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Item 26 - Increase Spending Capacity for the Homeless Navigation Center Construction
Community Development Agency santa-ana.org/cd Item # 26 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report April 19, 2022 TOPIC: Increase Spending Capacity for the Homeless Navigation Center Construction AGENDA TITLE: Approve Increase in Spending Capacity with Dyer 18 LLC for Unforeseen Tenant Improvement Costs Relating to the Homeless Navigation Center (Non-General Fund) RECOMMENDED ACTION Authorize the City Manager to increase spending capacity with Dyer 18, LLC for tenant improvements at the Homeless Navigation Center, in the amount of $1,200,000. DISCUSSION On March 2, 2021, the City Council approved a lease agreement with Dyer 18 LLC for an industrial building located at 1815 Carnegie Avenue to be used as a homeless navigation center. This lease agreement included tenant improvements (construction), as well as a purchase option. The original tenant improvement costs were estimated as $8,500,000 with an additional contingency of $850,000. On February 15, 2022, the City Council approved an additional $2,000,000 to complete the project when it became apparent that the original tenant improvement estimate would be insufficient to complete the work on this site. Since this time, unforeseen conditions have continued and have impacted costs. Pandemic-related supply chain costs and changes to scope have had the greatest impact to the increased costs. Not only was there a disruption in service when goods were unavailable, but there was also an increase in costs of materials. The totality of issues at the site have created these unforeseen financial impacts and necessitate increased expenditures. The contractor reports remaining tenant improvement costs to be $2,017,391. At the onset of the agreement with the contractor the City payed a retainer of $850,000, which was to be used at the conclusion of construction. The total additional spending authority needed will be the anticipated costs, minus the retainer requiring an increase in spending authority in the amount of $1,200,000, for a total construction of $12,550,000 to complete tenant Improvements and allow occupancy. Increase Spending Capacity for the Homeless Navigation Center Construction April 19, 2022 Page 2 2 6 1 0 At this project’s onset, the general contractor made assumptions that certain portions of work had been completed by the prior contractor when estimating tenant improvement costs. As the construction progressed, it was determined that many of the items believed to have been addressed by the prior contractor had not been completed and needed to be added to the scope of work for current tenant improvements. Those costs, coupled with both increased labor and materials costs, have escalated total costs. FISCAL IMPACT Funds in the amount of $1,200,000 will be available, pending City Council approval for appropriation adjustment, in the Homeless Housing, Assistance and Prevention Program (HHAP) 3 grant, Payment to Subagent account (no. 12218717-66200) for expenditure in the current fiscal year. EXHIBIT(S) 1. Lease including Addendum 2. Schedule of Values Matrix Submitted By: Steven Mendoza, Assistant City Manager Approved By: Kristine Ridge, City Manager MAR O 9 2021 Q: C,DP\ l•') (1-{vv'I -�q,,t,,,-_�)ft'\" -QUIRED ii� OGE•:) AIRCRS STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE -NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) I. 8'ulc Pr011lllons f'B11lc Provision,•). A-2021-028 1.1 Put1ei. This Lease ("lease"), dated for reference purpom only March 1. 