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CALIFORNIA, STATE OF EMPLOYMENT DEVELOPMENT DEPARTMENT (3)
MAY 2 0 2019 01 COAIz� Memorandum of Understanding For Santa Ana Workforce Development Board and the A-2019-070-02 Employment Development Department Wagner-Peyser and Employment Development Department Unemployment Insurance MEMORANDUM OF UNDERSTANDING 1) LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2) PARTIES The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the Employment Development Department Wagner-Peyser and Employment Development Department Unemployment Insurance ("EDD"), a collocated one - stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3) PURPOSE The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and EDD, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION This MOU shall become effective as of the date of full execution of the MOU by all Parties ("Effective Date") and terminate June 30, 2022. This MOU shall supersede and cancel the existing Phase I MOU (A-2016-137B) between Employment Development Department Wagner-Peyser and Employment Development Department Unemployment Insurance ("EDD"), and the SAWDB, executed June 01, 2016, and Phase II MOU (A-2017-201) between EDD, and SAWDB, executed September 01, 2017. This MOU shall also cover any and all services provided by the Partner since October 1, 2018, until the Effective Date of this current MOU. This MOU will be reviewed not less than once every three years to ensure appropriate 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. 5) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means 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 The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List ("ETPL") eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; El 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, in. English language acquisition and integrated education and training program. 4. Employer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision of Applicable Career Services and Participation in Planning and Development: The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 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; 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. 7 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; Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 10) SUPERVISION/DAY TO DAY OPERATIONS a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and Partner management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. 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); c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b. Career services; and c. Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12) INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; 10 c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13) COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month. 14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Telephones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. d. Technology and Internet Access Costs: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors (see Attachment 3). The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. 15) INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non- 11 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. Third party In -kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16) OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the 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 "Workforce Services Directive 16-23 from the Employment Development Department and the California Workforce Development Board, mandates the use of one integrated data system. Accordingly, all Title I Workforce Innovation and Opportunity Act (WIOA) recipients and sub - recipients are required to be direct entry into CaIJOBS." Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a. Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; c. All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g. All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERPA- 13 protected education records, confidential information in UI records, and personal information in VR records. 18) CONFIDENTIALITY All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 14 20) ACCESSIBILITY Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of. (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22) GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 23) AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. 24) HOLD HARMLESS/INDEMNIFICATION/LIABILITY In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 15 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 reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 17 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 PARTNER: Employment Development Department 801 West Civic Center Drive, Suite 200 Santa Ana, CA 92701 34) INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35) AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATTACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease m THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR THE CITY OF SANTA ANA Attest: Norma Mitre, Acting Clerk of the Council Recommended for Approval: Steven A. A. Mendoza, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge, City Manager as o Form: uho, City Attorney Ryan PI H6d4c, Assistant City Attorney RI�1 FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Employment Development Department Wa ng er Peyser & Unemployment Insurance AJCC Partner Rob Claudio Date Deputy Division Chief 2450 E. Lincoln Ave., Anaheim, CA 92806 Tam Granflor Employment Development Administrator 1065 N. Pacific Center Dr., Anaheim, CA 92806 �Xzyh lr�� Date 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 11 Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Employment Jobs for Veterans State Grants (JVSG), Veterans Development authorized under chapter 41 of title 38, U.S.C. Yes Department (EDD) Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title 11 of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment 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) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 SANTAANA WORK CENTER AMERICAfS JOB CENTER OF CALIFORNIA AND ITS PARTNERS F, r. S T. LkVETA AV. EDINGER AV. SLANDREW PL. z WARNER AV. J,eJ Off\ 55 SEGERSTROM OVER RD. Al TON AV. MAC/RT iUR BL. ALTON AV. SUNFLOWER AV 2 07 405 Santa Ana WORK Center Centennial Adult Education State Department of Long Beach Job Corps O 2900 tiort 1903 Santa Fe Ave. W. Edinger Ave.Rehabili�City © © 801 W. Civic Center Dr. Center CCaliforniaalifo Ana, CA 92704 709 TheDrive, Suite 110 Long Beach, CA 90810 Santa Ana, CA 92701 Orange, CA 92868 Asian American Santa Ana CollegeSocial Services Agency 9 Senior Center Partners: 3 1530 W. 17th St 1928 S. Grand Ave. 850 N, Birch St. Employment Development Department Santa Ma, CA 92706 Santa Ana, CA 92706 State Department of Rehabilitation Santa Ma, CA 92701 O.C. Social Services Agency College & Workforce CTEIROP Valley Nigh School Remington Education Center Goodwilldustries Preparation Center ® 1801 S. Greenville 1� 1325 E 4th St olr Aid Program 4 ® 1572 N. Main St Santa Ana, CA 92704 Santa Ma, CA 92701 Learn4Life Orange, CA 92867 Attachment 1 N e d c v Q u y o O CL 00 0. >_ ate+ d Q a Co m m O H Cs m Oli L OJ r t0 00 r r 00 r u 0 r 0 Ln tD tD t0 M t0 n. E �i M Cf�. 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U U .p, 2t oq °�' . rtgL�7 'oq .k }" W b U O N dC cd o p 0 � Y m N m CE.� 13 o u •o y a > p, y ? 5ci c j o u api y `� a�i 4e a w w d o o u o U p Q W a Py on o o a o 7q �1 FV u o a c o d CG 5 a�i a o° p o v a 5 U 0 r 00 C; ® �- M w o� H N cri h L Y o O � O ga 3 ao U n U ctl C7 U � U y ro y U � O 0 U � d 0 0 0 4r O N F o :S 6 U b d y O O e4 wow o t�•., � F V� •� Q 'C U V vi �6 t-: 06 0 L �1 .o o � a O U =r Pr 'Fi o W U 0 0 T� y o a � U v � y � o ' o p U �U• b U Y A o U y v a G U y U 0 v w � O o � v U d C6 O. O h R C4 k ) 4 , ) a \ � 4®®a)-e °§\a k®//))2 °y ) 2 L40Ln Q §§®.mga al \\))\ PC, /) )��¥*m;L4 Attachment 3 Santa Ana Workforce Development Board AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget 1.1 C. EDD4s.61% sen 8,irtm, hrtem age 43.58% Cost Category/Line Item Cost Details Costs Total Monthly Property Rent One -Time Charges One -Time Phone Cost Monthly Phone Contract Monthly Property Rent Total Monthly Remand Equipment Cost Rent Base Rent Incl. Janhonal, Maint and Utilities $42,506.201 $17.989.40 $17.989,40 Operational Cost 2%of Rent 1 $359,791 $359.79 Management Fee 1.76%of Rent $316.61 $316.61 Total Rent $42,506.20 Utilities/Maint/service Telephone Services Per Person Monthly costs of Dial Tone and Voice Mail Assigned $1,786.00 $807.50 $807.50 She red Phones by usage persentage 1 $212.50 1 $92.60 $92.60 Security Guard (Annual) Includes$840 Parking $50,156.76 $1,821.35 $1.821.35 Total Utilities/Maintenance $2,721.45 $0.00 $2,721.45 "Equipment New Phone System Phones by assigned Phones $9,536.29 $0.00 $4,314.04 $0.00 Shared Basic Phones $687.86 $0.00 $299.74 $0.00 Licenses assigned phones $4,680.48 $0.00 $2.117.36 $0.00 Licenses $557.20 $0.00 $242.80 $0.00 Switches $5.035.07 $0.00 $2,194.28 $0.00 Annual Support Cost 9 2.07 I $0.00 35.66 $35.66 Total Equipment $21,478.87 $0.00 $9,168.22 $35.66 $0.00 $35.66 --Technology and Access Costs $0.00 Network Wireless Bridge Network $14,080.23 $6,135.57 $0.00 Access System/Card Card tem $17.194.28 $7,492.55 $0.00 Data & Phone Cabling Cablin $58.097.10 $25,316.28 $0.00 $0.00 Information Technology Cost Per Month (Annuall Vireless Network Bridge Maintenance $1,485.00 $53.93 $53.93 ••` Copiers (Annual) Resource Room use y clients only $1,3D4.64 $47.38 1 $47.38 ruily m pi staffonly $838.92 $30.46 $30.46 Total Technology and Access $93,000.17 $0.00 $38,944.40 $131.76 $0.00 $131.76 In -Kind Infrastructure Total $116,264.14 $42,506.20 738,944.49 $9,168.22 $2,888.88 $18,665.80 $21,554.88 ***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged Attachment 3-1 Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services EDD Career Services: $1,048,262.56 • Eligibility Determination (1) $9,037 • Outreach, Intake and Orientation (2) (EDD UI) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • Eligibility Assistance(10) • Follow -Up Services(I1) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (1.4) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $93,579.45 • 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 Employer Services $258,438.03 • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (b) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost $1,484,280.04 $9,037.00 (EDD t7I) o ry a o o ro o o . S W M T tQvl O C O N N fl ei lV �D V T N Vl N N N N N ♦I. ? C V� Y E Oa N N N C J t!1 W t00 OI tOD N n T a N N N ~ N i-+ o J 00 C U a m W Vf M N fi M Q � N Vf OJ Q L U d w O c W N N m m Q N m V1 W L W C 1, T O O a c a u E � u OC m c n m e 4 c `a w /u •V 6 C N cO N O Q m N. n W N Li n M vl n O N O i L O♦ 01 T Q b C Ot N U T a L � ti .y Q _0 cO G 1A N N N V} N N Q m a m V) J n fl �6 M N a OC Vf LL Q Q f'1 t N O U C m O m O 2 O vai p ry M � M n O VI N P m N ` 2 °1 E m a ry ti ry a m 0 d W h d W L _ Q10 c a c V c � ON E° U a N � LL o a L � V y L a CO a 1 3 A W Z I rt O C C ry m n A O O u VI IA N Vl F i I Plm A-2017.264 Attachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease') is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company ("Landlord") and the Tenant described In Item I of die Basic Lease Provisions as of the Effective Date, BASIC LEASE PROVISIONS 1. Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation. 2. Description of Project; Building; Premises: 2.1 Project: As used herein, the "Project" 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 the parcel of real property on which the Building is located. 2.2 Building: As used herein, the "Building" means the commercial office huilding located at and commonly known as 801 West Civic Drive, Santa Ana, Cali romha. 2.3 Rentable Area of Building: 124,166 rentable square feet ("RSF") 2.4 Premises: A potion or live second (2"a) floor of the Building known as Suite 200, as depicted ram Exhibit "A" attached hereto. 2.5 Rentable Area of Premises: 19,321 RSF. 3. Term: 3.1 Target Delivery Date: April 1, 2018. 3.2 Commencement Date; The Delivery Date. 3.3 luitial Term: Approximately sixty (60) months, commencing on the Commencement Date and coding on the last day of the calendar month in which die date that is sixty (60) months after the Commencement Date occurs. 3.4 Options to extend the Term: Two (2) options to extend the Term for an Extension Term of sixty (60) months, in accordance with Section 3 2.2, below and Schedule'9- I" of Exhibit "J" attached hereto. 4. Base Rent: During the Initial Term, Bose Rent shall be payable at the fallowing rates: Months Monthly Base Rental Rate Base Rent ($/RSF/mo) (s/mo) 1-12 $22000 .$42,506.20 13 — 24 .$2,2660 $43,781.39 25-36 $2.33,10 $45,094,93 37-48 $2.4040 $46,447,67 49 -60 $2.4761 $47,841.10 5. Additional Rent: 5.1 Touch's Percentage Shme: 15,561% 52 BaseYear: 2018 6. Security Deposit; None 7, Permitted Use. General office use and other lawrrd incidental uses, consistent with a first class, high-rise commercial office Project. 8. Parking Number: The whole number closest to the product of (a) the number of RSP contained in the Premises and (b) 0,004 (such that it is agreed that the Parking Number with respect to the Initial Premises is eighty-two (82)). 9. Brokers: Lee & Associates Realty Group Newport Beach, Inc., representing I'enarL and Jones Lang LaSalle Brokerage, representing Landlord. 10. Address far Payments: All payments payable to Landlorcl under this Lease shall be sent to the following address or to such other 801 tV Cirle Cooler th--Ctry• oJ'Sunhr.4nn Leave II. Address for Notices: 11,1 To Tenant: 11.2 To Landlord: address as Landlord may designate, or by wire transfer. Irby cheek IFS wire transfer: CF Santana LLC c/o Oceno West Management Services 33351 Collecilon Center Drive Chicago; IL 60693-0333 Reference: City of Santa Ana/Suite 200 Prior to the Commencement Date: City of Santa Ana Clerk ofthe Council 20 Civic Center Plan, M-30 Santa Ana, CA 92702 Alin: [[ 7 After the Commencement Data: At the Premises: Attn: Deborah Sanchez CF Santana LLC c% OW Management Services, Inc. 315 W. 91a Street, Suite 80S Los Angeles, California 90015 Attn: Ted Bischak. Bank Name: Bank of America N.A. Bank Address: 100 W. 33id Street New York, NY 100 Account Name: CF Santana LLC Acct#: 4451112624 ABAk: 1110000 12 Reference: City or Santa Ana/Suite 200 With a copy to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn: [[ 1] Willi a copy to : City Attorney's Office — City of Santa Ann 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 With a copy to: Zuber Lawler & Del Duca LLP 777 South Figueroa, 37"' 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 l I above, the "Standard Lease Provisions", consisting of Articles I through 17 which follow, and Exhibits "A" through "M", inclusive, :ill of which are incorporated herein by this reference. In the event of any conflict between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms user) hercia and not otherwise defined shall have the meanings set forth in the Standard lease Provisions. 801 R'CLde Center Dr —CIO, ofSanm Ana Leave STANDARD LEASE PROVISIONS ARTICLE 1--DUINITIONS 1.1 "Additional Rent" means all amounts other than Base Rent tile[ are payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such. 1.2 "Affiliate" means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person. 1.3 "Alterations" metals any alterations, additions, improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements, if any) or any other portion of the Building or Project. 1.4 "Approved Governmental Entities"means all of the State and County agencies listed in Exhibit "M" attached hereto, 1.5 "Base Real" means rental amounts that are payable by Tenant to Landlord pursuant to Section 4.11A 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 ("FIVAC"), plumbing or sprinkler systems fur the Building and/or the Project (and for the avoidtmce of doubt, it is understood and agreed that the Building Systems do not; (I) include any portions of any such systems and equipment that are installed within or that exclusively serves any particular [rentable space in the Building or Project (such as, without limitation, any extension or distribution of services or utilities from the Building Systems serving such space) or (b) any; (1) supplemental or specially electrical, mechanical, plumbing, heating, ventilation or air conditioning systems, fixtures or equipment; (ii) supplemental or specialty fire, life, safety or security systems, fixture or equipmea , (III) any video, audio, communications or computer systems, fixtures or equipment (Including cabling)). 1.7 "Casualty" is defined in Section 13.1 I. 1.8 "Casualty Damage" is defined in Section 13.1.1. 1.9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses, including, but not limited to, reasonable aummeys•' fbes and legal costa 1.10 "Common Areas" means the lobby, plaza and sidewalk areas, accessways, Parking Facilities, and the area on individual floors in the Building devoted to corridors, lire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar facilities for the benefit ofall tenants and invitees and shall also mean those areas of the Building devoted to mechanical and service rooms servicing the Building. I'll "Comparable Buildings" means comparable Class "A" office buildings in the Market at the time the Extension Term commences. L12 "Control" or "Controlling" means possession of the direct or indnnect power to direct or cause the direction of the management and policies ofa Person, or ownership of any sort. 1.13 "Damage Notice" is defined in Section 13.1.1. 1.14 "Default Rate" means an annual rate of interest equal to lesser of; (a) eighteen percent (18%) per annual or (b) the maximum contract amount allowed by Law. 1.15 "Delivery Condition" means (and the Premises shall be in Delivery Condition) upon Substantial Completion of the Premises. 1.16 "Delivery Date" means the dale on which Landlord tenders to Tenant delivery of possession of the Premises in die Delivery Condition; provided that if the date on which the Promises still in Delivery Condition is delayed as result ornny Tenant Delays, then for Fictions of determining the Couuurncement Date, the Delivery Date shell be deemed to occur on die dale that the Premises would have been in Delivery Condition had such Tenant Delays not occurred, as reasonably determined by I.andki d. 1.17 "1; ffec live Date" means the date upon which this Lease s executed by Landlord, as indicated beneath Landlord's signature block below. 1.18 "Encumbrances" means liens, claims, stop notices and violation notices. IA9 "Environmental Laws" means and includes all noty and hereafter existing statutes, laws, ordinances. codes, regulations, rules, rulings, orders, decrees, directives, pnlicics and requirements by any federal, state or local governmental authority regulating, rotating to, or imposing liability or standards of conduct concerning public health and safety or the environment. 1.20 "Event ol'Dcllndl" is defined in .Section 15.1 below, 1.21 "Executive order 13224" means Executive Order 13224 signed on September 24, 2001 and entitled '-Blocking Property and Prohibiting Trensaelioils with Persons Who ('omnit. 'Threaten to Commit, or Support Tenrorisin", 1.22 " fs.xpI ra[it) n Dittc" means, at any particular time, the date on which the'ferm is scheduled to expire. 801 D6'Civic Cenler Dr— City n/'Santis Ana Lens, .I. 1.23 "Holder" means the fabler of any Securitylnstmmen, 1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency ar 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 restautranL uses, (a) any residential use, O any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type uses where offlae suites nit 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 Tenn (as defined in Schedule "J-I") or for a particular Leased First Right Space (as defined in Schedule "J-2' for the term of Tenant's lease thereof, still][ be equal to the rent per square foot of Rentable Area that Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in the Project, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonalri]ialed tenants of the Project and/or Comparable Buildings have agreed to pay, In current arms -length, non -equity (i.e,, not being offered equity in the building), transactions for comparable space (in tenor of condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a conmencement date within six (6) months befom or after the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in S_ahedule'9-2"1), which rent per square foot shall take into account and make adjustment for the existence, tinting and amount of any increases in rent following terra commencement in the comparison transactions, and shall at all times take Into consideration and make adjustment for all other material differences in all lei -ins, conditions or factors (applicable to tine transaction In question hereunder or applicable to one or more of the comparison transactions used to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact oil a "fair market rental" determination; provided, however, that: (a) the rent for all comparison transactions shall be adjusted to reflect payment of operoting expenses and real estate taxes In the same manner m 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 greased up to reflect payment of operating expenses and taxes in excess of a base year as of the year of commencement of the tronsaetlon), (b) the presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (a) any rent abatement or other free rent of 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 a y tenant improvements or allowance provided for in comparable transactions shall be taken into account, then the value of any existing improvements in the Premises (or the Leased First Right Space) shall also be accounted for in the calculation of the FMRR (provided that if in determining the FMRR for a subject transaction hereunder, it is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's 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 (d) to adjust the monthly installments of the Base Rent payable for due Extension Term or with respect to the Leased First Right Space, as the case may be, to be on effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of such Concessions, amortized on a straight line basis over the Extension Term or the term or Tenant's lease of the Leased First Right Space, as applicable in which case the Concessions so amortized shall not be provided to Tenant), 1,26 "Force Majenre 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, oeannient, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any typo in connection with or involving such Hazardous Materials. 1,28 "Hazardous Materials" means: (a) any material or substance: (i) that is defined or that becomes defined as a "hazardous substance", "hazardous waste," "infectious waste," `chemical mixture or substance," or "air pollutant" ender Environmental taws; (if) that contains petroleum, crude oil or any fraction thereof, (iii) that contains polyollurinated bipheay]s (PCB's); (iv) that constitutes asbestos or asbestos -containing nnteriah (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms are used in their broadest sense. 1.29 "floldover Rental Rate" means an amount equal to one hundred Lilly percent (150%) of the greater of: (a) Landlord's then published asking rental rate or (b) the Base Rent and Additional Rent payable by Tenant to Landlord during the last month of the Term of this Lease. 1.30 "Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions. 1.31 "Initial Term" means the period (which shall comnnence on the Commencement Date) that is described in Item 3.3 of the Basic Lease Provisions; provided that if (lie Commencement Date shall occur ni a day other than the first day of any calendar month, for purposes of calculating the dale on which the Initial 'Perm is scheduled to expire (te., the Expiration Date for the Initial Tamil and the timing of all scheduled Increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the first day of the cnlandai month following the Commencement Date. 1.32 "Institutional Owner Practices" means the practices of the majority orthe institutional owners of fnstimtional grade first-class orlice projects in Orange C'ounly, California. 1.33 "Interest Rate" means an annual rate of interest equal to tine Reference Rate plus two percent (2`R,). 1.34 "Landlord Default" is defined in Section 16.1 below, 1.35 "Landlord Parties" means, collectively, Landlord, Occon Nest Capital Partners, LL.C, Fortress invesunent Group, LLC, and the Propon}'- Manager, and each of their Affiliates and all of their respective partners, members, officers. managers. directors, trustees, employees, retiree&, heneficiades, conuracturs (including internal iuvesunent contracmrs), agents. advisors, morteagees laid ground lessors, agents, successors and assigns. 80111 Civic Ceater Dr'—C!41nfSnnln Ann Lenre -2- 1.36 "Landlord's Additional Insureds" mean, collectively, Landlord, Doeem 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 hnstrument (defined below) designated by Landlord as additional insureds. 1.37 "Landlord's Lease Undertakings" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is or are to be provided or performed by Landlord, 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority havingJurisdiction (including, without limitation, any certificate of occupancy). 1.39 "Lease Documents" means this Lease together with all exhibits, riders or addenda attached hereto, and all amendments thereto. 1.40 "Leasehold Improvements" means all leasehold improvements existing in the Premises as of the Effective Date, the Tenant Improvements, and any additional Alterations. 1.41 "Market" means the Santa Ana Civic Center submarka. 1.42 "Money Laundering Act" means the Intemational Money Laundering Abatement and Financial Anti -Terrorism Act of2001 or the regulations or orders promulgated thereunder, as the same may be amended fiom 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 1 of the Basic Lease Information. 1.46 "Parking Facilities" means the Project's parking facilities from time to time serving the Building. 1.47 "Parking Fees" is defined in Section 4.3 below. 1.48 "Parking Passes" means, collectively, Unreserved Parking Passes and Reserved Parking Passes, 1.49 "Permitted Alterations" means only usual and customary maintenance and repairs of Leasehold Improvements If and to the extent that such maintenance and repairs: (a) are of a type and extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (b) are in compliance with the Rules and Regulations, and (c) will not affect the Building's structure, the provision of services to other Project tenants, or any Building Systems. 1,50 "Person' means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment trust association or nay other entity. 1.51 "Premises" means die Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the agreement or Landlord and Tenant. 1,52 "Premises Restoration" means the Restoration of the Premises and file portions of the Common Areas that are required for access to the Premises. 1.53 "Property Manager" means OW Management Services, Inc., or any other Person retained by Landlord to manage and operate the Building on a day to day basis. 1.54 "Proposed Transfer Space' means, with respect to any proposed Transfer, the portion of the Premises subject to such proposed Transfer. 1.55 "Reference Rate" means the "prime rate" or "re lei core rate" announced dram time to time by Bank of America, N.T. & S.A. (or such reasonable comparnble national banking institution as is selected by Landlord in the event Baul< of America, N.T. & S,A. ceases to publish it prime rate or reference rate). 1.56 "Rent" is defined in Section 4.4.1 below. 1.57 "Rent Delinquency" means and shall occur upon any failure of Landlord to receive any payment of Rent on or before the date than is five (5) days aterthe date such payment of (tent is due. 1.58 "Reserved Parking Passes' means parking privileges to be used tier parking on a first come first served basis in "reserved parking areas" in the Pauking Facilities, as designated by Landlord, or at the election of Landlord, in reserved parking spaces located in the Parking Facilities. 1,59 "Restoration" is defined in Section 131I. 1.60 "Review lixpenses" means- all review and processing tees, and costs, as well as any reasonable professional, attorneys', accountants', engineers' or other consultants' fees incurred by Landlordl relating to any request by Tenant for Landlord's consent, including, but not limited to, any request for consent to a proposed I ranster. 801 *'Ch4e Cerra,Dr—Clp nf9antu Arur Leave -3- 1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated herein and made a pact hereof) and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted and published by written notice to tenants by Landlord for the safety, cam, security, good order and/or cleanliness orthe Premises and/or the Project. 