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Home My WebLink AboutSTATE OF CALIFORNIA DEPARTMENT OF REHABILITATIONA-2019-070-05 S� 9MAY 2 0 2019 Memorandum of Understanding For Santa Ana Workforce Development Board and the Department of Rehabilitation i ,�•. r, r t r1 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 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. 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 DOR, 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-2016-137C) 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 of this MOU. This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. OA 9) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs. 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714)565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm 3 The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List ("ETPL") eligible programs by program and type of provider £ 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 h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Training Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Employer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision q jAppllcable Career Services and Participation In Planning and Development: The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; vi. Training and Employment Guidance Letter (TELL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; 11 ix. The Age Discrimination Act of 1975, as amended; X. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through: a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. PARTNER shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow upon 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, Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 10) SUPERVISION/DAY TO DAY OPERATIONS a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). PARTNER will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and PARTNER management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. 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 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); W 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 FUNIDING AGREEMENT The Infrastructure Funding Agreement ("IF)V") 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 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, Technol M 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- 11 infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. 4'hird party do -kind Contributions of space, equipment, technology, non -personnel services, or other lake items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16) OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career 12 service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. 17) DATA SHARING Parties agree that the use of high -quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to be captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a. Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy flaws; 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 All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERPA- protected education records, confidential information in UI records, and personal information in VR records. 18) CONFIDENTIALITY, All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWIDB on buildings identified for AJCC usage. 20) ACCESSIBILITY 14 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 obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 26) DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 27) CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Section1352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 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 sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the `Buy American Act ") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 16 31) SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32) TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be seduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: 17 City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 Partner: Department of Rehabilitation 222 S. Harbor Bl. Suite 300 Anaheim, CA 92805 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 In THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR THE CITY OF SANTA ANA ,4 4 • City of Santa Ana: Kristine Ridge, City Manager Recommended for Approval: W rm: City Attorney Steven A. Mendoza, Executive Director Ry e, Assistant City Attorney Community Development Agency FOR($ANTA AN,A WORKFORCE DEVELOPMENT BOARD FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Department of Rehabilitation AJCC Partner " " Z2 N Title fey 1 2 i%L CT Date •ft�+>t�STRftTo� 222 S. Harbor Bl„ Suite 300, Anaheim, CA 92805 Address 19 Attachment 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana WIOA Title I 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 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 ( q.), also providing the 29 U.S.C. 49 et se state's public labor exchange. Employment Jobs for Veterans State Grants (JVSG), Veterans Development authorized under chapter4l of title 38, U.S.C. Yes Department (EDD) 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 (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 Senior Aid Program Regions II & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section Programs Indian Center 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Yes Development Authority Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriffs Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 SANTA ANA WORK CENTER AMERICANS JOB CENTER OF CALIFORNIA AND ITS PARTNERS I r t"J _I!a Santa Ana WORK Center P� America's lob Center of California 801 W. Civic Center Dr. Santa Ana, CA 92701 Partners: Employment Development Department State Department of Rehabilitation O.C. Social Services Agency Goodwill Industries SER/Senior Aid Program Leam4Ufe C L WASHINGTON AV 3 e AV. Centennial Adult Education 0 � 2900 W. Edinger Ave. Santa Ana, CA 92704 Santa Ana College 3 1530W.17th St Santa Ana, CA 92706 College & Workforce ®Preperation Center 1572 N. Main St. Orange, CA 92867 AV. © State Department of Rehabilitation ® Long Beach Job Corps 1903 Santa Fe Ave. 709The City Drive, Suite 110 Long Beach, CA 90810 Orange, CA 92868 - - Social Services Agency /n°� Asian American Senior Center 1928 S. Grand Ave. 850 N. Birch Sf. Santa Ana, CA 92706 Santa Ana, CA 92701 �] CTEfROPValley High School 1801 S. Greenville 100 Remington Education Center 1325 E. 4th St Santa Ana, CA 92704 Santa Ana, CA 92701 HLLdCflfllent 7 to � $ a a oa o= Q m ro O F C O H bC 4 m F "- O F 0 m O 1 a a F- 1= co a m a n: of 6 ll� a ao r: r� oo r� Ln ❑ n a E v M a" n tr M a C a .0M W N N N N N e-i H e-I ri 00 ri tU 00 v-I oa v n `w c rn .Q� coW v -pn yu N H n tlA aJ a a! N 00 Ln d.^ �. O M 0) Nf 00 M N` M 0J 0p .O rl rl N ❑ N 00 H v-1 �-i c-I W H � �— t1 Il V N H N H g+[ H M tf0 H 00 c^ H M O Q N o 00 H H N H 00 M H Qf H C7i H Q1 ^ H CF 4f1 H f`0 C7 Ln H ^j 00 00 �^ 00 L H N c-1 H H O l0 U H l0 Lr W 4(' H 00 Cr a H i.�1 uf1' 6f1 h' to W N 00 M M M N M H ttf N N N aM-i N N N 01 N H H N W U C C G C V O C E E E E A a 6 G ❑ ® Q OD O cu O }❑ 0 j❑ O j❑ p C m G m tEa % a m c O UJ >❑ al ❑ aJ ❑ 4r ❑ aJ ❑ v p W N u .�i' 'p u` a m�®Wa❑Wv ®�❑ E c w Z �V o= o pc 'c T c c caj o u in a oz L '° c Ln E E E E as v w ¢ W L ao uu 0 E at oC of of ❑ e y 0 E c vco a c a c E a❑ a Q a c ❑ QQj L E c E o0 0o 0 m p e z w W W W 0' u W c p G c J' N U t7 C.J ❑ ❑ ® ® Cp to ii C? i�T 5p S _ e E e a c O m N E m C V N y O V c o o « a E ,�; F u cu ed p aJ S0 s. G m L m E B ,p a c E fpm- m O -a p p Z p (v U 7 O m u m y U a '� :j a N C N L V w w 0s a _p, O O a�i 0 U O N 0 LA ° o o W o a a q b 0 o o o o ° N�� N O U ti 'd •y �;� N g o b h J° O q 'C QO ° d �N v 'm U 0 O .0 .0 O i'� 5 N O p }LPL Oo cn �� O pp y O U s0. p WE bq p 0 ° O.� RU ° Oy �q+ 'd � b to 'cl 0 C O o 0 Otero o�6bob 0, y,o oU 0 bct N w U _m :--i in •� O° 5 ,� iti h pPr o W �� bn 8� � o � � g z � U G. a c9 cd w y ni CL w a u M N C d L m Q 2 w r N ra �h A M '•1 a �i M to to m m o• ry^y [Uj 1-I y 3y F O Y� 5pn .01 cC aonj 3 U R � •YI � y' V 'h� Y T 4 U d oa "o w Nry0 o N b •y 1 1,11 4 b b la W A 40 .3 U O R,b O U 5V y our t G U o �v � 'aO+ U F U1 • F9 'O d' �n L- 0 kn c d E 0 V 2 51 N ° WWW O R W U O O N o a •v O w P. U y y N q a 0 o o U •� � W o U o b � Us W 7 y 0 ¢' T� id cd � Q y CL ¢0 ob ro •y �a �b � w �+ U ° O ai p W O O ,.d O b N N F o inn Rn kj C1� yN4-�i N ; y O ,d O N .I4 a0 tC An O �d o� t a ti W O Fr w •� ~ � O O D U O O w N ti y � y ' o to 43 q b�°qv a o- ® o U •?7q � rG� o a d l a 10 �U <r v o r 00 m •V � N N v� b c7 N O O O V] j d UwaH�aaaoz Attachment 3 Santa Ana Workforce Development Board AI CC Comprehensive Infrastructure Budget, and Other System Cost Budget Teel Cans ana 1.13M Cost Category/ Line Item Cost Details Cort Total Monthly Property Rent Monthly Cost Monthly Property Rent Total Monthly Remand Equipment cast Rent Base Rent Incl. Janitorial, Maint and Utilities $42.506.20 $481.87 $481.87 0 erational Cost 2%of Rent Management Fee 1.76%of Rent Total Rent $42,606.20 $481.87 $481.87 Utilities/Main£ Telephone Services Per Person Monthly casts of Dial Tone and Voice M ail msi ned $1,855.00 $42.50 $42.50 Shared Phones by usage persentage $212.50 $2.40 $2.40 Security Guard $50.156.76 $47.23 $47.23 Total Utilities/Maintenance $92.13 $0.001 $92.13 *Equipment New Phone System Phones by assigned phones $9,536.29 $3.71 $3.71 Shared Basic Phones $687.86 $0.12 $0A2 Licenses assigned phones $4,680.48 $1.86 $1.86 Licenses $557.201 $0.11 $0.11 Switches $5,035.07 $1.01 $1.01 New Phone System Annual Support Cost WTU $0.92 0.92 Total Equipment $21,478.97 $7.74 $7.74 "Technology and Access Costs Network Wireless Bride Network $2.65 $2.65 Access5 tem Card Ke CardS stem $3.24 $3.24 Data&Phone Cablin Cablin $10.94 $10.94 Information Technology Cost Per Month Wireless Network Bridge Maintenance F$14.O80.23 $1.40 $1.40 ... Printers(Annual Resource Room used by clients onl $1.23 $1.23 py room prin erstaffonly $0.79 $0.79 Total Technology and Access $107,514.41 $0.00 $20.25 $0.00 $20.26 Infrastructure Total 5130,848.38 $42,606.20 $120.12 $481.87 $801.89 "Equipment is a 5 yeas amortization expensed monthly. Equipment is charged at actual cost jor assigned phones to partners. 5 basic phones are shared phones and charged by percentage "Technology and Access Costs are all based oo percentage and amortized over 5 years "'Copiers are leased equipment and are charged by percentage. Additional chargefor usage will be calculated and charged Attachment 3-1 Applicable Career Services Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. 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 Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • Eligibility Assistance(IO) • Follow -Up Services(11) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $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) Attachment 3-1 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 Cost $0 $2,945,349.48 a N J ry � z dC m N O o i 3 o no a y C _ � d^ O � O d 9 v O d a b A N Y N 0 N 3 N O d N F• b O� J I^ F' 0 o O p J O v oWi O O O d �• O O l J o o p Q n+ r m N w h D_ N N b V T < » 9 to b A P A b b f� P W Y V l� A ry OO In J N J �O O < n N ]L 3 a � P P ao N V V O O .Or O O O a s C < V W N Y A O N O N N W W d CO p] N W N N W O C O IeFJ a � � O Y N W O< 1 V A O A r W O Y W N N A C= W W b tbn tb0 A WP m� Ln z c n ^ N � ry to O NOO L A O O W O W Attachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") is made and entered into by and between CIF SANTANA, LLC, a Delaware limited liability company ("Landlord") and the Tenant described In jtam 1 of the Basic Lease Provisions as orthe ED'ective Date. BASIC LEASE PROVISIONS 1. Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation, 2. Description of Project; Building; Premises: 2.1Project; 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 ale 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: 124,166 rentable square feet ("RSF') 2.4 Premises: A portion of the second (2") Floor of the Building known as Suite 200, as depicted on Exhibit "A" attached hereto. 2.5 Rentable Area or Premises: 19,321RSF. 3. Term: 3.1 Tnrget Delivery Date: April 1, 2018. 3.2 Commencement Date: The Delivery Date. 3.3 Initial Term: Approximately sixty (60) months, commencing on the Commencement Date and ending on the last day of the calendar month in which the date that is sixty (60) months after the Commencement Date occurs. 3.4 Options to extend the Term: Two (2) options to extend the Term for an Extension Tenth of sixty (60) months, in accordance with Sectiorr 3.2.2, below and Schedule "J-1"of Exhibit "J" attached hereto. 4. Base Rent: During the Initial Term, Base (tent shall be payable at the following rates: Months Monthly Base Rental Rate Brine Rent (S/RSF/mo) (S/mo) 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% 3.2 Base Year: 2018 6, Security Deposit: None 7, Permitted Use: General office use and other luwfil incidental uses, consistent with a fast class, high-rise commercial office project. S. Parking Number: The whole number closest to the product of (a) the number of RSF contained in the Premises and (b) 0.004 (such that it is agreed that the Parking Number with respect to the Initial Premises is eighly-uvo (82))• 9. Brokers: Lee & Associates Realty Group Newport Beech, Inc., representing Tenant, and .tones Lang LaSalle Brokerage, representing Landlord. 10. Address for Payments: All payments payable to Landlord under this Lease shall be sent to the Iblfowing address or to such other S0/ WCfrar Center Dr—Clo• aJ'SontaAaa 4,nre .,- 11. Address for Notices: 11.1 To Tenant: 11.2 To Landlord; address as Landlord may designate, or by wire transrer. Irby check: Irby wire transfer; CF Santana LLC C/o Ocean West Management Services 33351 Collection Center Drive Chicago, IL 60693.0333 Reference; City of Santa Ana/Suite 200 Prior to the Commencement Date: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn: [[ j After the Commencement Dale: At the Premises: Attn: Deborah Sanchez CI' Santana LLC c% OW Management Services, Inc. 315 W. 9" Street, Suite 908 Los Angeles, California 90015 Attn: Ted Biseltak Bank Name: Bank of America N. A. Bank Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Santana LLC Acct#: 4451112624 ABA#: 1110000 12 Reference: City of Santa Ana/Suite 200 City of Santa Ana Clerk of Ore Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn: [[ 1] With a copy to : City Atlomey's Office —City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 -With a coov to; Zuber Lawler & Del Dean LLP 777 South Figueroa, 37a' Floor Los Angeles, CA 90017 Attn: David B. Lambert, Esq, This Lease shall consist of the foregoing "Basic Lease Provisions", consisting of Items I through I1_ above, the "Standard Lease Provisions", consisting of Articles I through 17 which follow, and Exhibits "A" through M inclusive, all of which we incorporated herein by this reference. In the event of any conflict between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in Ote Standard Lease Provisions, 801 tVChdrfearer Dr-CitynjSnarrr.4an.Lense -li- STANDARD LCASE PROVISIONS ARTICLEI -- DEFINITIONS 1.1 "Additional Rent" means all amounts Other than Base Rent that are payable by Tenant to Landlord pursuant to this Lease, Whether or not denominated as such. 1.2 "AfFillate" means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person. 1.3 "Alterations" means any alterations, additions, improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements, if any) or spy other portion of the Building or Project. 1.4 "Approved Governmental Entities" means all of the State and County agencies listed in Exhibit "M" attached hereto, 1.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to Section 4.1.1 below. 1.6 "Building Systems" means the primary utility and mechanical systems, including, without limitation, the primary life safety, electrical, heating, ventilation and air conditioning ("IIVAC"), plumbing or sprinkler systems for the Building and/or the Project (and for the avoidance of doubt, It is understood and agreed that the Building Systems do not; (i) include any portions of any such systems and equipment that sit installed within or that exclusively serves any particular rentable space in the Building or Project (such as, without limitation, any extension or distribution of services or utilities from the Building Systems serving such space) or (b) any; (i) supplemental or specialty electrical, mechanical, plumbing, Treating, ventilation or air conditioning systems, fixtures or equipment; (ii) supplemental or specialty fire, life, safety or security systems, fixture or equipment; (III) any video, audio, communications or computer systems, fixtures or equipment (including cabling)), 1.7 "Casualty" is defined in Section 13.1.1. 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 not limited to, reasonable attorneys' tees and legal costs. L 10 "Common Areas" means the lobby, plaza and sidewalk areas, accessways, Parking Facilities, and die area on individual floors in the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar facilities for the benefit of all tenants and invitees and shall also mean those areas of the Building devoted to mechanical and service rooms servicing the Building. 1.11 "Comparable Buildings" means comparable Class "A" office buildings in die Market at the time the Extension Tenn commences. 1.12 "Control" or "Controlling" means possession of the direct or indirect power to direct or cause the direction of the management and policies of's Person, or ownership of any sort, 1.13 "Damage Notice" is defined in Section 13.1.1. 1.14 "Default Rate" means on annual rate of interest equal to lesser of: (a) eighteen percent (18%) per tmnum or (b) the maximum contact amount allowed by Law. 1.15 "Delivery Condition" means (and [lie Premises shall be in Delivery Condition) upon Substantial Completion orthe Premises. 1.16 "Delivery Date" means the dale on which Landlord tenders to Tenant delivery of possession of the Premises in die Delivery Condition; provided that if the dale on which the Premises are in Delivery Condition is delayed as result of any Tenmat Delays, then for purposes of determining the Conunencemcnt Date, the Delivery Date shall be deemed to occur on the dale that the Premises would have been in Delivery Condition had such Tenant Delays not occurred, as reasonably detemnined by Landlord. 1.17 "Etfemive Date" means the date upon which this Lease a exoculed by Landlord, as indicated beneath Landlord's signature block below. 1.18 "Encumbrances" nicans liens, claims, stop notices and violation notices. 1.19 "Environmental Lows" means and includes all now and hereafter existing statutes, laws, ordinances. codes, regulations, rules, rulings, orders, decrees, directives, policies and requirements by any federal, state or local governmcutal authority regulating, relining to, or imposing liability or standards of conduct concerning public health and safety or the environment. 1.20 ••Event of Defauir is defined in Section 15.1 below. 1.21 "Executh a Order 13224" means Executive Order 13224 signed on September 24. 2001 and entitled "Blocking Property and Prohibiting Transactions with Persons Who Commit. Threaten to Commit, or Support Terrorism". 1.22 "Expiration Date' means, al any particular time, the dote on which die Tenn is scheduled to expire. 801 IV Civir CPnln• Ur•—CP6� af,Srnna Ana Leave .I. 1.23 "Holder" means the holder of any Security Instmment, 1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau of any foreign government or subdivision thereof, (b) offices of any health care professionals or for the provision of any health care services, (c) any schools, (d) any retail or restaurant uses, (e) any residential use, (1) any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type uses where office suites are maintained for individual rental, or (h) any occupancy density greater than the average occupancy density for office tenants of the Project. 1.25 The "FMRR" of the Premises for a particular Extension Term (as defined in Schedule "J-I") or for a particular Leased First Right Space (as defined in Sdtedule "J.2'for the term of Tenant's (ease thereof, shall be equal to the rent per square foot of Rentable Area tint Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in the Project, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable Buildings have agreed to pay, In current anus -length, non -equity, (Le„ not being offered equity in lie building), transactions far comparable space (in leans or condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a ternn 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 Temt (or the applicable Offered Space Scheduled Commencement Dale (as defined in Schedule"Y2" )), which rent per square foot shall take into account and make adjustment for the existence, liming and amount of any increases in rent following term commencement in the comparison transactions, and shall at all limes take into consideration and make adjustment for all other material differences in all teats, conditions or factors (applicable to die transaction in question hereunder or applicable to one or more of die comparison transactions used to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact oil a "fair market rental" determination; provided, however, that: (a) the rent for all comparison transactions shall be adjusted to reflect payment of operating expenses and real estate taxes in the same manner as the same are payable hereunder (e.g., if this Is a modified, full service gross lease, the rent for all comparison transactions shall, if applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of commencement of the transaction), (b) the presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (c) any rent abatement or other free rent of any type provided in comparison transactions for the period of the performance of any tenant improvement work (i.e., any "construction period") shall be disregarded, and (d) if any tenant improvements or allowance provided for in comparable transactions shall be taken into account, then the value of any existing improvements In the Premises (or the Leased First Right Space) shall also be accounted for in the calculation of the FMRR (provided that if )n determining the FMRR for a subject transaction hereunder, it is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sale option, elect all or any portion of the following: (i) to grant some or all of the Concessions to Tenant as free rent or as an improvement allowance, or (ii) to adjust tie monthly installments of the Base Rent payable for the Extension Term or with respect to the Leased First Right Space, as the case may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount often total dollar value of such Concessions, amortized on a straight line basis over the Extension Term or tie term of Tenant's lease of the Leased First Right Space, as applicable in which case die Concessions so amortized shall not be provided to Tenant). 1.26 "Force Majeur•e Events" means events described in Section 17.5 below. 1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, any installation, handling, generation, storage, lrcamient, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type In connection with orinvolving such Hazardous Materiuls. 1.25 "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, amide oil or any fraction thereof, (IN) 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 chavcteristics, as all such terns are used fu their broadest sense. 1.29 "Holdover Rental Rate" means an amount equal to one hundred fifty percent (150°%) of the greater of: (a) Landlord's then published asking rental rate or (b) die Base ?,cut and Additional Rent payable by Tenunt to Landlord during One last month of the Term of this Lease. 1.30 `Initial Premises" means the premises described in Item 2 3 of the Basic Lease Provisions, 1.31 "In! dal Terin" means die period (which shall commence on the Commencement Date) that is described in Iteal 3.3 of the Basic Lease Provisions; provided that if the Commencement Date shall occur on a day other than the First day of any calendar month, for purposes of calculating the dote of which the Initial Term is scheduled to expire (i.e„ the Expiration Date for the Initial Tenn) and the timing ofnil 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 tribe calendar month following the Commencement Date. 1.32 'Institutional Owner Practices" means the practices of the majority orthe institutional owners of institutional grade first-class offce projects in Orange County, California. 1.33 "Interest Rate" menns an annual rate of interest equal to the Reference Rate plus two percent (2%). 1.34 "Landlord Default" is defined in Section 16.1 below. 1.35 "Landlord Parties" means, collectively, Landlord, Occnn West Capital Partners, LLC, Fortress Investment Group, LLC, and the Pmperty Manager, and each of their Affiliates and all of their respective partner. members, officers. managers. directors, trustees, employees, rctirccs, beneficiaries, contractors (including internal Investment contractors), agents. advisers, mortgagees and ground lessors, agents, successors slid assigns. Nd( IV'CL�ie Center Or—Cfp� nfSnu(n Arta Lerue -2- 1.36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Manager, and each of their respective agents, beneficiaries, partners, employees, and any Holder (defined below) of any Security Instrument (defined below) designated by Landlord as additional insureds. 1.37 "Landlord's Lease Unddrtakings" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that Is or are to be provided or performed by Landlord. 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having jurisdiction (including, without limitation, any certificate of occupancy), 1.39 "Lease Documents" means this Lease together with all exhibits, riders or addends attached hereto, and all amendments thereto, 1.40 "Leasehold Improvements" means all leasehold improvements existing in the Premises as of the Effective Date, the Tenant Improvements, and any additional Alterations, 1.41 "Market"means the Santa Ana Civic Center submarket. 1.42 "Money Laundering Act" means the International Money Laundering Abatement and Financial And-Terrarism Act of 2001 or the regulations or orders promulgated thereunder, as the same may be amended from time to time. 1.43 "Notified Party" means each Holder of which Tenant has received notice, 1,44 "OFAC" means the Office of Foreign Asset Control of the Department of the Treasury. 1.45 "Original Tenant" means the Person identified as the "Tenant" in Item I of the Basic Lease Information. 1.46 "Parking Facilities" means the Project's parking facilities from time to time serving the Building. 1.47 "Par king Fees" is defined in Section 4.3 below. 1,48 "Parking Passes" means, collectively, Unreserved Parking Passes and Reserved Parking Passes. 1.49 "Permitted Alterations" means only usunl and customary maintenance and repairs of Leasehoid Improvements if and to toe extent that such maintenance and repairs: (a) are of a type mid extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (b) are in compliance with the Rules and Regulations, and (c) will not affect doe Building's structure, die 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, meat estate investment trust association or any other entity. 1.51 "Premises" means the Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the agreement of Landlord and Tenant. 1.52 "Premises Restoration" means the Restoration of the Premises and the portions of die Common Arens that are required for access to the Premises. 1.53 "Property Manager" means OW Management Services, Inc., or any other Person retained by Landlord to manage and operate the Building on a day to day basis. 1.54 "Proposed Transfer Space" means, with respect to any proposed Transfer, die portion of the Premises subject to such proposed Transfer. 1.55 "Reference )date" means the "prime rate" or "reference rate" announced from time to time by Bank of America, N.T. & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S,A. ceases to publish a prime rate or reference rate). 1.56 "Rent" is defined in Section 4.4.1 below. 1.57 "Rent Delinquency" means and shall occur upon any railure of Landlord to receive say payment of Rent on or before the date that is five (5) days after the date such payment of Rent is due. 1.53 "Reserved Parking Passes" means parking privileges to be used for parking on a that come first served basis in "reserved parking areas" in the Parking Facilities, as designated by Landlord, or at die election or Landlord, in reserved parking spaces located in die Parking Facilities, 1,59 "Restoration" is defined in Section 13, 1.1. 1.60 "Review Expenses" means all review and processing tees, and costs, as well as any reasonable professional, uttoneys', accountants', engineers' or other consultants' fees incurred by Landlord relating to any request by Tenant for Landlord's consent, including, but nut limited to, any request fir consent to it proposed Transfer, 80 1 W'CIde Ceuler Dr —CIO, ofSnulu Ann Lease -3- 1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated herein and made a part hereoQ and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Project. 