1.62 "Security Deposit" means a cash security deposit in the amount specified In iteU16 of the Basic Lease Provisions. 1.63 "Security Instruments", means, collectively: (a) all present and future ground leases and master leases Droll or any part of the Project, Building or Premises; (b) present and Rrture mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises; (c) all post and finure advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, muslin leases, mortgages and deeds of trust, which now or hereafter constitute a lien upon or effect the Project, Building or Premises. 1.64 "Substantial Completion" (and "Substantially Complete") Is defined In the Work Letter. 1.65 "Tatting" is defined in Section 13.2. 1.66 "raining 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 for otherwise transferred) in accordance with the provisions of Article I of this Lease. 1.69 '"Tenant Delays" is defined in the Work Letter. 1,70 "Tenant Improvements" nieuns the initial Alterations (if any) to be constructed and/or installed in the Premises pursuant to the Work Letter (if any). 1.71 "Tenant Parties" means collectively, Tenant, its subtenants, assignees or other Transferees, and their respective connectors, clients, officers, directors, employees, agents, and invitees (ench of which shall be a "Tenant Party"). 1.72 "Tenant's Hazardous Materials" means any Hazardous Materials that become present in, on, under or about the Project as a result of any act or omission of Tenant or any other Tenant Party. 1.73 "Tenant's Personal Property" means all of Tenant's (and doe other Tenant Pities') office furniture, business and personal trade fixtures, machinery and equipment, furniture and furniture systems, movable partitions, teleconununications equipment, data cabling and other items of personal property. 1.74 "Term" means and shall reter to the Initial Term as it may be extended pursuant to Schedule "d-I" of Exhibit `7" attached hereto and/or pursuant to the written agreement of Landlord and Tenant. 1,75 "Transrer" means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the Lease, (c) any other agreement or arrangement: (I) that permits a third party (other than Tenant's employees slid occasional guests) to occupy or use any portion of the premises or (if) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lieu to attach to Tenant's Interest under this Lease or (d) a direct or Indirect transfer, assignment, pledge, or hypothecation ofa Controlling interest in Tenant. 1.76 "Transfer Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes the applicable Proposed Tonisfer Space; (c) includes current financial statements of the proposed Transferee certified by an officer, partner or owner thereof; (d) describes the nature of such Transferee's business and proposed use of the Proposed Transfer Space; (e) the proposed effective date of the proposed Transfer; and (1) all of the principal terms of the proposed Transfer, 1.77 "Transfer Profits" means, with respect to any pagicular month and any particular Transfer, an amount equal to: (a) all rent, additional real or other consideration payable by or on behalf of such Transferee during or with respect to such month in connection with the Tronsl'er minus fill the sum or, (1) 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 oi) all out or pocket costs reasonably incurred by Tenant In connection with such Transfer (such as brokerage commissions and/or improvement allowances), amortized on a straight line basis over the term of such Transfer. 1.78 "Transferee" means any Person to whom a I'l cis Per is made. 1.79 "Unreserved Parking Passes" means parking privileges to be used for parking on a first come first served basis in the areas of the Parking Facilities designated by Landlord therefor. 1.80 "Work Letter"means the "Tenant Work Leter (if any) attached hereto as Exhibit "C", Terns in initial capitals flint are not delincd in Article I shall have the meanings given to them elsewhere in this Lease. ARTICLE 2—LEASE OF PRENI Sf S• C'o1iili•I ON ARGtS• PA RKING; SIGNS 11 Lease of Premises• Access; Quiet En'fivnie t. 881 lPCh*Center Dr—Qj, ofS'000tAna Leme -4- 2.1.1 Landlord hereby losses the Premises to Tenant, and 'tenant hereby leases the Premises from Landlord, upon all of the terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises, the Building or die 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 specilic type or number oftenanls occupying any space in the Building and/or the Project during the Term of this Lease. Acceptance of possession of the Promises by Tenant shall be conclusive evidence as against Tenant that the Premises are then in tenantable and good condition. 2.1.2 Landlord and Tenant hereby agree that the number of RSF (also referred to as the "Rentable Area") contained; (a) within the Building is as set forth in Item 2.5 of the Basic Lease Provisions and (b) within die Premises is is set fm4h in Item 2.5 of the Basic Lease Provisions. 2.1.3 Subject to Landlord's access control programs and the Rules and Regulations, Tenant and its employees and invitees shall be entitled to access the Premises seven (7) days per week, twenty-four (24) hours per day. 2.1.4 Subject to all of the terns 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 fiom and through Landlord. 2.2 No Relocation of Premises; Right of First Offer. 12.1 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 loose of any such space. 2.2.2 Bight of First OITer. 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" 7-2" of Lxhilait" ", attached hotels. 2.3 Common Areas: Parking. 2.3,1 Common Areas. In connection with its lease of the Premises, Tenant shall have die non-exclusive right to use the Common Areas together with other Persons. The Common Areas shall be subject to (he exclusive management and control of Landlord, and Tenant shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall hove the right fi,om time to time to designate, relocate and limit the use of particular areas or portions of the Common Areas, Landlord shall also have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual orany rights in any Person. 2.3.2 Rental and Use ofParkine Posses: Visitor Parking. (a) Commencing tan the Commencement Dole and continuing through the Term, Tenant shall real fimn 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 Ti. 1I below (which shall be subject to abatement in iccordance with Section 4.3.2 below). The Parking Passes are with respect to, subject to the previsions of this Lease, use of the Parking Facilities. The Parking Passes provided to Tenant pursuant to this Section 2,3.2 arc provided to Tenant solely for use by officers, directors, and employees of Tenant, its Affiliates, sublessees and assignees, and such posses may not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type ortransferee without Landlord's prior approval. (b) The specilic locations within the Parking Facilities in which the Unreserved Parking Posses 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 Lo implement, administer and enforce a parking management program, with respect to the Parking Facilities generally, with respect to use of one or more types or Parking Posses in particular, red/or will, respect to the use of the Parking Passes rented by one or more specific tenant or teuents (including Tenant), with parking management plan may include, without limitation, nny of mono of the following measure as features: oversell arPa king Passes; expansion orthe Parking Facilities to include additional parking lots or stc.Whnes within a reasonable distance from the Building; rowrvaton of specife portions of the Parking Facilities for parking by one or more specilic Building tenants (including Tenant) and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking programs or mcasmes•; creation and allocation of tandem parking spaces to specite Building tenants; designation of visitor parking rates: and allocation of vnlidaLion privileges to one or more Building tenants. It is specifically understood and agreed that irl,andlord implements one or more such measures or lectures that ore: (i) generally applicable to the Perking Facilities, the costs incurred to implement, administer and enforce such measures shall be included in Operating Costs or Ill) that are specific to Tenant, die costs incurred to implement, administer and enforcesuch measures shall be reimbursed by Tenant. (0) jriaitor Pa rkine. M Tenant's business visitors may park in the risking Facilities, or in the applicable portions thereof designated by Landlord, on a first come, first served basis, upon payment orthe prevailing fee I'or parking charged to visitors to the Project. Tenant shall hove the right to purchase from Landlord, at Landlord's then prevailing talc, Project Parking Vaidations (defined below), to be used only by Tenants Business Customer (defined below) I'or parking in the Parking Facilities without charge, -Project Parking Validations" means vnkktliuions. in such form ns Landlord, in its sole but good faith discretion, shall orrer from time to tine. permitting persons using such validations to park in the Parking Facilities for specified periods of time without charge (i.e., a 30-minute validation would permit prinking without charge in the Parking Facilities for a peYiod up to 30 minutes). "Tenant's Business Customers' means Persons that visit the Premises for the specific purpose of Conducting business it the Premises (and I'or the avoidance ofdoubL, shall not include any employees W-renant or any orits'I'ranstesecs who have orliecs (on an exclusive or shamd basks) at the Premises). 801 WChvc Cannu�Dr-Cilr ofSantu na Lease .5- (if) Notwithstanding the foregoing, each calendar month during the Total, Landlord shall provide to Tenant, without charge: (A) a number of short Tern, Project Parking Validations (defined below) equal to the product of twenty (20) and the number of days in such calendar month (during the Term) and (B) a number or Long Term Project Parking Validations (defined below) equal to the product of sixty (60) and the number of days in such calendar month (during the Tenn), 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 Tel Project Parking Validations so provided by Landlord (based on actual usage) effective as of expiration of die third (3'a) full calendar month of the Initial 'term, and thereafter, upon expiration of each subsequent three (3) calendar month period; provided further that: (x) Landlord shall not, at any time during the 'Perm. be required under this Section 23.2(cl(ii) to provide a number of Project Parking Validations in any calendar month in excess of a number equal to the product of eighty (80) and the number of days in such calendar month (during the Term) and (y) any Project ParkingValidations provided by Landlord with respect to any particular calendar month that are not used during such calendar month shall, at the election of Landlord, either: (1) became null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2 3 2(c)(H) for subsequent calendar months, No Project Parking Validations provided by Landlord to Tenant under this Section 23 2(c)(H) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three 13) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day), "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to thirty (30) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for all to three (3) hours without charge. 2.4 Sens. 2,4.1 Except to the extent expressly provided in this Section 2.4, Tenant shall not: (a) place or Install (o• allow or permit to be placed or installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type oil the roof, exterior areas or Common Areas of die Building or the Project or in any area of the Building, Premises or Project which is visible from the exterior of the Building or outside of the Premises or (b) place or install (or allow or permit to be placed or installed by any Tenant Party) in or about any portion of the Premises any window covering (even if behind Building standard window coverings) or any other material visible fiom outside of the Premises m- From the exte•lor 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 cr 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 prim written consent: (a) in the case where Tenant occupies an entire floor in the Building, Tenant may place in any portion of Such floor which is not visible from the exterior of the Building such identification signage as Tenant shall desire and (b) in the case where Tenant occupies less than an entire floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost and expense, in such portion of the multi -tenant curridor on such floor as is called for by Landlord's signage program (as the sane may exist from time to time) Identification signuge of the type prescribed by Landlord's signage program identifying Tenant; (a) Landlord shall provide customary signage in the Building directory (if any) in the ground floor lobby of the Building (Landlord shall bear the initial cost of such directory signage and the castor updated any such directory signage no more than one in any month); and (d) Tenant may place in any portion of the inside of the Premises not visible from the exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage described in this Section 2.4.2 (other than the directory signage described In clause (a) above) shall be treated as Tenant's personal property under the provisions of Se^(ion 10.5 with respect to'1'enant's obligation at the expiration or easy termination of this Lease. 2.4.3 Eyebrow Stan, In connection with Tenant's lease of the Premises. subject to all of the terms and conditions of Exhibit `K", attached hereto, during the Term, Tenant shrill have the right to install and display at the Project the Eyebrow Sign (defined in Exhibit "K", attached hereto) in the location described in Exhibit "K", attached hereto. ARTICLE 3—DELIVERY• COMMENCE)YI ENT; TERYh SURRENDER; HOLDING OVFR 3.1 Delivery, Landlord shall endeavor to tender (0'renant delivery of possession of the Premises in the Delivery Condition prior to die Target Delivery Date; provided, that if the Delivery Dale sloes not occur on or before the Target Delivery Date, this Lease shall not be void or voidable, the Term of this Lease shall not be extended, and Landlord shall not be liable to Tenant fail' any loss or damage resulting therefronn; provided further that Landlord shall use commercially reasonable efl'urts to tender to Tenant delivery of possession of die Premises in die Delivery Condition as soon as reasonably possibly after the Target Delivery Date. 3,2 Commencement; Term. 3.2.1 The Tcrm shall commence on the Commencement Date as defined in Item 3.2 of the Basic Lease Provisions, end shall continue through the period specified in Item 3.3 of the Basic Lease Provisions unless terminated earlier in accordance with the provisions hereof or extended pursuant to doe written agreement of Landlord and Tenant or as provided in Section 3.2.2 below, provided, however. that if the Commencement Date shall occur on a day other than the first day crony calendar mouth, for purposes of calculaing the Expiration Date laid the tinting of all scheduled increases in Base Rent during the Initial Term (bit( nut locally other putpnse), the Commencement Date shall be detailed to be the first clay ofthe calendar month Ibilowing the Commencement Date. Al any time during the Lease Term, Landlord may deliver to Tenant a notice in the loran as set in Exhibit "B" attached hereto, which Tenant shall execute and return to Landlord within rive (5) business clays of ieceipt thereof'. 3.2.2 Extension Optima, 'tenant shall have two (2) options to extend the Tarn, each for an Extension Term (defined below) of sixty (60) months (Five (5) years) subject to and in accordance tvitr the terns and conditions orSchedule "l-I"erExhibit "T', attached hereto, 3.3 Surrender: kloltipe Ova•, 3.3.1 Except as provided in this Seeiion 3.3 and in Section 7.3 below, upon e,xplrculon or earlier termination of this Lease. Tenant shall vacate laid surrender the Premises to Landlord in the Same condition as when received at the inception o1'this Lease and as therealle' 801 lVCinlr Cenfm• A)r— Cilr nf'S7uurrfl nn Lettre .6- improved by Tenant, subject to ordinary wear and tear. For the avoidance ofdoubt, it is understood and agreed that, prior to the dale upon which the Promises 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 irTenant fails to remove any of the Tenant's Personal Property from (he 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 I'or Five (5) days Following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the same, in which case: (a) Landlord shall have the right, at Tenant's expense, to remove the same from die some from the Premises (and to repair any damage caused by such removal) and (b) to thereafter; 0) store the same at Tenant's expense, (id) appropriate the same for itself, and/or (fin) sell or otherwise dispose of the same in its sole discretion, with no liability to Tenant, in which ease, Tenant shell reimburse Landlord for all costs incurred by Landlord in connection with any such removal, repairs, storage and/or disposal, plus a ten percent (10%) administration fee thereon, upon demand. In addition, If Tenant fails to remove from the Premises (or tiny portion thereof) all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below and/or to repair all damage caused by its removal orany such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior to the expiration or any earlier termination of the Term (with respect to applicable portion of the Premises), Landlord shall have the right to remove the same from the Premises (or the applicable portion thereof) and/or to repair such damage at Tenant's expense, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (100%) administration fee thereon, upon demand, This Section 3,12 2 shall survive the expiration or any earlier termination of the Temt of this Lease. 3,3.3 If Tenant fails to surrender the Premises (or any portion thereof) in accordance with this Lease (Including, without limitation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination critic Term, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover period,, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to die Holdover Rental Rate. The monthly Base Rent payable for such holdover period shall in na event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof not any acceptance by Landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to ally holdover hereunder or result in a renewal of this Lease or an extension of the Tea, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall indemnify, defend slid hold Landlord harmless from and against any and all Claims (including, widhout limitation, for lost profits and other consequential damages, attorneys' fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant's failure to surrender the Premises in accordance with the provisions of this Lease on the expiration or earlier termination of this Lease, ARTICLE 4—RENT AND OTHER CHARGES 4.1 Base Rent. Tenant agrees to pay during the Initial Total of this Lease as Base Rent for the Premises, the sums shown for tine Periods shown in Item 4 of the Basic Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable in equal wnsecutive monthly installments, in advance, commencing on the Commencement Date and continuing on the tenth (10) day of each calendar month thereafter; provided that the first full monthly installment of Base Rent, described In It in 4 of the Basic Lease Provisions, shall be.payable upon Tenant's execution of this Lease. Landlord will cooperate with Tenant to accommodate paynhent of Real (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 "E") Tenant shall also pay: (a) Tenant's Percentage Share (defined in Exhibit "E") 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 Rees. 4.3.1 Subject to .Section 4,3.2 below, on the (hat day of each calendar month during the Term, Tenant shall pay to Landlord (or at the request of Landlord, to Landlord's designated parking operator) Landlod's then prevailing charge (the "Parking Fees") for all Parking Passes rented by Tenant for such calendar month. Such Parking Pees shall be in addition to all taxes, assessments or other impositions imposed by any governmental entity in connection with Tenant's use of such Parking Passes, which taxes, assessments or other impositions shall be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated 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 Posses rented by Tenant during the Initial Terns (and the charges For all Short Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to 'Tenant (pursuant to Seolion 2 3(c)(ii) above) during dhc Initial 'Perm) are included in the Base Rent payable by Tenant uvith respect to the Promises during the Initial Term. 4.3.3 `fhe Parking pees payable with respect to all Parking Passes rented by Tenant during an Extonsion 'ferns (tail the charges I'or all Short Term Project Parking Validations and Long Term Prgject Parking Validations providecl by Landlord to Tenant (pursuant to Section 2.3(c)(ii) above) during an Extension'ferm) shall be determined in connection with the FMRR (and Extension Term Buse Rent) for the Premises for such E.etension Team. and shall be added to (and included in) the Extension Term Base Rent. 4.4 Payment ol'Rent, 4!I.I Generally, Base Rent till farms of Additional Rent payable hereunder by Tenant and oil other amounts, lees, paynnews or charges payable hocunder by Tenant shall each; (a) constitute rent payable hereunder (sometimes collectively be rcl'eired to heein as "Rent'), (b) be payable to Landlord when due without any prior notice o• demand therefor in lawful money ol'the United States and, except as may be expressly provided to the contrary in [his Lease, without any nbtitcnnent, offset ar deduction whatsoever. and (c) be payablo ur Landlord a the address orl.andlord described in I em I Orland Basic Lease Provisions or to such other Person or place as Landlord silly From time to time designate All if/0',lr CrnmrOr—Cilpufd'uomdna Lame -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 mnount than the correct Rent due hereunder shall be deemed to be other than a payment on account of the earliest installment of Rent then due; nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed to effect or evidence on necord and satisfaction; and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance or purane any other remedy in this Lease or at law ar in equity provided. - 4,4.2 LATE PAYMENTS. TENANT ACKNOWLEDGES THAT THE LATE PAYMENT OF RENT WILL CAUSE LANDLORD TO INCUR ADMINISTRATIVE COSTS AND OTHER DAMAGES, THE EXACT AMOUNT OF WHICH WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN. LANDLORD AND TENANT AGREE THAT IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENT: (A) A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID. ARTICLE 5—TENANT'S TAXES Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or imposed or assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located in or about the Premises; (b) any Leasehold Improvements mode in or to the Premises by or for Tenant (without regard to ownership of such improvements) if and to tile extent the original cost, repincenment cost or value thereof exceeds the cost of Landlord's then effective "Building Standard" tenant improvements, as deternfned in good faith by Landlord, (c) the Rent payable hereunder, including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority,, (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy orally portion of the Premises; or (a) this transaction or any document to which Tenant is a party creating or tranSfATing on interest or an estate in the Premises, ARTICLE 6 — (INTENTIONALLY OM ITTEDI ARTICLE 7- USE OF PREMISES 7.1 Tenant's Permitted Use. Tenant shall use the Premises only for Tenant's Perr»itled Use set forth in ltem of the Basic i.ease ]'revisions and shallnot use or permit the Premises to be used for any other purpose. Tenant shall, et its sole cost and expense, obtain and maintain in full force and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use, In no case shall Tenant use or suffer or 1wront the use orally portion of the Pretalses for any Expressly Restricted Use. 7.2 Compliance With Laws and Other Reaufremenfs. 7.2.1 Subject to Section 7.2.2 below, Landlord shall cause Life Common Areas and the Base Building to comply with all Laws, if and when any such action is required by any governmental authority and/or if and to the extent that any failure of any portion of the Common Areas or the Base Building to comply with any applicable Laws would: (a) prohibit Tenant from entering into a sublease to any Approved County Entity of Approved State Entity (as such terms are domed below) in accordance with Section 11 J.2 below; (b) unreasonably and materially all'ect the safety of Tenant's employees or the operation of'renunt's business; or (c) would create a material and significant health hazard for occupants of the Premises. T2.2 Tenant shall timely take all actions required comply in all respects with (and shall cause each of its employees and occupants to take all actions required comply in all respects with) and cause the Premises to comply with: (a) all Laws, now or in the future applicable to the Premises find Tenant's use thereof (Including, without limitation, any Law requiring any form of improvement or alteration to the Building), (b) the Rules and Regulations, and (c) all covenants, conditions and restrictions applicable to the Project, In addition, if toy modifications or alterations to nay portion of tine Conuvon Arens or the Base Building (defined below) are required under any applicable Laws as a result of Tenant's use of the Premises or any of Tenant's Leasehold Improvements, then at the election of Landlord: (i) Tenant shall be responsible for performing such modifications or alterations, at its expense or (H) Tenant shall, within ten (10) days following Landlord's demand therefbr together with reasonable supporting documentation, reimburse Landlord for all of its costs and expenses incurred in connection with Landlord's performance orsuch rnodlfications oritherations. T2.3 Tenant shall not use the Premises, or permit the Premises to be used, in any manner, or do or suffer any act in or about the Premises which: (A) violates or conflicts with any applicable Law, any of the Rules and Regulations or any covenants, conditions and restrictions applicable to the Project; (B) causes or is reasonably likely to cause damage to the Project, the Premises or Tile 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) constilutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to mher tenants or occupants of the Project or its equipnnent, facilities or systems or (E) interferes with, or is reasonably likely to interfere with. the transmission or reception of microwave, television, rndio, telephone, or ether communication signals by antennae or other facilities located in (Ile Prgjecf. Without limiting the generality of the foregoing, should any federal, state or loci] governmental agency having jurisdiction with respect to the establishment, regulation or enforcement of occupational, health or sorely standards fir employers, employees or loaners impose on Landlord or oil renant at any time now or• in the future any requirement or Low fainting in any manner to the Premises or occupancy tllercof 'rennin shall, at its sole cost and expense, comply promptly for at Landlord's election, bear the cost of such compliance as ullecled by Landlord) with such requirement or Law. Tenant shall indcnmify, defend and Imld lunrmless Landlord from and against any and all Claims arising out ofor relating to any I'ai hoe of Tenant to perform any aFits obligations under this Section 7.2. Landlord shall not ent'oroe the Rules and Regulations in a discriminatory manner; provided that Landlord shall not be liable to 801 4PCh'it Center or— Clpr n/'S'm+at Ann Leare A- 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 file Project by or on behalf of Tenant or any other Tenant Parties, Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used and stored at the Premises in compliance with all Laws and the highest prevailing industry standards, Tenant shall: (a) take all actions (or at Landlord's election, reimburse Landlord for taking all actions) necessary to restore the Premises or any portion of the Project to the condition existing prior to the introduction of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or reinediation allowable under applicable Environmental Laws and (b) shall indenulil'y, defend and hold harmless Landlord 8•onl and against any and all Claims arising out of or relating to any Handling by or on behalf of Tenant or any Tenant Party of any Hazardous Materials upon, about, in, above or beneath the Premises or any portion of the Project and/or the presence of any Tenant's Hazardous Mnterials in, on, under or about ilia Project. ARTICLE 8 - UTILITIES AND SERVICES 8.1 Building Services. Provided that no Event of Default exists, subject to the terms, conditions and standards set forth in this Lease, Landlord shall furnish or cause to be furnished, as part of Operating Expenses to the Premises, the utilities and services described in Exhfbl "F" attached hereto, 8.2 Interruption of Services. Landlord shall not be liable for any failure to famish, stoppage of, or interruption in furnishing any of the services or utilities described fit Exhibit "P" 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 orotber eviction of Tenant. ARTICLE 9 -MAINTENANCE AND REPAIRS 9.1 Landlord's Obligations. Landlord shall endeavor to keep the Common Areas of the Building and the Project in a clean and neat condition. Subject to Section 9,2 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas of the Project not constituting a portion or any tenants' premises and (b) shall use commercially reasonable efforts to keep all Building Systems used by Tenant in common with otter tenants in reasonable condition and repair, reasonable wear and tear excepted, Except as provided in Section 131 there shall be no abatement of Rent, nor shall there be any liability of Landlord arising from the making of, or failure to make, any maintenance or repairs, alterations or improvements in or to any pardon of the Building or Project. Tenant waives the light to make repairs at Landlord's expense under Sections 1941 and 4942 of the California Civil Code, and trader all other similar laws, statutes or ordinances now or hereafter in effect, and waives and releases the right to terminate this Lease under Section 1932(I) of 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 Tern) of this Lease, Tenant shall, ni 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.t above (Including, without limitation, repair or replacement, as applicable, of all damaged and broken lixtures and appurtenances) with replacements of any materials to be matte by use of nnatcrials of equal or, better quality. Further, Tenant shall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of file Project or the Premises caused by: (a) activities of Tenant or any Tenant Party in or at file Premises or any other portion of the Project; (b) the performance or existence orany Alterations made by or for Tenant or any Tenant Party in or to the Premises; (c) the installation, use, operation or movement of Tenaa's Personal Property in or about the Building or the Premises; (d) Ole design, installation or operation of any Alterations that are not consistent with Building Standards (as defined in the Work Letter); or (c) any act or emission by Tenant or any Tenant Party or any other person permitted in or invited to the Premises or the Project by Tenant or any Tenant Party. ARTICLE 10 - ALTERATIONS 10,1 Landlord's Work. Landlord's sole construction obligation under this Lease is set truth in [lie Work Letter. Except as expressly provided in the Wank Letter, Landlord has made no representation or warranty to Tenant and has no obligation to alter, remodel, improve, renovate, repair or decorate the Premises, the Building, or the Project or any portion thereof. Tenant anther acknowledges said agrees that no representations respecting the condition of the Premises, the Building o, the Project have been made by Landlord to Tenant except as speeilicnlly set lentil fin this Lease. 10.2 Landlord's Consent: Conditions, Except for Permitted Alterations, 'Tenant shall not make any Alterations (or allow or permit may Alterations to be mnde) without fast obtaining the prior written consent of Landlord, which consent shall be requested in writing not less than tilteen (15) business days prior to the scheduled and actual commencement o'any work therein. All such Alterations; (a) shall comply wits all applicable Laws, (b) shall be compatible (as determined in good firth by Landloni) with the Building and all Building Systems; (c) shall not interfere With the use and occupancy orany other portion of the Building or the Project by any other tenants or their invitees; (d) Shall not be visible from the exterior of the Building or from any Common Areas: and (c) shall not affect the integrity of the structural portions of the Building. In addition, Landlord limy impose its a condition to its consent to any Alterations, such additional requirements as Landlord in its sole discretion deems necessary air desirable (including, without limitation, a requirement firr Tenant to obtain (or require Its contractor to obtain) a completion and Ilea hhdonmlty bond prior to commencement of any Alterations), Within ten (10) days of written demand therefor, Temnt shall: (i) reimburse all costs and expenses. incurred by Landlord because ol'Tenanl's Alterations and (it) shall pay Landlord's supervision lee in an amount equal to ten percent (10%) of the cost of' (lie Alterations in question (provided that no supervision lee shall be payable with respect to Permitted Alterations). Tenant kind Tenum's contractors shall comply with such ConSULledon rules and n:gulntions and building standards as Landlord may promulgate from tine to 901 FfC&tr Currier Ur—Cilp ofSiuvrr: I nn Leave 9 time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or tine Building, whether outside or Inside of the Premises, required by any governmental agency or by Law as a condition or as the result of any Alteration requested or effected by Tenant shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifientions, alterations or improvements (at Tenant's sole cost and expense) or require such performance directly by Tenant. 103 Performance of Alterations Work. All work relating to all Alterations (other than the laid at Tenant Improvements, which will be perlbrined 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 or the Project), and in compliance with any plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all applicable Laws, and the requirements of all carriers of insurance on the Premises, Building and Project, the Board of Underwriters. Fire Rating Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with the making orally Alicrations, and Tenant shall not modify or alter any improvements or components of the Building or the Project outside orthe Premises, upon completion orany Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within thirty (30) days following completion of the. Alterations, n reproducible copy of the "as built" drawings of the Alterations together with a CAD File of the "as built" documents of Ire Alterations (current version ofAutoCad). 10A No Liens, Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises, the Project and Tenant's leasehold interest free From all Encumbrances, including, without limitation, any of the, same relating to the Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant, and Tenant shall indemnify, defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances. Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such Hell, stop notice, claim or encumbrance has been filed. Tenant shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non -responsibility. 10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall become the property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements that existed in the Building as of the Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the Premises, Building and Project, all at Tenant's sole expense. All Tenant's Personal Property owned or Installed by Tenant or any other Tenant Party in the Premises shall be and remain the property of Tenant (or the applicable Tenant Party), and upon the expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal, If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier lernination of this lease, Tenant (or the applicable Tenant Party) shall be doomed to have abandoned tine same, in which case Landlord may store die same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand), of appropriate the some for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party), ARTICLE 11 -TRANSFERS 11.1 Restriction; Permitted Subleases 11.1.1 Restriction. Except as provided in Section 11.I 2 below, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, nake or permit any Transfer without the prior written consent or landlord in accordance with Section 11,4 below. Any Transfer in violation of the previsions 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 Ionic, sublease, license, concession or otrer agreement for use, occupancy or utilization or the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net income or profits derived by any person fronn the property leased, used, occupied or utilized, and that any such purported lease, sublease, license. concession or other agreement shall be absolutely void. 11.1,2 rermitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business clays' prior written notice, but without the need to obtain the consent of Landlord, sublease splice 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 elTorts to comply with the Slate Requirements specified in Exhibit "L" attached hereto. Any sublease permitted without the consent of Landlord under this Section 11.1.2 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 11,2, Section 113, Section 11.4. Section 11.5, or Section 11.6 below 11.2 Notice to Landlord. If Tenant desires to make a Transfer (other then a Permitted Sublease), then Tenant shall submit to Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not alone than one hundred eighty (190) days) prior to the effective date of the proposed Transfer, and (b) four (4) originals of the proposed assignment or sublease or other Transfer document on a form approved by Landlord and rbo (4) originals of the Landlord's Consent to Sublease m Assignment and Assumption of Lease and Consent executed by Tenant anei the proposed Transferee 11' Tenant modifies tiny of the material terms and conditions relevant to a proposed Tronsf'or specified in the 'I'rnnsfer Notice, Tenant shall resubmit such Transfer Notice to Landlord for its consent. Following delivery of a Transfer Notice, Tenant shall additionally provide such other informntion or niteriafs with respect to the proposed Transfer and/or Transreoc as Landlord may reasonably request. including. without limitation, credit reports, business plans, operuting history, bank and character references. 113 Landlord's Recapture 12ia1, ts. At any lime within twenty, (20) business days after Landfocl's receipt of all ol'the infurnnntion and documents described in Section 11.2, Landlord inay, at its option, in its sole and absolute discretion. by written notice to Tenant. cicet to: (a) in the case urn proposed sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant upon die same terms as those e1'lered to the proposed subtenant; (b) in the ease ul'a proposed assigmnenl, lake an sssigninonl of this Lease upon tine some terms as those offered to the 80116 Ovie Ceuler Dr —OP nfSaurn Ana Lease -10- 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 !]'this Lease is terminated as to less Ilan all of the Premises, For the avoidance of doubt, this Seclian 11 3 shall not apply to any Permitted Sublease. 1 IA Landlord's Consent: Staada•ds. 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 nil 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 shot] not be unreasonably withheld; provided, however, that in addition to any other grounds available hereunder or under applicable Law far properly withholding consent to such proposed Transfer, 'tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to any proposed Transfer if: (a) in Landlord's good faith 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 ]'aspect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (it) the proposed Transferee is of a character or reputation at, engaged in a business which is not consistent with the quality of the Project or the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project or (if) 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 mid/or the Project, (13) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any alterations to the Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government; (c) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (d) either the proposed Transfereq, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee (i) occupies space in the Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (if) is a direct competitor of Landlord; (e) no Event of Default then exists; (f) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Project a right to cancel or modify its lease; (g) oily ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (i) the proposed Transfer would be on economic temps (based upon effective rental rates) more favorable to the 'Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project•, or CI) the proposed Trnsfer would result in more than three subleases per each full floor of the Premises being in effect at any one time during the Penn. For the avoidance of doubt, this Section 11.4.1 shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I. then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory ,judgment and an injunction for the relief sought without any monetary damages or other monetary retie]'. To the moxiniu n extent permitted by Law, Torment and each proposed 'transferee hereby waive any and all other remedies, including, without limitation, any right of law or equity to terminate Otis Lease with respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord filar any and all Claims involving or asserted by any third party or parties (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant and/or such Transferee in connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed Transfer or other breach of this Article 11. Tenant acknowledges that Temut's rights under this Article I I satisfy the conditions set tariff In Section 1931.4 ofthe California Civil Code with respect to the availability to Landlord of cerurin remedies for a default by Tenant under this Lease. 11.5 'transfer Profits. Subject to the provisions of this Article 11, if Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Landlord fifty percent (50"/0) of any Transfer Plural. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Profits that Tenant either has or will derive from o Transfer. Landlord or its representative shall have the right at all reasonable times to audit lie books and records of Tenant with respect to the calculation of Transfer Profits. If such inspection reveals on underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost of Landlord's audit within ten (10) business clays after its receipt of the results of such audit. partible avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease 11.6 Landlord's Costs, With respect to each Transfer (other than a Permitted Sublease) proposed to be consummated by Tenant, whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, Tenon[ shall, within ten (10) business clays after written request by Landlord, reimburse fill of Landlord's Review Expenses relating to such proposed 'Transfer. For the avoidance of doubt, this Section 11.6 shall not apply to Lilly Permitted Sublease 11.7 Cantinuine Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this Article I I (including. but not limited lo, any assignment of this Lease), Tenant shall remain as filly and primarily liable fnthe payment of Rent and fertile performance oftill other obligations of the "Tenant" contained in this Lease to the same extent as if the Translbr hact not occurred. Any act or omission orally Transfeme that violates the forms of this Lease shall be cleared a default by Tenant under [his Lease. and following expiration ofthc applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (and/orr any offs Suceessms as the "Tenant" hereunder) without the necessity of exhausting its remedies against such Transferee 0mtwilhs'tanding the fact that the Original Tenant (Ind/or any of its successors as [tic "Tenant" hereunder) mrry have assigned all of its right, title and interest in this Lease). Landlord may consent to subsequent Transfers of this Lease with Transferees of Tenant, upon notice to 'fella nl, but without obtaining its or their consent thereto. and such action shall not rellavc Tenant of its liability under this Lease. 1118 Non -Waiver. The consent by Landlord to any Transfer shall not relieve Tenant. or any Person clairiling through or under Tenant, of the obligation to obtain the consent of landlord. pursuant to Ihis Article 11, to any further franslbr. Following any Transfer, Landlord may collect Reef from the Tran sfc= without waiving any rights hereunder, and collection of"Ill e Rol iI from a Person other than 'fenanr shall not be 801 W Chair Center Dr —City nfSanta Ann Lease .I I- deemed a waiver of any of Load in rdIs rights under this Article 1 I, an acceptance of any Transferee as a tenant of Load lord, or a release of Tenant from the performance afTenani's obligations under this Lease. ARTICLE 12 -SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS. 12,1 Subordination kind Attornment. 12.1.1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security Instruments which now or hereafter constitute a lien upon or affact the Project, the Building or the Premises and the rights and interests of the Holders of such Security Instruments. Such subordination shall be effective without the necessity of the execution by 'tenant of any additional document for the purpose of evidencing or effecting such subordination, In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Instruments to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attom to and become the Tenant of the successor In interest to Landlord at the option Of Such successor in interest. Furthermore, Tenant shall within rive (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 subordinntieo of deed of trust, in the form required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall anon to and recognize as Tenant's landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or fbreclosure of any Security Instrument, and Tenant shall, within five (5) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the incontinent described in this Section 12.1.1. 12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereof) require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost or expense to Tenant, or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and In such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days following Landlord's request therefor. 12.2 Estoppel Certificates, Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification fins been requested by Landlord or any current or prospective purchaser or current or prospective Holder of any Security Instrument, Including, without limitation, that: (a) this Lease is unmodified and in full force and effect (or setting Forth any modifications that have occurred), (b) the dates to which the Base Rent and other forms of Rent payable hereunder have been paid, (a) whether or not Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts for which certification is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being provided. The form of the statement attached hereto as Exhibit "I" is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord shall have the right to Lisa other forms fear such purpose, Tenant's failure to execute and deliver such statement within such time shall be conclusive upon Tenant tint this Lease is in full force and effect without modification except as maybe represented by Landlord in any such certificate prepared by landlord and delivered to Tetanal. Ally 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. 12.3 Mancol Statennents. At any Ifi» e during the Tertii, en6-r ld aft, Flami Oo (5) 6Usiness days' prior notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for each of Tenant and the Guarantor (if tiny). Such statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall be audited by an independent certified public accountant. ARTICLE 13—CASUALTY; TAKING 13.1 Casualty 13.Lt Repair of the Premises. Teumu shall promptly notify fandlord in writing (a "Damage Notice") of any casualty event, damage or condition to which this Section 13.1 is or may be applicable (a "Casualty"), Landlord shall, within a reasonable time after the discovery by Landlord of any damage resulting from Lilly Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, tad 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 (file "Restoration") to substantially the same condition as it existed before such Casualty, escepL for modifications required by applicable Laws or covenants, conditions and restrictions, and modifications deenned desirable by Lntidlo'd1 provided, however, that Landlord shall not be required to repair or replace any orthc Leasehold Improvements ur any of Tenunt's Personal Property (all ofwhich 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 o1'any Casualty, or the Restoration, regardless ot'the cause therefor. Base Real, and Additional Rent payable antler Sections 4.2 and 4_,_3, shall abate Wand to the extent Tenant causes to occupy it material portion ol'thc Premises that was damaged by it Casualty and rendered unfit for occupancy (forthe Permitted Use) as a result thereof. for the period of time commencing on [lie date Tenant vacates such damaged portion of the Premises tad amtiuuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement shall be limited to the proceeds of rental interruption insurance proceeds with respect to the Premises and such Casualty collected by Landlord. 13.1.2 Excmtiuns to Landlord's Obliaminrts. Notwithstanding anything to the contrary contained in this Section 13.1, Landlord shall have no obligation to repab, the Premises mud shall have the right to terminate this Lease In tiny case Micro: (a) any portion of the Premises or any material portion of the Project is damaged and (b) toy of the fclluwing conditions exist: (i) Landlord estimates in good failh that the Restoration cannot reasonably be completed (without the payinenl ofovertime) within one hundred eighty (180) days of Landlord's discovery of the 01 11 Ovic Carver llr—Cirp qfSanta,tna Lease - I2- Casunity Damage, (ii) the Holder of any Security Instrument requires any insurance proceeds with respect to such Casualty Damage to be applied to the on Island 1ag balance of (he obligation securad by such Security Instrument, (Iii) the cost of the Restoration is not fully covered by insurance proceeds nvailnble to Landlord and/or payments received by Landlord from tenants, IN) Tenant shall be entitled to an abatement of Rent under this Section 13 1 for a period or time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the lost eighteen (18) months or i.hc Term (disregarding Extension Terms, rany). Such right of termination shall be exercisable by Landlord by delivery of written notice to Tenant tit any time following the Casualty until sixty (60) days following the later of (A) delivery of the Damagc Notice or (B) Landlord's discovery cr determination army of the events described in clauses (i) through (v) cribs preceding sentence, and shall be effective upon delivery of such notice of termination (or if Tenant has not vacated the Premises, thirty (30) days thereafter). 13.1.3 \Vaiver. Landlord and Tenant agree that die provisions of this Section 13.1 and (lie 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 any portion of the Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, as amended IYon time to time). 13.2 Taking. Ifthe 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 "'faking"), 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 Remises as shall, in die 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) die Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises so taken. Except as expressly provided otherwise in this Section 13.2, the entire award for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently pursue n separate toward for the loss air, 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 die condemning authority). No Taking of any portion of the Premises, the Building or the Protect (or any portion thereol) for a period of less than two hundred seventy (270) days (a "Temporary Taking") shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such Temporary Taking shall belong to Tenant, but only to the extent that the award applies to oily time period during the Term of this Lease. Tills Section 13.2 simll be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby wtdves the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import. ARTICLE 14 — INDEMNIFICATION AND INSURANCE 14.1 Waiver of Liability and Indemnification. Except to the extent expressly provided to the contraryherein, Tenant hereby waives all claims and causes of action against Landlord and all or the other Landlord Parties for any damage to persons or property (including, without limitation, loss ol'profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without Ilndlatlon Inc, explosion, Falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations at- disturbance, water, rain or snow or leaks fioni any part die Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or from any other place Or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and hold harmless Landlord laid 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 emissions of Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and wry third party; provided that Tenant shall not lie required to so indcnni fy, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence Or wlII All misconduct or Landlord, its agents or employees. 14.2 Insurance. At all times during the Tenn of this Lease, Tenant shall: (a) procure slid maintain, at its sole expense, the insurance policies described in Exhibit IV , attached hereto and (b) otherwise comply with each and all of the obligations and requiren sits set forth in Exhibit "G". Landlord ninkes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit "G" is adequate to protect Tenant against Tenant's undertakings under the terms of this Lease or otherwise, and if Tenant believes that such insurance coverage required under this Lease is insufficient, at its own expense, Tenant shall provide such addiliotil insurance as Tenant deems adequate. 1,1.3 1\hiive• ol'Subro ration. Notwithstanding any provision ol'tnis Article 14 to the contrary, Landlord and Tenant intend tint their respective property damage loss risks shall be borne by their respective insurance carders to the extent Of the property dsmagc insurance that each of Landlord and Tcnant are required to carry under Exhibit "G", and except as expressly provided othetvvise in this Lease, in the event of a property loss. cash of Landlord and 'tenant hereby agree to look solely to, and seek recovery only from, their respective property damage insurance carriers to the extent that such property loss is of a type that is covered by the property damage insurance it k required to curry under Exhibit "G", As long as such waivers of subrogation arc reasonably available, each of the parties hereto hereby wolves all of its rights and claims against each of the other parties hereto Ibr such losses. and provided such waiver of subrogation shall not nflect the right Of such party as the insured under its property damage policy (or policies) to recover thereunder, waives kill of the rights or subrogation or its property damage insurers. The parties hereto further agree Ihut, so long as no material additional premium is charged therefore, their respective property insurance policies ore now, or shall be, endorsed sushi that ate foregoing waiver of subrogation shall not affect the right of the insured to lVGOver thereunder. ARTICLE 15—EVENTS OF DEFALJur AND RPM EDIES 15,1 h,yruns of Default tiv T'enont. The Octal trace of any of the rellowing shall constitute it material deliull and breach of this L.case by Tenant (an "Ever, of 1)Cfit u It-): M I W'Ch k Cewer Gr- Cin' otfsan(a Aar Leave .13. 15.1,1 Any failure by Tenant to pay any RenI or any other charge required to be paid under this Lease, or any part thereof (or to perform any of its obi igalions under Atticle 6 above), 1f such failure continues for three (3) days rot lowing Lou ill ord's delivery of written notice thereof. 15.1.2 The abandonment of die Premises by Tenant, or the vacation of the Premises by Tenmht for a period of ten (10) consecutive days (with or without the payment of Reno, or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the Commencement Date (it being agreed that the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned the Premises). 15.1.3 Any failure by Tenant to execute and deliver any statement or document described in Article 12 requested by Landlord within the time periods specified therein, If suck failure continues for three (3) days after Landlord's delivery ol'wrilten notice thereof. 15.