1.62 "Security Deposit" means a cash security deposit in the amount speelfted in Item 6 of the [Basic Lease Provisions. 1.63 "Security Instruments', means, collectively: (a) all present and future ground leases and master leases of all or any part of the Project, Building or Premises; (b) present and future mortgages and deeds of trust encumbering all or any part or the Project, Building or Premises; (c) all post and future advances mode under any such mortgages or deeds of bust; and (d) all renewals, modifications, replacements and extensions or any such ground lenses, master leases, mortgages and deeds of trust, which now or hereafter constitute a lien upon or affect the Project, Building or Premises. 1.64 "Substantial Completion" (and "Substantially Complete") Is defined In the Wort Letter. 1.65 ""faking" is defined in Section 13.2. 1.66 "Taking Date" is defined in Section 13.2. 1.67 "Target Delivery Date" means the date specified in Item 3.1 of the Basic Lease Provisions, 1.68 'Tenant' means the Original Tenant, and any person or entity to whom or to which all of Original Tenant's (or any other Tenant's) interest in this Lease Is assigned (or otherwise transferred) in accordance with lire provisions ofArticle 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 tiny). 1.71 "Tenant Parties" means collectively, Tenant, its subtenants, assignees or other Transferees, and their respective contractors, clients, ofiioes, directors, employees, agents, and invitees (each of which shall be a'Tevant 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 oily act or omission of Tenant orally other Tenant Party, 1.73 "Tenant's Personal Property" means all of Tenant's (and the other Tenant Parties') office fiumftum, business and personal trade Fixtures, machinery and equipment, furniture and furniture systems, movable partitions, telecommunications equipment, data cabling end other items of personal property. 1.74 "Term" means and shall refer to the Initial Term as it may be extended pursuant to Schedule 1-P' of Exhibit'T' attached hereto and/or pursuant to the written agreement of Landlord and Tenant. 1.75 "Transfer" menus 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 arrangement: (I) drat permits a third party (other than Tenant's employees And occasional guests) to occupy or use any portion of the Premises or (ii) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant's interest under this Lease or (d) a direct or Indirect transfer, assignment, pledge, or hypothecation ore 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 die applicable Proposed Transfer Space; (c) includes current financial statements of the proposed Transferee certified by all officer, partner cr owner thereof (d) describes the nature of such Transferee's business and proposed use of the Proposed Transibr Space; (e) die proposed efibcdve date of dre 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 any particular Transfer, an amount equal to: (a) all rent, additional rent or other consideration payable by or on behalf of such Transferee during or with respect to such month in connection with die Transfer minus (b) the sum ol': (i) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 4..3 of this Lease during or with respect to the same month and (ii) all out or pocket costs reasonably incurred by Tenant In connection with such Tmnster (such as brokerage commissions and/or improvement allowances), amortized on a straight line basis over die teen of such Transfer. 1.78 "Transferee" means any Person to whom a Transfer is made. 1.79 "Unreserved Parking Passes" means pinking privileges to be used Far parking on a first collie first served basis in the areas of the Parking Facilities dcsignated by Landlord therefor. 1.80 `Work Letter" means the Tenant Work Letter (irony) attached hereto as Exhibit "C", 'terms in initial capitals that are not defined in AnIcle I shall have the meanings given to them elsewhere in this Lease. r\Id'1'ICLE 2—LEASE 01' PREkl ISES• COMMONAREAS: PARKING SIGNS 2.1 Lease of Premises; Access: Quiet Enioirment. 801 WCide Center Dr—Cio' alSanla; tan Lem, .4- 2.1.1 Landlord hereby [cases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all oFtne terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of any of the same for the conduct of Tenant's Permitted Use, its business or for any other purpose. Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Building and/or the Project during the Tenn of this Lease. Acceptance of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises are then in tenantable and good condition. 2.1.2 Landlord slid Tenant hereby agree that the number of RSF (also referred to as the "Rentable Area") contained: (a) within the Building Is as set forth in jtem 25 of the Basic lease Provisions and (b) within the Premises is as 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 -roar (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 No Relocation of Premises:Riaht of First Offer. 2.2.1 No Relocation, Landlord shall have no right to relocate any portion of the Premises located on the second (2nd) floor of the Building. Any relocation rights with respect to any portions of the Premises located on any other floor of the Building will be specifically negotiated In connection with Tenant's lease of any such space. 2.2.2 1112bt of Fiat Offer. Tenant shall have a one-time Right of First Offer (defined below) with respect to the First Right Space (defined below) subject to and In accordance with the terms and conditions of Schedule 111-2" of -Exhibit „I" attached hereto, 2.3 Common Areas: Parking. 2.3.1 Common Areas. In connection with its lease or the Premises, Tenant shall have the non-exclusive right to use the Common Areas together with other Persons, The Common Areas shall be subject to the exclusive management and control of Landlord, and Tenant shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall have the right from time to time to designate, relocate and limit Elie use of particular areas or portions of the Common Areas. Landlord shall also have the right to close all or any portion of Elie Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights in any Person. 2.3.2 Rental and Use of Parking Passes Visitor Parking. (a) Commencing on the Commencement hale and continuing through the Term, Tenant shall out from Landlord and Landlord shall provide a number of Unreserved Parking Passes equal to the Parking Number specified in Item 8 of tine Basic Lease Provisions. Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 43.1 below (which shall be subject to abatement in accordance with Section 4 3 2 below). The Parking Passes are with respect to, subject to the provisions of this Lease, use of the Parking Facilities. The Pocking Passes provided to Tenant pursuant to this Section 2.3.2 are provided to Tenant solely for use by officers, directors, and employees of Tenant, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type of transferee without Landlord's prior approval. (b) The specific locations within the Parking Facilities in which de 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 enforce a parking management program, with respect to Ilse Parking Facilities generally, with respect to use of one or more types or Parking Passes In particular, and/or with respect to the use or the Parking Passes rented by one or more specific tenant or tenants (including Tenant), with parking management plan may include, without limitation, any or more orthe following measure or features: oversell of Parking Passes; expansion orthe Parking Facilities to include additional parking lots or structures within a reasonable distance from the Building; reservation of specific portions of the Parking Facilities for parking by one or more specific Building tenants (including Tenant) and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking programs or measures; creation and allocation of tandem parking spaces to specific Building tenants; designation of visitor parking rates: and allocation of validation privileges to one or more Building tenants. It is specifically understood and agreed that if Landlord implements one or more such measures or features that are: (i) generally applicable to the Parking Facilities, the costs incurred to implement, administer and enforce such measures shall be included in Operating Costs or (if) that are specific to Tenant, the costs incured to implement, administer and enforce such measures shall be reimbursed by Tenant. (c) Visitor Parldne, (I) Tenant's business visitors may park in the Parking Facilities, or in die applicable portions thereof designated by landlord, on a first come, first served basis, upon payment orthe prevailing fee for parking charged to visitors to the Project. 'tenant shall have the right to purchase from 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 Parking Facilities without charge. "Project Parking Validations" means vulidallons. In such form us landlord, in its sole but good Poith discretion, shall otter treat time to time. permitting Persians using such validations to park in the Parking Facilities for specified periods ul'tinie without charge ([a, a 30-minute validation would pemnit parking without charge In the Parking Facilities (bra period up to 30 minutes). "Tenant's Business Customers" means Persons that visit the Premises forthe specific purpose or conducting business a tine Premises (and far the avoidance oi'doubl, shall not Include any employees orTenant or tiny or its Transferees who have oflius (on an exclusive or shoed basis) at the Premises). 401 0103e Cenrm-Dr— Cup, ofSanfndna Lease .5- (ii) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short'Farm Prgjact 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 Tern Project Parking Validations (defined below) equal to the product of sixty (60) and the number of days in such calendar month (during (lie '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 have the right to reasonably adjust the number of Short Term Project Parking Validations and Lon Term Project Parking Validations so provided by Landlord (based on actual usage) effective as of expiration of the third IV) full calendar month of the initial 'rem, and thereafter, upon expiration oreach subsequent three (3) calendar month period; provided further that: (x) Landlord shall not, at any time during the Tenn, be required under this Section 2.3.2(c)(ii) to provide a number or Project Parking Validations in any calendar month in excess of a number equal to the product of eighty (80) and the number of days in such calendar month (during the Term) and (y) any Project ParkingValidations provided by Landlord with respect to say particular calendar month that are not used during such calendar month shall, at (lie election of Landlord, either. 11) become null and void (and be returned to Londlo'd) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.12(e)(ii) for subsequent calendar months, No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(e)(ii) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours oil any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to thirty (30) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to three (3) hours without charge. 2.4 Signs. 2.4.1 Except to the extent expressly provided in this Section 2.4, Tenant shall not: (a) place or Install (or allow or permit to be placed or Installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type on the roof, exterior areas or Common Areas of the Building or the Project or in any area or ilia Building, Premises or Project which is visible fom the exterior of the Building or outside of the Premises or (b) place or Install (or allow or permit to be placed or installed by any Tenant Party) in or about any portion of the Premises any window covering (even if behind Building standard window coverings) or any other material visible from outside of the Premises or from the exterior of the Building, Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of the Building and/or the Project, in Tenant's advertising or in any other publicity. 2.4.2 Subject to compliance with applicable Laws and such Building signage criteria as Landlord shall apply from time to time, and subject to receipt of Landlord's prior written consent: (a) in One case where Tenant occupies an entire floor in the Building, Tenant may place in any portion of such floor which is not visible from the exterior of the Building such identification signage as Tenant shall desire and (b) in the case where Tenant occupies less than an entire floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost and expense, in such portion of the umlti-tenant corridor on such floor as is called for by Landlord's signage program (as the same may exist from time to time) identification signage of tie type prescribed by Landlord's signage program identifying Tenant; (a) Lrmdlo'd shall provide customary signage in One Building directory (if any) in the ground floor lobby of the Building (Landlord shall bear die initial cost of such directory signage slid the cosl of updated any such directory signage no more then one in any month); and (d) Tenant may place in any portion of the inside of the Premises not visible from the exterior of the Building or from outside of the Premises such identification signage ss Tenant shall desire. All signage described in this Section 24.2 (other than the directory signsge described In clause (a) above) shall be treated as Tenant's personal property under die provisions of Section 10.5 with respect to Tenant's obligation at the expiration or early termination of this Lease. 2.4.3 Eyebrow Sian, In connection with Tenant's lease of the Premises, subject to all of the terms and conditions of Ex ' it "K" attached hereto, during the Term, Tenant shall have the right to install and display at the Project the Eyebrow Sign (de0ned in Exhibit "K", attached hereto) in die location described in Exhibit "K". attached hereto. ARTICLE 3-DELIVERY; COMMENCENIENT: TERM SURRENDER; HOLDING OVER 3.1 Delivery. Landlord shall endeavor to tender In Tenant delivery of possesslon of the Premises in the Delivery Condition prior to die Target Delivery Date; provided, that if tine Delivery Date does not occur on a' before the Target Delivery Date, this Lease shall not be void or voidable, the Tenn of Vila [.ease shall not be extended, and Landloixl 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 Vie Premises in the Delivery Condition as soon as reasonably possibly offer the Target Delivery Data. 3,2 Commencement; ]'erm. 3.2.1 The Tern shall commence on the Commencement Date as defined in Rem 3.2 of the Basic Lease Provisions, and shall continue through the period specified in Item 3.3 of the Bosic Lease Provisions unless tenninated earlier in accordance with Vie provisions hereof or extended pursuant to die written agreement of Landlord and Tenant or as provided In Section 3.2.2 below, provided, however. Vint if the Commencement Date shall occur on a day other than ilia first tiny of any calendar month, for purposes orcalculating die Expiration Date and die timing of all scheduled increases in Base Rent during the Initial Tern (but not liar any other purpose), the Commencement Date shall be deemed to be the first day of the calendar month following ilia Commencement Date. A( any tine during die Lease Tern, Landlord may deliver to Tenant it notice in Vie form as set in Fxhibit "B" attached hereto, which Tenant shall execute and return to Landlord within five (5) business days orr:ceipt thereof. 3.2.2 Extension Ontion, 'tenant shnll have two (2) options to extend the Tenn, each fur an Extension Term (defined below) ofsisty (60) months (five (5)years) subject to and in accordance with the terms and conditions orSchednle 14"ol' Exhibit `I', attached hereto. 3.3 Surrender: Holding Over. 3.3.1 Except as provided in this Section 33 and in Section below, upon expiration or earlier tenninatioa of this Lease. Tenant shall vncate and surrender the Premises to landlord in the sane condition us when received at the inception urthis Lease and as themaller 801 t!•'Chdc CnxrnrDr-Ci(y af5'mrrnAnrr Lerrs'e .6. improved by Tenant, subject to ordinary wear and tear. For the avoidance of doubt, it is understood and agreed that, prior to the date upon which the Premises is surrendered by Tenant under this Section 3.3.1. Tenant shall be required to remove from the Premises all of the Tenant's Personal Property and all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below (and all damage caused by such removal repaired), 3.3.2 If Tenant rails to remove any of the Tenant's Personal Property from the Premises (or any portion thereof) prior to the expiration or any earlier termination of the Tenn (with respect to applicable portion of the Premises), and such failure continues for five (5) days following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the some, in which case: (a) Landlord shall have the right, at Tenant's expense, to remove the same from the some from the Premises (and to repair any damage caused by such removal) and (b) to thereafter: (I) store the seine at Tenant's expense, (N) appropriate the same for itself, and/or (III) sell or otherwise dispose of Ore same in its sole discretion, with no liability to Tenant, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection with any such removal, repairs, storage and/or disposal, plus a ten percent (l0ah) 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 10.5 below and/or to repair all damage caused by its removal of any such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior to the expiration or any earlier termination of the Term (with respect to applicable portion of the Premises), Landlord shall have Ore right to remove the seine 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 fur all costs incurred by Landlord in connection therewith, plus a ten percent (100%) administration fee thereon, upon demand. This Section 3.3.2 shall survive the expiration or any earlier termination of die Terns of this Lease. 3.3.3 If Tenant fails to surrender die Premises (or any portion thereof) in accordance with this Lease (including, without limitation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the Term, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to tern and Base Rent, During such holdover period, Tenant shall pay to Landlord a monthly Base Rent In an amount equal to the Holdover Rental Rate. The monthly Base Rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any Rent after shy 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 Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall indemnify, derend 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 faflure to surrender the Premises in accordance with the provisions of this Lease on the expiration or earlier temninotion of this Lease, ARTICLE 4-RENT AND OTHER CPIARCD 4.1 Base 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 Item 4 or the Basic Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable in equal wasecutive monthly installments, in advance, commencing on the Commencement Date and continuing on the tenth (10) day of each calendar month thereafter; provided that die first full monthly installment of Base Rent, described in Item 4 of the Basic Lease Provisions, shall be.payable upon Tenant's execution of this Lease. Landlord will cooperate with Tenant to accommodato payment of Rent (or certain types of Rent) via ACH payments. 4.2 Tenant's Percentage Share, Subject to the provisions of this Lease and in accordance with Exhibit "E". attached hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "F,'9 Tenant shall also pay: (a) Tenant's Percentage Share (defined in Exhibit "E'1 of Excess Operating Expenses (defined in Exhibit "E' and (b) Tenant's Percentage Share of Excess Property Taxes (defined in Exhibit"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 the request or Landlord, to Landlord's designated parking operator) Landlord's then prevailing charge (die "Parking Fees') for all Parking Passes relied by Tenant for such calendar month. Such Parking Fees shall be in addition to all taxes, assessments or other impositions imposed by any governmental entity in connection with Tenant's use of such Parking Passes, which taxes, assessments or other impositions sliall be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated parking operator) by Tenant concurrently with the payment of the Parking Fees described above. 4.3 2 The Parking Fees payable with respect to the first eighty-four (84) Parking Passes rented by Tenant during the Initial Term (and the charges far all Short Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to Section 2.31c)M above) during din Initial Team) are included in the Base Rent payable by Tenant with respect to the Premises during the Initial Term. 4.3.3 The Parking Fees payable with respect to all Parking Passes rented by Tenant during an Extension Term (and the charges for all Short Term Project Parking VaNdafons and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to Section 2.3(c)(H) above) during an Extension Term) shall be determined In connection with the FMRR (and Extension Term Base Rent) lam, die Premises for such Extension Tern. and shall be added to (and included In) the Extension Tenn Base Rent. 4.4 Pavhnent urltant. 4A.1 Cencrally. Base (tent. till forms of Additional Rent payable hereunder by Tenant and till Other amounts, lees, payments or charges payable hereunder by Tenant shall each: (a) constitute rent payable hereunder (sometimes collectively be referred to herein as "Rent'), (b) be payable to Landlord when due without any prior notice o•demand therefor In lawful money of the United States and, except as may be expressly provided to the contrary in this lease, without any nbmement, ofda;t or deduction whatsoever. and (c) be payable to Lundlord at the address of Landlord described in Item I0 ofthe Basic Lease provisions or to such other Person or place as L.nndlurd may from lime to time designate 901 V4'Cidr Cenrrrhr- Ciry• oJSmun.4sn Leave .7- in writing to Tenant. Any amount of Rent that is payable on a monthly basis and that is payable respect to a partial month, shall be prorated based on the number of days in such month, No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account of die earliest installment of Rent then due; nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed to effect or evidence 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 law or in equity provided. 4.4.2 LATE PAYMENTS. TENANT ACKNOWLEDGES THAT THE LATE PAYMENT OF RENT WILL CAUSE LANDLORD TO INCUR ADMINISTRATIVE COSTS AND OTHER DAMAGES, THE EXACT AMOUNT OF WHICH WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN. LANDLORD AND TENANT AGREE THAT IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENT; (A) A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID. ARTICLE 5—TENANT'S TAXES Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or imposed or assessed upon Landlord upon or with respect to: (a) oily 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) if and to the extent the original cost, replacement cost or value dhereof 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 fee or excise tax levied by any governments[ 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 e'eatng or transfering an Interest or an estate in the Premises. ARTICLE 6 — IINTENTIONALLY OMITTED) ARTICLE 7-USE OF PREMISES 7.1 Tenant's Permitted Use. Tenant shall use the Premises only for Tenant's Permitted Use set forth in Item of the Basic Lease Provisions and shall not use or permit the Premises to be used for oily other purpose. Tenant shall, at its sole cost and expense, obtain and maintain In full force and effect all governments[ licenses, approvals and permits required for Ten an Ps Permitted Use. In no case shall Tenant use or suffer or permit the use of any portion of die Premises for any Expressly Restricted Use. 7.2 Compliance With Laws ant] Other Reouirements. 7.2.1 Subject to Section 7.2.2 below, Landlord shall cause die Common Areas and the Base Building to comply with all Laws, if and when any such action is required by oily governmental authority and/or if and to the extent that oily failure of any portion of the Common Areas or the Base Building to comply with any applicable Laws would: (a) prohibit Tenant from entering into a sublease to any Approved County Entity of Approved State Entity (as such terms are defined below) in accordance with Section 11.1.2 below; (b) unreasonably slid materially affect the 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: (a) all Laws, now or in die future applicable to the Premises and Tenant's use thereof (including, without limitation, any Law requiring any form of improvement or alteration to the Building); (b) die Rules and Regulations, and (c) nil covenants, conditions and restrictions applicable to die Project. In addition, if any modifications or alterations to any portion of the Common Areas or hie Base Building (defined below) are required under any applicable Laws as a result of Tenant's use of the Premises or any of Tenant's Leasehold Improvements, then at the election or Landlord: (i) Tenant shall be responsible fur performing such modifications or alterations, at its expense at, (if) 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 perforniance orsuch modifications or alterations. 7.2.3 Tenant shall nut use the Premises, or permit the Premises to be used, in any momer, or do or suffer any act in or about the Premises which: (A) violates or conflicts with any applicable Law, any of the Rules and Regulations or any covenants, conditions and restrictions applicable to the Project; (B) causes or is reasonably likely to cause damage to die Project, the Premises or the Building Systems; (C) violates a requirement or condition of any policy of insurance covering the Project and/or the Premises, or increases the cost of such policy; (D) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants o, occupants or the Project or its equipment, racilitics or systems or (E) interferes with, or is reasonably likely to interfere with, One transmission or reception or microwave, television, radio, telephone, or other communication signals by antennae or other facilities located in the Project, Without limiting the generality orthe foregoing, should oily federal, state or local governmental agency having ,jurisdiction with respect to the establishment, regulation or enforcement of occupational, healdn or safety standards for employers, employees or tenants impose un Landlord or on Tenant at any time now or in the future oily requirement or Law relating in any manner to the Premises or occupancy thereof. Tenant shall, at its sole cost and expense, comply promptly (or at Landlord's election, bear the cost orsuch compliance as ellected by Landlord) with such requirement or Low. Tenant shall indmmnify, defend and hold harmless Landlord from and Against any and all Claims Arising out oror relating to oily failure of Tenant to perform any of its obligations under this Section 7,2. Landlord shall not enforce the Rules and Regulations in a discriminatory manner; provided that Landlord shall not be liable to 8018' Ch ie Cmter Or- 0p1 ofS'anra Ana Levee •S- Tenant for any violation of any of the Rules and Regulations (or any applicable Laws or covenants, conditions and restrictions applicable to the Project) by any other tenant or occupant of the Project. 7.3 Hazardous Materials. No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion of the Project by or on behalf of Tenant or any other Tenant Parties. Notwithstanding the foregoing, uonnal quantities of those Hozardous 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 die Premises in compliance with all Laws and the highest prevailing industry standards. Tenant shall: (a) take all actions (or at Landlord's election, reimburse Landlord for taking all actions) necessary to restore the Premises or any portion of the Project to the condition existing prior to the introduction of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws and (b) shall indemnify, defend and hold harmless Landlord fiem and against any and all Claims arising out of or relating to any Handling by or on behalf or Tenant or any Tenant Party of any Hazardous Materials upon, about, in, above or beneath the Premises or any portion of the Project and/or the presence of any Tenant's Hazardous Materials in, on, under or about the Project, ARTICLE 8 - UTILITIES AND SERVICES 8.1 Building Services, Provided that no Event of Default exists, subject to the terms, conditions and standards set forth in this Lease, Landlord shall furnish or cause to be fin ilshed, as part of Operating Expenses to the Premises, the utilities and services described in Exhibit attached hereto. 8.2 Interruption otServices. Landlord shall not be liable for any failure to famish, stoppage of, or interruption in furnishing any of the services or utilities described fit Exhibit '? when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond Landlord's reasonable control, and, in such event. Tenant shall not be entitled to any damages nor shall any failure or Interruption abate or suspend Tenant's obligation to pay Rent under this Lease or constitute or be construed as a constructive or other eviction of Tenant. ARTICLE 9 • MAINTENANCE AND REPAIRS 9.1 Landlord's Obligations. Landlord shall endeavor to keep the Common Areas of the Building and the Project fit a clean and neat condition. Subject to Section 9.2 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor from Tenant, to the exterior wells, exterior doors and windows of the Building, and to public corridors and otter public areas of tie Project not constituting a portion of any tenants' premises and (b) shall use commercially reasonable efforts to keep all Building Systems used by Tenant in common with other tenants in reasonable condition and repair, reasonable wear and tear excepted. Except as provided in Section 13.1 there shall be no abatement of Rent, nor shall there be any liability of Landlord arising from the making ot; or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives the right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter fit effect, and waives and releases the right to terminate this Lease under Section 1932(1) of the California Civil Code and under all other similar laws, statutes or ordinances now or hereafter in effect. 9.2 Tenant's Obligations. During the Tenn of this Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair and in a safe, clean and neat condition. Tenant shall make all repairs to the Premises not required to be made by Landlord under Section 9.1 above (including, without limitation, repair or replacement, as applicable, of all damaged and broken fixtures and appurtenances) with replacements of any materials to be made by use of materials of equal or better quality. Further, Tenant shall be responsible for, aid upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Project or the Premises caused by: (a) activities of Tenant or any Tenant Party in or at time Premises or any other portion of the Project; (b) tie 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 of any Alterations that are not consistent with Building Standards (as defined in the Work Letter); or (a) any act or omission by Tenant or any Tenant Party or any other person permitted in or invited to the Premises or the Project by Tenant or any Tenant Party. ARTICLE 10 - ALTERATIONS 10.1 Landlnrd's Work Landlord's sole construction obligation under this Lease is set forth In Elie Work Letter. Except as expressly provided in the Work Letter. Landlord has made no representation or Waranty to Tenant and has no obligation to alter, roniodel, improve, renovate, repair or decorate the Premises, the Building, or the Projcet or any portion thereof. Tenant further acknowledges and agrees that no representations respecting the condition of die Premises, the Building or the Project have been made by Landlord to Tenant except as specifically set forth in this Lease. 10.2 Landlord's Consent: Conditions. Except for Permitted Alterations, Tenant shall not make any Alterations (or allow or permit any Alterations to be made) without first obtaining the prior written consent of Landlord, which consent shall be requested in writing not less than fitleen (15) business days prior to the scheduled and actual commencement of any Work therein. All such Alterations: (a) shall comply with all applicable Laws, (b) shall be compatible (as determined in good faith by Landlord) with the Building and all Building Systems: (c) shall not iuterf'ere with Elie use and occupancy of any other portion orthe Building or the Project by any other tenants or their invitees; (d) shall 110L be visible from the exterior of the Building or (Font any Common Areas: and (e) shall not affect die Integrity of the structural portions of the Building, In addition, Landlord may impose as a condition to its consent to tiny Alterations, such additional requirements as Landlord in its sole discretion deems necessary or desirable (including, without limitation, a requirement f'or Tenon to obtain (or require its contractor to obtain) n completion and lien indemnity build prior to commencement or ally Attentions). Within ten (10) days of written demand theraror, Tenant shall: (I) reimburse all costs and expenses -incurred by Landlord because of Tenant's Alterations and (if) shall pay Landlord's supervision fee in an amount equal to ten percent (10%) of the cost of' tile Alterations in question (provided Eliot no supervision fee shall bo payable with respect to Permitted Alterations). Tenant mid Tenant's contractors shall comply With such consuvetion 1111CS Gild ®gulations and building standards as Landlord may promulgate from time to 801 Ft Oulu Ceener De—Qi, afSanmAna Lease .9. time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or die Building, whether outside or inside of the Premises, required by any governmental agency or by Low as a condition or 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, alterations or improvements (al Tenant's sole cost and expense) or require such performance directly by Tenant, 103 Perforninnee of Alterations Work. All work relating to all Alterations (other than the initial Tenant Improvements, which will be performed by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sole cost and expense and shall be prosecuted to completion in a diligent, first class manner (and so as not to interfere with any other tenants or occupants of the Project), and in compliance with any plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all applicable Laws, and the requirements of all carriers of insurance on the Premises, Building and Project, the Board of Underwriters, Fire Rating Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with die making of any Alterations, and Tenant shall not modify or alter any improvements or components of the Building or file Project outside orthe Premises. Upon completion of any Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within tarty (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 Die Liens. Tenant shall pay when due all costs for work performed and materials supplied to file 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 file Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant, and Tenant shall indemnify, defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances. Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been filed. Tenant shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of nim- esponsibility. 10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements diet existed in the Building as of the Effective Date), in which event, prior to the date of expiration or temination of this Lease, Tenant shall remove the Leasehold Improvements designated by Landlord to be so removed, and shall restore, patch and repair may resulting damage to the Premises, Building and Project, all nt 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 die expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Promises or the Project caused by such removal. If Tenant falls 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 deenned to have abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereorupon demand), or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party). ' ARTICLE II - TRANSFERS 11.1 Restrictions Permitted Subleases. I L I.1 Restriction, Except as provided in Section 11.1 2 below, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11.4 below. Any Transfer in violation of the provisions of this Article I shall be null and void. Notwithstanding anything contained in this Article I I to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or In part oh the net income or profits derived by any person from the property [eased, 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 then 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 Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, Including, without limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to comply with the State Requirements specified in Exhibit "L" attached hereto, Any sublease permitted without the consent of Landlord under this Section 11.1.2 (a "Permitted Sublease") shall noL be subject to any the requirements, restriction or limitations set forth in Section 11.2, Section 113, Section 11.4 Section 11,5 or Section 11.6 below 11.2 nifice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tennnt shall submit to Landlord; (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (I80) days) prior to the effective date of the proposed Transfer, and (b) four (4) Originals of the proposed assignment or sublease or other Transfer document all u fin ii approved by Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment and Assumption or Lease and Consent executed by Tenant and the proposed Trunsfsme. If Tenant modifies any of the nnsleritil terms and conditions relevant to a proposed Transfer specified in tine Transfer Notice, Tenant shall resubmit such Transfer Notice to Landlord I'or its consent. Following delivery of a Transfer Notice, Tenant shall additionally provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request. including. without limitation, credit reports, business pions, operating history, bank and character references. 11.3 Landlord's Recanture Mill ts. At any time within twenty (20) business days after Landlord's receipt orall of the inforn iLion and documents described in Section 112 Landlord may, ul Its option, in its sole slid absolute discretion. by written notice to Tenant, elect le: (a) in the case orn proposed sublease, sublease [lie Premises or the potion thercorproposed to be sublet by Tenant upon the same terms as those offered to the proposed subtentin; (b) in the case of a proposed assignment, take an assignment of this Lease upon the same terms as those offered to the 801 fl'Cieic Ceww-Dr—Gift ofSruna,Ua Lance -to- proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises, For the avoidance of doubt, this Section 11.3 shall not apply to any Permitted Sublease. 11.4 Landlord's Consent: Standards. 11.4.1 if Landlord does not exercise any of the options described in Section 11.3 above, then within twenty (20) business days following its receipt of a Transfer Notice (and all of the other items described in Section 11.2 above), Landlord shall notify Tenant whether it will grant or withhold its consent to the proposed Transfer in accordance with Section 11.4 below. Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, that In addition to any other grounds available hereunder or under applicable low for properly withholding consent to such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withheld its consent to any proposed Transfer if. (a) in Landlord's good fledn judgment: (1) the proposed Transferee does not have the financial strength (taking into account all of the Transferee's other• actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (ii) the proposed Transferee is of a character or reputation or engaged in a business which Is not consistent with the quality of the Projector file business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project or (III) the use of the Premises, the Building or the Project by the proposed Transferee would; (A) significantly increase pedestrian traffic in and out of the Building and/or the Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any alterations to fife 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 pennitted under this Lease; (d) either the proposed Transferee, or any poison which directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee (i) occupies space in the Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (11) is a direct competitor of Landlord; (e) 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 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 fire 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 city such right); (i) the proposed Transfer would be on economic terms (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 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 A.1 shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, ifTenant or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article 11. then the sole remedy of Tenant and such proposed Transferee if such claim Is delernhfned by a court of competent jurisdiction to be successful shall be a declaratory judgment and an injunction for ilia relief sought without any monetary damages or other monetary relief. To the maxinnun extent permitted by Law, Tenant and coal] proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any third party or pales (including, without limitation, Tenant's proposed Transferee and/or any broker representing 'tenant and/or such Transferee in connection with a proposed Tronsfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article 1 I satisfy the conditions set forth in Section 1951.4 of the California Civil Code with respect to die availability to Landlord orcertain remedies for a default by Tenant under this Lease. 11.5 'transfer Profits. Subject to die provisions of this Article 11 if Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Landlord fifty percent (5001.) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Profits that Tenant either has or will derive from a Transfer, Landlord or its representative shall have the right at all reasonable times to audit tie books and records of Tenant with respect to the calculation or Transfer Profits, If such inspection reveals an underpayment by Tenant ofTransfcr Profits, Tenant all all pay to Landlord the deficiency and the cost of landlord's audit within ten (10) business days after its receipt of the results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Pemdtted Sublease 11.6 Landlord's Costs, With respect to each 'transfer (other than a Pennited 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 Lnndiord'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 Continufne Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this Article I (including. but not limited to, any assignment of this Lease), Tenant shall remain as folly and primarily liable fertile payment of Reu and for the performance ora11 other obligations orthe "'tenant" contained in this tease to the sane extent us ii'the Transfer had not occurred. Any act or omission of any Transf'orce that violates the terms orthis Lease shall be deemed a default by Tenant under this Lease. and following expiration orlhe applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (and/or any of its successors as the "Tenant' hereunder) without the necessity of exhausting its remedies against such Trauleree (notwithstanding the fact that the Original Tenant (and/or any of its successors as ilia'"renane hereunder) ma'v have assigned all or its right, title and Interest in this Lease). Landlord Play consent to subsequent Transfers orthis Lease with Transl'erces of Tenant, upon notice to Tenant, but without obtaining Its or their consent thereto, and such action shall not relieve Tenant of ifs liability under this Lease. 11.8 Non-Walvei. The consent by Landlord to tiny Transfer shall not relieve Tenant, or any Person clninning through Or under Tenant, of the obligation to obtain tie consent orlandlord. pursuant to fits Article 11, to any limber Tannsler. Following any Transfer, Landlord may collect Rent from the Transferee without waiving any rights hereamlCr, and collection ol'the Rea from a Person other than Tenant shall not be $01 r O-Ir C'onror Or— Cry ojSnala Ana Leave •I I- deemed a waiver of any of Landlord's rights tinder Otis Article 1 I, 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. AR'1'iCLE 12 -SUBORDINATION AND A11YORNM ENT; ES'foPPEL CERTIFICATES• FINANCIAL STATEMENTS. 12.1 Subordination and Attornmcnt, 12.1.1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security instruments which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises and Ore rights and interests of the 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 of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Instruments to this Lease, and in such case, in Ore event of the termination or transfer of Landlord's estate or Interest in the Project by reason of any termination or foreclosure of any such Security instruments, Tenant shall, notwithstanding such subordination, attom to end becmne 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 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 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 Ore 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 attomment described in this Section 12.1.1. 12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or die Project (or any portion thereof) require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost crexpense to Tenant, or In any other way materially and adversely change the rights and obligations of Tenant hereunder, then and In such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days following Landlord's request themfr, 12.2 Estonmel Certificales. 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 Bolder of any Security Instrument, including, without limitation, that: (a) this Lease is unmodified and in full force and effect (or setting forth any modifications that hove occurred), (b) the dates to which die 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 eontahned in this Lease (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts forwhieh certification is reasonably required by Landlord or customorily required by any prospective purchaser or Holder to which such estoppel certificate is being provided. 'fhe form of the statement attached hereto as Exhibit"[" is hereby approved by Tenant for use pursuant to Oils 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 in PoII 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, mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project. 121rfnancra1 5 atiment i7kC airy trnie dw-1ag'th6 Term,—fenan-:i[1—a11; upor'fiv6 ZS) business—lr ays'-pi tar noEll cc from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for each of Tenant and the Guarantor (if miry). Such statements shall be prepared in accordance with generally accepted acceunung principles, consistently applied, and shall be audited by an independent certified public accountant. ARTICLE 13—CASUALTY: TAILING 13.1 Casualty 13.1.1 Reoair of the Premises. Tenaul shall promptly notify Landlord in writing (a "Damage Notice") of any casualty event, damage or condition to which this Section 13.1 is or may be applicable (a "Casualty"). Landlord shall, widrin a reasonable time after the discovery by Landlord of any derange resulting from any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Section 13,1 begin to repair the damage to the Project and the Premises resulting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (the "Restoration") to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws or covennnts, conditions and restrictions, and modifications deemed desirable by Landlord; provided, however, that Landlord shall not be required to repair or replace miry or the Lenschold Improvements or any of Tenant's Personal Property (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a result of any Casually, or the Restoration, regardless of the cause therefor. Base Rent, and Additional Bent payable under Sections 4.2 and 41, shall abate if and to the extent Tenant ceases to occupy a material portion of the Premises that was damaged by a Casualty and rendered unfit for occupancy (for the Permitted Use) as a result lhercor. for the period of time commencing on the date 'Tenant vacates such damaged portion of the Premises and continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, Lunt such abatement shall be lindted to the proceeds of rental interruption insurance proceeds with respect to the Premises and such Casualty collected by Landlord. 13.1.2 Exccntions In Landlord's Obligations. Notwithstanding anything to the contrary contained in this Section 13.1, Landlord shall have no obligation to repair the Premises and shall have the right to terminate this Lease in any case whom: (a) any portion of flic Premises or any material portion of the Pro,(ect is damaged and (b) any of the following conditions exist: (i) Landlord estimates in good faith that the Restoration cannot reasonably he completed (without the payment orovertime) within one hundred eighty (150) days or Landlord's discovery of the 3011V'Clvic Center Ur--Cf0, afSanm.tan Lease • 12- 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 the obligation secured by such Security Instrument, (iII) the cost of the Restoration is not fully covered by Insurance proceeds oval lable 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 time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the last eighteen (18) months a the Term (disregarding Extension Terms, If any). Such right of termination shall be exercisable by Landlord by delivery of written notice to Tenant ra any time following die Casualty until sixty (60) days following the later of: (A) delivery of die Damage Notice or (B) Landlord's discovery or determination of any of the events described fn clauses (I) through (v) oFlhe preceding sentence, and shall be effective upon delivery of such notice of termination or ifTenait has not vacated die Premises, thirty (30) days thereafter). 13,1.3 Waive . Landlord and Tenant agree that the provisions orthis Section 13.1 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or oily portion of the Prenises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect (including without Ilmitation, Sections 1932(2) and 1933(4) of the California Civil Code, as amended from time to time). 13.2 Taking If the whole or a material portion of the Premises, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the "Taking Date'). in the event of a Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may, terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days following the Taking Date, If a portion of the Premises is so.taken and this Lease is not terminated: (a) Landlord shall, with reasonable diligence and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold Improvements that are not consistent with then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises so taken. Except as expressly provided otherwise in this echo .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 a separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No Taking of any portion of the Premises, the Building or die Project (or any portion lhereoo for a period of less than two hundred seventy (270) days (a "Temporary Taking") shall terminate this Lease or entitle Tennnt to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such Temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Tenn of this Lease. This Section 13,2 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 oFthe California Code of Civil Procedure and the provisions of any successor or other law of like import. ARTICLE I4-INDENINIFI CATION AND INSURANCE 14.1 Waiver of Liability and Indmnnificatiou. Except to the extent expressly provided to the contrary herein, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss orprofits and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations ordisturbance, water, rain or snow, or leaks from any part the Building or from die pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischief, Tenant shall indemnify, defend, protect and hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (a) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant mid any third party; provided that Tenant slmll not be requited to so indemnify, de Fend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willf d misconduct of Landlord, its agents or employees. 14.2 Insurance. At all times during the Terni ofthfs Lease, Tenant shall: (n) procure and maintain, at its sole expense, the insurance policies described In Exhibit "G', attached hereto and (b) otherwise comply with each and all of due obligations and requirements set forth in Exhibit =. Londiord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit " " is adequate to protect Tenant against Tenant's undertakings under the terms of this Lease or otherwise, and if'fenant believes that such insurance coverage required under this Lease is fnsullicfent, at its own expense, Tenant shall provide such additional insurance as Tenant deems adequate, 14.3 Waiver nr5ubrogation. Notwithstanding any provision of this Article 14 to the contrary, landlord and Tenant intend drat their respective property damage loss risks shall be borne by their respective insurance carriers to the extent of the properly damage insurance that each of Landlord mid Tenant are required to carry under Exhibit"C', and except as expressly provided otherwise In tits Lease, in the event of a properly loss. each of Landlord and Tenant hereby agree to look solely to, and seek recovery only ham, their respective property damage insurance carriers to the extent that such property loss is are type that is covered by the property domage insurance it is required to carry under Exhibit "C As long as such waivers of suhrogmion are reasonably available, each of the parties hereto hereby waives all of its rights and claims against each of the other parties hereto 1•or such losses. and provided such waiver of subrogation shall not affect the right of such party as the insured under its property damage policy for policies) in recover thereunder, wolves all of the rights of subrogation of its property domage insurers. Tho parties hereto further agree that, so long as no material additional premium is charged therelbre, their respective property insurance policies are now, or shall be, endorsed such that the foregoing waiverofsu6rogatioo shall not affect the right ofthe insured to recover thereunder. A lKrICLE I$-rVFNTS or numi T AND REMEDIES 13.1 h+cnts of Dcl'quft By Temtin. The occurrence of oily of the fallowing shall constitute a material default and breach of this Least.: by Tenant (an "Event of IDefauk"): 801 W Civic fearer Dr -Cite gfSw m aan Leave -13- 15.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof (or to perform any or! is obligations under Article 6 above), if such failure continues for three (3) days following Landlord's delivery of written notice thereof. 15.1.2 The abandonment of the Premises by Tenant, or the vocation of the Premises by Tenant for a period of ten (10) consecutive days (with or without the payment of Rent), or the failure orTenoit to lake occupancy of the Premises within thirty (30) days of the Commencement Date (It being agreed Out the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned One Premises). 15.1.3 Any failure by Tenant to execute and deliver any statement or document described in Article 12 requested by Landlord within the time periods specified therein, If such failure continues for three (3) days after Landlord's delivery of written notice thereof. 15.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other thml those described in Sections 15.1.1, 1 S_i.2 and 15.1.3 above, if such failure continues for twenty (20) days (except where a different period of time is specified in Oils 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 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 Rimished. 15.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 11. 15.1.7 The filing or execution or occurrence of any one of the Following: (a) a petition in bankruptcy or other insolvency proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or any general partner of Tenant seeking relief under any provision of the Bankruptcy Act, (a) an assignment by Tenant or any general partner of Tenant for the benefit of creditors, (d) a petition or other proceeding by or against Tenant or any general partner of Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any general partner of Tenant or any property of Tenant or any general partner of Tenant, (e) a proceeding by any governmental authority for One 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 coneem, or (f) 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 Otis Lease, the attempted repudiation or revocation orany such guaranty or tie participation by any such guarantor in any other event described in this Section 15.1 (as if this $t•.c((on 15 U referred to such guarantor in place of Tenant). 15.1.9 Any default that 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 of Tenant. All of the notices described in this Section 15.1 shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of an unlawful detainer or other legal proceeding. 