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.1.1, 15_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 this Lease, In which case such different time period shall apply) after Lnndlord'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 define t 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 bankomptcy or other insolvency proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or any general Turner 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 properly of Tenant or any general partner of Tenant, (e) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, 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 gum'antor or'renant's obligations hereunder under any guaranty of this Lease, tie attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Section 15.1 (as if this Section 15, 1.8 refereed to such guarantor in place of Tenant). 15.1.9 Any default that continues beyond the applicable notice and cure period by Tenant or any Affiliate of Tenant under any lease (other than this Lease) between: (a) Landlord or any Affiliate of Landlord and (b) Tenant or any Affiliate of Tenant. All of the notices described in this Section 15A 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 low now or hereafter in ell'ect requiring that notice of default be given prior to the commencement of ah unlawful detainer or other legal proceeding. 15.2 Remedles. Upon the occurrence crony Event of Default by Tenant, in addition to any other remedies available to Landlord at law m' In equity, without any further notice 016 demand whatsoever Landlord shall have the option to pursue any one or more of the remedies described in Section 1 of Exhibit "IT I attached hereto, each and akk ofwhich shall, subject to applicable law, be cumulative and nonexclusive (and all of the other provisions of Section I of Exhibit "H" shall apply to an Event of Default by'femmt hereunder). ARTICLE: 16— LANDL.OItD DEFAULT: l ANDLORDIS LiA131F1 ITl' 16.1 Landlord DenWt, Lund lord's failure to pertbnn or observe any or its obligations under this Lease shall constitute a material deftn4t by Landlord under this Lease (a "Landlord Derault") only if such failure shall continue for a period of thirty 130) days after landlord (and each NotMed Party) receives written notice 0•om Tenant specifying (and describing in reasonable detail) the alleged default (and identifying the applicable Lease provision(s)); provided, however, that i f the nature of the default i5 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) clays following its receipt of Tenant's default notice and thereafter diligently prosecutes the same to completion. Subject to the remaining provisions of this Lense, Following die occurrence orally Landlord Default, `repent shall have the right to pursue nay remedy available under Law forsuch Landlord Default by Lancilo'dl provided, however, that in no case shall Terror have may right to terminate this Lease on account crony such Landlord Default. 10.2 Landlord's Lease L4nlm•rnkinns. Notwithstanding anything to the contrmy contained hi this Lease or any other Lease Documents, it is expressly understood and agreed by and belweeu the parties hereto than. (a) the recourse of Tenant or its successors• or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to: (i) any actual or alleged breach or breaches by or on the pert of Landlord of any of Landlord's Lease Undertakings or (fi) any mutter relating to Tenan('s use or occupancy of the Premises shall be limited to all amount equal io the lesser of: (x) Landlord's equity Interest in the Building and (y) the equity interest Landlord would have in the Building if the Building were encumbered by inclepcndent secured I1inmcing equal to eighty percent (80%) of the value of the Building; (b) Tenant shall have no recourse against any other assets of Landlord or any other Landlord Parties (or their afllcers, directors tar shareholders); (c) except to the extent of Landlord's equity interest in the Building(to the extent provided above), no personal liability or personal responsibility of any sort widh respect to tiny orl..andlord's Lca.se Undertakings or tiny alleged breach thereof is assunhed by, or shall at any tune be mscrtccl or enlbrceable against. 801 IV C'h•fe Cenfnr Dr— Cfh, nJ:Smtlrs: t nu Lear -1 q. Landlord or may of the other Landlord Parties, and (d) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any font of consequential damage as the result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings or in connection with any other matter relating to Tenant's use or occupancy orthe Premises. 16.3 Sale by Landlord. A sale or conveyance by Landlord of the Project or of any portion thereof containing the Premises shall operate to release Landlord f}om any liability with respect to any of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant that are to be performed after (mid/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 perf aramnce of all of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant that are to be performed after (or that first accrue alter) such sale or conveyance (and for satisfaction of all liabilities arising out of the same). This Lease shall not be affected by any such sale, however, and Tenant agrees to attorn to the purchaser or assignee, such adornment to be effective and self -operative without die execution of any further instruments by any of the parties to this Lease, ARTICLE 17-MISCELLANEOUS 17.1 Notices. All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve on the other (or any Holder) shall, except as expressly provided otherwise herein, be in writing and may be served, as ail alternative to personal service, by mailing the same by registered or certified mail, postage prepaid, or by a reputable overnight carrier service, which provides evidence of delivery, addressed to the Landlord at the address for Landlord set forth in Item 11.2 of the Basic lease Previsions and to Tenant at the address for Tenant set forth in Item 11.1 of die 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 train time to time designate written notice to the other. Any such notice, request or demand shall be deemed to have been served at the lime the same was posted. 17.2 Brokers. The parties recognize as the broker(s) who procured this Lease, the finn(s) specified in Item of the Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall have no responsibility therefor unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt with any other person or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall be solely responsible for the payment orally fee due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims relating thereto. 17.3 Ri¢hts Reserved by Landlord. 17.3,1 Entry by Landlord. Landlord may enter the Premises at all reasonable times to: (a) inspect the same; (b) exhibit the same to prospective purchasers, lenders or tenants; (c) determine whether Tenant is complying with all of its obligations under this Lease; (d) supply janitorial and other services to be provided by Landlord to Tenant under t is Lease; (e) post notices of non -responsibility; (a) exercise any of Landlord's rights or perform any of Laldlo l's obligations under this Lease; (t) make repairs or improvements in or to the Project or the Premises (provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause its little interference to Tenant as reasonably possible) or (g) for any other reasonable purpose. ]'client hereby wnives any claim for damages for any injury or inconvenience to, or interference with, Tenant's business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord shall at all litres have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by say 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 airy part of the Remises. Such entry by Landlord shall not act as a termhunion of Tenant's duties under this Lease. If Landlord shall be required to obtain entry by means other then a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord. 17.3,2 Right to Leasr Proieet or Building Name and Sierunie. Landlord reserves the absolute right to: (a) lease space in Elie Project and to create such other tenancies in die Project as Landlmxi, in its sole business judgmer% shall determine is in the best Interests of the Project; (b) to change the name or street address of Elie Building and/or the Project; and (c) to install, affix and maintain any mud all signs on Elie 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 mmnber ootenants occupying any space in the Building or the Project during die Tenn of this Lease. Tenant shall not, without the prior written consent of Landlord, use the none of the Building and/or the Project, or any pictures or Illustrations of the Building auVor Elie Project, in Tenant's advertising or in any other publicity, and to the extent that Landlord grants such consent, shall refer to the Building and/or the Project by the name designated by Landlord. 17.3.3 The Other Improvements. If potions of the Project or property adjacent to the Project (collectively, the "Other Improvements") are owned by an entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter into an agreement with the owner or owners of any or all ol'the Other Improvements to provide; (a) for reciprocal rights of access anti/or use of the Project and the Other Improvements; (b) for [lie common mnnngemelit, operation, maintenance, improvement and/or repair of all or any portion orthe Project and the Other Improvements; (o) for the allocation of it portion orthe Operating Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project; anti (d) for the use or improvement orthe Other Improvements and/or the Project in connection with tine. improvement, consavctlol, and/or cxmwation or line Odic, Improvements and/or the Project. Nothing contained herein shall be deemed or consuved to limit or otherwise affect I andlord's right to convey ail o- any portion of the Project o• any other of Landlord's rights described in this Lease 17.3.4 Ream ation of the Pro'ect and Other im rmemenrs/Construction orleiv Improvements. Tenant acknowledges that portions of the Project and/or the Other Improvements may he under construction Ibllotving Tennanl's occupancy orthe Premises, and that such construction may result in levels of noise dust, obstruction of access. cue. which are in excess of that present in a filly constructed project. Tenant neknowledges and agrees that Landlord may alter. remodel, improveand/or renovate (collectively, Elie "(:o list ru etion NVOrk") the Building. Premises, and/or the Project (including, without limitation, by constructing new improvements in Conunon Areas). and in connection with any Construction Work, Landlord rally. among other things, erect scalTolding or Other necessary structures in the Building, or elsewhere in or at the 801 O'Cinie CenMr Or—C'7a' OfSnum,nnn Leare -Li Project, restrict access to portions of the Project, including portions or the Common Areas, or perform work in the Building and/or the Project. Tenant hereby agrees that such Construction Work and Landlord's actions In connection with such Construction Work shall in no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibi lily or liability to Tenant for any injury to or interference with Tenant's business arising from any such Construction Work, and Tenant shnll 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 C011ah'tletlom Work or Landlord's actions in connection therewith. 17.3.5 Other Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession orthe Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate end/or approve prior to installation, all types of signs,.window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article 10 the design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for substantially the same purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or the Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (c) to change the arrangement of entrances, doors, corridors, elevators and/or staits in the Building and/or the Project, provided no such change shall materially adversely affect access to the Premises; (d) to grunt 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 tie placement of vending or dispensing machines of any kind in or about the Premises other than for use by Tenant's employees; (f) to prohibit Lite 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 oil 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; (11) subject to Tenant's rights or access under Section 2,IJ to close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules and regulations as Landlord prescribes for security purposes; (i) to install, operate and maintain surveillance systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Project; (1) 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 of operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for amuse, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, Including rights of control, attributed hereby to the Landlord to such parking operator, and (a) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary controls promulgated by any governmental or quasi 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 the provision of any other utility or service and/or (if) the reduction and/or management orb aftic, hansportation 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 fit any manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord Ise vunden IT5 Force Maienre. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of Landlord, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by tire, earthquake, civil commotion, or failure or disruption of utility services (a "Force Majcure Event"). The amount of' time for Landlord to perfinnr any of Landlord's obligations shall be extended by title amount of time Landlord is delayed in performing such obligation by reason or any such Force Mcjeure Event whether similar to or different from the foregoing types of occurrences. 17.6 Attorneys' Fees: Covernine Law; No Counterclaim: Choice of Laws; Waiver of Jury Trial. 17.6.1 Attorneys' Pees. Ifeither Landlord or Tenant shall conscience any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing pansy, In addition to any other relief, its actual allonteys' fees in-espoctivc of whether or not the action or other proceeding is prosecuted to judgment and fntes-pective or Any court schedule of reasonable nttolnovs' fees. In addition, Tenant shall rehobnrse Landlord, upon demand, for all reasonable attorneys' lees incurred in Collecting Rent of otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease. 17.6.2 Coverning Law. This Lease shall be governed by, and conunared in accordance with, the laws of the stale of California (without regard to its eonlliel OF IEMS principles). 17.6.3 Choice of Jurisdiction. Tenant hereby submits to local jurisdiction in the state of California and agrees that any action by Tenant ngalust Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tentmt for any action brought by landlord against'I"cmml in tte State orCalit`oinia, 17.6; I Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT FAC'h1 EXPRESSLY WAIVE TI IEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL I IELD AS A RESULT OF A CLAIM ARISING OUT 01:OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARP: ADVERSE PARTIES. fill:': PILING 017 A CROSS, COMPLAINT BY ONE AGAINST'I'IIE OTHER IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE" 17.7 OFAC Compliance. 'Tenant represents, wxurants and covenants to I.,andlord; (a) that neither the'renant nor any person areal that directly owns a 10%or greater equity interest in it nor any of its officers. directors or managing members is a person or cable with wham U.S. 8011V C7a44, C'ewee Dr—Ch0, g1'Sma1a Auu Leave -16- persons or entities are restricted from doing business under OPAC regulations (including []lose named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitati)n, Executive Order 13224, or other governmental action, (b) that Tenant's activities do not violate the Money Laundering Act, and (c) [hat throughout the tern of this Lease the Tenant shall comply with Executive Order 13224 and with the Money Laundering Act. 17.8 State Specific Requirements 17.8,1 Calilornia Civil Code Section 1938. As of the dale of this Lease, the Premises, Building and Project have not been inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards 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 ar tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by fie lessee or tenant, The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the Premises. 17.8.2 California Public Resources Code Section 25402.10. Pursuant to California Public Resources Code Section 25402.10 and the regulations adopted thereunder (together with any hdure 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 Ole amount of electrical power consumed at the Project ("Electrical Energy Use Disclosures"), mid (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain information regarding Tenant's consumption of electrical power in the Premises (if and to the extent that delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor: (i) copies of (or access to) bills or other records reflecting the delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name and/or (ii) other information (such as without limitation, the number of employees regularly working at the Premises (or any applicable portion thereof), the types of equipment regularly used at the Premises (or any applicable portion thereat) and/or the regular operating hours at the Premises (or any applicable portion thereof)) that is reasonably required for Landlord to estimate the amount of electrical power consumed at the Premises. 17.9 Fail* Employment Practices/Non-Discrimination. Landlord agrees" subject to applicable laws, rules and regulations, that no person shall be subject to discrimination in the performance of this Lease on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, AIDS, HIV status, age, disability, handicap or veteran status. Landlord shall take affirmative action to ensure (list applicants are employed and that employees are treated during employment without respect to any of these bases, including but not limited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, tennination, rates of pay orother forms ofec mpensation, and selection for training, including apprenticeship. 17J 0 Interpretation, Tenant acknowledges that it bus 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 or its terms slid die intent of the parties. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. All terms and words used in this Lease, regunlless of the number or gender in which they ore used, shall be deemed to include the appropriate number and gender, as the contest may require, Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on oily other provision of this Lease. Time is of the essence of this Lease and the performance of all obligations hereunder. In Lire event any provision of this Lease is found to be unenforceable. the remainder of this Lease shall not be affected, and any provision found to be invalid shall he enforceable to the extent permitted by law. The parties agree that if two different interpretations may be given to any provision hereunder, one of which will render lie provision unenforceable, and one of which will render [he provision enforceable, the interpretation rendering the provision enforceable shall be adopted. 17.11 No Partnership or Joint Venture; No 'Third Por[y Benelicinries. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, orjolnt venture. or any other rclatonship 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 pities shall have any rights hereunder as against Landlord. For die avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties are intended third petty beneficiaries oficid shall have the right to enforce Sections 14.1,11,1 Its and IG.2 above 17,12 Entire Agreement; Amendment Successors: Survival of Obligations, This Lcase contains all of the agreements and understandings relating to the leasing of the Promises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not made. and Tenant is not relying upon. any warranties, or representations, promisos or statements mode by Landlord or any agent of Landlord, except those expressly set furl] herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant still alone expresses the agreement of the parties, This L.ensc shall not be amended, changed or modi tied in any wny unless in writing executed by Landlord and 'Fenian. Landlord shall not have waived or released any of its rights 11CI'ennder unless in writing and executed by the Landlord. Except as expressly provided herein, dais Louse and the obligations of Landlord and Termnl contained herein shall bind or inure to the benefit of Landlard and Tenant and their respective successors and assigns, provided this clause shall not permit ran 'I roaster by tenant contrary to the provisions ol'Arlicle I I . Any obligations of Tenant accruing prior to the expiralion of this 1„ease shall survive the lermioation of this Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has expired. 17,13 Prohibition Against Recordins. Neither this Lease nor nary memorandum. affidavit or other writing with respect thereto shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant. 301 If Chic Colter Dr— Cin, gfSrwta AraLeave -17. 17.14 Con ridentiality. Tenant agrees that (a) the terms and provisions of this Lease are subject to the terms of the California Public Records Act and Freedom of Information Act 17.15 No Offer to Lease, The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lease the Premises, This Lease shall have no force and effect until: (a) it is executed and delivered by Tenant to Landlord, (b) it is fully reviewed and executed by Landlord and (c) all conditions to the effectiveness of this Lease are satisfied (or waived by the applicable party); provided, however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration ol'the time and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the terms and conditions set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date of delivery). 17.16 Authority. If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of the persons executing this Lease on behalfofTenant does hereby covenant and wan•ant that Tenant is a duly authorized and existing entity, that Tenant tins and is qualified to do business in the state of California. that Tenant has full right and authority to enter into this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confining the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so. 17.17 Counterparts• Facsimile Execution, This Lease may be executed In counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document, Each of the parties hereto agree that the delivery of an executed copy or counterpart of ibis Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an origin at executed copy or counterpart of this Lease had been delivered. /Signnnaes Appear air Next Page/ 801 WOvie Center Dr -City otrSanta Aun Lence - is- 1N WITNESS W I I L' RLO F.. th is Lensc: is`hereby executed as ol'the tilleelive..Date.. LANDLORD: JOAN'1`i. C FSAN"1'ANA, LIX, 'PIW C1TV OF SANTA ANA,. a Delawarel9tp llia6il7a r+,,nnyt, a Municipalcm7}pration. Nance; Andrew Osborne. Titicr. Authorized Sicgn? e;y Effective Vote: .2011 Ngthq Cyliada J Kurt2 1'Iti`es; 19erii :t' NLW itii�: X CS'r: By:. nG. Name: Merist Fluizar "fide: Clerk of the Council. APPROVED AS TO FORM: Sonia R. Carvaltio, City Attorney Liyie Lisa Stogivk,. Asst; City Attorney RECOMMEND APPROVAL: , 7 R.bcit M. 7urSc de, InleriUti Eaccutivc Director' Community Development Agency NO/IIVC"iiir C'PrricrOr. C"lj J:Sngrn:Inn Lnns< -19- C a F N EXHIBIT B NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suite 200 Santa Ana, CA 92701 Attn: Deborah Sanchez A-2017-264-02 Re: Office Lease dated October 7, 2017 (the "Lease") between CF SANTANA, LLC, a Delaware loaned liability company ("Landlord"), and the City of Santa Ants, a charter city and municipal corporation ("Tenant") concerning Suite 200 on Poor 2 of the office building located at 901 West Civic Center, Santa Ana, California. Deborah Sanchez: In accordattae with the Lease, we wish to advise you and/or confirm as follows: 1, The Premises are substantially completed, and the Term shall commence on or has commenced on June 1.1, 2018 for a term of sixty (60) months ending on Jun 30, 2023, 2, Base Rent commenced to accrue on .Jute 11, 2018 in the amount of $,12,506.20 per month and as more particularly setfortlr in train 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 it pro rate adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4, Your rent checks should be made payable to CF SANPANA, LLC, 2101 Roscerans Avenue, Suite 3270, El Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. 5. The Premise contains 19,321 RSF. 6. Tenant's Proportionate Share is 15,561%. LANDLORD: CT Santana, LLC, a-Deiasc�'lltiiif"PiiilTiiiiS`tompautry� Name: A—njMW 0Zb0rne— Title: Authorized Signatory TENANT: THE CITY Or SANTA ANA, a Municipal corporation r By,—q — Print Name: Raul 6odinez i Title: C'Ry Manager z:). A7VED AS TO FORM Marta D a D. Huizar 0 Clerk. of the Council City Attorney EXHIBIT "C" WORK LETTER THIS WORK LETTER (phis "Work Letter") is attached as E Inn it C to that certain Office Lease (the "Lease") by and between CF SANTANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant"). This Work Lettersets forth the terms, covenants and conditions relating to the construction and installation of the Tenant Improvements in the initial Premises. All capitalized terms used heroin not otherwise defined herein shall hove the meanings attributed to such terms 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 the Construction Drawings (defined below) for the Premises based upon the Final Space Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Final Space Plan; Space Plan nine Allowance. A copy ofthe final space plan (and pricing plan) total] 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 l0 SZ898.15 (i.e., $0.15 per RSF in die 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 die Architect and the fahgineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architecture] and (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements In a form which is sufficiently complete to allow all subcontractors to bid on the work shown therein and to obtain all applicable Permits lhcrefo•, if any (defined below) (collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days after Tenant receives tlic Final Working Drawings, either: (a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and relum die same to Landlord showing revisions inquired to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5) business clays after its receipt of the Final Working Drawings that it approves or disapproves the same, Tenant shall be deemed to have approved the Final Working Drawings. A "Design Problem" means and shall exist only if the Final Working Drawings are not consistent with the Final Space Plant If Tenant disapproves 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 the foregoing procedure to be repeated until the Final Working Drawings for the Premises are ultimately approved (m deemed approved) by Tenant (as so approved, die "Approved Working Drawings"). The Approved Working Drawings, ns modified by any Changes (defined below) approved by Landlord, and all parts or components thereof are sometimes referred to herein as the "Construction Drawings". 1.4 Changes in the Final Space Plan mid Approved Working D awines. No Changes (defined below) may be made by Tenant without the prior written consent of Landlord (in accordance with Section 1.5.1 below); provided, however, that Landlord may withhold its consent in its sole and absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial Completion (defined below). Tenant acknowledges and agrees that Tenant shall bear the cost of any Changes that are requested by Tenant. "Changes" meals, collectively: (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in tie 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 or the Construction Drawings or the Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good faith ]real time to time. Landlord has established (or may establish in the Future) Building Standards For the components to be used in the consuvetion critic Temut Improvements in file Premises ("Building Standards"), The quality of all Tenant Improvements shall be equal to car of greater quality than the quality specifications of the Building Standards; provided, however that Landlord may: at Landlord's option, require the Tenant Improvements to comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the Building Stindanls from time to time. I.S 2 Ltindlord's review of any matters (including, without limitation, any requested Changes), as set Imrdh in this Work Letter, shall be solely for the propose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the same, or obligate Landlord to review the sane. Ibr quality, design, Code compliance or other like matters, for the benefit of Tenant or any other Italy, and Landlord shill apt he responsible nix any omissions or errors contained in any such items. SUCTION 2 COST OF THE TENANT IMPROVEM ENTS 2.1 Allocation ofCiists� Allowance Annount;'repant Imilrovement Costs. 