15.2 Remedies. Upon the occurrence of any Event of Default by Tenant, in addition to any other remedies available to Landlord at law or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any one or more of the remedies described in Section I of Exhibit 11' attached hereto, each and all of which shall, subject to applicable law, be cumulative and nonexclusive (and all of the other previsions of section I of Exhibit "H" shall apply to an Event of Default by Tenant hereunder), ARTICLE 16— LANDLORD DEFAULT: LANDLORD'S L IABTI ITV 16.1 Lnndlot'd 1 efaall. Landlord's failure to peribrm or observe any or its obligations under this Lease shall constitute a material defhull by Landlord under this Lease (a "Landlord Derau1M) only if such failure shall continue for a period of thirty (30) days of er Landlord (tad each Notified Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and identifying the applicable Lease provision(s)); provided, however, that if the nature of the default is such that it cannot be cured within the thirty (30) day period, no Landlord Default shall exist if Landlord (or any Notified Party) commences the curing of the applicable default within thirty (30) days following its receipt of Tenant's default notice and thereafter diligently prosecutes the same to completion. Subject to the remaining provisions of this Lease, following the occurrence of any Landlod Def<mlt, Tenant shalt have the right th pursue any remedy available under Law for such Landlord Default by Landlord: provided, however, that in no case shell Tenant have any right to terminate this Lease on account of any such Landlord Default. 16.2 Landlord's Lease Undertakin n. Notwithstanding anything to the contrary contained in this Lease or any other Lease Documents, it is expressly understood and agreed by and between the parties hereto that: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successes and assigns) with respect to: (!)any actual or alleged breach or breaches by oron the pat of Landlord of any of Landlord's Lease Undertakings or (ii) any mntter relaling to Tenant's use or occupancy of the Premises shall be limited to an amount equal to the lesser of.. (x) Landlord's equity Interest in the Building and (y) the equity interest Landlord would have in the Building irthe Building were encumbered by independent secured Oiumcing equal to eighty percent (80%) of the value ordhe Building: (b) Tenant shall have no recourse against any other assets ur Landlord or any other Landlord Parties (or their offices, directors or shareholders); (a) except to the extent or Londlord's equity interest in the Building(to the extent provided above), no personal liability or personal responsibility of any sort with respect to any or Landlord's Lease Undertakings or any alleged breach thereof Is assumed by, or shall at any time he asserted or enforceable against. 801 -14- Landlord or any of the other Landlord Patties, and (d) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form or consequential damage as the result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings or in connection with any other matter relating to Tenant's use or occupancy of the Promises. 16.3 Sale by Landlord. A sale or conveyance by Landlord of the Project or of any portion thereof containing the Premises shall operate to release Landlord from any liability with respect to any of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor a rTenant (list are to be performed after (and/or that first accrue after) such sale or conveyance, and Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease for the perfonuanoe ofall of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor or-renont that are to be performed after (or that first accrue after) such sale or conveyance (and for satisfaction of all liabilities arising out of the some). This Lease shall not be affected by any such sale, however, and Tenant agrees to attom to the purchaser or assignee, such attornment to be effective and self -operative without the execution of any further instruments by any of the parties to this Lease, ARTICLE 17 - lv1ISCELLANEOUS 17.1 Notices, All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve on the other (or any Holder) shall, except as expressly provided otherwise herein, be In writing and may be served, as an alternative to personal service, by mailing the same by registered or certified mail, postage prepaid, or by a reputable overnight courier service, which provides evidence or delivery, addressed to the Landlord at the address for Landlord set forth in item 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set forth in Itern I LI of the Basic Lease Provisions, or, from and after the Commencement Date, to the Tenant at the Premises whether or not Tenant has departed from, abandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate written notice to the other. Any such notice, request or demand shall be deemed to have been served at the time the same was posted. 17.2 Brokers. The parties recognize as the broker(s) who procured this Lease, the firm(s) specified in Item 9 of tie Basic Lease Provisions and agree diet Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall have no responsibility therefor unless written provision to (he 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 fee due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims relating thereto. 17.3 Rights Reserved by Landlord, 17.3.1 Entry by Landlord. Landlord may enter the Premises at all reasonable times to: (a) inspect the same; (b) exhibit the same to prospective purchasers, lenders or tenants; (a) determine whether Tenant Is complying with all of its obligations under this Lease; (it) supply janitorial and other services to be provided by Landlord to Tenant under this Lease; (a) post notices of non -responsibility; (a) exercise any or Landlord's rights or perform any or Landlord's obligations under this Lease; (f) make repairs or improvements in or to the Project or the Premises (provided, however, that at 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 tar damages for any injury or inconvenience to, or interference with, Tenant's business, any loss of occupancy or quiet enjoyment of the Premises or any other loss uccasioncd by such entry. Landlord shall at all times hove and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have tie right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord shall riot act as a termination of Tenant's duties under this Lease. If Landlord shall be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord. 17.3.2 Right to Lease: Proicct or Building Name and Signage, Landlord reserves the absolute right to: (a) lease space in Elie Project and to create such other tenancies in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the Project; (b) to change the name or street address of tie Building and/or tie Project; and (c) to install, affix and maintain any and all signs on the exterior and on the interior of the Building and/or the Project as Landlord may so desire, in its sole discretion. Landlord does not represent and Tenant does not rely upon any specific type or number otenants occupying any space in the Building or the Project during the Term of this Lease. Tenant shall not, without tie prior written consent or Landlord, use die name of the Building and/or the Project, or any pictures or illustrations of the Building and/or the Project. in Tenant's advertising or in any other publicity, and to the extent that Landlord grunts such consent, shall refer to die Building and/or the Project by the name designated by Landlord. 17.3.3 The Other Improvements, If portions of the Project or property adjacent to the Project (collectively, the "Other Improvements") are owned by an entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter into an agreement with the owner or owners or ally or all of the Other Improvements to provide: (a) for reciprocal rights of access and/or use of the Project and the Other Improvements; (b) for ilia common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Ogler Improvements; (c) for lire allocation of a portion or the Operating Expenses to the Other Improvements and the operating expenses and taxes for tie Other Improvements to the Project; anti (d) for the use or improvement of ilia Other Improvements and/or the Project in connection with theimprovement, construction, and/or excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or construed to limit or ptherwise uffect Landlord's right to convey all or any portion of the Prolect or any other of Landlord's rights described in this Lease 17.3.4 Renocntimi of the Project and Other Improvements/Construction of New Improvements. Tenant acknowledges that portions of the Project and/or the Other Improvements may he under construction fri owing'ren int's occupancy of the Premises, and that such construction may result in levels or noise. dust, obstruction of access. etc. which are in excess ol'that present in a filly constructed project. Tenant acknowledges and agrees that Landlord may alter. remodel, improve and/or renovate (collectively, Elie "Construction Work") the Building. Premises, and/or the Project (including, without limitation, by constructing new improvements in Common Areas), and in connection with any Construction Work, Landlord may, among other things, erect scal7biding or other necessary structures in the Dullding, or elsewhere in or at the 801 If'Ch-ly Cen1vr Dr— C7h' u rSaWa Aral Leave -15- Project, restrict access to portions of the Project, including portions of the Common Areas, or perform work in the Building and/or the Project. Tenant hereby agrees that such Construction Work and Landlord's actions in connection with such Construction Work shall in no way constitute a constructive eviction or Tenant nor entitle Tenant to any abatement of Real. Landlord shall have no responsibility or liability to Tenant for any injury to or interference with Tenant's business arising from any such Construction Work, and Tenant shall not be entitled to any damages from Landlord for loss of use of the Premises, in whole or In part, or for loss of Tenant's personal property or improvements, resulting from the Construction Work or Landlord's actions in connection therewith or for any inconvenience occasioned by such Construction Work or Landlord's actions in connection therewith. 17.3.5 Other Mitts Reserved by Landlord Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession 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 of signs,.window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article 10 the design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for substantially the some purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or the Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no such change shall materially adversely affect access to file Premises; (d) to grant any party the exclusive right to conduct any business or render any service in the Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes permitted under this Lease; (a) to prohibit the placement of vending or dispensing machines of any kind in or about tine Premises other than for use by Tenant's employees; (f) to prohibit the placement of video or other electronic games in the Premises; (g) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building and/or the Project; (h) subject to Tenant's rights of access under Section 2.1.3to 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 odes 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 die 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 the Premises; (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 the Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a patting 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 lake) reasonably appropriate action to comply with any Law or mandatory controls or voluntary controls promulgated by any governmental or quasi -governmental authority or public utility relating to: (i) the use or conservation of energy, water, gas, light or electricity, reduction of automobile or other emissions, or tine provision of any other utility or service and/or (ii) die reduction and/or management of traffic, transportation or parking In or around the Project. 17.4 Light and Air. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder. 17,5 Force Mnieure. Landlord shall incur no liability to Tenon with respect to, and shall not be responsible for any failure to perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of Landlord, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by fire, earthquake, civil commotion, or failure or disruption of utility services (a "Force Majeure Event"). The amount of time for Landlord to perform any of Landlord's obligations shall be extended by the amount of time Landlord (s delayed in performing such obligation by reason or any such Force Majeure Event whether similar to or different from the foregoing types of occurrences. 17.6 Attorneys' Fees: Governing Law: No Counterclaim: Choice of Laws• Waiver orJury Trial. 17.6.1 Attorneys' Fees. lfeilher Landlord or Tenant shall commence any action or other procceding 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 odner relief, its actual attorneys' Ices irrespective of whether or rat die action or other proceeding is prosecuted to judgment and irrespective of any court schedule of reasonable attorneys, fees. hi addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in collecting Rental, otherwise seeking enibrcement against Tenant, its sublessees and assigns, of Tenant's- obligations under this Lease. I7,6 2 Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the state of California (without regard to its conflict of laws principles). 17.6.3 Choice or Jurisdiction. Tenant hereby submits to local jurisdiction in the State or California and agrees that any action by Tenant against Landlord shall be Instituted in the State ofCalifornfa and that landlord shall have personal jurisdiction over Tenant for any action brought by Landlord ugainst'renant in We State orCalifonia. 17.6.4 Waiver of Trial by .)urv, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EAC I I EXPRESSLY WAIVE THEIR RIG[ IT 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 PARTIES. THE FILING OF A CROSS. COMPLAINT BY ONE AGAINST TIIE OTHER IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE' 17.7 OFAC Compliance. Tenant represents, warrants and covenants to Landlord: (a) that neither the Tenant nor any person orentity that directly owns a I O°ru or greater equity interest in it nor any of its officers, directors or managing members is a person or emity with whonn U.S. 801 W C6de Center Dr- CIO, grSrmM Aar Leave -16- persons or entities are restricted from doing business under OFAC regulations (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, Executive Order 13224, or other governmental action, (b) fiat Tenant's activities do not violate the Money Laundering Act, and (a) [list throughout the lens of this Lease the Tenant shall comply with Executive Order 13224 and with the Money Laundering Act. 17,8 State Snccific Requirements. 17.8.1 Callia•nia Civil Code Section 193„8. As of the dote of this Lease, the Premises, Building and Project have not been inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -relined accessibility standards understate law, Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject promises 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 lime 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 Califarmfa Public Resources _Code Section 25402.10, 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 parties (including, without limitation, prospective purchasers, lenders and tenants of the Project) information concerning the amount orelectrieal power consumed at the Project ("Electrical Energy Use Disclosures"), mid (b) in miler to make such Electrical Energy Use Disclosures, Landlord may need to obtain information regarding Tenant's consumption of electrical power in the Premises (it' and to the extent that delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor: (i) copies of (or access to) bills or other records reflecting the delivery of electrical power to die Premises or any applicable portion thereof that is measured by a meter in Tenant's name and/or (it) other infor intion (such as without limitation, the number of employees regularly working at the Premises (or any applicable portion thereof), the types of equipment regularly used at the Premises (or any applicable portion thereol) and/or the regular operating hours at die Premises (or any applicable portion thereof)) that is reasonably required for Landlord to estimate the amount of electrical power consumed at the Premises. 17.9 Fair Emnlovment PractiecslNao-Discriminatian. Landlord agrees, subject to applicable laws, rules and regulations, that no person shall be subject to discrimination in tie performance of this Lease on the basis of nee, color, religion, national origin, sex, sexual orientation, gender Identity, AIDS, HIV status, age, disability, handicap or veteran status. Landlord shall take of mnadve action to ensure that applicants ere employed and that employees are treated during employment without respect to any of these bases, including but not limited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates orpay or other forms of compensation, mid 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 the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning orits terms and the intent of the parties. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. All tertns and words used in this Lease, regardless of the number or gender in which they arc used, shall be deemed to includd the appropriate number and gender, as the context may require, Each covenant, agreement, obligation or other provision of this Lease to be perfinned by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of this Lease. Time is of the essence of this Lease and the performance of all obligations hereunder. In the event any provision of this Lease is found to be unenforceable. the remainder of this Lease shalt not be affected, and any provision found to be invalid shall be enrameable to the extent permitted by law. The parties agree that if two different Interpretations may be given to any provision hereunder, one of which will render the provision unenforceable, and one or which will render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted. I7,11 No Partnership or Joint Venture; No Third Party Beneficiaries, Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or parbhership, 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 panes shall have any rights hereunder as against Landlord. For tie avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties are intended third party beneficiaries of and shall have the right to enforce Sections K 1 14 2 143 and IG 2 above 17.12 Entire Aareennent Amendment; Successors; Survival op Oblfaaticns. This !.ease contains all of the agreements and understandings relating to tie leasing Of the Premises and die obligations of Landlord and Tenant in connection with such leasing. Landlord has not made, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except those expressly set forth herein. This Lease supersedes any and all prior agmemunls and tmdersrundings between Landlord and Tenant and alone expresses the agreement of the parties. This Lease shall not be amended, changed or modilled in any away unless in writing executed by landlord and Tenant. Landlord shall not have waived or released any of its rights hereunder unless in writing and executed by the Landlord. Except as expressly provided herein, this Lease and the obligations or Landlord and Tenant contained herein shall bind or inure to the benefit of Lundlortl and Tenant and their respective successors and assigns, provided this clause shall not permit an) Transicr by Tenant contrary to the provisions of rkLa 11. Any obligations of Tenant staining prior to the expiration of this Lease shall survive the termination arthis Lease, and 'tenant shall promptly perform all such obligations whether or not this Lease has expired. 17,13 Prohibition Against Recordina. Neither this Lease nor any memorandum. nriidavit or other writing with respect thereto shall bd recorded by Tenant or by anyone acting through, under or on behalf orTcomit. $a @ Chic Center Dr— c113, ofSanai Awr Leave -17. 17.14 Con lid en tint itv. Tenant agrees that: (a) the terms and provisions of this Lease era subject to the terms of the California Public Records Act and Freedom of Information Act 17.15 No Offer to Lease, The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lease the Premises, This Lease shall have no force and effect until: (a) it is executed and delivered by Tenant to Landlord, (b) It is fully reviewed and executed by Landlord said (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 orlhe time and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease lie 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, if Tenant signs as a cogmoration, partnership, limited liability company or other similar entity, each of the persons executing this Lease on behaifof 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 fhll right and authority to enter Into this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shalt provide Landlord with evidence reasonably satisfactory to Landlord confinning the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so. 17.17 Counterparts: Facsimile Execution, This Lease may be executed in counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document. Each of the parties hereto agree that the delivery of an executed copy or counterpartof this Lease by facsimile or email shall be legal and binding and shall have the same M force and effect as if an original executed copy or counterpart of this Lease had been delivered. (Signatures Appear an Nest Pagel 801;VChtie Center Dr— C1tr ofSauat Aan Lease • I $- IN WITNESS WI IF REO F. this Lease is hurey executed as ol'the Effective Date. LANDLORD: CP SANTANA, LLC• THE CITY OF SANI'A ANA, a Delewnre_lintitcd lin,'IitY_cnurWuty a Munioipnl cutporatim,. 1i3y Name: Andrew Osborne Nome; Cynthia 1. Kurtz r1P or r Title: Authorize ) Titles Interim City Mnnalcr ATTEST: _ @!Eli NaName: MariuHaizar Ttticr: Cleric,. of the Council EfTective Date: .2017 APPROVED AS TO FORM: Sonio R. Carvalho, City AA�tttt(o_r_n_eey,_— Lisa.. Storck, Asst. City Attomey RECOMMEND APPROVAL: Robert M. Zur SL =de, interin, Eseculive Director Cmlimu rity Development Agency 801 Ann lame .I9- �i EXHIBIT B NOTICE OF LEASE TERM DATES To: City of Santa Ana SOS 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 West Civic Center, Santa Ana, California. Deborah Sanchez: In accordance with the Lease, we wish to advise you and/or confirm as follows: I, The Premises 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 set forth in Item 4 of the Basic Lease Provisions of the Lease. 3. If the Commencement Date Is other than the first day of the month, the first billing will contain a pro rata adjustment. Each billing thereafter, with die exception of tine 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 Roseerans Avenue, Suite 3270, E1 Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. 5. The Premise contains 19,321 RSF, 6, Tenant's Proportionate Share is 15,561%, LANDLORD: CF Santana, LLC, s.Detahr'ar� fu a to r pe Name: Alldrew [leboo-- Title: Authorized Signatory TENANT: TRY CITY OF SANTA ANA, a Municipal corporation r— By: --+ Print Name: Raul On i ez o Title: City Manager A� VED AS TO FORM Maria D. Huizar // 1) 0 Clerk of the Council City Attorney EXHIBIT "C" WORK LETTER TI-tiS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain Office Lease (the "Lease") by and between CF SANTANA. LLC, a Delaware limited liability company ("Landlord") and T14E CITY OF SANTA ANA, a Municipal corporation. ("Tenant"). This Work Letter sets forth the terns, covenants and conditions relating to the construction and installation orthe Tenant Improvements in the Initial Premises. All capitalized terns used heroin not otherwise defined herein shall have the meanings attributed to such terns in the Lease. 1.1 Landlord's Architect and the Engineers. Landlord shall engage (a)Fraser McClellan or another qualified Interior architect selected by Landlord ("Landlord's Architect') to prepare die Construction Drawings (defined below) for the Premises based upon the Final Space Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for the structural, mechanical, electrical, plumbing, BVAC, lire safety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Final Space Plan: Space Planning Allowance. A copy orthe final space plan (and pricing plan) for all Tenant Improvements in the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C-1", Landlord shall bear all costs and expenses in connection with the Preparation of the Final Space Plan ("Space Planning Costs in an amount equal to $2,$98.15 (i.e., $0.15 per RSF in the Initial Premises). Any Space Planning Costs in excess of $2,898,15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount 1.3 Final Working Drawings. Based upon the Final Space Plan, Landlord shall cause the Architect and the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural and (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements in a form which is sufficiently complete to allow all subcontractors to bid on the work shown therein and to obtain all applicable Permits therefor, if any (defined below) (collectively, the "Final Working Drowings"). Tenant shall, within five (5) business days after Tenant receives the Final Working Drawings, either. (a) approve the Final Working Drawings, or (b) disapprove the Final Working Drewhigs Plan because a Design Problem exists and return the same to Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant rails to notify Landlord within rive (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 Filial Working Drawings are not consistent with die Final Space Plan. If Tenant disupproves the Final Working Drawings because they contain one or more Design Problems, then Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Working Drawings, with die foregoing procedure to be repeated until the Final Working Drawings for the Premises are ultimately approved (or deemed approved) by Tenant (as so approved, the "Approved Working Drawings"). The Approved Working Drawings, as modified by any Changes (defined below) approved by Landlord, and all parts or components thereof are sometimes refeiTed to herein as the "Construction Drawings". 1.4 Changes in the Final Space Plan and Approved Wei -king Drawings, No Changes (defined below) may be made by Tenant without die prior written consent of Landlord (in accordance with Section 1.5.1below); provided, however, that Landlord may withhold its consent in Its sole and absolute discretion to any Change which in Landlord Is judgment are unreasonable or would directly or indirectly delay Substantial Completion (defined below). Tenant acknowledges and agrees diet Tenant shall bear the cost of any Changes that are requested by Tenant. "ChuugWI means, collectively: (a) any changes, modifications or alterations in either the Filial Space Plan or the Approved Working Drawings or in the Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by Tenant in accordance with Section 1.3, above (or otherwise), other than any such changes, modifications or alterations that are required in order to eliminate a Design Problem. 1.5 Landlord's Review 1.5.1 Any approval or consent of Landlord hereunder with respect to any portion or component of the Construction Drawings or flue Tenant Improvements shall be granted or withheld on die basis of such standards as Landlord shell establish in good faith, from time to time, Landlord has established (or may establish in die frture) Building Standards for die components to be used in the construction of the Tenant Improvements in the Premises ("Building Standards"). The quality of all Tenant Improvements shall be equal to or or greater quality than the quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option, require the Tenant Improvements to comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the Building Standards I@om time to time. 1,5.2 Landlord's review of any matters (including, without limitation, any requested Changes), as set forth is this Wink Letter, shall he solely for (lie purpose of protecting Landlord's interests hereunder, and shall not imply Landlord's review or the same, or obligate Landlord to review the same, Ibr quality, design, Code compliance or other like matters, ror the benefit or Tenant or ally other party, and Landlord shall not be responsible for any omissions or errors contained in uny such items. SECTION 2 COSTOF THE TENANT I NI PROV FYI FLATS 2.1 Allocation orCosts: Allowance Amount; Tenant Immovement Costs. 2.1.1 Subject to the provisions of this Work Letter. Landlord hereby grants Teounl Air the Tenant Improvement Costs (defined below) tin nunount (the "Allowance .Amount") equal to $772,840.00 (i.e.. $40.00 per RSF in the Initial Premises). Tenant shall bear all 801 I4'Ch•!e Cemur Or—GYp• itfSunla rtua Lease I Exhibit C Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with die design and construction of the Tenant Improvements) in excess of the Allowance Amount ("Excess Tenant Improvement Costs") in accordance with the provisions of this Work Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to incur any obligation to make any payment or disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount. In oily event, at all limes Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the design and construction of the Tenant Improvements. "Landlord's Architect" means the quallfied licensed architect designated by Landlord from time to time as Landlord's Architect. 