2.1.1 Subject to the provisions of this Work Letter. Landlord hereby grants Tenant liar the Tenant Impiwenient Costs (delined below) an amount (the "Allowance Amount") equal to $772,840./10 (i.e., $40.00 per RSF in the Initial Neimiscs). ']cunt shall bear all 101 N'Cirfe Cenl¢r Dr— CIO- vj Spam ilia Lean I Exhibit Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction of the Tenant Improvements) in excess of the Ailewencc Amount ("Excess'fenant Improvement Costs") in accordance with the provisions of this Work Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to incur any obligation to make any payment or disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount. In any event, at all limes Tenant shall pay and saisty in full on a timely basis all obligations I'or payment incurred by Tenant in connection with the design and construction of the Tenant Improvements. "Landlord's Architect' means the qualified licensed architect designated by Landlord from time to time as Landlord's Architect, 2, 1,2 "Tenant Improvement Costs" means the following: (i) due lees of the Architect and the Engineers in excess of the Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision heel') in an amount equal to three percent (3%) of the total Tenant Improvement Costs (excluding the Supervision Fee); (III) all tees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or modifications in or to the Common Areas or Base Building when such Changes are required in connection with the Tenant Improvements (which shall include, without limitation, any modifications or alterations to the path of travel from/to public transportation and public rights -of -way, parking and restroom-areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) const action of the Tenant Improvements (without regard to the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection costs, trash removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) the cost of cable and other telecommunications lines installed as pat of the Tenant Improvements, but specifically excluding any costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vIN) plan check, permit fees, license fees, Title 24 fees and use taxes; and (ix) the cost of installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor wells and materials to be installed mt the second Flom• relating to the drywall and any finishes and hardware on the Premises side of such walls as designated by Landlord. 22 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 perfomiance of the Tenant Improvements, Landlord In good Faith determines that the Excess Tenant Improvement Costs to be Incurred in connection with performance of the Tenant Improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section 2_2 then not later than three (3) business days following Landlord's written request diereFare, Tenant shall pay to Landlord in cash the amount of such excess. Any fidlu e 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 Contactor (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 shall be deemed Tenant Delays (mid shall not, in any case, constitute Landlord Delays) aid (a) Landlord shall not be liable to Tenant I'or any additional costs, lost profits, lost economic opportunities or any fain of consequential damage which may result from shy such discontinuance by Landlord under this Section 2,2. 2.3 Disbursement; Reconciliation of Costs. Landlord shall have the right to disburse the Allowance Amount together with all Deposits previously made by Tenant (collectively, the "Tenant Credit Anmunt') for such Tenant Improvement Costs and in such order as Landlord shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (the'°I'I Cost Reconciliation") the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount, 23,1 If the TI Cost Reconciliation indicates that the total Tenant Improvement Costs- incurred or disbursed by Landlord hereunder exceed the Tenant Credit Anmunl, Tenant shall pay in cash to Landlord, the amount of the excess within three (3) business clays of Landlord's written request therefor, 2.3.2 If the TI Cost Reconciliation indicates that the Tenant Credit Amount exceeds the total Tenant Improvement Casts incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at Landlord's election, credit against Tenant's obligatiuns to pay Rent next coming due) the anhouut of such excess Deposits to Tenant, and (b) to the extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred a' disbursed by Landlord hereunder (any such excess the "Unapplied Allowance Amount"). then Tenant shall have the right, exercisable on or before the first (I") annivesnry of die 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 Oar (a)'1'enaut Improvement Costs paid directly by Tenant; (li) disbursement of up to /�93yZ10,00 (i.e., $10.00 per RSF in the Initial Premises) f tom the Unapplied Allowance Amount for FF&E Costs (defined below) incurred by Tenant; and/or (if) disbursement of up to $96,60540 (i.e., $5,00 per RSF in Lae Initial Premises) from the Unapplied Allowance Amount lbr Cabling & Moving Costs (defined below) incurred by Tenant; provided thal, liar the avoidance of doubt, Landlord shall have no obligation under this Section 23.2 or otherwise to: (A) disburse any amount in excess of the Unapplied Allowance Amount, (B) disburse more than the anounl specified In douse (H) above I'm, FF&E Costs. (C) disburse more than the amount specified In clause (III) above for Cabling and Moving Costs, (D) disburse any finds from the Unapplied Allowance Anetinl for which Tenant first requests disbursement on or alter the fast anniversary or the Commencement Date. "FF&0. Costs" means costs incurred by'fenant fix liuniwre, fixtures and equipment and cabling fir lie Premises. and "Cabling & Moving Costs" menus costs incurred by Tenant -or cabling installed in the Premises and or for Tenant's move into the Promises. 2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions of this Lease). if the Allowance Amnail( exceeds (he bull Tenant hnprovetneut Costs incurred or disbursed by landlord hereunder plus any amounts dishursed to Tenant muter Suction 2.3,2 above, 'Tenant shall not he entitled to tiny credit against or abatement of Rent. S0I 11' Cinir Center Ur —City oJ'Sannr,�f err Lease 2 Eslhlbl( C SECTION 3 CONSTRUCTION; DELIVERY OF PREMISES• SUBSTANTIAL COMPLETION; PUNCH LIST ITEMS 3.1 Permits. Landlord will cause Landlord's Architect and the Bngbmeers to submit the Approved Working Drawings to the appropriate governmental entities and otherwise apply for all applicable building and other permits and approvals (collectively, "Permits") (if any) necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the Tenant Improvements. Neither Landlord nor any Landlord Party shall have city obligation of liability to Tannin if ally Peh»it (including, without limitation, any building permit, certificate ofoccupancy, or equivalent) is not timely orotherwlse issued. 3.2 Landlord's Selection and Retention of the Contractor. 3.23 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 llnprovements such as fire/life safety, HVAC, structural and electrical work. 3,2.2 Landlord reserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the Contractor for nonperformance (as determined in good faith by Landlord) and fn 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, oh account of any nonperformance or any misconduct of any Contractor (or any subcontractor thereof) for any reason, 3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2, the following shall apply: (a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 at seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. (b) Landlord shall require the Contractor to furnish all subcamractors/employees a copy of the Department of Industrial Relations prevailing wage rates which Lessor will post at the job site, For further information oil prevailing wage: httn:/Iwww.dircaeov/dlsr/statistics research.hwil (c) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) the payroll record keeping and availability requirement of § 1776 of the Labor Code. (d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessor/conu•ocuir to) make travel tad subsistence payments to workers needed for perl'unmulce of work in accordance with the Labor Code. (e) Prior to commencement of work, Landlord shall require the Contractor to contact the Division of Apprenticeship Standards and comply with § 1777.5, §1777.6, and §1777.7 ofthe Labor Code and Applicable Regulations, 3.3 Delivery of Premises: Substantial Cumulation Punch List Items. 3,3.1 Delivery of Premises. Landlord shall deliver the Premises to 'fenant upon Substantial Completion of the Tenant Improvencrum Subjeet to Landlord's obligations under this Work Letter (including Landlord's obligations to perform (or cause to be performed) the Landlord's Work and to construct (o cause to be constructed) the Tenant Improvements in accordance with the Construction Drawings) and to all of iaadlord's other express obligations under the Lease (including, under Section 9.1 of the Lease), Landlord shall have no duty or obligation to improve, or pay for any improvement for, the Preniscs or any portion thereof and "fenant shall accept the same in its Tenant shall accept the Prcnnises in its,then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS". 3.3.2 Substantial Completion. For purposes of tills Lease, "Substantial Completion" shall occur upon (and the premises shall be "Subs(aniitdly Complete" upon) the substantial completion ofconshuction 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 tie exception of any Punch List hems (defined below) and any tenant fixtures. work -stations, built-in furniture, orequipment to be installed by Tenant or under the supervision of Contractor. 3.3.3 Parch List Items,. After the Substantial Completion by Landlord of the T(niaat hmprovennents. representatives of 1,1111dlord, Tennnt and the Contractor shut[ completely Inspect [lie Promises and complete a list (die "Punch List") of all Punch List Items (dclined below), Authorized representatives of tandlord-'fenant nml the Contractor shut[ execute said Punch List to indicae their approval thereof. Landlord shall cause the Contractor to complete all Punch List Items described oil the Punch List as soon as reasonably possible following the uppra-al ol'such Punch List, As used herein, "Punch List Items' means all items of construction which entail one or inure details of construction. decoration. mechanical adjustment at installation that CIO not materially and adversely affect the use and occupancy of any partial) critic Prenises liar the normal conduct of Tenant's business, 801 tv Civic Center Dr. -Cho• ofS'nnar.tna Cruse 3 L".chiha C 3.3.4 Assienment of Warranties, Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against Landlord rehiring to, or arising out of the construction of, the Tenant Improvements. SECTION 4 TIME: DELAYS 4.1 Time. 4.1.1 Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall mean and rater to calendar days. In all instances where Tenant Is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding lime period shall commence, Except where specific time periods are specified herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or Submission in question, taking into consideration all of the circumstances reasonably related to the amount 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 best, good faith, efforts and all due diligence to cooperate with Landlord, Landlo l'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 some. 4.2 Delays. 4.2.1 Tenant Delays, A 'Tenant Delay" means any delay as a direct, indircet, 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 matte requiring Tenant's approval hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (a) any Changes requested by Tenant; (d) any requirement of Tenant for materials, components, finishes or improvements which are not available within a commercially reasonable period, or which are different ficnl, 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 Worsting Drawings (or any Changes); (I) 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 Delava. A "Landlord Delay" means on actual delay as a result of any of the following: (a) Landlord's failure (for any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter requiring Landlord's approval under this Work Letter within the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or crony of Landlord's employees, contractors or agents (except IS otherwise allowed under this Work Letter) with 'tenant's performance of any of its obligations under this Work Letter; or (a) any other Indure by Landlord, which pursuant to the temps orthis Work Letter is deemed a Landlord Delay. Notwithstanding any provision of this Work Letter to the contrary, in the event that Tenant claims [hat it has suffered a Landlord Delay, Tenant shall, as a condition of the effectiveness of [he claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notl'y Landlord in writing of the existence of the claimed Landlord Delay and the probable estimated duration of such claimed Landlord Delay. 4.2.3 ♦_crcc 1LMaleure Delays. A "Force Majem•e Delay" means any; (a) actual delay attributable to any strike, lockout or Other labor or industrial disturbance (whedner or not on the part of the employees of either party hereto) other than any such disturbance caused by or related to any default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or contractors (if' claimed by L.nndlord), (b) actual delay caused by any civil disturbance, act of 111e public enemy, war, terrorism, riot, sabotage, blockade, or embargo, (e) 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 (i f claimed by 'I court) mr gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (e) any delay due to any other similar cause beyond fie reasonable control of [he 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 "I'mants Agents). Notwithstanding any provision of this Work Letter to the contrary, in die event (lint arty forty claims Unit it lilts suffered a Force Majeure Delay, such party shall, as a condition of dhc effectiveness of such Forme Majeure Delav, within Uhree (3) days of discovery of the source of such delay, notify the other party hereto in writing of the existence ol'such Force Majeure Delay. the nature or the steps being taken by such party to mininnire such delay and the probable estimated duration of such Force Moictrre Delay. SECTION 5 GENERAL PROVISIONS 5.1 Renrescotativm "Tenant has designated DEBORAH SANC:HEZ. ECONOMIC DEVI:iLOPMEN`ISPECIALIS"IIll as its sale representutive with 'aspect to the mattes set forth in this Work Letter, who, until further notice to i..indlo'll, shall have full authority and responsibility to act of behalruf the 'Tenant as required in this Work Letter. Landlord his designated "red Disclink as its sole representative with respect to the mauo's set /hall In this Work Letter who, until further notice to Tenant. shall have Ihll rmlhorlty aid Iesponsibility to tic( oil beholfof the Landloid as required in this Work Lelter 5.2 Tenant's T.nl Tinto the Yrmnisea Y•'n• o Snhs[•urtial C'nntnl •tsar. Provider) that "return[ and Tenant's Agents do not interfere In any-C.Specl with Contractor's weak (or pefomance of the Tenant Improvements) in the Building and lire Premises, Landlord shall allow "Tenant seasonable access to the Premises at least thirty (30) days prior to the Substantial Completion for the purpose of Tenon installing over 801 Il'Cirie Cenler Dr—City•afSatta Ina Lease 4 Exhibit 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 envy and the particular Tenant's Agents involved, and a copy of any governmental permits slid approvals required in connection therewith. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any Claims resulting in any way from any such envy. 5.3 Tenant's Agents and Construction Matters. Tenant's Architect, the Engineers (if any) and all subcontractors, laborers, nnaterialmen, 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 label, in compliance with the. master labor agreements existing between trade unions and the Southern California Chapter or the Associated General Contractors of America. Subject to the provisions of tills Work Letter, Tenant shall; (a) timely pay in fhll 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 fled by any Tenant's Agent, (c) prior to tiny entry into the Building by Tenant or any Tenant's Agent, evidence, in form satisfactory to Landlord, compliance in full with the insurance requirements set forth in Exhibit "C-2" attached hereto, and (d) indemnify, defend, protect and hold Landlord harmless from any Claims, Damages and Costs asserted against or incurred by Landlord in connection with the Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount arising out of the design or construction of the Tenant Improvements. Tenant shall comply in fail (and shall cause each of its Tenant's Agents to comply In full) with such construction rules and regulations as Landlord shall adopt from time to tine. 5.4 Tenant's Lease Defeat . 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, than: (a) in addition to all other rights and remedies grunted to Landlord pursuant to the Lease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (in which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any increased costs that result from any such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such default is cured pursuant to the tears of the Lease. 801 !V Oide Ceider Dr—Ciry� ofSaato dart l ease 5 Exhibit C F! .1 IZ 17 SCHEDULE "C-2" INURANCE REOUIREMENTS General Cove rnaes. All a]'Tellant's Agents shall carry worker's compensation insurance covering all of their respective employees, and shall also cony public liability insurance, including property damage, till with limits, in form and with companies as are required to be carried by Tenant as set forth in Article I I of the Lease. Snecial Covmrages. The Tenant Improvements shall be insured by Tenant pursuant to Article I I of the Lease immediately upon completion thereof. All ol'Tenant's Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per incident, $2,000,000 in aggregate. primary automobile liability insurance with limits of not less titan $1,000,000 per occurrence, and workers-' compensation as repaired by law, and in fnm and with companies as are required to be carried by Tenant as set forth in Article I I of the Lease. General Terms. Certificates for all insurance can -led pursuant to this Schedule "C-2" shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance, In the event that the Tenant improvements are damaged by any Tenant's Agents during die course of the construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all ufthe foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord, All policies carried under this Schedule "C-2" shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such Insurance shalt provide that it is primary insurance as respects the Landlord and that any other insurance maintained by Landlord is excess and noncontributing wish the insurance required hereunder. The requirements of the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant contained In Otis Work Letter, 801 4V C'inir Learc 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 orthe Site (Cone actoi's Work)). Landlord reserves the right at any lime to change or rescind any one or more ol'these Rules and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord'sjudgment may from time to time be necessary for the nhanagemeuy safety, care and cleanliness of the Premises and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to the nets or omissions of any other tenants or occupants of the Project. landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall he 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 In have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. In the case of any conflict between these Rules and Regulations and the Lease, the Lease shall control. 1, 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 (be outside walls of the Project without Landlord's prior written consent. 3, 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 the exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant desires window curtains, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord. 't. Without Landlord's prior written consent (N its sole and absolute discretion), no sign, advertisement, notice or video shah be exhibited, projected, displayed, painted or affixed by Tenant on any part of the Premises or Project an as to be seen from the outside of, its Premises. In the event of Tenant's violation of the foregoing, Landlord may remove the sane without any liability and may charge the expense incurred in such removal to Tenant. All Building standard signs whether on doors, directory tablets or elsewhere, shall be inscribed, painted or affixed for Tenant by Landlord at the expense of Landlord, and shall he of a size, color and style acceptable to landlord, 5. The bulletin board or directory of the Project will be provided exclusively for the display of the name and location of Tenant only; and Landlord reserves the right to exclude any other names therefrom, and each and every name in addition to the name of Tenant placed upon such bulletin board or directory, shall be subject to Landlord's prior written consent (and if approved by Landlord, all costs therefor shall be paid by tenmits), Any such listings or representations, once installed, shall be subject to relocation or removal upon Lundlord's written request t'or any reason (except that any such relocations or removals at Landlord's request, unless such request is based upon Tenant's breach of the Lease shall be paid I'or by Landlord), and Tenant shall pay for the removal of any such listings or representations upon its departure from its Promises. 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 string wires in, lay linoleum or other floor coverings, in, or in any way clefece any pact of its Premises or the Project. except with Landlord's prior written consent and as Landlord may direct. 8. All keys shall be nbtained from Landlord, No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes- be made in existing locks or the mechanisms thereof. Tenant must, upon the termination of its tenancy, give to Landlord all keys pertaining to the Premises and the Project, and in the event of the loss of any keys so flunishcd. Tenant shall pay Landlord the cost orroplacing sane or changing the lock or locks opened by such lost key(s) if Landlord shall deem it necessary to make such change. No window or other air conditioning or heating units or other similar apparatus shall be installed or used by Tenant without Landlord's prior written consent, 10, The water and wash closets and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed and no sweepings, rubbish, rngs or other substances shall be thrown therein. Tenant agrees to prevent the overflow or release of wous from hathrooms or kitchens. including but not limited to toilets, sinks. kitchen appliances, End other water recepincles. All damages resulting li'onn any misuse 01'111e lixuues by., or overfow or release of water caused by, Tenant or its servants. employees. agents, visitors or licensees- shall be borne by Tenanl. I I. Tenant shall: (a) clean acid dry visible moisture on windows, walls, and other s daces, including personal property as soon ns possible. (b) regularly clean and sanitize kitchens and other surfaces where hooter, moisture condensatimr. and mold can collect shall be regularly eleanetl and sanitized and to) limit the hvtilcring orally incloor plants. "Tenant shall not obstruct or impede fresh air supply to furnace, air conditioner or healer ducts, or regular air flow and circulation throughout promises. Tenant shall report any of the following to Landlord within forty-eighl (oft) homy uler Tenant first becomes swore or the same: (1) non -working fan, heater, air conditioner or ventilation systems; (ii) plumbing leaks. drips. sweating pipes. and/or wet spots; (iii) overflows from hotvoom, kitchen or other facilities. including. 801 IV'Chic Cuvnr Dr— C/6� of Snum Ann Leave -I - Prch ibit D but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, cr 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 die Premises; kind (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, furniture, heavy or bulky matter of any description, must take place only prior to 7:00 A.M. and/or after 5:30 P.M. on days other than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord and under the supervision of Landlord or its agent(s), and die persons employed by Tenant to perform such work must be acceptable to Landlord. 'tenant shall be responsible for any damage to the Premises and Project caused by or resulting from any such activity. Landlord reserves the right to inspect all safes or other heavy or bulky equipment or articles to be brought into the Project and to exclude fi,om the Project all such heavy or bulky equipment or articles, the weight of which may exceed the floor load for which the Project is designed, or such equipment or articles as may violate any of the provisions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises, even though its Installation may have been permitted, which may cause any nolse, or jar, or tremor to the floors or walks, or which by Its weight might cause injury to the floor of the Project. 13. Neither Tenant not, its servants, employees, agents, visitors or licensees shall at any lime bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the conduct of Tenant's business. IA. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the Tenant's use of die Premises rut the Permitted Use, Tenant shall net, without Landlord's prior written consent, occupy or permit any portion of the Premises to be occupied or used for the manufacture or sale of liquor or tobacco in any form, or as a barber or manicure shop. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes. 15. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighboring buildings or premises or those having business with it by the use of any musical instrument, radio, phonographs or unusual noise, or in any other way. Neither Tenant nor Its servants, employees, agents, visitors or licensees shall throw anything out of doors, windows or skylights or down passageways or common corridors. 16, No bicycles, vehicles or animals of any kind shall be brought into or kept In or about the Premises, and no cooking shall be done or permitted by in the Premises, except that the preparation of coffee, tea, hot chocolate and similar items for Tenant, its employees and visitors shall be pennitted provided such activities do not otherwise violate the Lease. Tenant shall not cause or permit any unusual or objectionable odors to be produced in or emanate.frmm the Premises. IT 'There shall not be used in any space, or in the elevators, common corridors or public halls of the building, any hand trucks except those equipped with rubber tires and side guards. 18, No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior written consent. 19, No person shall be employed by Tenant to do janitorial, maintenance, consu'ucten or similar work in any part of the Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under the control and direction of Landlord or its agent or representative (but not as an agent or servant of Landlord) and Tenant shall be responsible for all acts of such persons. 20. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, lends to impair the reputation of the Project or ill desirability as an office building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 21. Canvassing, soliciting and peddling are not permitted In the Project, and Tenant shall cooperate to prevent same. 22. Landlord reserves the right to control access to the Project by all persons after reasonable hours of generally recognized business days and at all hours on Sundays and legal holidays. Tenant shall be responsible for all persons for whom it requests after-hours access, and shall be liable to Landlord fix all acts and omission of such persons. Landlord assumes no responsibility and shall not be liable for any damage resulting frmn 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 tic.ludgment 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 Itu les and Regulations. 211. Tenant shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasunnbiy designated by Landlord or by applicable governmental agencies as nonsmoking areas. 25, Tenant shall comply witi till safety, fire prated 011 and nvacuali(n regulations established by Landlord or any applicable goeemmenlal agency. 20Tmnnnt assumes all risks from rich or vandalism and agrees to keep the Premises locked as ilia) be required. 