2.1.2 "Tenant Improvement Costs" means the following: (1) the fees of the Architect and the Engineers in excess of the Space Planning Allowance; (it) Landlord's customary supervision fee (the "Supervision Fee") in an amount equal to diree percent (3%) of the total Tenant Improvement Costs (excluding die Supervision Fee); (III) all fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (Lv) 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 ortmvel from/to public transportation and public rights -of -way, parking and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Improvements (without regard to the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection costs, trash i•entoval costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) die cost of cable and other telecommunications lines installed as part of the Tenant Improvements, but specifically excluding oily costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (viii) plan check, permit fees, license fees, Tide 24 fees and use taxes; and (ix) the cost of installing Building Standard window coverings; and (x) the costs of the tenant demiaing walls acid public corridor walla and materials to be installed on the second floor relating to the drywall and any finishes and hardware on the Premises side of such walls as designated by Landlord. 2.2 Payment of Excess Tenant improvement Costs by Tenant. Prior to commencement of performance of the Tenant Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the entire Estimated Excess Tenant Improvement Cost (defined in Section 3 2 1 below). If at any time during the course of performance of the Tenant Improvements, Landlord in good faith determines that the Excess Tenant Improvement Costs to be incurred in connection with performance of the Tenant Improvements will exceed the amount of my amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section 2_2 then not later thmh three (3) business days following Landlord's written request therefore, Tenant shot) pay to Landlord in cash the amount of such excess. Any fidlure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2 below) within the time periods specified above shall be treated as failure to pay Rent when the some is due under the Lease, and notwithstanding anything in this Work Letter or the Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its performance of the Tenant Improvements until such time as Tenant complies with the requirements of this Section 2.2, (b) any delays associated with any such discontinuance shalt be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (e) 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 2. . 2.3 Dishursemenl; Rccouciliotion of Costa, Landlord shall have the right to disburse the Allowance Amount together with all Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") for such Tenant Improvement Costs and in such order as Landlord shall determine. Following fhnal completion of the Tenant Improvements, Landlord shall reconcile (the'71 Cost Ideconcifiation") the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the'renant 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 die excess within three (3) business days of Landlord's written request therefor. 2.3.2 If the TI Cost Reconciliation indicates that the Tenant Credit Amount exceeds the total Tenant Improvement Costs incuntd 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 waling due) the amount of such excess Deposits to Tenant, and (b) to the extent that the '1'1 Coal Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder (any such excess the "Unapplied Allowance Amount"). then Tenant shall have the right, exercisable on or before the first (In) anniversary of the Commencement Date to deliver a Disbursement Request (together with all of the other items described in Section 2 3 1 above) requesting: (i) disbursement of funds from the Unapplied Allowance Amount for (a) Tenant improvement Costs gold directly by Tenant; (it) disbursement or up W $193,210.00 (i.e., $10.00 per RSF in the initial Premises) front the Unapplied Allowance Amount for FF&E Costs (defined below) incurred by Tenant; and/or (iii) disbursement of up to 00 005.00 (i.e., $5.00 per RSF in the Initial Premises) front the Uoapplied Allowance Amount for Cabling & Moving Costs (defined below) incurred by Tenant; provided that, for the avoidance of doubt, Landlord shall have no obligation under (his Section 2.3.2 or olhenvisa to: (A) disburse any amount in excess of the Unapplied Allowance Amount, (B) disburse more than the amount specified in clause (it) above for FF&E Costs. (C) disburse more than the amount specified in clause (III) above ]or Cabling and Moving Costs, (D) disburse any funds from the Unapplied Allowance Amount for which Tenant first requests disbursement oil or alter the first anniversary of the Commencement Date. "FF&E Costs" means costs incurred by'remmoL for Ihrnilure, fixtures and equipment and cabling fix (he Premises. and "Cabling & Moving Costs" means costs incurred by Tenant for cabling installed in the Premises and or for'renant's move into the Premises. 2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions or this Lease), it the Allowance Amount exceeds the load Tenant Improvement Costs incurred or disbursed by Landlord hereunder pies any onhounts disbursed to Tenant under Section 2.3.2 above, Tenant shall not be entitled to any credit against or abatement orRenl. 801 WCirvr Cerrrer Dr—Chp pjSunfrr Eton Lerrse 2 Exhibit C SECTION3 CONSTRUCTION; DELIVERY OFIPREMISESLEUBSTANTIAL COMPLETIONt PUNCH LIST ITEMS 3.1 Permits. Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the appropriate governmental entities and otherwise apply for all applicable building and other permits and approvals (collectively, "Permits") (!rally) necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the Tenant Improvements. Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant if any Permit (including, without limitation, any building permit, certificate oroccuponcy, or equivalent) is not timely or otherwise Issued, 3.2 Landlord's Solectlar and Retention of the Contraetor. 3.2.1 Landlord shall submit the Construction Drawings for the Premises on a fixed contract amount (or GMAX) basis to a general contractor selected by Landlord (the "Contractor"), which Contractor shall be independently retained by Landlord (pursuant to such construction contract form as Landlord shall in good faith determine) to construct the Tenant Improvements in accordance with the Construction Drawings. Landlord reserves the right to designate the subcontractor or subcontractors to perform particular trades (or components of) the Tenant Improvements such as tire/life safety, HVAC, structural and electrical work. 3.2.2 Landlord reserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the Contractor for nonperformance (as determined in good faith by Landlord) and in such case Landlord may select another general contractor to complete the Tenant Improvements, Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby waives all claims against Landlord, and Landlord shall have no responsibility or liability to Tenant, on mccomtt of any nonperformance or ally misconduct of any Contractor (or any subcontractor thereof) for any reason. 3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2, the following shall apply: (a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 et seq, of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. (b) Landlord shall require the Contractor to furnish all subcontractors/employzes a copy of the Department of Industrial Relations prevailing wage rates which Lessor will post at due job site. For further infornotion on prevailing wage: http://www.dir on eov/dlsr/statistics re ea •ch. to (c) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) the payroll record keeping and availability requirement ot•§l776 of the Labor Code. (d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessor/contractor to) make travel and subsistence payments to workers needed for performance of work in accordance with the Labor Code. (a) Prior to commencement of work, Landlord shall require the Contractor to contact the Division of Apprenticeship Standards and comply with § 1777.5, §1777.6, and § 1777.7 of the Labor Code and Applicable Regulations. 3.3 Delive v Of Premises; Sub tantial Comnletion Punch List Items. 3.3.1 Dellveiv 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 perfomu (or cause to be perfonned) die Landlord's Work and to construct (or cause to be constructed) the Tenant Improvements in accordance with the Construction Drawings) and to all of Landlord's other express obligations under the Lease (including, under Section 21 of the Lease), Landiord shall have no duty or obligation to improve, or pay for any improvement for, the Premises or any portion thereof and Tenant shall accept the same in its Tenant shall accept the Premises in its•then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS". 3.3.2 SML31111111111111 ClInitilption. For purposes of this Lease, "Substantial Completion" shall occur upon (and the Premises shall be "Substantially Complete" upon) the substantial completion orconstructlon of the Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a "signoll" on the building permit card by an inspector of the applicable governmental authority (typically the city in . which the Building is located), with die exception of any Punch List Items (dented below) mid any tenant fixtures. work -stations, built-in furniture, or equipment to be Installed by Tenant or under the supervisiot o f Contractor. 33.3 Pouch List Items. Alter the Substantial Completion by Landlord of the Tenant Improvements, represcnmtives or Landlord, Tenm t mid the Contractor shall completely inspect the Promises and complete a list (the "Punch LisC) or all Punch List items (defined below). Authorized representatives ort.midlord. Tenant and the Contractor shall execute said Punch List to indicate their approval thereof. Landlord shall cause the Contractor to complete all Punch List Items described oil the Pmich List as soon as reasonably possible following die approval orsuch Punch List. As used herein, "Punch List Items" means all items of construction which entail one or more details of constmetiun. decoration. mechanical adjustment or installation that do not materially and adversely affect the use and occupancy of any portion of the Premises fir the normal conduct of'renanCs• business. 801 WClair Center Dr—C'lly af.Saunn, Inn Lrmsu 3 Exhibit C MA Assignment of Warranties, Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant all warranties and guaranties by Contractor relating to die Tenant Improvements, and Tenant shall waive (aid hereby waives) all claims against Landlord relating to, or arising out of the construction of, the Tenant Improvements. SECTION 4 TIME; DELAYS 4.1 Time. 4.1.1 Thull of the Essence in This Work Letter, Unless otherwise indicated, oil references herein to a "number of days" shall mean and refer to calendar days. In all instances where Tenant Is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the (tern 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 fur question, taking into consideration all of the circumstances reasonably related to the amount or time required, assuming reasonable diligence; provided, however, in no case shall such period ever be less than five (5) business days. 4.1.2 Time Deadlines. Tenant shall use its beat, good faith, efforts and all due diligence to cooperate with Landlord, Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits, and to achieve Substantial Completion as soon as possible, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord. to discuss Landlord's progress in connection with the same. 4.2 Delays_ 4,2.1 Tenant Delays• A'Tenant Delay" means any delay as a direct, indirect; partial, or total result of any act or omission of Tenant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring Tenant's approval hereunder; (b) any breach by Tenant of the previsions of this Work Letter or of the Lease; (c) any Changes requested by Tenant; (d) any requirement of Tenant for materials, components, finishes or improvements which are not available within a commercially reasonable period, or which are different front, 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 Tenant or any of Tenant's Agents with the performance of the Tenant improvements; or (g) any other event specified In this Work Letter to be a Tenant Delay. 4.2.2 Landlord Delays. A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's failure (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 vilthin the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's employees, contractors or agents (except as otherwise allowed under this Work Letter) with Tenant's performance of any of its obligations under this Work Letter; or (c) any other failure by Landlord, which pursuant to the tents of this Work Letter is deemed a Landlord Delay. Notwithstanding any provision of this Work Letter to the contrary, in the event that Tenet claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the effectiveness of tie 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 ofsuch claimed Landlord Delay. 4.2.3 Free Majeure Delays. A "Force Majeure Delay" means any: (a) actual delay attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party hereto) other than any such disturbance caused by or related to any default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or or Landlord or any of Landlord's agents, employees or contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage, blockade, or embargo, (c) actual delay attributable to lightning, earthquake, fire, storm, hurricane, tornado, flood, washout or explosion, or (d) actual delay caused by governmental delay in the issuance of the Permits not due to the fault or negligence of Tenant or any Tenant's Agents (if claimed by 'tenant) or gross negligence or willRt misconduct of Landlord (if claimed by Landlord), or (e) any delay due to any other similar cause beyond the reasonable control of the party from whom performance is required, and beyond the reasonable control of its contractors and representatives (including, without limitation, in the case of Tenant, the Tenant's Agents). Notwithstanding any provision of this Work Letter to the contrary, in die event that any petty claims that it has suffered a Force M kieurc Delay, such party shall, as a condition of the effectiveness of such Force Majenrc Delay. within three (3) days of discovery of the source of such delay, notify the other party hereto in writing of the existence of such Force Majeure Delay. the nature ol'the steps being taken by such party to minimize such delay and the probable estimuted duration of such Force Majeure Delay, SEC'f1ON 5 GENERAL PROVISIONS 5.f Rew•esenmurms. 'Tenant has designated DEBORAH SANCHEZ. ECONOMIC DEVELOPMENT SPECIALIST' III as its sole representative with respect to the matters act forth in this Work Letter, who; until further notice to Landlord, shall have roll authority and responsibility to act on behairaf the Tenant as required in this Work Letter, Landlord has designated Tod Bischak as its sole representative with respect to the mounts set forth in this Work Letter who. until further notice to Tenant. shall have fill authority and rospunsibility to act on behalf of the Landlord Lis required in this Work Letter 5.2 Tenant's Entry into the Premises Prior to Substantial C ondligtion. Provided that 'tenant and Tenant's Agents do not interrCro in any respect with Contractor's work (or performance of the Tenant Improvenents) in the Building and the Premises, Lundlord shall allow Tenant reasonable access to the Premises at least thirty (30) clays prior to the Substantial Completion for the purpose of Tenant instalihig over 8ll I 4 Exhibit CI standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as permitted by the terms of this Section 5,2 Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant's entry and the particular Tenant's Agents involved, and a copy of any governmental permits and approvals required in connection therewith. Tenant shall indemnify, protect, defend and hold Landlord harmless h•om and against any Claims resulting in any way from any such envy. 5.3 Tenant's Agents and Construction Matters. Tenant's Architect, the Engineers (If any) and all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around the Premises, Building and the Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Premises, Building and Project and, if required by Landlord, all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor in compliance with the master labor agreements existing between trade unions and the Southern California Chapter of the Associated General Contractors crAmerica• Subject to die provisions of this Work Letter, Tenant shall: (a) timely pay in fill all charges of each Tenant's Agents, (b) shall, on demand from Landlord, eliminate of record and satisfy in full all mechanics liens, stop notices as similar liens or encumbrances on the Building asserted or Bled by any Tenant's Agent, (c) prior to any entry into the Building by Tenant or any Tenant's Agent, evidence, in form satisfactory to Landlord, compliance in fill with the insurance requirements set forth in Exhibit"C•2" attached hereto, and (d) indemnify, defend, protect and hold Landlord harmless from any Claims, Damages and Costs asserted against or Incurred by Landlord in connection with the Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount odsing 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 full) with such construction mica and regulations as Landlord shall adopt from time to time. 5.4 Tenant's Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an Event of Default, or a default by Tenant under this Work Letter, has occurred at any time on or before the Substantial Completion, then: (a) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (in which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any increased costs that result from any such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the temms of this Work Letter shall be suspended until such time as such default is cured pursuant to the terns of the Lease. 801 IY O1,10 Center Dr—Ciq, ofSonrn,411q Lemur 5 Exhibit C i { i 1 i •i G _Jill iy, pUu•• !• .caor Rt$ o tl.c,` �, {i,±,iS{di i4�` N�{ t lfi hp' r?'I a P= 0 r r- .,!, ..t_�.°..1�4' li1�f W W N $� �: °' °•r: e,„ ° ,y1,. i� " •p YYri.l,�ijl`i�Cti � q.. .., :1'� C. .�. P``Y' f,t r� ( ,. Yd, 4•w4t if r I -+ L W �64' C rn �z,� :,qCi .:e •. S 1SM 'g') y c iih-aT.}• ..'f,;,�s. ^P, �s•i:1°; ^'F:i n`:Re. i;: ._'.'i',. ° F"'.:;�;',^,w yv.'i.....:1.1. •`t-•{}fflk'Ltx}. w OI iT�' 1pp lot ter 91 lo 7 f. q :�,r;1 ti(•' : � ` h� • If i" hf r. �) , r � � f I ° i 1'riY •.ib. !2 ,y Ln. ii I '1 (; I I S �1 1 Ir.! i 'S:a ,• A t f , 1, ! 1 5i j� �ai,. •if: �I:�i1i ,:.1 ; r'i!�ii i'i,tY 1i,C `.,' hi' i i !� r t::! t ' i +'fij`�'IL�.i�)?iii; ;;a :n:.c+��"2hi l't l:, �•i t"%i!i!1'{{' til:i fi�'lti ii +f�i;!1 £ir ,t!,+ 1 rj+ t 1<r,J {i �l; ,,rt'.l.Y. a°•, :', i,•' 'I �•f'�i" �� '�..i, ,. 'e• :!'1:"Ip:iSiY, iiii: L,*•.: F:. �%�,�': e, n`''!�II:6��S! t, 1 901EDULE "c2" INSURANCE REOUIRFIVIENTS General Coverages. All orTenant's Agents shall carry worker's compensation insurance covering all ortheir 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 Articlo I of the Lease. Special Coverages. The Tenant Improvements shall be insured by Tenant pursuant to Article 11 of the Lease immediately upon completion thereof. All or Tenant's Agents shall carry excess liability and Products anti Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per Incident, $2,000,000 in aggregate. primary automobile liability insurance with limits of not less than $1,000,000 per occurrence, and workers' compensation as requited by law, and in form and with companies as are required to be carried by Tenant as set forth in Article I 1 of the Lease. General Ternis. Certificates for all insurance carried pursuant to this Schedule "42" shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction In the amounts of such insurance, in the event that the Tenant Improvements are damaged by any Tenant's Agents during the course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shell maintain all of the foregoing insurance coverage In force until the Tenant Improvements are fully completed and accepted by Landlord. All policies carried under this Schedule "C•2" shall insure Landlord and Tenant, as their interests may appear, as well as Contractor mid 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 shalt provide that it is primary insurance as respects the Landlord and that any oUier insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder. The requirements of the foregoing insurance shall not derogate 0•om the provisions for indemnification of Landlord by Tenant contained in this Work Letter. 8r11 tV ('I vie Ceurur Dr—Ciry� nJSnnm.dnn Learn I Schedule C•2 EXHIBIT "D" RULES AND REGULATIONS Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking Rules and the Rules of the Site (Contractor's Work)), Landlord reserves the right at any time to change or rescind any one or more of these Rules mid Regulations, or to make such other and farther reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the management, surety, care and cleanliness of die Premises and the Project, and for the preservation of good order therein, as well as for file convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to die acts or omissions of any other tenants or occupants of Vie Project. Landlord may waive any one or more of flhese Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. in the case or any conflict between these Rules And Regulations and the Lease, 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 or other projection shall be attached to the outside walls of the Project without Landlord's prior written consent. 71 The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into the halls, passageways or other public places in the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. Neither the interior nor die exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant desires window curtains, tine same must be of such uniform shape, color, material and make as may be prescribed by Landlord. 4. Without Landlord's prior written consent (in its sole And absolute discretion), no sign, advertisement, notice or video shall be exhibited, projected, displayed, painted or affixed by Tenant on any part of the Premises or Project AO As to be seen from the outside of, its Premises. In the event of Tenant's violation of the foregoing, Landlord may remove the saute 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 die expense of Landlord, and shall be of a size, color And style acceptable to Landlord, 5. The bulletin board or directory of the Project will be provided exclusively for tie display of the name and location of Tenant only; and Landlord reserves the right to exclude any other names therefi-om, and each and every name in addition to the name uf'fenant 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 he subject to relocation or removal upon Landlord's written request for any reason (except that Any suet[ relocations or removals at Landlord's request, unless such request is based upon Tenant's breach of the Lease shall be paid for by Landlord), and Tenant shall pay far the removal of any such listings or representations upon its departure from its Premises. 6. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress. 7. 'Tenant shall not mark, paint, drill or bore into, Cut Or Suring wires in, lay linoleum or other floor coverings, in, or iu any way deface any par of its Premises or the Prglect. except with Landlord's prior written consent and 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 Tenant, nor shall any changes be made in existing looks or the mechanisms thereof. Tenant must, upon the termination orits tenancy, give to Landlord all keys pertaining to the Premises and the Project, and in flue event of die loss of any keys so furnished, Tenant shall pay Landlord the cost ofreplaciog same or changing the lock or locks opened by such lost key(s) if Landlord shall deem it necessary to make such change. 9. No window or other oil. conditioning or hooting units or other similar apparatus shall be installed Or used by Tenant without Landlord's prior written consent, I t. The water slid wash closets and other plumbing fixtures shall not be used forany purpose other than those for which they were constructed and no sweepings, rubbish, rugs Or other substances shall be throhm therein. Tenant agrees to prevent the overflow or release of water front bathrooms or kitchens, including but not limited to toilets, sinks, kitchen Appliances, and other water receptacles. All damages resulting fivm any nnisuse of the lim urns by, or overflow or release or water caused by, Tenant or its servants, employees. agents, visitors at, licensees shall be borne by Tenant. 1 I. Tenant shall: (it) clean And dry visible moisture on windows, walls, and other surfaces, including personal property As soon as possible. (b) regularly clean and sanitize kitchens and other surfaces where water, moisture condensation. and mold can collect shall be regularly cleaned slid sanitized and (c) limit the watering orany indoor plants. 'Tenant shall not obstruct or impede fresh air supply to furnace, air conditioner or heater ducts, or regular air flow and circulation throughout premises, Tenant shall report mhy of the following to Landlord within furry -eight (48) homy uller Tenant first becomes aware of the same; (1) non -working fan, healer, air conditioner or ventilation systems; (11) plumbing lends. drips. sweating pipes. mid/or wet spots: (iii) overllows From bathroom, kitchen, or other facilities. including. ROt H'Carc Centrr Dr- City af'Suam Ann Leave -I- Fxhibir D but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles of water, especially in cases where the overflow may have permeated walls, floors, ceilings or fixtures; (iv) water intrusion into the Premises of any kind; (v) any mold or black or brown spots or moisture on surfaces inside the Premises; (vi) broken plumbing systems or standing water near structures within the Premises; and (vii) any odors consistent with mold growth within the Premises. 12. All removals from, or carrying in or out of, the Project of any safes, freight, Pomiture, heavy or bulky matter of any description, must take place only prior to 7:00 A,M, and/or after 5:30 P.M. on days other than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord and under the supervision oCLandlord or its sgent(s), and the persons employed by Tennnt 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 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 arty of the provisions of die Lease. Tenant shall not use any machinery or other bulky articles in the Premises, even though its Installation may have been permitted, which may cause any noise, or jar, or tremor 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 the conduct orTenant's business. 14. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the Tenant's use of the Premises for the Permitted Use. Tenant shall not, without Landlord's prior written consent, occupy or permit any portion of the Premises to be occupied or used for the manufacture or sale of liquor or tobacco In any form, or 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 distuhb 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, 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 pennitted by in the Premises, except that die preparation of coffee, tea, hot chocolate end similar items fiv Tenant, its employees and visitors shall be permitted provided such activities do not otherwise violate die Lease, Tenant shall not cause or permit any unusual or objectionable odors to be produced hi or amounts from the Premises. 17. There shall not be used in any space, 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 janitorial, maintenance, consuvetion or similar work in any part of the Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under the control and direction of Landlord or its agent or representative (bud not as an agent or servant orLandloni) and Tenant shall be responsible for all acts of such persons. 20. Landlord shall hove die right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the Project or its desirability as an office building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 21. Canvassing, soliciting and peddling are not permitted In die 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 all hours on Sundays and legal holidays. Tenant shall be responsible for all persons for whom it requests otter -hours access, and shall be liable to Landlord for all acts and omissions of such persons. Landlord nssumm no responsibility and shall not be liable for any damage resulting from'the admission of any unauthorized person to the Project. 23. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of these Rules and Regulations, 14. Tenant shall not suffer or permit smoking or carrying or lighted cigars or cigarettes in arms reasonably designated by Landlord or by applicable governmenml agencies as nonsmoking areas. 