11. PARKBG RULES. 00111'Cirlr Curter Dr— 04•afSanra.4nrr Lease -2- lishihil D The following perking rules and regulations ('Parking Rules') shall be in effect at the Project, Tenant shall comply with these Parking Rules in its use (and in file use of Its visitors, patrons and employees) of the Parking Facilities. L Parking areas shall be used only for parking vehicles no lager than lull Sim, passenger automobiles herein called "Permitted Size Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles." 2. 'Tenant shall not permit or allow any vehicles that belong to or are controlled by 'tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. 3. Parking stickers, access cards or identification devices shall be the property of Landlord, and shall be returned to Landlord by the holder thereof upon termination of the holder's parking privileges, Tenant shall pay to Landlord refundable deposits on such devices as reasonably established by Landlord from time to time. Tenant will pay such replacement charge as is reasonably established by Landlord for the loss of such devices. 4. Landlord reserves the right to: (a) refuse the sale of monthly identification devices and/or parking access cards to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements and/or to (b) revoke the right of any such party (that willfully refuses to comply with the applicable roles, regulations, laws and/or agreements) to use the Parking Facilities. 5. Landlord reserves the right to relocate all or a part offhe parking spaces on the Project from one location on the Project to another and/or to reasonably adjacent offs to location(s), and to reasonably allocate them between compact and standard size spaces, so long as the same complies with applicable laws, ordinances and regulations. 6. Users of the parking seen 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, 9, Parking validation, if established, will be permissible only by such method or methods as Landlord and/or its licensee may establish at rates generally applicable. 9. The Parking Facilities shall be used only for parking Permitted Sim Vehicles. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or common areas of the Project Is prohibited. 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 die 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). 11. Such parking use as is herein provided is intended only as a license and no bailment is intended or shall be created hereby. 12. In no event shall Tenant or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor parking zones. 13. Tenant shall, upon request of Londlo d From time to time, furnish Landlord with a list of the names of its (and its Transferee's) employees and vehicle license plate numbers. 14. Persons using the Parking Facilities shut] observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall he parked entirely within painted stalls, and no vehicles shall be parked in areas which are posted or narked as "no parking" or on ramps, driveways and aisles. Only one (1) Permitted Size Vehicle may be parked in a parking space, In no event shall Tenant interfere with the use and enjoyment of the Parking Facilities by other tenants of the Building or their employees or invitees. 15. Should any parking spaces or privileges be allotted by Landlord or Tenant, either on a reserved or unreserved basis,, Tenant shall not assign or sublet any of dose spaces, either voluntarily or by operation of low, without the prior written consent of l.and]m'd, except in connection with an authorized assignment of this Lease or subletting ordee Premises. 16. 'Tenant agrees to notify its employees and visitors (and its Trmmtsferees) of the requirements of these Parking Rules as the same ere modified fi,om time to time, and assumes• responsibility for compliance by its employees and visitors (and its 'transferees, and their employees and visitors) with these Parking Rules as the same are modified From time to time. Tenant authorizes Landlord to tow away from the Building and/or Parking Facilities any vehicle pakad in violation of these Parking Rules, and/or to attach violation stickers or notices to those vehicles. III, RULES OF THE SITE(OOM1'RACTOR'S WORIQ. The following rules and regulations shall apply to tiny work peribrined at the Project by or under the direction of Tenant or any other Tenant Party, Before commencement of any such work, Tenant shall deliver to Landlord a copy of these Rules ol'the Site (Cnnuraetor's Work) executed by the cono•aclor(s) performing such work. I, The following Rules of the Site lien Cunlractm's work ("Rules of the Site') shall govern the operation of Contractor and Contractor's subcontnetors. The terms "Owner" and "Owner's Representative" are the sane t'or purposes of this document (and where used, refer to the Landlord). 301i Cirre Center Dr—Cil�,t/Swaokvi Lease -3- InhibitD 2. Within a reasonable time prior to the start of any on -site work, delivery of materials, equipment, or personnel, Contractor will submit to Owner the following: A- A complete set of drawings approved by Owner and subsequently by the City in which the Building is located. B- A filly executed Indemnity Agreement (To Be Provided by Owner Upon Request). C- Certificate of Insurance in a form approved by Owner executed by Insurance companies acceptable to Owner. D- A fully executed Notification -Rules for Contractors (To Be Provided by Owner Upon Request). 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) of personnel who are authorized to represent the Contractor. 3. No revisions or changes of any kind may be made to the construction plans previously approved by Owner without prior written consent of the Owner. Any proposed revisions or changes must be submitted to Owner in die form of a change order, for Owner's review and approval prior to commencement of such changes. Revisions or changes altering file 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 (list it in no way conflicts with, interferes with, or impedes the quiet and penceral enjoyment of other tenants or occupants of the Project, or with the progress of Owner's work or operations. Any work that is in convict will be rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shall have no liability far any costs or expenses Incurred by Contractor (or Tenant) in connection with such rescheduling, 5. Contractor and subcontractors shall employ persons and means for the orderly progress of the work without interruption on account of strikes, work stoppages or similar causes of delay, Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such delays. 6. Materials and tool storage will be limited to die arens for which access has been granted. 7. Clean-up and rubbish removal shall be provided by the Conti actor at Contractor's expense. Contractor must, on a daily basis, remove all rubbish, surplus and waste material resulting from die performance of his work At the request of Owner, Contractor shall relocate airy materials causing an obstruction as directed by Owner. Contractor will not be allowed to place a dnmpster on site on a continuous basis during construction, Important note: The placement and location ofrubbish dumpsters and bins must be approved in advance by Owner. g. In general, Owner will interface with Contractor to the extent necessary for work to be completed within the guidelines of project specifications and for the enforcement ofbuilding rules and regulations. 9, Contractor will make arrangements for unloading, trash removal and hoisting 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.) At no time will the Conuvctor be given exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contractor may be afforded access to loading clock space and hoisting facilities for limited use at such time during normal working hours as is prearranged with Owner, or at other times, with the consent of'Owner told upon payment of Owner's prevailing fee fur after-hours use slid access. I (1. Contractor will be afforded unloading areas as prearranged with Owner, All materials unloaded at these areas will be moved to an area of use immediately and shall not be stored or used in a way which adversely impacts use of the Building, 11. Contractor (and Tenant) will be responsible for the security of its own materials, equipment and work, and that of his subcontractors. Contractor will also be responsible for damage caused by Contractor or its subcontractors to cite Project, Building and/or tenant areas, including. but not limited to the loading dock and indoor and outdoor public peas, freight elevators, etc. Any such damages will he promptly repaired to the Owners satisfaction at sole cost of Contractor. 12, Contractor will comply with all applicable codes, laws and regulations pertaining to the work of Contractor, including all safely Laid health regulations, 'Fite Contractor shall supply the Owner with a Master List of all hazardous Materials and their Matcriul Safety Dam Sheers (bISUS) upon delivery to lhe,job site. A discussion will then ensuc pertaining to the safe storage, handling and use of these materials. as well as the Contractors emergency preparedness plan (or handling the containment and clean-up of potential Iiazordoos Material spills. l3 Contactor wil l not cngagc in any labor practice that ]Italy delay or otherwise inysnet the work ofOwner or any otherconn actor. 14, No base building systems will be turned olf or disengaged by C'ununctur or tnv subcontractor without prior written approval and supervision by a representative ofOwner or its agent. Said systems include but are not limited to sprinklers. electrical circuits, air-hsml ling units. smoke head, and water supply. Building electrical power shut -downs are allowed, with the prior written consent ol`Ottmer. on Sauminys between 10:00 p.m. and 5:00 a.m. only. A request for approval shall be made to the Properly Manager at Icast ten ( Ill) drys in advmroc. 901 Pb`Ch 7rr Cenrnr Dr—City•nJ'Senet:Inn!.ease -4- FX[A It 0 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 me to enter and exit the Building through the service elevator only. Owner may at any time initiate a check in/check out system, or a badge system, for all people and material in the Building and the Contractor will agree to cooperate with any such system. 17. Before ordering material or doing work which is dependent upon proper size or installation, the Contractor shall field verify all dimensions for accessibility with building conditions, and shall be responsible for some, 18. Contractor shall not permitted any identifying signage or advertising within the Project or Building, 19. During construction, Contractor shall maintain supervisory personnel on the site at all times. Such personnel shall be fully authorized to coordinate, respond for and authorize Contractor's work as necessary so as to enable ail 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 perforin any work, Contractor shall reimburse Owner for the expense of such personnel. 20. Contractor shall be responsible for the protection of its work and the area adjacent to his work. 21 • Contractor will ensure that all stairwells, mechanical rooms, electrical and telephone closets, etc, accessed by Contractor or subcontractors in conjunction with Contractor's work, will be cleaned and fiee ofdebds nightly. 22, public areas adjacent to premises where Contractor's work is being performed shall remain free of debris and materials at all times. 23. Contractor shall be responsible for all his actions on site as well as those of its subcontractors, and shall indemnify, defend and hold harmless the Owner and the other Owner Parties from and against any and all claims, losses, or damages, threatened or incurred, arising from the actions or omissions of Contractor or Its subcontractors. 24,. If keys are required by contractors, they must be checked out from the Property Management Office. No key will be distributed If proper identification is not provided. 25. No cutting or patching of Owner's premises or installations, or those of any Building occupant, shall be permitted without the prior written consent of Owner. Request for permission to do cutting shall include explicit details and description of work and shall not under any circumstances diminish the structural integrity of the Building or the integrity of any of components ur systems, The work is to be done _ only with the explicit written permission of due Property Manager, and only on an "Off -flours" basis, Such work is to be done only under due direct supervision of a competent member of the Contractor staff. Any such area is to Inc promptly repaired and returned to a fully functioning, complete, and clean condition. 26. All work is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made available by Owner upon request)- It is the responsibility of the Contractor to be filly knowledgeable of the Base Building Drawings and Specifications. 27, All Life Safety Systems for the Building are to be maintained, and all of the Tenant's work is to be properly interfaced with and connected to the Base Building systems as required by Laws, or by Building operation. All work is to be done in such a way as to protect all Base Building operations and warranties. Any required disconnection of life: safety devices should be "Foreseen" and the Property Management Office must be notified at least 24 hours in advance. Costs for false fire alarms due to contractors' or subcontractor' negligence will be billed to and paid by the Contractor. All life -safety systems testing must he performed on an "after-hours" basis and coordinated with due Building Manager. 28. When work is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may include, but are not necessarily limited to the following: A - overtime or after-hours elevator usage B • utility usage for construction activities beyond standard power and water use(] in connection with general office uses C , extra and continuous clean-up of elevalurs and public spaces as required due to consuuction activity; Contractor to provide the usual protection of existing improvements, and exercise care and good sense D - extended or aller-hours use of the loading dock 29. In addition to clearing roquivements described above, Contractor shall, in preparation far substantial completion or occupancy or the pi ojcct by Tenant, perform final cleaning of Crnt(aetor5 Will 30, When Contactor lakes over an area from the Owner, before conunencing work Contractor shall ascertain Ihnt the area is in a safe and sanitary condition, and maintain the area as necessary (at its sole cost and expense) in a sale and sanitary condition and to a standard meeting all applicable laws and regulations. 31. Owner requires job progress meetings. T'he Contractor will attend with a representative authorized hn speak and act on the Contractor's behalf. AddiNonolly, the Conraetor shall notify the Owner of scheduledjob progress meetings. 891 WCivie Center Dr-0tv eil'santu bur Leave -5- FxllbitD 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 Oro Lher audio dcv Ices eve allowed. 35. Failure to perfarn 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 Connector or any subcontractors (or Tenant) iu connection with or as a result of such wm•k stoppage. 36. The Rules orthe 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 efrective upon delivery to Contractor or publication by posting at dre project site, whichever is earlier. 37. General contractor and subcontractors' vehicles parking mutt be in areas designated by the Building Manager at the Contractor's expense. Acknowledged and Agreed By; Date; 8011VCA9cC'eulerDr--CiO ofSmrmdrm Lease -6- Gxhibir D UnIBIT "T„ ADDITIONAL RENT Definitions. 1.1 "Base Year" means the calendar year specified in Hotel 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 the calendaryear in which the Term ofthis Lease expires. 1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governmental ov 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 of nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar impositions imposed in lieu or substitution (partially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or Impositions:. (a) on any interest of Landlord or any mialgagee of Landlord in the Project, the Building, the Premises or in this Lease, or on the occupancy or use of space in [lie 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, parks charges, housing fund charges; (d) imposed for street, refuse, police, sidewalks, fire protection arl 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; (e) on any possessory taxes charged or levied in lieu of real estate taxes; and (Q 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, gif, or any other taxes imposed upon or measured by Landlord's gross income or profits unless the same is specifically included within the definition of Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes. 1.4 "Operating Expenses" means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or incurred by or. on .behalf of Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration, management, replacement or repair of the Project: (a) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by Landlord from time to time, and any deductibles thereunder actually paid by Landlord with respect to the Project. (b) Salaries, wages and other amounts paid or payable for personnel (including, without limltation, the Project manager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and ogler employees of Landlord) involved in the maintenance and operation of the Building or the Project, including contributions and premiums towards fringe benefits, unemployment taxes and insurance, social security taxes, disability and worker's compensation insurance, pension plan contributions and similar premiums and contributions which may be levied on such salaries, wages, compensation and benelts and the total charges of any independent contractors or property managers engaged in the operation, repair. care, maintenance and cleaning orally portion of the Building or the Project. (c) Cleaning expenses, including without Ifirdtation,janitorial services, window cleaning, and garbage and refuse removal. (d) Landscaping and landscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hardscape. (e) The cost of providing fuel, gas, electricity, water, sewer, telephone, stesin and other utility services. (0 The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components of equipment or machinery, including, without limit)tion, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, flre/life safety, security and energy ntanegement systems, including service contracts, mnintennnce contracts, supplies and parts with respect thereto. (g) The costs of providing access control services for, and supervision of, the Project. (h) Renal. supplies and other costs with respect to the operation of the management office tar the Building. 0) All cost and lees for licenses, certificates, permits and Inspec lens, and the cost incurred in connection with the innplennennuion ofa transportation system management program or similar program. (I) The cost of replacement, repair, acquisition, installation and modification of: (A) carpeting and wall coverings, ceiling systems and fixtures in the Common Areas, and otter furnishings in the Common Areas, (B) materials, tools, supplies and equipment purchased by Landlord which are used in the maintenance; operation and repair of the Protect, and (C) any other form of improvements, additions, repairs, or replace men is to the Project nr the systems. equipment or machinery operated or used in connection with die 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 "Capllnl Items") under sound accounting and property management principles consistently applied and determined by Landlord. in each case the cost 01'such Capital Itennx shall he anionized (with interest at (he Interest It ,lie) over the uschil life (the "Li sefnl L.i lc") nI'suell Capital Item,, as determined by the Landlord in Iecordance with sound accounting and property management principles consistently applied m such other period as shall be consistent with Insl i(aIione I Owner Practices. (k) Attorneys', accoral nnts' and consultants' NLIS Ind expenses in coruncetion with the management, operation, administration. maintenance and repair of' [lie Projecl, including, but not limited to, such expenses that relate to seeking or obtaining reductions In or S111 if O'lle Cexter Dr—CRI' nJ'Saum; I na Lease - I - Exhibit E refunds of Property Taxes, or components thereof, or the costs of contesting the validity of applicability of any govemmental enactments which may affect Operating Expenses. (1) Fees for the administration and management or the Prajccl in an amount equal to three percent (3%) of the gross revenues or the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on all stain aI 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 Protect. (n) Fees for local civic organizations and dues for profl:ssional trade associations (a) Payments tinder any covenants, conditions and restrictions pertaining to the Project or any easement, license or opemli rig agreement or simi lm' instrument which affects the Project, (p) Costs and expenses of investigating, testing, documenting, monitoring, responding to, abating and remediating Hazardous Materials, other than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective Date) to require abatement and/or remediation under applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Parking Facilities of the Project, including, without limitation, the resurfacing, restriping and cleaning of such facilities. (r) Any costs, fees, amounts, disbursements and expenses which are generally included in Operating Expenses under Institutional Owner Practices, 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 clad brokerage commissions and advertising expenses); (b) legal fees and disbursements incurred for collection of tenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building; (a) Capital Items unless specifically permitted by Section 'I A of this Exhibit "T 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; (1) except to the extent specifically provided in Section IA of this Exhibit "E", parts (a) through (r), inclusive, depreciation or payments of principal and interest on any mortgages upon the Project; (g) payments of ground rent pursuant to any ground lease covering the Project; (h) subject to Section 2.1 of this Exhibit "E", the costs of gas, steam or other ftiel; operation of elevators and security systems; hcalfng, cooling, air conditioning and ventilating; chilled writer, hot and cold domestic water, sewer aad other utilities or any other service work or facility, or level or amount thereof, provided to any other tenant or ocenpant in the Project which either (a) is not required to be supplied or furnished by landlord to Tenant under the provisions of this Lease or (b) is supplied or frunished to Tenant pursuant to the tens of this Lease with separate or additional charge; (i) the cost of the Landlord's Work; and (I) any cost expressly excluded from Operating Expenses in an express provision contained in this Lease. 1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses allocable hereunder to such Expense Year over Operating Expenses allocable hereunder to the Base Year. 1.7 `Excess Property Taxes" means, with respect to any Expense Year, the positive excess, if any, of the Property Taxes allocable hereunder to such Expense Year over the Property Taxes allocable hereunder to the Base Year. 1.8 *'['a a an Cs Percentage Sliare" means the percentage set forth in Item5.2 orthc Basic Lease Provisions: provided, however, that Landlord reserves the right from time to time during the 'form of this Lease to reealculate'I'enant's Perreentage Share, in which case Tenant's Percentage Share shall be calculated by dividing the number of square feel of Rentable Aica in the Premises by the number ol'squnre feet ul'Remablc Ai La In the Pigjeel, and expressing such quotient In the form of a percentage. 2. Calculation hi etimds and Adinstments. 2.1 fit, variable components of Operating Expenses ("Vnria ble Expenses") Ilv all or any portion or any Expense Yes[' (including the Base Year) during which actual occupancy of the Project is less than one hundred percent (100%) of: the Rentable ,Area of the Project shall be adjusted by Landlard; m determined in good faith by Landlord applyina sound accounting and properly management principles (and the pmvisions 801 It"Chic Exhibit 12 of this Lease) to reflect one hundred percent (I00%) occupancy of the Rentable Area of the Project during such period. If during all or any part of any Expense Your, including the Base Year, Landlord does not provide any particular Item of benefit, work or service (the cost of which Is a Variable Expense) to portions of the Project due to the fact that such item of benefit, work or service is not required or desired by the gannet of such space, or such tenant is itself obtaining and providing such item of benefit, work or service, or for tiny 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 at, incurred by Landlord during such period if it had furnished such item of benefit, work or service to such portions of the Project. 2.2 Subject to the provisions of this Section 2 of this Exhibit "E", all calculations, determinations, allocations and decisions to be made hereunder with respect to Operating Expenses and Property 'faxes shall be made in accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices. Landlord shall have the right to equitably allocate Solna 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, an being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, at, credits (collectively, `Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord in a particular year shall be deducted from Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of Items of service, work or benefits (i) not provided following the Base Year, (ii) incurred due to circumstances not applicable fallowing the Base Year or due to market -wide labor -rate increases in Operating Expenses due to extraordinary circumstances, including, without ]Imitation, boycotts, embargoes and strikes, and utility rate increases due to extraordinary circumstances, and (]ii) amortized costs relating to capital improvements. 2.3 If any Property Tax Reduction (defined below) applies with respect to wry Expense Year (other than the Base Year), then for purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount equal to the corresponding Base Year Tax Reduction. A `Property Tax Reduction" means, with respect to any Expense Year (other than the Base Year) the amount (if any) by which Property Taxes are reduced as a result of any reassessment or under or as a result of application or operation of Proposition 8 or any other similar governmental act or Law. A "Base Year Tax Reduction" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Properly Tax Reduction, an amount equal to the Property Tax Reduction, mimes, in the case of any Expense Year after the first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have increased (fallowing the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted). 2.4 As of the date of this Lease, Tenant pays Additional Rant under Section 4.2 of the Lease based on the Operating Expenses and Property Taxes for the Project, if the Project at any time contains more than one building (crone or more tax parcels), Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising the Project among the Building mid some or all of the other buildings of the Project. In such event, Landlord shall reasonably determine a method of allocating such Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which the Building is located) and/or such other building(s) (or such other tax parcel(s)) of the Project to the Building (or tax parent) and/or such other building(s) (or tax parcel(s)) mid Tenant shall be responsible for paying its proportionate share of such Operating Expense and/or Property 'faxes 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 Tcnmrs Percentage Share of Operating Expenses and Property Taxes based solely on the Operating Expense and Property Taxes for the Building fund the tax parcel on which it is located). 