25. Tenant shall comply with all solely, tire protection and evacuation regulations established by Landlord or any applicable govemmental agency. 26. Tenant assumes all risks from diet. or vandalism and agrees to keep die Premises looked as may be required. ll. PARKING RULES. 801 ll'Cirir Canter Dr— Cin' ojSanto.41tn Lease -2- Exhibit D The following parking rules and regulations ("Parking Rules') shall be in effect at the Project, Tenant shall comply with these Parking Rules in its use (and in the use of Its visitors, patrons and employees) of tine Parking Facilities. 1. Parking tunas shall be used only for parking vehicles no larger than full size, passenger automobiles herein called "Pennifled Size Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles." 2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other then those designated by Landlord for such activities. 3. Parking stickers, access cards or identification devices shall be the property orLandloel, and shall be returned to Landlord by the holder thereof upon termination of tine holder's parking privileges. Tenant shall pay to Landlord refundable deposits on such devices as reasonably established by Landlord from time to time. Tenant will pay such replacement charge as is reasonably established by Landlord for the loss of such devices. 4. Landlord reserves the right to: (a) refuse the sale of monthly identification devices and/or parking access cards to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements and/or to (b) revoke the right of any such party . (that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements) to use die Parking Facilities. 5. Landlord reserves the right to relocate all or a part of the parking spaces on the Project from one location on the Project to another and/or to reasonably adjacent offsite location(s), and to reasonably allocate them between compact and standard size spaces, so long as the 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 parking. 7. Unless otherwise instructed, every person using the parking area•is required to park and lock his own vehicle. Landlord will not be responsible or liable to Tenant, its visitors or employees For any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area. 8. Parking validation, if established, will be permissible only by such method or methods as Landlord and/or its licensee may establish at rates generally applicable. 9. The Parking Facilities shall be used only for parking Permitted Size Vehicles, 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 any alteration to the Parking Facilities, 10. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable parking rules, regulations, laws and agreements (including, without limitation, these Parking Rules). if. Such parking use as is herein provided is intended only as a license and no bailment is intended or shall be created hereby. 12. In no event shall Tenant or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor parking zones. 13. Tenant shall, upon request of Landlord from time to time, fhrnish Landlord with a list of the names of its (and its Transferee's) employees and vehicle license plate numbers, 14. Persons using the Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in no event shall the speed Bruit of five (5) miles per hour be exceeded, All vehicles shall be parked entirely within painted stalls, and no vehicles shall be parked in areas which are posted or marked as "no parking" or on ramps, driveways and aisles. Only one (1) Permitted Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with the use and eruoyment of the Parking Facilities by other tenants of the Building or their employees or invitees. 15. Should any parking spaces or privileges be allotted by Landlord or Tensm, either on a reserved or unreserved basis, Tenant shall not assign or sublet any of those spaces, either voluntarily or by Operation of law, without One prior written consent of Landlord, except in connection with an authorized assignment of this Lease or subletting of the Premises. 16. Tenant agrees to notify its employees and visitors (and its Transferees) orthe requirements of these Parking Rules as the same are modified from time to time, and assumes responsibility fur compliance by its employees and visitors (anti Its Transferees, and their employees and visitors) with these Parking Rules as the sane are modified From time to time. Tenant authorizes Landlord to tow away from the Building and/or Parking Facilities any vehicle parked in violation of these Parking Rules, and/or to attach violation stickers or notices to those vehicles. M. RULES OF'I'hl E SITE(('.ONTRACTORB WORK). 'file following rules and regulations shall apply to tiny work perranned at the Project by or under the direction of'renant or any other Tenant Party, Before commencement of any such urork, Tenant shall deliver to Landlord a copy of these Rules of the Site (Contractor's Work) executed by lie cont uctor(s) performing such work, I, The following Rules of the Site liar Contractor's mvit ("Rules of' the Site') shall govern the operation of Contractor and Contractor's subcontractors, The ternu "Owner" and "Owner`s Representative" arc the same for purposes of this document (and where used, reibr to the landlord). 801 IV chle Canter Dr_ CFp, nJ'Sunrn Arta Lour •3• Exhibit D 2• With in a reasonable time prior to the start of ally on -site work, delivery or materials, equipment, or personnel, Contractor will submit to Owner the following: A- A complete set of drawings approved by Owner and subsequently by the City in which the Building is located. B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request), C- Certificate of Insurance in a final approved by Owner executed by insurance companies acceptable to Owner. D- A fully executed Notification -Rules for Contractors (To Be Provided by Owner Upon Request). F- A job schedule of the work to be accomplished, detailed by trade. F- A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before commencement of their work. G- The name and phone number (including emergency phone numbers) ofpersonnel who are authorized to represent the Contractor. 3. No revisions or changes of any kind may be made to the construction plans previously approved by Owner without prior written consent of the Owner, Any proposed revisions or changes must be submitted to Owner in the form of a change order, for Owner's review and approval prior to commencement of such changes. Revisions or changes altering the floor plan, base building systems, or building operations must be submitted, in writing, to the Owner for review and approval prior to commencement of work. 4. All of Contractor's work must be scheduled so that it in no way conflicts with, interferes with, or impedes the quiet and peaceful enjoyment of other tenants or occupants of the Project, or with the progress of Owner's woic or operations. Any work that is in conflict will be rescheduled by the Contactor 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. S. Contractor and subcontractor shall employ persons and means for (lie 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 will) such delays. 6. Materials and tool storage will be limited to the areas for which access has been granted. 7. Clean-up and rubbish removal shall be provided by the Contractor at Contractor's expense. Contractor must, on a daily basis, remove all rubbish, surplus and waste material resulting mom the performance of his work. At tie request of Owner, Contractor shall relocate any materials causing Sri obstruction as directed by Owner. Contractor will not be allowed to place a dumpster on site on a continuous basis during construction. Important note: The placement and location of rubbish dumpsters turd 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, trash removal and [totaling after normal working hours clue to die 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 of the freight elevator unless applied fur by Contractor and approved by Owner. Contractor may be afforded access to loading dock space and hoisting facilities for limited use at such time during annual 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 aRerho rS use and access. I0. Contractor will be afforded unloading areas as prearranged with Owner, All materials unloaded at these mess will be moved to an area of use immediately and shall not be stored or used in a way which adversely impacts use oflhe Building. 11. Contractor (and Tenant) will tie responsible for the security of its own materials, equipment and work, and that of his subcontractors. Contractor will also be responsible fur damage caused by Contractor or its subcontractors to due Project, Building and/or tenant areas, including, but not limited to the loading dock and indoor and outdoor public areas, freight elevators, etc. Any such damages will be promptly repaired to the Owner's satisfaction at sole cost of Comr. actor. 12. Contractor will comply with all applicable codes, laws and regulations pertaining to the work of Conuractor, including all surely and health mgulations. The Contactor shall supply the Owner with a Master List of all Hazardous Materials and their Material Solely Data Sheets (MSDS) upon delivery to lhejub site. A discussion will then ensue pertaining to the sale storage, handling and use of these materials. as well us the Contractors emergency preparedness plan Ibr handling the containment and clean-up of potential Hazardous Material spills, 13. Contractor will not engage in oily labor practice that may delay or otherwise impact die work of Owner or any other contractor. 14. No base building systems will be turned oft' or disengaged by Contractor or any subcontractor without prior written approval and supervision by a representative orOwneror its agent. Said systems iucl tide but are not limited to sprinklers, electrical circuits. air -hands in,, units, smoke heads and water supply, Building electrical power shut -downs are allowed, with the prior written consent ol'Owne. on Saurlays between 10:00 p.m. and 3:00 a.m. only. A request for approval shall be made to the Property Manager at :cast ten (10) days in advance. VY W CAir Cearer Ur—Clo, nf.Sunra arm Lease -4- F.iehibit U 15. Doors to all work areas, including stairwells and mechanical and electrical closets, will remain closed at all time. Propping doors open is expressly prohibited. 16. All Contractor and subcontractor personnel, materials, tools and equipment are to enter and exit the Building through the service elevator only, Owner may at any time initiate a check in/check out system, or A badge system, for all people and materiel in the 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 all dimensions for accessibility with building conditions, and shall be responsible for same. 19. Contractor shall not permitted oily identifying signage or advertising within the Project or Building. 19, During construction, Contractor shall maintain supervisory personnel an die site at all times. Such personnel shall be fully authorized to coordinate, respond for and authorize Contractor's work as necessary so as to enable all work to proceed in a timely and well -ordered fashion, Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perform any work, Contractor shall relinburse 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 roams, 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 and the other Owner Parties from and against oily and all claims, losses, or damages, threatened or incurred, orlsing thorn die 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 eluting or patching ofowner'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 oily circumstances diminish die structural integrity of the Building or the Integrity of any of components or systems. The work is to be done only with the explicit written permission of the Property Manager, and only on an "Off -Hours" basis. Such work is to be done only under the direct supervision of a competent member of the Contractor staff. Any such area is to be promptly repaired and returned to a folly 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 Owner upon request). It is the responsibility or the Contractor to be fullyknowledgeable of the Base Building Drawings and Specifications. 27, All Life Satbty Systems for the Building are to be maintained, and all of the Tenant's work is to be properly interfaced with and connected to the Base Building systems as required by Laws, or by Building operation. All work is to be done in such a way as to protect all Base Building operations and warranties. Any required disconnection of life safety devices should be "foreseen" and the Property Management Office must be notified at least 24 hours in advance. Costs for false Fire alarms due to contractors' or subcontractors' negligence will be billed to and paid by the Contractor. All life -safety systems testing must be performed on on "after-hours" basis and coordinated with the Building Manager. 28. When work is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may include, but are not necessarily limited to the following: A - overtime or after-liours elevator usage B - utility usage for construction activities beyond standard power and water used in connection with general office uses C - extra and continuous clean-up of elevators and public spaces as required due to construction activity; Contractor to provide die usual protection of existing Improvements, and exercise core and good sense D - extended or alter -hours use of the loading dock 29. In addition to cleaning requirements described Above, Contractor shall, in preparation ro• substantial completion or occupancy of the project by Tenant, perform final cleaning of Contractor's Work. 30, When Contractor takes over an Area from the Owner, before commencing wurk Contractor shall Ascertain that the area is in a safe and sanitary condition, and maintain the Area as necessary (at its sole cost Aid expense) in it sale and sanitary condition and to a standard meeting all applicable laws and regulations. 31. Owner requires job progress meetings. The Contractor will attend with a represealalive authorized to speak and act on the Contractor's behalf. Additionally. the Contractorsholl notify the owner ofechedAledjub progress meetings. 801 IVClrir Cenrw• Dr—Chy afSmrdr Ann ! rare -5- Exhibit D 32. All work or on -site activity during non -normal working hours will be coordinated in advance with Owner. 33. At no time will Contractor perform activities on the Project without the proper insurance in force. 34. No radios or other audio devices are allowed. 35. Failure to perform work in a manner consistent with the above stated Rules of the Site may result in immediate work stoppage by Owner. Owner shall have no liability for any costs or expenses incurred by Contractor or any subcontractors (or Tenant) in connection with or as a result of such work stoppage. 36. Tite Rules of the Site may be amended or revised at any time to fit the situation at the time. The amended or revised Rules of the Site shall become effective upon delivery to Contractor or publication by posting at the project site, whichever is earlier. 37. General contractor and subcontractors' vehicles parking must be in areas designated by the Building Manager at the Contractor's expense. Acknowledged and Agreed By, Date: 80t 1110rie Center Dr —CIO! ofSnata.lna Lame -6- Exhibii D EXHIBIT "E" ADDITIONAL RENT Definitions. 1.I "Buse Vol", means the calendar year specified in Item 5.1 of the Basic Lease Provisions, 1.2 "Expense Year" means each calendar year in which any portion of the Term of this Lease falls, through and including [lie calendar year In which the Term of this Lease expires. 1.3 "Property 'faxes" means ail real property taxes, assessments, Fees, charges, or impositions and other similar governmental or quasi -governmental ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer of any and every type, kind, category or nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar impositions imposed in lieu or substitution (partially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or Impositions:, (a) on any interest or Landlord or any mortgagee of Landlord in the Project, the Building, the Premises or in this Lease, or on the occupancy or use orspace in the Project, the Building or the Premises; (b) (c) on any transit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, ads charges, packs 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 and/or services provided by governmental or quasi -governmental agencies; (a) on any possessory taxes charged or levied in lieu of real estate taxes; and (O 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, glR, or any other [takes imposed upon or measured by Landlord's gross income or profits unless the same is specifically included within the definition of Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes. 1.4 "Operating Expenses" means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or incurred by or on behalf of Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration, management, replacement or repair of the Project: (a) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by Landlord from time to time, and any deductibles thereunder actually paid by Landlord with respect to the Project. (b) Salaries, wages and other amounts paid or payable for personnel (including, without limitation, die Project manager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) involved in the maintenance and operation of the Building or the Project, including contributions and premiums towards g•ioge benefits, unemployment taxes and insurance, social security taxes, disability and worker's compensation fusurance, pension plan contributions and similar premiums and contributions which may be levied on such salaries, wages, compensation and benefis and the total charges of any independent contrnctors or property managers engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building orthe Project. (c) Cleaning expenses, including without limitation,janitorial services, window cleaning, and garbage and refuse removal. (d) Landscaping and hadscape expenses, including without limitation, irrigating, trimming, mowing, Fertilizing, seeding,, and replacing plants, trees and landscape. (e) The cost of providing fuel, gas, electricity, water, sewer, telephone, steam and other utility services. (f) The cost of maintalning, operating, restoring, renovating, managing, repairing and replacing components orequipment or machinery; including, without limitation, hosting, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts with respect thereto, (g) The costs of providing access control services for, and supervision or, the Project. (h) Rental. supplies and other costs with respect to the operation of the management office for the Building. (i) All cost and fees for licenses, certificates, permits and inspections, and the cost incurred in connection with the implementation of transportation system management program orsimilarprogmm. co The cost of replacement, repair, acquisition, installation and modification of: (A) carpeting slid wall coverings, ceiling systems and Fixtures in the Common Areas, and other furnishings in the Common Areas, (B) materials, tools, supplies and equipment purchased by Landlord which are used in the maintenance, operation and repair or [lie Project, and (C) any other roan or improvements, additions, repairs, or replacements to the Project or the systems, equipment or machinery operuted or used in connection with the Project; provided, however, that with respect to the items described in clauses (A), (B) and (C) above which constitute a capital item, addition, repair or improvement (collectively "Capital Items") under sound accounting and property munageoleut principles consistently applied and determined by Landlord. in each case the cost Of such Capital Items shall he amortized (with interest at the Interest Rate) over the useful life (the "Useful Life") of such Capital Itcm, as detemmined by the Landlord in accordance with sound accounting and property management principles consistently applied or such other period as shall be consistent with Institutional Owner Practices. (k) Attorneys', accounumts` and consultants' fees and expenses in connection with the management, operation, adminisumtion. maintenance and repair orthe Project, Including, but not limited to, such expenses that relate to seeking or obtaining reductions in or 801 W Cinir C'enrer Dr —Cup ufSoran; I urn Leann -I- Exhibit E refunds of Property Taxes, or components thereof, or the costs of contesting the validity of applicability of any governmental enactments whloll may effect Operating Expenses. (1) Fees for the administration and management of the Project in an amount equal to three percent (3%) of the gross revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual basis), without regard to whether actual fees so paid are greater or less than such amount. (m) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance, administration or operation of the Building or the Project. (n) Fees for local civic organizations and dues for professional trade associations, (a) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or operating agreement or similar instrument which affects the Project, (p) Costs and expenses of Investigating, testing, documenting, monitoring, responding to, abating and remediating Hazardous Materials, other than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective Date) to require abatement mid/or remediation 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 am generally included in Operating Expenses under Institutional Owner Practices, 1.5 The following costs and expenses shall he 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 ortenant 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 1.4 of this Exhibit " ", parts (a) through (r), inclusive; (d) Property Taxes; (e) - amounts received by Landlord on account of proceeds of insurance to the extent the proceeds are reimbursement for expenses which were previously included in Operating Expenses; (Q except to the extent specifically provided in Section 1.4 orlhis Exhibit "E", pans (a) through (r), inclusive, depreciation or payments of principal and interest on any mortgages upon the Project; (g) payments of ground rent pursuant to any ground lease covering the Project; (h) subject to Section 2 of this Exhibit "E" die costs of gas, steam or other fuel; operation of elevators and security systems; heating, cooling, air conditioning and ventilating; chilled water, hot and cold domestic water, sewer and other utilities cr 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 orthis 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 0) any cost expressly excluded from Operating Expenses in an express provision contained in this Lease. 1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses nl luahble hereunder to such Expense Year over Operating Expenses allocable hereunder to the Base Year. 1.7 "Excess Property Taxes" means, with respect to any Expense Year, the positive excess, if any, of the Property Taxes allocable hereunder to such Expense Year over the Property Taxes allocable hereunder to the Base Year. 1.9 "Tenant's Percentage Share" means the percentage set forth in Rant 5.2 of the Basic Lease Provisions: provided, however, that Landlord reserves the right from time to time during the Term of this Lease to recalculate 'tenant's Percentage Share, in which case Tenant's Percentage Share shall be calculated by dividing the number orsquare, feet orRentablc Area in the Premises by the number of square feet utlientable Area in the Project, and expressing such quotient in the fomh of a percentage. Calcnbhtion Methods and Adinstmcuts, 2.1 the variable components of Opernl ing Expenses (-Vtlrbrble Expenses") lit till or any portion of any Expense Year (including the !lase Year) during which actual occupancy of the Project is less than one hundred percent (f 00%) of the Rentable Area of the Project shall be adjusted by Landlord. as determined hi good faith by Landlord applying sound accounting and property manngement principles (and the provisions drrl rr'Ch is Center Or -City ett Snuar,lira Lea e Exhibit E of this Lease) to reflect one hundred percent (100%) occupancy of Lie Rentable Area of the Project during such period. if during all or any part of any Expense Year, Including the Base Year, Landlord does not provide any particular item 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 benefit, work or service is not required or desired by the tenant of such space, or such tenant is itself obtaining and providing such item of benefit, work or service, or for any other reason, then for purposes of computing Variable Expenses for such Expense Year, Operating Expenses, as applicable, shall be increased by an amount equal to the additional Variable Expenses which would have been paid or incurred by Landlord during such period if it had fttmished such item of benefit, work or service to such portions of the Project. 2.2 Subject to the provisions of this Section 2 of this Exhibit "E' all calculations, determinations, allocations and decisions to be made hereunder with respect to Operating Expenses and Property Taxes shall be made in accordance with the good faith determination of Landlord applying sound accounting slid property management principles consistently applied which are consistent with Institutional Owner Practices. Landlord shall have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of tenants in the Building (for example, retail tenants) to reflect Landlord's good faith determination that measurably different amounts or types of services, work or benefits associated with Operating Expenses, as applicable, arc being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, m' credits (collectively, "Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord in a particular year shall be deducted from Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or benefits (1) not provided following the Base Year, (ii) incurred due to circumstances not applicable following the Base Year or due to market -wide labor -rate increases in Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate increases due to extraordinary circumstances, and fill) amortized costs relating to capital improvements. 2.3 If any Property Tax Reduction (defined below) applies with respect to any Expense Year (other than the Base Year), then for purposes of calculation of Excess Property Taxes for such Expense Year, Properly Taxes allocable to the Base Year shall be reduced by an amount equal to the corresponding Base Year Tax Reduction, A "Property Tax Reduction" means, with respect to any Expense Year (other than the Base Year) the amount (if any) by which Property Taxes are reduced'as a result of any reassessment or under or as a result of application or operation of Proposition S or any other similar governmental act or Low. A "Base Year Tax Redaction" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to the Property Tax Reduction, minus, in the case of any Expense Year after tie first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have increased (following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (o), any substitute therefor hereafter adopted). 2.4 As of the date of this Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and Property'roxes for the Project, if die Project at any date contains more than one building (or one or more tax parcels), Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses and/or Propmty Taxes for the buildings comprising tie Project among the Building aid 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 'faxes attributable to the Building (or tie tax parcel on which the Building is located) and/or such other building(s) (or such other tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) aid Tenant shall be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the tax parcel on which it is located). Landlord shall also have the right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating Expenses and Property Taxes based solely on the Operating Expense and Property Taxes for the Building (and the tax parcel on which It is located). 3. Payment Procedure: Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year. On or before the first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one twelfth (1/12tt) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, end all subsequent payments under this c •on 3 of this Exhibit "E" by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shall endeavor to deliver to Tenant within one hundred fifty (150) days after, the close ofeoch Expense Year or as soon thereafter as is practicable, a statement of that year's Property Taxes, Operating Expenses, and the amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the "Landlord's Statement"), and such Landlord's Statement shall be binding upon Landlord and 'tenant, except as provided in Section 4 of this Exhibit it " ". If the Landlord's Statement indicates that (or !fit is finally determined pursuant to Section of this Eilhijt "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 Rent made by Tenant with respect to such Expense Year,'fenant shall pay the delicicncy to Landlord upon receipt of Landlmd's Statement or (b) is less than the estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, such excess payments shall be credited against Rent next payable by Tenant under this Lease Or, if the Term of this Lease has expired, shall be paid to Tenant). Amounts payable by Tenant as Section 4.2 Additional Rent with respect to any Expense Year that includes less !hall an entire calendar year shall be prorated on the basis that the number ofdays In such Expense Year hoes to 365. The expiration or early termination of this Leese shall not affect the obligations of Landlord and Tenant pasuont to this section 3 of this Exhibit " " to be perforated ater such expiration or early enination. 4, Review or Landlord's Statement. Provided that Tenant is not then in dersult with respect toils obligations tinder this Lease and provided further that 'tenant strictly complies with the provisions of this Section 4 of this Exhibit "E" Tenant shall have the right, at TenanCs sole cost slid expense, to reasonably review Landlord's supporting books and records (at Landlord's manger's corporate ufTiecs) for any portion orthe Property 'Tuxes or Operating Expenses tir a particular Expense Year covered by Landlord's Statement, in accordance with the procedures set forth in this Section 4 Li xhibit "E'. Tenant shall. within sixty (60) days after any such Landlord's Statement is delivered to Tenant, deliver u written notice (a "Dispaitc Notice") to Landlord specifying the items described in the Landlord's Statement the are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord nil amounts specified in to applicable Landlord's Statement (to die extent not previously paid). The right of Tenant under this . ction 4 of this Exhibit "E" may only be exercised once fur each Expense Year covered by any Landlord's Statement, and it Tenant fails to deliver a Dispute Notice within the sixty (60) day period described above or tails to meet any of the other above conditions of exercise of such right, the right ofTenallL to audit a particular Landlord's Statement (and all of Tenant's rights to make any claim relating thereto) under this Section 4 801 IVCivle Center Dr—C'illy ofSarirn Ana Lease -J' Exhibit F. of this Exhibit "E" shall automatically be deemed waived by Tenant, Any review of records under this Section 4 of this E 'bfl''E" shall be at the sole expense of Tenant, shall be conducted by independent certified public accountants of national standing which are not compensated on a contingency fee or similar basis relating to the results of such audit and shall be completed within 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 Sects of this Exhibit " " (and the information contained therein) constitute confidential information of Landlord, which shall not be disclosed other than to Tenant's accountants performing the review and principals or Tenant who receive the results of the review, If Landlord disagrees with Tenant's contention that an error exists with respect to the Landlord's Statement In dispute, Landlord shall have the right to cause another review or that portion of Landlord's Statement to be made by a firm of independent certified public accountants of national standing selected by Landlord ("Landlord's Accountant"). In the event of a disagreement between the two accounting fiats, the review of Landlord's Accountant shall be deemed to be correct and shall be conclusively binding on both Landlord and Tenand. in the event that it is finally determined pursuant to this Section 4 of this hibit ° " the( 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 ot'Tenant's accountant. In all other eases, Tenant shall be liable Pot, Landlord's Accountant's actual fees and expenses. 80/;Mvir Censer Dr—Clw of Santo Ana Lease 4. rahibir r: EXHIBIT "F" SERVICES AND UTILITIES The services and utilities to be provided by Landlord are as follows: I ElevotorService, Non -attended automatic elevator service. 2 J1VA . Subject to all governmental Laws, rules, regulations and guidelines applicable thereto, HVAC to the Premises during Business Hours (defined below), which In Landlord's good faith judgment, is required for the comfortable use and occupancy of the Premises for general office use, After Hours HVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord die After Hours HVAC Rate (defined below) for all After Hours HVAC that is so requested by Tenant within ten (10) days of receipt of Landlord's reasonably detailed bill therefor. Tenant shall be responsible for and shall pay to landlord any additional costs incurred by Landlord because of the failure of the HVAC system to perform its function due to: (a) arrangement of partitioning in One Premises or changes or alterations thereto, (b) any use by Tenant in any portion of the Premises of heat -generating machinery or equipment other than normal office equipment, or (c) any occupancy of any portion of the Premises at densities above customary general office levels. "Business Hours" means 6:00 AM. to 6:00 P.M. Monday through Friday, and upon Tenant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date of observation of any Holiday (de Fined below). "Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmas Day, and at Landlord's discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Owner Practices. "After Hours HVAC" means any HVAC that is provided to all or any portion of die Premises at the request of Tenant outside of Business Hours. The "After Hours HVAC Rate" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of the Effective Data is $65,00 per zone (or partial zone), per hour (orpatial hour), subject to a two (2) hour minimum. Elc rle t . 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 distributionofelectrical power from the electrical panels located on die floor(s) of the building on which the Premises is located, Subject to Section 33 of this Exhibit 'f : (a) die electricity so furnished for Tenant's Incidental use equipment to be at a nominal one hundred twenty (120) volts and with no electrical circuit for die supply of such equipment to require a current capacity exceeding twenty (20) amperes mid (b) the electricity so furnished for Tenant's lighting to be at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such lighting to require a current capacity exceeding twenty (20) amperes, 3.2 Notwithstanding any provision of this Lease to the contrary: (a) Tenant covenants that its use of electric current shall never exceed the capacity of the feeders, risers or electrical installations of the Building or the Project, (b) the total connected electrical load for Tenant's incidental use equipment within the Premises shall in no case exceed Landlord's per usable square foot slanda'd, and (c) the total connected electrical load for Tenant's lighting fixtures within the Premises shall in no ruse exceed Landlord's per usable square foot standard. in addition, if Tenant's actual consumption of electrical power in the Premises, as determined in good faith by Landlord pursuant to such measurement method or methods as Landlord shall employ from time to tore (including, without limitation, the use orsubmeters and/or pulse meters, electrical surveys and/or engineer's estimates) exceeds the Electrical Power Consumption Threshold (defined below), Tenant shall pay to Landlord, as Additional Rent in addition to those costs otherwise payable by'renant pursuant to Article 4 tan sum ot1 It) Landlord's actual direct and indirect costs of supplying such excess consumption, Including, without limitation, all tares thereon, and the cost of additional weer on Building Systems resulting from such excess consumption, (ii) all of Landlord's costs of monitoring and measuring such excess consumption and (ill) Landlord's reasonable administration fee thereon. The "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, the Landlord's nondiscriminatory per usable square foot standard for electrical consumption (which is intended to represent the average rate of consumption (a kW per usable square foot basis) during Business Hours, of an average general office tenant orthe Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any lighting, computers, word processors, 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 Curren in excess of that which Landlord is obligated to provide pursuant to this Section3ol'lhis hibit" "("Excess Electrical Requirements"), If Tenant shall requireormtilize Excess Electrical Requirements or electric current which niny disrupt tie provision ofelectrical 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 adminisnvthm fee) or designing, installing, maintaining and providing any additional facilities determined by Landlord to be required to sntist'y such Excess Electrical Requirements (or otherwise related to the additional wear on Building Systems associated therewith). If Tenant's increased electrical requirements will materially ar'ect the temperature level in the Premises or in the Building, Landlord's consent may be conditioned upon Tenants payment of all direct and indirect costs of installation and operation ofany machinery or equipment necessary to restore the temperature level to that otherwise required to be provided by Landlord, including, but not limited to. the cost orniodilications to the Building Systems slid increased wear and tear on existing IIVAC equipment. Landlord shall not, in any, way, be liable or responsible lu Tenant for any loss or damage or expense which Tenant mill, incur or sustain if. for any reasons beyond Landlord's reasonable control, either the quantity or character of electric service is chenged or is no longer available or suitable ter Tenant's requirements, WON - City wale,- for drinking and rest room purposes. 5 Janitorial Service. Janitorial and cleaning services, five (5) days per week (excepting Holidays). conforming to the Project standards in elTect from time to time; provided that Landlord shall have no obligation to provide such services to any portions otlhe Premises that ae not used exclusively for general office purposes. In all events, Tenant shall pay to Landlord the cost otremoval of Tenants refuse and rubbish, to the extent that the same exceeds the refuse and rubbish attendant to normal office usage andlor to the extent that Tenant rails to keep the Premises in reasonable order. 801 111 CJrde Comer•Dr—Cfo, ofSnraa Ana Leine .I • Exhibit F Any amounts which Tenant Is required to pay to Landlord pursuant to this Exhibit .P" (and/or for any services provided to Tenant in addition to those Landlord is required to provide under this Fxhibii •'F" without additional charge) shall be payable upon demand by Landlord and shall constitute Additional Rent. From time to time during the Term. Landlord shall have the right to modify the services provided to Tenant hereunder; provided that the services provided, as so modified, are consistent with Institutional owner Practices. Tenant recognizes that any access control services provided by Landlord at the Project are f'or the protection orLandlord's property, and tinder no circumstances shall Landlord be responsible ter (and Tenant waives any rights with respect to) providing security or other protection far Tenitit or its employees, invitees or property in or about the Premises, or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's HVAC system to maintain temperatures that may be required for operation of tiny computer, data processing or other special equipment or occupancy of the Premises at densities above customary general office levels. 401 IV Civic Cearer Ur. Cflfj, of9nnl(t clam Leine .2. Exhibit F EXHIBIT "G" INSURANCE REQUIREMENT'S Policies 1.1 Property Insurance. At all 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 and/or Rood) property insurance, in an amount not less than one hundred percent (100%) ofreplacement cost covering; (a) all Leasehold improvements (b) all Floor and wall coverings; and (c) all Tenant's Personal Property in or about the Premises and Project. The proceeds of such insurance shall be used for the repair and replacement of the property so Insured, except that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the Leasehold improvements shall be paid to Landlord and the proceeds applicable to Tenant's Personal Property shall be paid to Tenant. 1.2 Business Interruption Insurance. At all times during the 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 1.1 afthis Exhibit "G'° for a period of not less than twelve (12) months. 1.3 Liabilitvinsuntnce. 1.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least $2,000,000 per occurrence and a general aggregate limit of at least $3,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All such policies shall be written to apply to all bodily injury (including death), property damage and personal Injury losses, shall Include blanket contractual liability, broad form property damage, independent centimeter'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 Leese, Tenant shall procure and maintain, at Its sole expense for the protection of Landlord and Tenant, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence covering owned, hired and non. owned vehicles used by Tenant. 1.3.3 Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company aid in a form acceptable to Landlord saving hamhless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys' fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental audiority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises. Such policy or policies of insurance shall have a minimum combined single limit of $3,000,000 per occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support; and injury to property of any person. Such policy or policies of Insurance shall name the Landlord and its agents, beneficiaries, partners, employees and any Holder of any Security instrument designated by Landlord as additional insureds. 1.4 Workers' Compensation: Employer's Liability Insurance, Worker's Compensation insurance. In accordance with the provisions of Section 3700 of the Labor Code, Tenant, if 'tenant has any employees, is required to be Insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work tinder this Agreement, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2. Policy. Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorimd to do Insurance business in the State of California and rated not less than AiX 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 certfcate 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 than thirty (30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any Holder of any Security Instrument designated by Landlord and such policy shall be endorsed to provide that the insurer thereunder shall provide Landlord with written notice of any failure by Tenant to pay any premium thereunder when due and such failure continues for a period of ten (10) days alter such date. Tenant shall furnish Landlord with a replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance required by this Exhibit "0' pursunnt to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and die Landlord as required by this Lease without regal to claims made under such policies with respect to other persons. 3. Miscellaneous. Tenant shall not keep, use, sell or offer far sale in or upon die Premises any article which may be prohibited by any insurance policy periodically in force covering the Premises, the Building or the Project. if any of Landlord's insurance policies shall be emicelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use ortihe Premises or any pan thercor by Tenant or any assignee, subtenant, licensee or invitee of Tenant and, if Tenant fails to remedy the condition giving rise to such cnnceli» 0011, threatened cancellation. reduction of covernne, or threatened reduction orcoverage, within 48 hours after notice themor, Landlord may. at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, slid Ttinint shall promptly pity the cost thereof to Landlord as Addiliomd Rent. If Landlord is unable. or elects not to remedy such condition, then Landlord shall have all ordie remedies provided for in this [.ease upon the occurrence of ran Event of Dertudt. 'tenant shall not do or permit to be done any act or things upon or about the Premises or the Prgjcct, which will: (a) result in the usseniun of any defense by die Insurer to any claim under, (b) invalidate or (c) be In conflict tvith. the insurance policies or Landlord or Tenant covering the Building. the Premises or fixtures and property therein. or which would increase the rate of file insurance applicable to die Building or the Project to on amount higher than it otherwise would be; and Tenant shall neither do nor pemhit to be dune any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for Injury to any person or persons or to property. 11: as a result of any net or omission by ar on die part orTenant or violation of this Lease, whether or 801 WChrr Cealer Dr —Ciro 4/.9ama Aeo Lease I. Exhibit G not Landlord has consented to Ole same, the rate of "All Risk" or other type of insurance maintained by Landlord on or with respect to die Building and Dams; and property therein, shall be increased to oil amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases or Landlord's insurance premiums so caused within ten (10) days after delivery or written demand therefor by Landlord. In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" ortmtes for the Project or the Premises issued by the body making fire insurance rotes or established by insurance carrier providing coverage for the Building or demised premises she[] be presumptive evidence or the facts stated therein including the items and charges taken into consideration in fixing the "All Risk' insurance rate then applicable to the Building or the Premises, 801 IVCIiYa CelilorDr—Clo- ofSunhr.Arer Lenre -?- Pshibit C. EXHIBIT "fl" REMEDIES Remedies for Events or Dcfsult 1.1 Landlord's Riffbl To Terminate Unon Tenant Decant. In the event of any Event of Default by Tenant as provided in aggLim I5 J, of the Lease, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at rile time of award or any unpaid Rent which had been earned at die time of such termination; plus (b) die 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 beau reasonably avoided; plus (a) the worth at the time of award of the amount by which the unpaid Rent for the balance of die Term after the time of award exceeds the amount or such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. As used in clauses (a) and (b) above, "worth at the time of award" shall be computed by allowing Interest at the then highest lawful contract rate of interest. As used in clause (c) above, "worth at the time of award" shall be computed by discounting such amount at the Interest Rate. 1.2 Landlord's Right To Continue Lease Upon Tenant Default. In the event of an Event of Default of this Leese and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 1. 1 of this" hi i " " Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord has the remedy described in California Civil Code Section 1951 A (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 Right or Landlord to Perform, All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of Landlord, Landlord may cure die same at the expense of Tenant: (a) immediately and without notice in die case: (1) of emergency, (f) where such default unreasonably interferes with any other tenant in the Project, (iv) a failure to satisfy or otherwise discharge any Encumbrance, (iv) where such default will result in the violation of Law or the cancellation of any insurance policy maintained by landlord, or (v) any failure of Tenant to perform any of its obligations tinder Section 33.1 and Section 10.5 of this Lease above and (ii) in any other case if such default continues for ten (10) days from the receipt by 'tenant of notice of such default from Landlord. Any sums so paid by Landlord and all incidental costs plus Landlord's reasonable administration fee thereon, together with interest thereon at the Default Rate from the date of such payment, shall be payable to Landlord as Additional Rent on demand, and Landlord shall have the same rights and remedies in die event of nonpayment as in tine case of default by Tenant in the payment of Rent. This Section 1.3 of this Exhibit "shall survive the expiration or tenmburdon of this Lease, 1.4 Late PAynient. 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 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 mondn's Rent. 1.3. Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of an Event of Default, Landlord shall have the right to either: (a) terminate any and all subleases, licenses, concessions or other consensual arrangements entered into by Tenant that affect die Premises or (b) in its sole discretion, elect to succeed to Tenant's interest in such subleases, licenses, concessions or arrangements (in which case, as of the date of such election, Tenant shall have no further right to or interest in the rent or other consideration receivable thereunder). 2. Efforts to R let. No re-entry or taking of possession of the Premises by Landlord following an Event of Default shall be construed as an election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction, and Tenant's right to possession shall not be deemed to have been temninated by efforts of Landlord to relel die Premises, by Its acts or maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlord's interests under the Leese. The foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without tenninuting Tenant's right to possession. Notwithstanding any reletting of die Premises following any Event of Default without termination of this Lease by Landlord, Landlord may, at any time after such releaing, elect to terminate this Lease for any Event or Default. To die tallest extent permitted by Law, the proceeds of any reletting of the Premises shall be applied: (a) first, to pay to Landlord all costs and expenses of such reletting (including, without limilation, costs and expenses of -retaking or repossessing the Premises, removing persons and property theref oln, seetring new tenants, including expenses far redecoration, alterations anti other costs in connection with preparing tie Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the costs thereof) and receivers' fees incurred in connection with the appointment orand performance by n receiver to protect the Remises and Landlord's interest under this Lease and any necessary or reasonable alterations; lb) second, to the payment of any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; (a) third, to the payment of Rent due and unpaid hereunder; and (d) the residue, if any, shall be held by Landlord and applied in payment orother or future obligations orTennnt to Landlordas the same may become due and payable, and Tenant shall not be entitled to receive any potion of such revenue. 'Phis Section 3 of Ibis Exhibit I'll" shall survive the expiration or termination orthis Lease. 3, - Cumulative Remedies. 'file specific remedies In which Landlord ninny resort under ilia terms of this Lease are cumulative and are not Intended to be exclusive of any other remedies or nneans or redress to which it may be lawfully entitled in ease of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provideil in this Lease, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation ofany orthe covenants. conditions or provisions or this Lease or to a decree compelling specific performance crony such covenants. conditions or provisions. In addition, upon the occurrence of an Event of Deloult by Tenant, if the Premises or any portion thereof ore sublet, Landlord, in addition and without prejudice to any oher remedies herein provided or provided by Law, may, at its 3q1 WChfe Center Dr— CIA'vfSem aAna Lnro'e -I- Exhibit l l option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord. 4. Waiver of Right of Redemption. Tenant hereby wolves for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court or by any legal process or will, Tenant's right of occupancy or the Premises after any termination of this Lease. Notwithstanding any provision of this Lease to the contrary, die expiration or termination of this Lease and/or the termination of Tenant's rights to possession of die Premises shall no( discharge, relieve or release Tenant from any obligation or liability whatsoever under any indemnity provision of this Lease, including without limitation the provisions orsection 14.1 of the Lease. $01 1V Chic Center Dr-Ctp, oJ.Rnnrrr.-Inn Lease -2- Hxhibil 1-1 EXHIBIT "I" FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Leme dated 20_ (the "Lease") between CF SANTANA, LLC, a Delaware limited liability company, as landlord, and die undersigned, as tenant, for Premises on tlhe _ Boor of the 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, modifications and supplements thereto are attached hereto and the Lease, as so amended, modified and supplemented, is in full three and effect, and represents the entire agreement between Tenant and Landlord with respect to the Premises and the Property. There are no amendments, modillcations or supplements to the Lease, whether oral or written, except as follows (include the date of such amendment, modification or supplement): 2, The undersigned has commenced occupancy of the Premises described in die Lease, currently occupies the Premises, and the Commencement Date of the Lease occurred on .20 . 3. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows: 4. Base Rent became payable on 5. In accordance with the Lease, Rent commenced to accrue on . 20 . 6, The Term orllhe Lease expires on 7, The Lease provides for an option to extend the term of the Lease for _ years. The rental rate for such extension term is as follows: . Except as expressly provided in die 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 tlhe Property, nor any preferential right to purchase all or any part of the Premises or the Property. 8, All conditions of tie Lease to be performed by Landlord necessary to die enforceability of the Lease have been satisfied and Landlord is not in default thereunder. All space and improvements leased by 'Tenant hove been completed and furnished in accordance with die provisions of the Lease, and Tenant has accepted and taken possession of the Premises. 9. There are no offsets or credits against rentals payable under Tile Lease and no free periods or rental concessions have been granted to Tenant, except os follows: to. All monthly installments of Base Rent, all Additional Rent and all monthly installments ofestiniated Additional Rent have been paid when due through. The current monthly installment of Base Rent is S IL The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospective mortgagee, or a prospective purchaser, and acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will be relying upon Ole statements contained herein in making the loan or acquiring the property or which the Premises are a part, and in accepting an assignment of the Lease as collateral security, and that receipt by it of this certificate is a condition of making of the loan or acquisition of such property. Each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly Formed and existing entity qualified to do business in California mid that Tenant has fill right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalf of Tenant is authorized to do so, Executed at on the _ tiny of-, 20 "Tenant": By: _ Name: 841 W CPotc Center Dr— 00•, fSnNrr Aria Lerrre - I • Exhibit 1 EXHIBIT "J" oirriONS This Exhittit 11 consists of the following Schedules: Schedule ` -1" (Extension Opdon[s]); Schedule '12" (Additional Space Opdon[s]); and Schedule "1-S" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to the contrary in this Lease: (a) all of the rights and options of Tenant that are described In this Exhibit J" (collectively, the "Options") are and shall be personal to the Original Tenant, are not transferable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee of Tenant's interest in this Lease), and (b) the Extension Option and Right of First Offer may be exercised only on Ilia condition that, at the applicable time, the Original Tenant then occupies the entire Premises. In addition, notwithstanding anything to die 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 Offer shall be invalid and ineffective if, as of the date of such eltempted 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 ollienvise commence: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under this Lease more than two times, Landlord may cancel Tenant's exercise of the Extension Option or the Right of First Offer with respect to the applicable Offered First Right Space, as applicable, by delivery of written notice to Tenant. $01 W chk Ceuter Or— C7p, ofSanm.'I feel Unse -I- Exhibit J Schedule "J-1" Extension Options 1. Grant of OBtion. Subject to all of the terms and conditions of this Schedule "J-1", In connection with Tenant's lease of the Premises, Tenant shall have two (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Premises tun 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 J.I ". 