3. Payment Procedure; Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year. On or before the first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one -twelfth (1/12th) of such estimated amounts; provided, however, that, not more often then quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this Section 3 of [his 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 of each Expense Year or as soon thereafter as is practicable, a statement of that year's Property Taxes, Operating Expenses, and the amount of Section 4.2 Additional Rent for such Expense Year, arts determined by Landlord (the "Landlord's Statement"), and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in section I or this Exhibit "E". If the Landlord's Statement indicates that (or it' it is finally determined pursuant to Section 4 of this Exhibit "E" that) the amount of Section 4.2 Additional Rent payable with respect to any Expense Year: (u) is more Than the estimated payments of Section 4.2 Additfonai Rent made by Tenant with respect to such Expense Year, Tenaull shall pry the deficiency to Landlord upon receipt of Landlurd's Statemen 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 Real next payable by Tenant under this Lease for, ifthe Term of this Lease has expired, shall be paid to 'ragout). Amounts payable by Tenant its Section 4.2 Additional Rent with respect to any Expense Year that includes less than an entire calendar year shall be prorated on the basis that the number ofdays in such Expense Year bears to 305. The expiration or early termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant (o [his Section 3 of this Exhibit "E" to be pciibnned after such expiration or early termination. 4, Review orLandlord's Statement. Provided that Tenant is not (hen in default with, respect to its obligations under this Lease and provided further that Tenant strictly complies with the provisions el'this Section 4 of this Exhibit "E", Tenant shall have the right, at Tenant's sole cost and expense, to reasonably review Landlord's supporting banks and records (tit Landlord's manager's corporate offices) for any portion ofthe Property 'Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement, in accordance with the procedures set forth in this Setting 4 of this Exhibit "E". Tenant shall. within sixty (60) days after any such Landlord's Statement is delivered to Tenant, deliver it writer notice (a "Dispute Notice') to L.undlord specifying the items described in the Landlord's Statement that are elainmed to be incorrect,. and Tenant shall simultaneously pay to Landlord nil amounts specified in the applicable Landlord's Statement (to the extent tint previously paid). 'Ilene right of'I'enanl Linder (his Section 4 of this Exhibit "E" may only be exercised once for each Expense Year covered by any LEmdlord's Statement, and it Tenant fails to deliver a Dispute Notice within the sixty (00) day period described above ar fails to meet any of the other above conditions of exercise of such right. the right ofTenant to audit a particu L•r Landlord's Statement (and all art enant's rights to make tiny claim relating thereof under this Section d 801 IVCloic Center Dr— Lily nfSeraa Ann Leave -J- Exhibit L of this Exhibit "E" shall automatically be deemed waived by Tenant. Any review of records under this Section 4 of this Exhibit "F." 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 (GO) clays after Landlord provides Tenant with access to Landlord's supporting books and records. Tenant acknowledges and agrees that any records of Landloxl reviewed under this Seelion 4 al' this Exhibit (and the information contained therein) constitute contidentlal inlonnation of Landlord, which shall not be disclosed other than to Tenant's accountants performing the review and principals of Tenant who receive the results of the review. If 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 of that portion of Landlord's Slnternent to be made by a firm or Independent certified public accountants of national standing selected by Landlord ("Landlord's Accountant'), In the event of a disagreement between the two accounting firms, the review of Landlord's Accountant shall be deemed to be correct and shnll be conclusively binding on both Landlord and Tenant. In the event that it is linally determined pursuant to lbls Section 4 of this Exbibil "E" that a particular Landlord's Statement overstated Operating Expenses and Property Taxes with respect to the applicable Expense Year by main than ten percent (IU%), Landlord shall reimburse Tenant for the reasonable cost of'renant's accountant. In all other cases. Tenant shall be liable for Landlord's Accountant's actual fees and expenses. 8/11 W CHe Coiner Ur—Cin+ gfSanto rl ira Lease -4- Exhibit Fi EXHIBIT "r" SERVICES AND U'I'I LITIES The services and utilities to be provided by Landlord are as follows: I Elevator Service. Non -attended automatic elevator service. 2 HVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable [hereto, HVAC to the Premises during Business Hours (defined below), which in Landlord's good faith judgment, is required fur Ilse comfortable use and occupancy of the Premises for general office use. Aaer Hours HVAC (defined below) may be provided to the Premises upon request by Tenant. 'tenant shall pay to Landlord the After Flours HVAC Rate (defined below) for all Alter Hours HVAC that is so requested by Tenant within ten (10) days of receipt of Landlord's reasonably detailed bill therefbr. Tenant shall be responsible for and shall pay to Landlord any additional costs incurred by Landlord because of the failure of the HVAC system to perform its function due to: (a) arrangement of partitioning in the Premises or changes or alterations thereto, (b) any use by Tenant in any portion of the Premises of beat -generating machinery or equipment other than normal office equipment, or (e) 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 (defined below). "Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day,'fhanksgiving Day, and Christmas Day, and at Landlord's discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Owner Practices. "After Hours HVAC" means any HVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Hours. The "After Flours tfVAC Rate" means the Landlord's prevailing charges For supplying After Hours HVAC to the Premises, which as of the Effective Date is $65,00 per zone (or partial zone), per hour (or partial hour), subject to a two (2) hour minimum. Electrieity. 3.1 At all reasonable times, electric current as required for Building Standard lighting and fractional horsepower office machines and adequate electrical facilities for connection to the lighting fixtures and Incidental use equipment of Tenant; provided that Tenant shall be responsible for distribution of electrical power from the electrical panels located on the Boor(s) of the building on which the Premises is located. Subject to Section 3.3 of this Exhibit "F": (a) the electricity so famished for Tenant's Incidental use equipment to Ire at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such equipment to require a current capacity exceeding twenty (20) amperes and (b) the electricity, so furnished for Tenant's lighting to be at a nominal one hundred menty (120) volts and with no electrical circuit for the supply of such lighting to require a curent 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 loot standard, and (e) the total connected electrical load for Tenant's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square foot standard. In addition, if Tenant's actual consumption of electrical power in the Premises, as determined in good faith by Landlord pursuant to such measurement method or methods as landlord shall employ from time to time (including, without limitation, the use ofsubmeters and/tar 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 oth rryvise payable by Tenant pursuant to Article 4 the sum of; (i) Landlord's actual direct and indirect costs orsupplying such excess consumption, including, without limitation, all taxes thereon, and the cost of additional wear oil Building Systems resulting from such excess consumption, (R) all of Landlord's costs of monitoring and measuring such excess consumption and (iii) Landlord's reasonable administration fee thereon. The "Electrical Power Consumption Threshold" means, for any reasonable calculation pet Ind determined by Landlord, the Landlord's nondiscriminatory per usable square foot standard for electrical consumption (which is intended to represent the average rate oaf consumption (a kW perusable square Fool basis) during Business Hours, of an average general office tenant ofthe Building). 3.3 Without Landlord's consent, Tenant shell not insist[, of 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 thtun a nominal 120 volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric current in excess of that which Landlord is obligated to provide pursuant to this Section 3 of this Exhibit "F" ("Excess Electrical Requirements"). If Tenant shall (require orutilize Excess Electrical Requirements or electric current which may disrupt the provision of electrical service to other tenants in the Building or the Project, Landlord, at its election: (i) may reihse to grant Its consent or (ii) may condition its consent upon Tenant's payment in advance ofLandlord's total direct and indlrect cost (including, without limitation, a reasonable administration 1'eo) of designing, installing, maintaining and providing any additional facilities determined by Landlord to be required to satisfy such Excess Electrical Requiremmtts (or otherwise related to the additional vier Oil Building Systems associated therewith). It Tenant's increased electrical requirements will mnterially affect the temperature level in the Premises or In the Building, Landlord's consent may be conditioned upon Tenant's payment of all direct and indirect costs of installation and operation ofany inuchincry or equipment necessary to restore the temperature level to that otherwise required to be providers by Landlord, including, but not limited to. the cost ul'modificotions to the Building Systems and increased went, and tear on existing IIVAC equipment. Landlord shall not, in anyway, be liable or responsible to Tenant for any loss or damage or expense which Tenunt may incur or sustain if. For any reasons beyond Landlord's reasonable control, eilher the quantity or character ofelectrie service is changed or is no longer available or suitable for'I'etant's requirements, Witter. City %voter for drinking and rest room purposes. 5 - Janitorial Service, Janitorial and cleaning services, live (5) days per, %reek (esoepting Holidays). confirming to the Project standards in effect from time to lime:. provided that Landlord shall have no obligation to provide such services to any pnnions orlhe Premises that are col used exclusively fur general office purposes. In all events, Tenant shall pay to Landlord the cost ol'tcmuv;l of Tenant's refuse and rubbish, to the extent Chat the sane exceeds the refuse and rubhish attendant to normal office usage and/or to Lite exent that -Tenant hills to keep the Premises in reasonable order. 301 II•'Chic Cerner Dr—Cip, nfSnnra Ann Lease - - Exhibit F Any amounts which Tenant is required to pay to Landlord pursuant to this Exhibit •'F" (and/or far any services provided to Tenant in addition to those Landlord is required to provide under this Exhibit •T" without additional charge) shall be payable upon demand by Landlord and shall constitute Additional Rent. Front 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 Instinnional Owner Practices. 'tenant recognizes dint any access control services provided by Landlord at the Project are f'or the protection ol'Landlord's property, and under no circumstances shall Landlord be responsible for (and Tenant waives any rights with respect to) providing security or other protection for Tenant or its employees, invitees or property in or about the Premises, or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's HVAC system to maintain temperatures that may be required for operation of any computer, data processing or other special equipment or occupancy of the Premises at densities above customary general office levels. U/ WOVtr Cenrer Dr—Cityo,saruu Inn Louse Exhibit r EXHIBIT "C" INSURANCE REQUIREMENTS Policies LI Pr »party Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense, "All - Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in oil amount not less than one hundred percent (100%) of replacement 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 fallowing a casualty, the proceeds applicable to the Leasehold Improvements shall be paid to Landlord and the proceeds applicable to Termnt's Personal Property shall be paid to Tenant. 1.2 Business Interruntion. Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain business intemtption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in section LI orthis Exhibit "C" for a period of not less than twelve (12) months. 1.3 Liability Insurapee. 1,11 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 orthe Premises and the business operated by Tenant. Such insurance shall have a minimum combined single limit of liability of at least $2,000,000 per occurrence and a general aggregate limit of at least $3,000,000, and Tenant shall provide In addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All such policies shall be written to apply, to all bodily injury (including death), property damage and personal injury losses, shall include blanket contractual liability, broad form property damage, independent contractor's coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to Include Landlord and the Landlord's Additional Insureds as additional insureds. 1.3.2 At all times during the 'farm of this Lease, Tenant shall procure and maintain, at its sole expense for time 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 will in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys' fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises, Such policy or policies of insurance shall have a minimum combined single limit of $3,000,000 per Occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support; and injury to property of any person. Such policy a• policies of insurance shall name the Landlord and its agents, beneficiaries, partners, employees slid any btolder 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 unclertake self-insurance, Prior to commencing the performance of the work under this Agreement, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2. Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorized to do insurance business in the State of California and rated not less than A:X in Best's Insurance Guide. All such insurance policies shall be written as primary policies, not cscess or contributing with or secondary to any other insurance as maybe available to Landlord or to the additional insureds. A certificate or insurance (or, at Landlord's option, copies afthe applicable policies) evidencing die insurance required under this Exhibit "C" shall be delivered to Landlord not less that 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 after such date. Tenant shall fhmish Landlord with a replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration ofthe current policy. Tenant shall have the right to provide the insurance required by this E.dmibit "G'. pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and the Landlord as required by this I.easn without regal to clahns made under such policies with respect to other persons. 3. - Miscellaneous. Tenant shall not keep, use, sell or offer far sale in or upon the Premises any article which may be prohibited by any insurance policy periodically in Ibrce covering the Prellikes, the Building or the Project. If any of Landlord's insurance policies shall be cancelled or cancellation ,shall be threatened or the coverage thereunder reduced or threatened to be reduced in tiny way because of the use orthe I'rennises or any part thercor by Tenant Or any assignee. subtenant, licensee or invitee or Tenant and, if tenant fails to remedy the condition giving rise to such cancellation, lhrentened cancellation. reduction of coverage, or threatened reduction of coverage, within 481hnurs after notice thereof, Landlord may. at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition. and 'Tenant shall promptly pay the cost thereof to Landlord its Additional Rent. If' Landlord is unable. or effects not to remedy such condition. then Landlord .shall have all of the remedies provided fur In phis Lease upon the occurrence Oran Event of Default. "renanl shot not do or perinit lu be done any let or things upon or about the Premises ur to Project. which will: (a) result in the assertion of lily defense by the insurer to any claim under. (b) involidale or (c) be in conflict with. the insurance policies of Landlord or Tenant cove'iug the building. the Premises or fixtures and pmperty therein. ar which would increase the rate of lire insurance applicable to the Building or the Project to an amount higher than it otherwise would be; and Tenant shall neither do not pennit to be clone any act or thing upon or about tile Premises or the Building which shall or night subject Landlord lu any liability or responsibility Tort' injury to any person or persons or to property. If. as a result orally net at omission by or on the part ofTenant or'violatiun orthis Lease. whether or 801 11' Ciric Cenrer Dr_ Cam n/'.Soma Anu Lease - I - Exhibit G not Landlord has consented to die same, the rate of "All Risle' or other type of hismvncc maintained by Landlord on or with respect to the Building and knees and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all increases of Landlord's insurance preniiunis so caused within ten (10) days after delivery of written demand therefor by Landlord. In any action at - proceeding wherein Landlord and Tenant are parties, a schedule or "make-up' of rates for the Project or the Premises issued by the body making fare insurance rotes ur established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the facts stated therein including the items and charges taken into consideration in fixing the "All Risl<' insurance rate then applicable to the Building or the Premises, 801 IY Cine Cone, Dr -Ott- PjSrurm Alm Leave -2- f.chiNt G EXHIBIT 94" REMEDIES Remedies for Events of Default 1.1. Landlord's Right To Terminate Unon Tenant Default. In the event of any Event of Default by Tenant as provided in Sect inn I5I 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 Lmtdlord's election to tenninale this Lease, in which event Landlord shall be entitled to receive from Tenant; (a) the worth at the time ofaward or any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of award of the amount by which the unpaid Rent which would have been caned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (a) the worth at the time of award or die amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by 'tenant's failure to perfomn its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (c) 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 Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 1.1 of this Exhibit "H", Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord has One remedy described in California Civil Code Section 1951.4 (Landlord may continue tilts 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). 13 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall fell to pay any seen of money, other than Base Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of Landlord, Landlord may cure the same at the expense of Tenant: (a) immediately and without notice in the case: (i) of emergency, (H) where such default unreasonably interferes with any other tenant in the Project, (iv) a failure to satisfy or otherwise discharge any Encumbrance, (iv) where such default will result in the violation of Law or the cancellation of any insurance policy maintained by Landlord, or (v) any failure of Tenant to perform any of its obligations under Section 3,11 and Section 10.5 of this Lease above and (d) in any other case if such default continues for ten (10) days from die receipt by Tenant of notice of such default from Landlord. Any suns so paid by Landlord and all incidental costs plus Landlord's reasonable administration fee thereon, together with interest thereon at the Default Rate final die date of such payment, shall be payable to Landlord as Additional Runt on demand, and Landlord shall have the same rights end remedies is the event of nonpayment as in the case of default by Tenant in the payment of Rent. This Section 1.3 of this Exhibit "IT' shall survive the expiration or termination of this Lease, 1.4 Late Payment. If two (2) or more Rent Delinquencies shall occur is any twelve (12) month period, Landlord may, without prejudice to any other rights or remedies available to it, upon written notice to Tenant: (a) require all remaining monthly installments of Rent to be paid three (3) months in advance and/or (b) require Tenant to increase the Security Deposit (if any) by an amount equal to one nlonth's Rent. 1.5. Subleases of Tenant. Whether or not Landlord elects to tenninale 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 ofl'ecl the Premises or (b) in its sole discretion, elect to succeed to Tenant's interest in such subleases, licenses, concessions m arrangements (in which case, as of the date of such election, '['client shall have no further right to or interest in the rent or other consideration receivable thereunder). 2 Efforts to Relet. No re-entry or taking of possession orthe 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 he given to Tenant or unless the termination thereof be decreed by u court Of competent jurisdiction, and Tenant's right to possession shall not be deemed to have been ternninated by efforts of Landlord to coal the Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlard's interests under the Lease. The foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without terminating Tenant's right to possession. Notwithstanding any relating of the Promises following any Event of Default without termination of this Lease by Landlord, Landlord may, at any time after such reletting, elect to terminate this Lease fo' any Event of Default. To the fullest extent pennitled by Law, the proceeds oitiny reiettiug of the Premises shall tic applied: (a) first, to pay to Landlord all costs and expenses of such reletting (including, without limitation, costs slid expenses Of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, including expenses fen redecoration, alterations and other costs ill connection with preparing the 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 ot'and pedinrmance by a receiver to protect the Premises• and Landlord's interest Under this Lease and any necessary or reasonable ulus anions; (b) second, to the payment of any indebtedness of Tununt to Landlord other than Rent due and unpaid hereunder; (c) third, to the payment of Rent due and unpaid hereunder; anti (d) the residue, ifeny, shall be held by Landinrd rend applied in payment OrOdler or future obligations ofT'enant to Landlord as the same may become clue anti payable, and Tenant shall not be entitled to receive any portion of such revenue, This Section 3 of this Exhibit "ll" shall survive the expiration w termination orthis Lease. 3, Cumulative Remedies. The specific remedies to which Landlord tray resort under the terns or this Lease are cumulative and are not Intended to be exclusive of any other remedies or nncans orredress to which it may be Iaxvtully entitled in case orally breach or threatened breach by Tenant of my provisions urthis Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to u restraint by injunction of the violation or anemptetl or threurened violation orally of due covenants. conditions tar provisions of this Lease or to a decree compelling specific performance orally such covenants. conditions or provisions. In addition, upon the Occurrence of en Event of Dcfhult by Tenant, if the Premises or any portion thereof are sublet Landlord, in addition and without prejudice to any other remedies heoln provide([ or provided by Lane, may, lit its 801 WCh iv Cenmr Dr—Cio• aJ:SnnaMna Lucre -I- Exhibit I I 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 Rlcht of Redemption. Tenant hereby waives for Tenant and Wr all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court m by any legal process or writ Tenant's right of occupancy of the Premises after any termination of this Lease, Notwithstanding tiny provision of this Lease to the contrary, the expiration or termination of this Lease and/or the termination of Tenant's rights to possession of the Premises shall not discharge, relieve or release Tenant 8vm any obligation or liability whatsoever under any indemnity provision of this Lease, including without limitation the provisions or Section 14.1 of the Lease. 801 IV gvie C¢nrvr Dr—C10, of9nnrn Anti Leave -2- Exhibit H EXHIBIT "I" FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease dated , 20_ (the "Lease!') between CF SANTANA, LLC, a Delaware limited liability company, as landlord, and the undersigned, as tenant, far Premises on the —Boor of the Office Building located at 901 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 dte Lease, as so amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tenant and Landlord with respect to the Premises and the Property. There are no amendments, modifications oe supplements to the Lease, whether oral or written, except as follows (include the date of such amendment, modification or 2. The undersigned has commenced occupancy of the Premises described in the Lease, currently occupies the Premises, and die Commencement Data of the Lease occurred on , 20_. 3. Tenant has not transferred, assigned, or sublet any portion of die Premises nor catered into any license or concession agreements with respect thereto except as follows: 4. Base Rent became payable on 5. In accordance with die Lease, Rent commenced to accrue on , 20—. 6. The Term of the Lease expires 7. The Lease provides for tar option to extend the terns of the Lease for _ years. "lie rental rate for such extension term is as follows: . Except as expressly provided in the Lease, and other documents attached hereto, Tenant does not have any right or option to renewer extend the term of the Lease, to lease other space at the Property, nor any preferential right to purchase all or any part of the Premises or the Property. S. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is not in default thereunder. All space and improvements leased by 'Tenant have been completed and famished in accordance with the provisions of die Lease, and Tenant has accepted and taken possession of the Premises. 9. There are no offsets or credits against rentals payable under the lease and no free periods or rental concessions have been granted to Tenant, except ns follows: 10. All monthly installments of Baso Rent, oil Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through . The current monthly installment of Base Rent is $ It, The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospective mortgagee, or a prospective purchaser, and acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will be relying upon the statements curtained herein in making the loan or acquiring the property of which the Premises are a part, and in accepting an assignment of the Lease as collateral security, and that receipt by it of this certificate is it condition of making of the loan or acquisition of such property. Each individual executing this Estoppel Certificate on behall'ol'Tenaru hereby represents and warrants that Tenant is a duly farmed and existing entity qualm d to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and that each person signing on hohalfof'I'enant is authorized to do so, Executed at — on the __ day of , 20, "Tenant": By: _ Name: 801 WCivir Cerrler lh•— ('iry• nf5'nnfrr Aqu Leave -I- Exhibit I EXHIBIT "J" OPTIONS This Exhibit "Y consists of the following Schedules: Schedule 9-1" (Extension Option[s]); Schedule "J•2" (Additional Space Opdon(s]); and Schedule `J-3" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to the contrary in this Lease: (a) all of the rights and options of Tenant that are described in this Exhibit "J" (collectively, the "Options") ate and shall be personal to the Original Tenant, are not transferable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee of Tenant's interest in this Lease). and (b) the Extension Option and Right of first Offer may be exercised only on the condition that, at the applicable time, the Original Tenant then occupies the entire Premises. In addition, notwithstnnding anything to the contrary in this Lease, at the election of Landlord (in its sole and absolute discretion): (i) any attempted exercise by Tenant of the Extension Option or Right of First Offer shall be invalid and ineffective if, as of the date of such attempted exercise: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under this Lease more than two times, and (ii) if as of the date that the Extension Option or Tenant's lease of any Leased First Right Space (defined below) would otherwise commence: (A) Tenant is in delhult 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 Fist Right Space, as applicable, by delivery of written notice to Tenant. 801 W' Ovie Center Dr —City q(Sarua Arrrr Lento -I- F.Yn tat .I Schedule " d-1" Extension Options I. Grant of Opl on, Subject to all of the terms and conditions of this Schedule "J-I' In connection with Tenant's lease of the Premises, Tenant Shull have two (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Prcmisas then subject to this Lease, each for an additional term (each "Extension Term") of sixty (60) months, subject to and upon the lenns and conditions contained in this Schedule '9m1". The Extension Term shall commence upon the day Immediately following the then scheduled Expirotion Date, and shod be upon the same terms and conditions as are provided fir in this Lease, as then amended, except that: (a) if Tenant falls 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 Term pursuant to this Schedule "7-I" or otherwise following the second (2"a) Extension Term, (o) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent ollowance or abatement of Rent, except as specifically provided in the de0nillon of the FMRR, (d) the Base Rent for die Extension Term shall be as provided in Section 3 of this Schedule "J- L_', and (e) the Base Year for the Extension Term shall be the calendar year in which the Extension Term commonest. 2 Exercise, An Extension Option may be exercised only by Tenant giving written notice of exercise (an "Extension Notice') to Landlord on or bekire the date that is not more than twelve (12) and not less than nine (9) months prior to the then scheduled Expiration Date, If Tenant does not deliver an Extension Notice to Landlord within the time period set forth above (time being of the essence), then Tenant shall be deemed to have forever waived and relinquished the Extension Option, and any other options or rights to renew or extend the Term effective after the then Expiration Date shall terminate. 3 Annual Base Rent. The Base Rent payable for the Premises during an Extension Term (the "Extension Term Rase Rene) shall be equal to (a) the Rentable Area of the Premises then subject to this Lease, multiplied by (b) the FMRR of the Premises as of the first day (an "Adjustment Date") of such Extension Tenn, 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 Rase Rent) would be for the Premises during the Extension Tenn, 3.2 Within ten (10) days after Tenant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written notice (a "Market Rent Response Notice') electing either: (a) to accept the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice, in which case the FMRR (and Extension Tenn Base Rent) shall be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR (and Extension Term Buse Rent), is which case the FMRR (and Extension Term Base Rent) shall be determined in accordance with Schedule "J-3 3.3 If Tenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt of a Market Rent Notice (o, fails In its Maicel Response Notice to expressly reject Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in a Mai teat Rent Notice), Tenant shall conclusively be deemed to have accepted Landlord's determnation of the FMRR (and Extension Term Base Rent) set forth in the Market Bent Notice. Sol &'Chic Center Dr-00- nf.SrrntnAna Lerem -'. Fxlnibil,l Schedule ",1-2" Rialit of First Offer I Ora . Subject to all of the terns and conditions of this Exhibit "J" 'Tenant shall have the right (the "Right of First Offer"') to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) of any time during the Term, The "First Right Space" meur5 any space on the second (2"d) Boor of the Building that is not within the premises, A portion of the First Right Space shall be "Available For Lease" if (a) Landlord receives a Third party Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (e) such space is not subject to any then existing expansion or ronewal rights of any type that is or are set forth in any lease affecting space in the Project. "A Third Party Otter" means any written offor or proposal for the lease of all or any portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on terms that are acceptable to Landlord (excluding any such offers or prnposnls that either: (i) relate to any expansion or renewal rights that are set forth in any lease affecting space in the Project that exists as of the Bffective Date or (If) are for the renown) or extension of the tern of the lease for any then existing tenant of the applicable portion of the First Right Space). Procedure for Offer and Accentance. 2.1 First Offer Notice. Subject to tine terns 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 (the "First Offer Notice"). The First Offer Notice shall also: (a) describe (and state the Rentable Area of) the portion ot'the First Right Space that is then Available for Lease (the "Offered First Right Space"), (b) state the date (the "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) state Landlord's determination of the economic terms (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (the "Offered Terms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be coterminous with the lease for the Premises, provided that; (i) if there shall be less than five (5) years remaining in the Term as of the at the Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising all Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule J-2" to lease any portion of the First Right Space for which the Offered Space Scheduled Commencement Dote will occur during the last five (5) years of the Tenn 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 'renmut's Acceptance Notice, Tenant may exercise its right to lease the Offered First Right Space identified in any First Offer Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery of lore applicable First Offer Notice, vvritten notice ("Tenant's Acceptance No(ice") slating that Tenant accepts Landlord's otter to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to_Landlord-within-five (5)-lbuslrles"Nys after Undlords deliveiy� l` any-Fiu sLCMrl3o&z,limabeing of the, essence; dneu subject to Section 15 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space and, Landlord shall be free to lease the Offered First Right Space described in die First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlod in its sole discretion may desire. 23 Landlord's Obiiaation to Re -Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms [lint are more than inn percent (10%) more favorable (on an annualized net effective rent basis) than the Offered Terms specified in the First Otter Notice, subject to all of the terms and conditions of this Schedule ".I-2", Landlord must re-offor such Offered First Right Space to Tenant on the more favorable economic terms by delivering another First Often Notice with respect to such space in accordance with Section 2.1 ol'this Schedule "J-2" and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 112(b) of this Schedule ".I-2" provided that Tenant shall have only Five (5) business days after receipt of any such Fhst Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First Right Space that is re-off'orcd to Tenant in accordance with this Section 2.3, Term; Rent; Other Terms. 3.1 if Termnt duly exercises its Right of first OITer in accordance with this Schedule "J-2" with respect to any Offered First flight Splice that is identified in any First Ofrer Notice (;my such space "Lensed First Right Spam")- then: (a) the term critic 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 Lensed First Right Space, (b) the expiration of Tenam's lease of the Leased First Right Space shall be coterminous with the termination of the Lease I'll- the then existing Premises, (a) except as expressly provided to the contrary in this Schedule "1-2" , the renmining terms of Tenan Cs lease of such 1-cased First Right Space shall be the terms and conditions of this Lease (provided that all provisions of [he Lease which vary based upon the Rentable Area ol'the Premises shall be adjusted to reflect the addition of the Leased First Right Space to the Premises) and (b) Landlord and'Tonant Shull reasonably pronmptly thereafter execute an amendment to this; Lease fir such Leased First Right Space upon the terms aid conditions as set forth in the First Offer Notice, subject to the provisions orthis Schedule ".1-2" 3.2 The monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Bent") shall commence on the applicable First Right Commencement Date and shall he equal to [be product of: (a) the number of squmn Icet of Rentable .Area contained in such Leased First Right Sparc and (b) the FNIRR Wr such Leased First Right Space, Uhl the applicable Acceptance Notice, l'ennnt expressly rejects Landlord's dalenrinatiun of the FNIRR (and RQFO Reno for mho applicable Leased first Right Space, [hen the FMRR and ROFO Rent) for such Leased First Right. Spnce shall be determined in accordance with Schedule "J-3". provided that if' file FMRR (and ROFO Rena for any Leased First Right Splice shall not be determined .ors ortbe First Right Commencement Dale. the parties shall utilize Landlord's Submitted FMRR (defined below) to determine the ROFO Rent for the applicable Leased Fist Right Sparc, and if l'enunCs Submitted FNIRR shall be ultimately selected pursuant to 901 If' Ovie Center Dr-C'ib, nf-Sanm anu Louse .3- Fshibit .1 Schedule `9-3", Tenant shall be given a credit against ROFO Rent next due hereunder equal to the amount of any overpayment. If ]'an ant fails, in the applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (and ROPO Rent) set forth in the applicable First Offer Noil ce, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Reno for the applicable Leased First Right Space as set forth in the applicable First Offer Notice. Notwithstanding anything to the contrary herein. Tenant shall pay Additional Rent with respect to any Leased First Right Space in the same manner as f'or the Initial Premises, including, without limitation, in accordance with the provisions of Section 4.2 of the Lease, and Tenant's Percentage Share shall be increased to take into account the expansion of the Premises to include such Leased First Right Space, 3.4 Delivery aril Contrition of Leased First Right Space: Deliver • improvement. 3.4,1 Landlord shall endeavor to deliver the Leased First Right Space to Tenant on or before the applicable Offered Space Scheduled Commencement Date (as identified in the applicable First Offer Notice); provided, however, thot 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 [his 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 worse, supply any materials or blear any expense (including the granting of any allowance to Tenant with respect thereto) to prepare any Leased First Right Space for Tenant's occupancy; provided, however, that: (a) Landlord shall cause the Leased First Right Space to be demised prior to the date on which it is delivered to Tenant, said (b) to the extent (and only to die extent) determined in connection with determination of the FNIRR for any Leased First Right Space: (i) if such Leased First Right Space has not, prior to the date the same is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent f}ee construction period (with respect to the ROFO Rent payable for such Leased First Right Space only) for the construction of the initial Leasehold Improvements (if cry) in such Leased First Right Space, and (D) Landlord may grant to Tenant an improvement allowance to be used for costs that are incurred in connection with the construction of the initial Leasehold Improvements (if any) in such Leased.First Right Space, The construction of all Leasehold Improvements by Tenant in any Leased First Right Space shall comply with the provisions of Article to of the Lease 801 N, Civi<C¢nter De—Cip oJ'Smnn .Imr Lease 4- 1?%hihil I Schedule " J.3" Determining FMRR. Fur purposes of 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 of the FMRR for the Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Term on or before the Outside Agreement Data (defined below). If Landlord and Tenant are unable to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date, then the FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 ofthis Schedule ".f-3". The "Outside Agreement Date" means the dale that is ten (10) business days after the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has rejected Landlord's initial determination of the FMRR for the Extension Term. 2 If Landlord and Tenant shall fail to agree upon the FMRR for the Extension Term on or before the applicable Outside Agreement Date, then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its thin] determination of the FMRR for the Extension Term and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FMRR," respectively) in accordance with the following: 2.1 Landlord and Tenant shall euch appoint one arbitrator who shall by profession be areal estate broker who shall have been active in the leasing of the Project and the Comparable Buildings over die 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 Want FMRR for the Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule ".I-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 arbilratorwho shall be qualified under the sume standard as described in Section 2.1 ofthis Schedule ".W" (with respect to appointment of the initial two arbitrators). 2.3 The three arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's Submitted FMRR and shall notify, Landlord and Tenant thereof, provided that (a) if either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule J-37', then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR for the Extension Tern and notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (15) bushaess day period, and such wilitratm's decision shall be binding upon Landlord and Tenant, and (b) if the two mbitretors fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an mbih afor, then due appointment ot'the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions of the American Arbitration Association (tire "AAA"), but subject to the instructions sal forth in this Schedule'9-3". 2.4 The decision of the majority of the three arbitrators (or in the ease of a decision mnde Under clause (a) or (b) of Section 23 ofthis Schedule'?-3", the decision of the single mbitraloror the arbltrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be nomoppealablc, and counterpart copies thereof shall be delivered to Landlord and Tenant. A,judgment or order based open such award may be entered in any court of competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to varyr modify or amend any provision ofthis Lease. 2.5 Landlord and Tenant shall each bear 50%of the cost of the arbitration described in this Section 2 ofthis Schedule" S-3". 801 lf'Civiv Cenh!r De —CIO, of anai rile, Lem¢ -5- G<hibq.I EXHIBIT "IN EVr OI1OVV SICN 1. Crant of Wallis. In connection with Tenant's lease ofthe Premises, subject to all of the terms and conditions of this Exhibi "K", Tenant shall hnve the non-exclusive right to cause Landlord to display signage (the "Eyebrow Sign") identifying Tenant by its Business Name (defined below) oil the Building in the location described in Section 2.1 of this Exhibit "V. All of the Tenant's rights under (]its Exhibit "K", are personal to the Original Tenunl 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 ofTenanl that not an Objectionable Name. •'Objectionable Nnme" means any name that: (a) relates to an entity that is of's 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 all institutional quality landlord of a building comparable to the Buildings in Downtown Santa Ann, taking into consideration (lie 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 Permit; 2.1 Subject to Section 2.2 of this Exhibit'W below, The Eyebrow Sign shall be located on the "eyebrow level" ofthe 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 lbe Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion, In addition, all of Tenant's rights under this Exhibit "K" with respect to the Eyebrow Sign shall be subject to: (a) the receipt of and continuing compliance with all required governmental permits and approvals (and the submission of copies thereof to Landlord) required for the installation and continuing display of each of the Eyebrow Sign and (b) the continuing compliance of the Eyebrow Sign with all applicable Laws, 2.2 Landlord shall have the right, in its sole but good faith discretion to; (a) position and/or reposition the Eyebrow Sign on the Building in any manner as it shall reasonably determine (provided that such Eyebrow Sign shall be located on the side of the Building described in Section 2.1 of this Exhibit "K' above) and (b) place on or about the Building or Project (or on other signs for the Building or Protect); (I) the name of (and/or other identifying information for) Landlord, the Building and/or Project or (ii) such other names, business names, wade names or affiliate names representing such other tenants or persons, in either use, as Landlord shot] detemtine in its sole and absolute discretion, 3 Cost and Maintenance. The Eyebrow Sign shall be fabricated and installed by a contractor retained by Landlord, find shall be operated, and maintained by Landlord. Tenant shall, within ten (10) business days following Landlord's demand therefor, reimburse Landlord as Additional Rent, for all costs and expenses actually incurred by Landlord in connection with or relating to the fabrication, installation, operation, innintennnce, repair, and eventual removal and disposal of the Eyebrow Sign, including, without limitation, the cost of utility charges and hook-up fees (if applicnble), permits, and maintenance and repairs. The terms of this Section 3 of this Exhibit "K" shall survive the expiration or earlier termination. of this Lease. Terminatiom Removal. 4,1 Notwitlistanding any provision of this Lease to die contrary, by notice delivered to Tenant, Landlord may, at its option, elect to terminate all of Tenant's rights with respect to the Eyebrow Sign; (a) at any time that the Original Tenant (together with any Permitted State & County Transferees in accordance with Section 11.1.2 above) is no longer leasing and occupying 20,000 RSP in the Building, (b) if this Lease is assigned to any Person, or (a) if any Event of Default occurs, 4.2 Upon die expiration or earlier termination of this Lease, or alter termination of'TenanPs rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tenant's sole cost and expense remove the Eyebrow Sign from the Building and cause the areas in which such Eyebrow Sign was located to be restored to the condition existing immediately prior to tine placement ol'such sign (subject to ordinary wear and tear). ]'client shall reimburse Landlord for all of its costs incurred in connection therewith in accordance with Section 3 of this Exhibit "K" above. The tens of this Section 4.2 of this Exhibit "K" shall survive the expiration or earlier termination of this Lease. 801 H'Clvie Cenler Dr —Gill' ofSanta, n t Lensd -I- Exhibit K EXHIBIT "LP STATE REQUIREMENT'S I. If opplienble, Landlord will provide a Seismic Certificate of Applicable Code in the fmnm described in Schedule "LI" with respect to seismic adequacy. 2. Landlord has provided the Accessibility Survey with respect to the Premises and the path of travel (Porn/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 (Item 2) (install an intercom system that will alert dedicated personnel to assist those in need from the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clearance); and (d) Form IG (update the 2" floor restruoms). The condition identified in Form 8 (Stairs) will not be corrected, and is accepted by Tenant as an acceptable hardship. 3. Landlord will additionally provide a Verified Report Form G following completion of construction. 801 WClnrc'Center Dr—Clp, nfSmua Ann 1-Pll,Se -I- Fxhihil K Schedule "L-1" Form of Seismic Certiflente ol'Applicnble Code [attached] 3461)5411234.1751 -1)- 14 November2016 BJ# 1610377 William Lee, Vice President Ocean West Capital Partners 315 W. 9" Street, Suite 808 Los Angeles, CA 90015 srauarurrAL Subject: Seismic Certificate for California Department ofGeneral Service A CIVIL 801 Civic Center Drive 6NOI Nii HAS Dear Mr. Lee: Attached please find the Seismic Certlflcate requested by California Department of General Service (DGS) for the 4 story building at 801 Civic Center Drive, Santa Ana, CA 92701. The building was constructed in about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or conditions listed in the certificate, The bullding has the condition of: Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building 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 3.2 of FEMA 352 Indicate an Investigation of beam -column connections Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, discon0nulty or Irregularity that may be present in the building may affect the performance of the building in the event of a large earthquake. Our professional services have been performed With the intent to meet the degree of care and skill ordinarily exercised by reputable structural engineers practicing in this or similar localities. No other warranty, expressed or 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. o✓' Ryan 'shoff, S.E., LEED AP Princl I Attachment: Seismic Checklist Seismic Certificate G:\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic CeitiFlcate lettecdoc 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 well (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories 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 Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of Section 3.2 of FEMA 352 indicate an investigation of beam -column connections is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g., excessively cracked and/or spelling concrete walls or foundations, wood dry rot, etc. Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request. Name: Firm: Telephone No: License No: License Expiration Date; Ryan Bishoff Brandow & Johnston, Inc. 949-862-8510 SE 6250 06/30/17 11/14/2016 Signature Date Comment: For a building not qualifying under the above criteria; an Independent Review must be performed. RELPS Option 2 30 April 09 SEISMIC SCREENING CHECKLIST Reviewer Name Pro)ec6Nb Total Bldg. Sq: Ft. Agency Total Lease Sq, Ft.. 'Location Hours of Use 1 Retrofit since 1976 No further screening required if documentation of retrofit Is provided. 2 AG Ty e of Bullding & ae of Constructlon Tilt-Up8d4aa',o Pre 1933 1933 to 1976 tY37�$x`u_.;r"--hd'd�Lry§sr�'I Post 1976 zi Score Masonry 10 8 1 Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steel 7 3 1 1 3,Height ,of13001ng,In.S�orios . Max. number of stories allowable for screening Is6. Assign one point per story, I.e., 1 min., 6max. 4:.Seismic1ty Assign points as Indicated for counties as grouped in a, b, & c below (a) 12 points in Los Angeles, West 1/3 of San Bernardino, Contra Costa, Riverside, Santa Clara, Alameda, Ventura, San Francisco, Marin (b) 9 points in Sonoma, Santa Barbara, San Mateo, Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Sclano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. (1.6) 12 9 3 5.4`onfi4urafian (Verticalf:i ® e� ® 0 ®gym v 5 8 7 10 7 1 7 All other configurations 1 6 Configuration (Plan View) t 7 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; lock 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 28 Total score of 20 or above requires standard seismic certification. copy of Sm,mc O.Oi,m -wm.ws Schedule "L 2" Accessibility Survey (nuncheelj SO/ lI%Chic Caner Dr— Qy of Saufn Arrrr Leaso _ I - NNW( K amia Sam) pmi<way 4lnvmr Get, VA GK.62' ditlH"xil�e;i+i. ale flauU, raoworg&' Loc MgrAow %oA0cQ pAUW71 1 5m CIAM Rol' • Rl 1111Yi • A 1ror ATi k jgant .WW1 Kwor 11 Amu,,„WN, iX hr iz,«, CA o202 f' 1r{.4 iM". a'xYmiil nfilYM rivat Ism March 10, 2017 S nFluncenm,CA&tlne Mr. William Lee aria+us Rmare i s,«m,,umlx 1W Irnlirf, Now Joro, KB3n Vice President +'6;rf�xf Ocean West IMFz612WSIr 01, Slh Flwt 315 W. 9th Street, Suite 808 NowyN2Win t i Los Angeles, CA 90015 uxpvsaab'.M RE: 801 W, Civic Center, Santa Ana —Accessibility Checklist RESD Project Number; 142056 Dear William, Upon review of the accessibility checklist and survey of the site conditions, below is a summary of our findings and recommendations for correcting the non -compliant Items. In particular, remediatlon work for 3 specific Items on the list would have significant Impacts on other aspects of the building. Such impact is listed for your consideration. =S 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 9 (Form 30) Items 1 thin 2 o Condition does not apply if accessible parking is relocated J Curb Ramps (Form 4) Items 1 thou 2 o Condition does not apply if accessible parking is relocated .! Drinking Fountains (Form 5) e Drinking fountains are not required if tenant spaces have potable water access of occupants. Ramps (Form 7) o Condition does not apply if accessible parking Is relocated .:: Stairs (Form 8) o Stair risers are %" higherthan code maximum. Remediation would require the reconstruction of the stairwells. The California building code has an explicit exception that would allow for such condition (118-210.1 Exception:2) provided DGS accepts this as hardship, Building Entrances and Exits (Form 10) o Pravlde required signage and adjust door closer 3!1! NCii•ir C'rer¢r Pr— CilP n/'Snnfrc �4ur Lens'e -I- G<hiba 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 Toilet Facilities (Form 16) o Rework as required Signage (Form 19) o Provide Signage as required Alarms (Form 20) o Rework fire extinguisher cabinet Sincerely, Dickson OI, AIA Project Manager Page12 3469WA,1234. 1751 -2- EXHIBIT r'M" APPROVED GOVERNMENTAL ENTITIES State of California— Employment Development Department State of California— Department of Rehabilitation County of Orange — Social Services Agency SER Jobs for Progress — Title V Grant; Private Nun -Profit Rancho Santiago Community College District • Santa Ana College Goodwill Industries Cornerstone/Job Corps W I Ovie Center Dr—Cilp �(Sarrhr, I+ur Lenaa _ _ Lshibis K TABLE, OF CONTENTS Page ARTICLEI - DEFINITIONS............................................................................................................................................I.........,..,........ 1 ARTICLE 2 - LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS.................................................................................3 ARTICLE 3- DELIVERY; COMMENCEMENT: TERM; SURRENDER; HOLDING OVER............................................................4 ARTICLE4- RENT AND OTHER CHARGES.....................................................................................................................................4 ARTICLE5 - TENANT'S TAXES.........................................................................................................................................................5 ARTICLE6 - SECURITY DEPOSH....................................................................................................................................................... 5 ARTICLE7 - USE OF PREMISES ................................ .... "................. ......,..,.............. .................... ............ .... ........ .............................. 5 ARTICLE8 • UTILITIES AND SERVICES.......................................................................................................................................... 6 ARTICLE 9 - MAINTENANCE AND REPAIRS., ........................ .................................................................... I'll- .............................6 ARTICLE10- ALTERATIONS...............................................................................................................................................................6 ARTICLE 11 - ASSIGNMENT AND SUBLETTING..............................................................................................................................7 ARTICLE 12 - SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................ 8 ARTICLE13 - CASUALTY; TAKING.- ................... ................................................ ....... .................... ......... ............ I-- ..... .......... ........ 8 ARTICLE 14- INDEMNIFICATION AND INSURANCE ...... ........ ..................... .................................. ............................................. — 9 ARTICLE 15 - EVENTS OF DEFAULT AND REMEDIES.................................................................................................................... 9 ARTICLE 16 - LANDLORD'S DEFAULT; LANDLORD'S LIABILITY............................................................................................ 10 ARTICLE17- MISCELLANEOUS............................................................... ............................................ ............................................ 10 EXHIBIT "A" Depiction oFthe Premises P.XHIBIT"B" Notice of Lcase Term Dates EXHIBIT "C" Work Letter Amemenl EXHIBIT "D" Rules and Regulations EXIIIBIT"E" Additional Rent EXHIBIT "P" Services and Utilities EXIIIBIT"G" Insurance Requirements EXHIBIT"H" Remedies EXHIBIT `I" Form of"I"mant Estoppel Certificate EXHIBIT "ill Options EXHIBIT "K' Eyebrow Sign EXIIIBIT "L" State Requirements EXHIBIT "Ivl" Approved Govemmental Entities 901 f{'Chie Center Dr-00- ufSanfu Ana Lea° -I- Ta610 ol'('oments