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 ate provided for in this Lease, as then amended, except that: (a) If Tenant fails to timely exercise the Extension Option, the Extension Option (and any other rights to extend or renew the Tenn) shall lapse and Tenant shall have no further right to extend the Term of the Lease, (b) there shall be no further options to extend the Tenn pursuant to this Schedule J-I" or otherwise following the second (2"a) Extension Term, (a) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Rent, except as specifically provided In the definition of the FMRR, (d) the Base Rent for the Extension Term shall be as provided in Section 3 of this Schedule "J- 1J' end (e) the Base Year for the Extension Term shall be the calendar year in which the Extension Term commences. 2 Exercise. An Extension Option may be exercised only by Tenant giving written notice of exercise (an "Extension Notice") to Landlord on or before the date that is not more than twelve (12) and not less than nine (9) months prior to the then scheduled Expiration Date. If Tenant does not deliver an Extension Notice to Landlord within the time period set forth above ([line being of the essence), tun Tenant shall be deemed to have forever waived and relinquished the Extension Option, end any other options or rights to renew or extend the Term effective after the then Expiration Date shall terminate. 3 Annuai Base Rent. The Base Rent payable for the Premises during an Extension Tern) (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") of such Extension Term, and shall be determined as follows. 3.1 If Tenant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice (a "Market Rent Notice") of Landlord's determination of what Landlord then believes the FMRR (and Extension Term Base Rent) would be for the Premises during die Extension Temh. 3.2 Within ten (10) days after Tenant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written notice (a "Market Rent Response Notice") clecting either: (a) to accept the FMRR (and Extension Perm Base Rent) set forth in the Market Rent Notice, in which case the FMRR (and Extension Tenn Base Rent) shall be as set forth hm time Market Rent Notice, or (b) to reject Landlord's determination of the FMRR (and Extension Tenn Base Rent), in which case the FIvIRR (and Extension Term Base Rent) shall be determined in accordance with Schedule "J-3, 3.3 il'Tenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt of a Market Rent Notice (or fails in its Market Response Notice to expressly reject Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in a Market Rent Notice), Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice. 861 O'Chic Cenrur Pr—Qr nfSoom Aar Leave -2- rxhibir J Schedule 11,1-2" Right of First Offer I OEM. Subject to all of the terms and conditions of this Exhibit ,"I" Tenant shall have the right (the "Right or First Offer") to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Tenn. The "Fist Right Space" means any space on the second (2nd) floor of the Building lint is not within the Promises. A portion of the First Right Space shall be "Available For Lease" if. (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (a) such space is not subject to any than existing expansion or renewal rights of any type that is or are set forth in any lease affecting space in the Project. "A Third Party Offer" means any written offer or proposal for die lease of all or any portion of the First Right Space that is delivered by Landlord to a third patty, or that is received by Landlord from a third party, in either case, on terms that are acceptable to Landlord (excluding any such offers or proposals that either: (i) relate to any expansion or renewal rights that are set forth in any lease affecting space in the Project that exists as of lie Effective Date or (If) are for the renewal or extension of the term of the lease for any then existing tenant of the applicable portion of the First Right Space). Procedure for Offer and Acceptance. 2.1 Fist Offer Notice. Subject to the terms and conditions of this Schedule "J•2" If all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing (lie "First Offer Notice"), The First Offer Notice shall also: (a) describe (and state the Rentable Area off the portion of the First Right Space that is then Available for Lease (the "Offered First flight Space"), (b) state the date (ilia "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) stale Landlord's determination of die economic terms (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (the "Offered Terms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be cotermlaous 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 ilia Offered Space Scheduled Commencement Dale for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising on Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedulo "J-2" to (ease any portion of doe First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years of the Term unless, (A) at such time, Tenant shall have an unexercised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option. 2.2 Tora is Acceptance Notice. Tenant may exercise its right to lease the Offered First Right Space identified hi any First Offer Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written notice ("Tenant's Acceptance Notice") stating that 'Tenant accepts Landlord's oiler to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery of any First Offer Notice, time being of the essence, then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space mid, Landlord shall be fine to lease the Offered First Right Spnce described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord in its sole discretion may desire. 2.3 Landlord's Obligation to Re -Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms that are more than tell percent (10%) more favorable (on an annualized net effective rent basis) than the Offered Terms specified in the First Oiler Notice, subject to all of the terms and conditions of this Schedule "J-2", Landlord must re -offer such Offered First flight Space to Tenant on the more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with -Section 2.1 of Oils Schedule "J-2". and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 1.1.2(b) or this Schedule ".I-2" provided that Tenant shall have only five (5) business days after receipt of any such First Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First (tight Space that is re -offered to Tenant fit accordance with this Section 2.3, Term: Rcnt: Other forms. 3.1 irTenom duly exercises its Right of First Offer in accordance with this Schedule "J-2" with respect to any Offered First Right Space that is identified in any First Offer Notice (any such space "Leased First Right Space"). then: (a) the term orthe lease of such Leased First Right Space shall commence upon the date (the "First Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such Leased First Right Space, (b) the expiration of Tenant's lease of die Leased First Right Space shall be coterminous with the termination of the Lease for the then existing Premises, (c) except as expressly provided to ilia contrary in this Schedule •'J-2" , the remaining terms ofTenant's (ease of such Lensed First Right Space shall be the tens and conditions of ills Lease (provided that all provisions of the Lease which vary based upon the Rentable Area of ilia Premises shall be adjusted to reflect the addition 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 Space upon the terms and conditions as set forth in the Firs( ORer Notice, subject to the provisions orthis Schedule "1--2", 3.2 The munthhy base rent payable by Tenant with respect to any Leased First Right Space (tile "ROFO Rent") shall commence on the applicable First Right Commencement Date and Shull be equal to the product 01': (a) the number of square Net of Rentable Area contained In such Leased First Right Space and (b) the FMRR for• such Lensed First Bight Space. Ifin the applicable Acceptance Notice, Tenant expressly rejects Landlord's determination of the FMRR (and ROFO !tent) lip• the applicable Leased First Right Space, then die FMRR (and ROM Rent) for such Leased First Right Space shall be determined in accordance with Schedule •9-3 provided that if the FMRR (and ROFO Ilent) for any Leased First Right Space shall not be determined as of the First Right Commencement Dole. tine parties shall utilize Landlord's Submitted FMRR (defined below) to dolcrutine the ROFO Rent for the Applicable Leased First Right Space, told if 3bmmt's Submitted FMRR shall be ultimately selected pursuant to 891 IV Clrir Craver Dr— Cih, nfSmmn. inn Lnnca -J- lixitibir J Schedule "J-3", Tenant shall be given a credit against ROFO Rent next due hereunder equal to the amount of any overpayment. If Tenant fails, in the applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (and ROFO Rent) set fortis In the applicable First Offer Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased First Right Space as sat forth in the applicable First Offer Notice, Notwithstanding anything to the contrary herein. Tenant shall pay Additional Rent with respect to any Leased First Right Space in the same manner as for the Initial Premises, including, without limitation, in accordance with the provisions of Section 4.2 of the Lease, and Tenant's Percentage Share shall be increased to lake into account the expansion of the Premises to include such Leased First Right Space, 3.4 Delivery and Condition of Lcased First RI"ht Space Delivery- Inim•overnjgnt. 3.4.1 Landlord shall endeavor to deliver the Leased First Right Space to Tenant on or before the applicable Offered Space Scheduled Commencement Date (as identified in the applicable First Offer Notice); provided, however, that if for any reason, Landlord is not in a position to so deliver such Leased First Right Space on such date, Landlord shall not be in breach under this Lease and otherwise shall have no liability to Tenant so long as Landlord uses commercially reasonable efforts to deliver such Leased First Right Space to Tenant as soon as reasonably possible thereafter. 3.4.2 Tenant shall accept any Leased First Right Space in its then existing "AS IS" condition and state of repair, and Landlord shall not be required to 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 Spam f'or Tenant's occupancy; provided, however, that: (a) Landlord shall cause the Leased First Right Space to .be demised prior to the date on which It is delivered to Tenant, and (b) to the extent (and only to the extent) determined in connection with determination of the FMRR for any Leased First Right Spam: (i) if such Leased First Right Spam has not, prior to the date the some is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent free construction period (with respect to the ROM Rent payable for such Leased First Right Space only) for die constriction of the initial Leasehold Improvements (if any) in such Leased First Right Space, and (H) 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 Leasehold Improvements by Tenant in any Leased First Right Space shall comply with die provisions orArticlo 10 of die Lease 801 It" Cicic Ctur¢r Or—Ciq uf.Snnra.biu Leave -4- Exhibit ,I Schad ule°J-V Determinine FMRR. Far purposes o f determining the FMRR, the following procedure shall apply: I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Market Rent Notice orthe FMRR for the Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Tenn on or before the Outside Agreement Date (defined below). If Landlord and Tenant ore unable to agree upon the FMRR far the Extension Term on or before the Outside Agreement Date, then tie FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 of this Schedule')-T' The "Outside Agreement Date" means the date that is ten (10) business days alter the dale that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has rejected Landlord's initial determination ofthe FMRR for die Extension Tenn. 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 (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR for the Extension Tenn 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 appoint one arbitrator who shall by profession be a real estate broker who shall have been active in the leasing of the Project and the Comparable Buildings over the five (5) year period ending on the date of such appointment. The determination of the arbitrators shall be limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the actual FMRR. for the Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule "J-3". Each such arbitrator shall be appointed within fifteen (15) business days after the Outside Agreement Date. 2.2 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment of the second appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under die some standard as described in Section 2 orthis Schedule. "J-3" (with respect to appointment of the initial two arbitrators). 2.3 The three arbitrators shall, within thirty (30) days of the appointment ofthe third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's Submitted FMRR and shall notify Landlord and Tenant thereof; provided that: (a) if either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule "J-3", then the arbitrator appointed by the other party shall solely reach a decision as to die FMRR for the Extension Term end notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and Tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both patties fail to appoint an arbitrator, then the appointment of die third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions of die American Arbitration Association (the "AAA'% butsubject to the instructions set forth in this Schedule J-3". 2.4 The decision of the majority of die three arbitrators (or in the case of a decision made under clause (a) or (b) of Section 2.3 of this Schedule "J-T, the decision cribs single arbitrator o• die arbitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, $hull be in writing and shall be non -appealable, and counterpart copies thereof shall be delivered to Landlord kind Tenant. A judgment or order based upon such award may be entered In any court of competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease. 2.5 Landlord anal Tenant shall each bear 50%, of the cost ofthe arbVrntion described in this aection 2 ofthis Schedule'?-3". i401 liTh-le Center Dr —City nj.Snurn An e, Leave -5- [Nhibil J EXHIBIT 111<11 EYEBROWSIGN 1. Grunt of Riehts. In connection with Tenant's lease of the Premises, subject to all of the terms and conditions of this Exhibit "K' Tenant shall have the non-exclusive right to cause Landlord to display signage (the "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 of this Exhibit '• ". All of the Tenant's rights under this Exhibit "K". are personal to the Original Tenant and are not transferable In connection with any Transfer or otherwise, "Business Name" means only "City of Santa Ana", or any other business or trade name of Tenant that not an Objectionable Nome. •'Objectionable Name" means any name that: (u) relates to an entity that is or character or reputation, or is associated with a political orientation or faction that is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend an institutional quality landlord of a building comparable to the Buildings in Downtown Santa Ana, Inking into consideration the size and visibility of the Pylon Sign or (b) conflicts with any then existing covenants in other leases of space in the Building or Project. 2. Location; Specifications and Permits. 2.1 Subject to Section 2.2 of this Exhibit 'W below, The Eyebrow Sign shall be located oil tine "eyebrow level" of the Building (i.e, just above the first floor of the Building) on a side of die Building reasonably designated by Landlord. 'The graphics, materials, color, design, lettering, size, exact location, lighting (if any) and specifications and all other aesthetic factors (collectively, the "Sign Specifications") of due Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion. In addition, all of Tenant's rights under this ENhibit "K" with respect to the Eyebrow Sign shall be subject to: (a) the mccipt of and continuing compliance with all required governmental permits and approvals (and the submission of copies thereof to Landlord) required for the installation and continuing display of each of the Eyebrow Sign and (b) the continuing compliance of the Eyebrow Sign with all applicable Laws. 2.2 Landlord shall have the right, in Its sole but good faith discretion to: (a) position and/or reposition the Eyebrow Sign on the Building in any manner as it shall reasonably determine (provided that such Eyebrow Sign shall be located on the side of the Building described in Section 2.1 of this Exhibit "K" above) and (b) place on or about the Building or Project (or on other signs for the Building or Project): (i) the name of (andlor other identifying Information for) Landlord, the Building and/or Project or (ii) such other names, business names, trade names or affiliate names representing such other tenants or persons, in either use, as Landlord shall determine in its sole and absolute discretion. 3 Cost and Maintenance. The Eyebrow Sign shall be fabricated and installed by a contractor retained by Landlord; and shall be operated, and muintained by Landlord. Tenant shall, within ten (10) business days following Landlord's demand therefor, reimburse Landlord as Additional Rent, for all costs and expenses actually incurred by Landlord in connection with or relating to the fabrication, installation, operation, maintenance, repair, and eventual removal and disposal of the Eyebrow Sign, including, without limitation, the cost of utility charges and book -up fees (if applicable), permits, and maintenance and repairs. The terns of this Section 3 of this Exhibit "K" shall survive the expiration or earlier tenninafion ofthis Lease. 4. Terminntlow Removal. 4.1 Notwithstanding any provision of this Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to terminate all of Tenant's rights with respect to the Eyebrow Sign: (a) at any time that the Original Tenant (together with any Permitted Slate & County Transferees in accordance with Section 11.1.2 above) is no longer leasing and occupying 20,000 RSP in the Building, (b) if this Lease is assigned to any Person, or (c) if any Event of Default occurs, 4.2 Upon the expiration or earlier termination of this Lease, or after termination of Tenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tenant's sole cost and expense remove the Eyebrow Sign frnm the Building and cause the areas in which such Eyebrow Sign was located to be restored to the awdilion existing immediately prior to the placement oFsuch sign (subject to ordinary wear and tear). Tenant shall reimburse Landlord for till of its costs incurred in connection therewith in accordance with Section 3 of this Exhibit "K" above. The terns of this Section 4.2 of this Exhibit "K" shall survive the expirntion or earlier termination of this Lease. 801 D'Clrir Center Dr— 00• ofSantuAna Leasd .I- Exhibit K EXHIBIT "L" STATE REQUIREMENTS I, If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "L-I" with respect to seismic adequacy. 2. Landlord has provided the Accessibility Survey with respect to the Premises and the path of travel frorn/to public transportation and public rights -of -way, parking and restroom areas attached hereto as Schedule "L-2 Landlord will perform all work required to correct the conditions identified in: (a) Form I (restriping ADA stalls); (b) Form 3A (Itein 2) (install an Intercom system that will alert dedicated personnel to assist those in need from the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clearance); and (d) Fomt IG (update the 2"^ floor restrooms). The condition identified in Fomt 8 (Stairs) will not be corrected, and is accepted by Tenant as an acceptable hardship. 3. Landlord will additionally provide a Verified Report Form G following completion of construction. 801 il'Clvir Cunterpr—Cit)•nlSrtaPoann Lease .I- Exhibit K Schedule"6`I" Form of Seismic Certificate ofApplicable Code jatmchc4l 1316901 4f1234.1751 _1)_ 14 November2016 B1# 1610377 William Lee, Vice President Ocean West Capital Partners 315 W. 9"1 Street, Suite 808 Los Angeles, CA 90015 STRUCTURAL Subject; Seismic Certificate for California Department of General Service A CIVIL 801 Civic Center Drive aNamiseRs Dear Mr. lee; Attached please find the Seismic Certificate requested by Callfomia 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 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 trade 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 motions that Inspection 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, 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 exercised by reputable structural engineers pracddng in this or slmllar 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 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) 955-0794 Seismic Certificate of Applicable Code I am a State of California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification was either prepared by me or the bulk of work was performed under my direct supervision. I have no ownership Interest in the subject property. A Certificate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local Jurisdiction and was designed to meet one of the following requirements: ❑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: • Unreinforced masonry elements, whether load -bearing or not; not including brick veneer; • Precast, prestressed, or post -tensioned structural or architectural elements, except piles; • Flexible diaphragm (e.g., plywood) -shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories partiall below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, Including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building Cade, 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: Firm: Telephone No: License No: License Expiration Date: Ryan Bishoff Brandow & Johnston, Inc. 949-862.8510 SE 6250 08/30/17 T. 11114/2016 Signature Date Comment: For a building not qualifying under the above criteria; an Independent Review must be performed. RELPa Option 2 30 April 09 SEISMIC SCREENING CHECKLIST Reviewer Name PrbJect Nti;i... Total Bldg. Sq. Ft. Total Lease Sq. Ft, Hours of Use 1 Retrofit since 1976 " No further screening required if documentation of retrofit Is provided. 2 Ag Ty e of Buhldln9 & Pe of Construction Tilt -Up Pre 1933 8 1933 to 1976 Post 1976 Score Masonry 10 8 1 Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steel 7 3 1 1 3.Hejght:of;Buflditjg.lttSRrii7s...`rs::< Max. number of stories allowable for screening Is 8• Assign one point per story, Le., 1 min., 6max. Asslgn 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, Morin (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. aw Isra .m �is� �s loot sam � t aes � Ixa asoa m asp 3s�.� nc�sa aav�sesr, i:y: s�cl xee I I� a v�rf taang.� !!?B 3JNJ [tldltidACi:Il4fi7 Isn rd91 52! lads Y.il4 a 'W,! % I ti!dIL81R2:i veil - All other configurations ]N aEdl�riP® �riu IY $ P}ryR:3Fsd1 dY9 6 Configuration (Plan View). . • „ 9 9 3 1 3 7 7 7 7 Visible Defects. Subjective scoring: 10 points max, assignable for all defects observed. The following list Is of typical things to look for. a Dry rot; look for water stains on ceiling tiles and walls. b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted walls or columns 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 seismic certification. copy of esimnc clwcWiele0,feu.»s 28 Schedule "L-2" Accessibility Survey (punched] 801 WClrlc CeutetDr— CIO, nfSnnta.inn Irate _I- Eshibil K m amoral WrtRwuy Qir ,City, CA 0%nu 6157buU, Sulfa 1W Lo%A.9(a % MaMyrxrs.CAOwo Kw Cmmaa • &IOVF.- A;xatlArrs ta2o't YonKrxnnmAvwua.,&n'M 12C "",CA92612 W0724 W�; 805ESacicU ahwt, B,A44Im March 10, 2017 6,urFann9x,ACAs4105 a li�x{laltf Mr. William Lee 48M US Paula t aaulh,Sulto ioo kdito wJA a&atn Vice President aw`".a'. 11Yx1 Ocean West 1M Eaa 9%d 9a,.at $1, Flom 315 W. 9th Street, Suite 808 *wyarlyW10010 slf ai2.8600 Los Angeles, CA 90015 wWveaaulaaam REt 801W. Civic Center, Santa Ana — Accessibility Checklist RESD Project Number: 142056 Dear William, Upon review of the accessibility checkllst and survey of the site conditions, below Is a summary of our findings and recommendations for correctingthe non -compliant 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 foryour consideration. =; Parking (Form 1) Item 1 thru 4 o Restripe 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 (Form 313) Items 1 thru 2 o Condition does not apply if accessible parking is relocated "i Curb Ramps (Form 41 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 potable water access of occupants. Ramps (Form 7) o Condition does not apply if accessible parking is relocated Stairs (Form 8) o Stair risers areY," higher than code maximum. Remediation would require the reconstruction of the stairwells. The California building code has an explicit exception that would allow for such condition (118-210.1 Exception:2) provided DGS accepts tills as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer aril iVChie Center Dr— 060 ofSanrn,Ana Leave -I • Exhihn K Doors and Gates (Form 11) o Rework as required Elevators (Form 131 o Panels In the elevator will be reworked to provide the minimum required toe clearance distance 2 Toilet Facilities (Form 16) o Rework as required ❑ Signaga (Form 19) o Provide signage as required Alarms (Form 201 o Rework fire extinguisher cabinet Sincerely, Dickson 01, AIA Project Manager Page12 1346803A/1234.1751 „ Z- EXHIBIT °M" APPROVED GOVERNMENTAL ENTITIES State of California— Employment Development Department State of California — Department of Rehabilitation County o f Orange— Social Services Agency SER Jobs for Progress —Title V Grant; Private Non -Profit Rancho Santiago Community College District • Santa Ana College Goodwill industries Cornerstone/Job Cops 80111'CA*Cen1er Or —Of afSnear;lnrr Lease -I- Exhibit TABLE OF CONTENTS Pace ARTICLEI - DEFINITIONS.................................................................................................................................................................. I ARTICLE 2- LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS.................................................................................3 ARTICLE 3 - DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER............................................................4 ARTICLE 4- RENT AND OTHER CHARGES.....................................................................................................................................4 ARTICLE5 - TENANT'S TAXES.........................................................................................................................................................5 ARTICLE6. SECURITY DEPOSIT...................................................................................................................................................... 5 ARTICLE7- USE OF PREMISES.........................................................................................................................................................5 ARTICLE 8- UTILITIES AND SERVICES ..........................................................................................................................................6 ARTICLE 9 - MAINTENANCE AND REPAIRS........................................................................................................................I.........16 ARTICLE10- AL'TERATIONS...............................................................................................................................................................6 ARTICLE I - ASSIGNMENT AND SUBLETTING..............................................................................................................................7 AR71CLE 12 - SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................ a ARTICLE13 - CASUALTY; TAKING.................................................................................................................................................... 8 ARTICLE 14 - INDEMNIFICATION AND INSURANCE......................................................................................................................9 ARTICLE 15 - EVENTS OF DEFAULT AND REMEDIES....................................................................................................................9 ARTICLE 16 - LANDLORD'S DEFAULT; LANDLORD'S LIABILITY .............................. -............................. .............. ... I..... 10 ARTICLE17. MISCELLANEOUS....................................................................................................................................................... 10 EXHIBIT"A" Depiction ol'the Premises EXFIIBIT"B" Notice of Lease Term Dates EXHIBIT"C" Work Letter Agreement EXFIIBIT "D" Rules and Regulations EXIIIBIT"E" Additional Rent EXHIBIT"F" Services and Utilities EXHIBIT"G" Insurance Requirements EXHIBIT"H" Remedies EXHIBIT"1" Form of Tenant Estoppel Certilleme EXHIBIT"J" Options EXHIBIT"K" Eycbrow Sign EXIIIBIT"L" State Requirements EXHIBIT10" Approved Governmental Entities 801 8'Cluie Ca,aer Dr—CIp• ajSaam Aas Leave -I- Table ol'C'ontenls I