2021 . ls made by and between DYER 18. LLC ("l.au or") and -1!:if... CITY OF SANTA ANA ("Lusae"l, (collectlvoly tho "Putiu," or lndtvldually a •Party"), 1.2 Preml1es: That cenaln real property, Including all lmprowm<,nls therein or lo be provlded by Lessor under the lorms of this tease, commonly known as (street address, city, state, zip): 1815 EAST CARNEGIE AVENUE. SANTA ANA. CA 92705 ("Premises"). The Premlm are located In the County of ORANGE , and an? generallydesc rl>ed as (dewlbe briefly the nature or thepro�rty and, If applicable, the "Pro)Kt," If the property Is located within a Project): AN APPROXIMATE 29,503 SQUARE FOOT FREESTANDING INDUSTRIAL BUILDING • (See also Paragraph 2) 1.3 Term: .li._ years and .Q__ months ("Orlalnal Term") commencing March , 2021 ("Commenc.emem Date")and ending Januar y 31. 1Q12._ ('bpi ration Da�•,. (Ste also Paragraph 3) 1.4 Early PM!e'5lon: If the Premises il/e available Lessee mav have non-exclusive possession of the Premises commencing .!:lf.L ("Ear1y Pouaulon Data'). (See also Paragraphs 3.2 and 3.3) 1.5 Bue Rant: $61,666.00 �r month ("Bese Rent"), payable on the � dav of each month commencing SEE ADDENDUM , (See also Pora graph 4) D If this bo,<ls checkod, tha111 are provtslons In this Lease for the Base Rent to be adjusted. s.., Pua graph SEE ADDENDUM 1.6 B•Je Rent and Oth■r Monios Paid Upon fxecut1on, (•I Bo<• Ront: $61,666.00 for the period 1ST MONTH RENT . (bl Security Ooposlt: $200.000.00 ("Security Deposit'). (See also Paragraph 5) (c) Assoclat1on Feu: __ for the pertod __ . (d) Other: for(el Total Due Upon Executlon olthls LUSI!! $261,666 1.7 Ag�ed Use: EMERGENCY HOMELESS SHELTER AND ANCILLARY USES . (See •lso Paragraph 61 1.8 lnsurlna Party. Lessor Is the "Insuring Partv" unless otherv.!se nate<I herein. (� al10 Par•sr1ph 8) 1.9. Real Estate Brohn. (See also Paragraph 15 and 25) (a) Representation: £.!ch Party acknowledges receiving a Dis.closure Regarding fteal Estate Agency Relattonshlp, conftrms and consents to the following agency n?lat1onshlps In 1h15 Lease with the foll owing real estate brokers ('Brokar(s)") and/or their agents ('�nt(s)"): Lessor's Brokerage Firm J:Y.A_ Ucense No. __ Is the bro�, of (check o�): D the Lessor; or LJ both the Lessee and Lessor {dual agent). Lessor's Aaent Jjj.A_ tleense No. __ ls (check onel: D the lessor's �nt (salesperson or broker associate); or D both the Lessee's Agent and the Lessor's Aaent (dual agent). Lessee's Brok<irage Firm J:Y.A_ LICEnse No. __ Is the broker of (cileck one): D the Lessee; or D both the Lesseo and Lessor (dual agent). t.tssee'sAgent .1:Y.A_ UcenseNo. __ ls (check one): D theles.ee's Agent (salesperson orbrokerauoclate); or D both the Lessee's Agent and the lessor's Agent (dual agent). (bl Paymentto Brokers. Upon execution and delivery of this Lease by both Partlei, Lessor shall pay to the Brokers the brokerase fee agreed to In a separate written •ereement (or If then? Is no such agreement, the sum of __ or __ l$ of the tocal Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor. The 9bllg;i�eA, 9f lhe Lu,oe u�der 1h11 bea,e a,e lo be gya�•leed lly l'i&__ ("Gua�ntor"). (� also Paragraph 37) 1.11 Attachments. Attiehed he<eto are the fonowtng, au of which cons11tute a part of this Lea�: � an Addendum consistlng of Paragraphs S 1 through 70 ;D a plot plan depicting Iha Premlso,; ---- 0 a current set of the Rules and Rtgulatlons; D a Work Letti,r; D other (specify): _ . 2. Premises. 2.1 lett1n1. Lessor hereby leases to Lessee, and Lossee herebv leases from Lessor, the Premises, for the tenm, at the rental, and upon all of the terms, covenants and conditions set fonh In this Lease. While the 1pproxlma� square footage of th• Premises may have been used In the marketing of the Pn?mlses for purposes of comparison, the Base Rent stated herein Is NOT tled to square footage and Is not subject to adjustment should the acl\lal site be detenmlned to be different. NOTE: lessee lsad...tsed to ""'"ly the actual Jilt prior to uecut1ng thls Luse. 2.2 C0<1dltlon I u,o, ,�all dal�·•r U,11 P,oml••• lo LIHIIG Ii••-claao aAd lru or d1b1lc on lho C::gmA1oncemen• Olla or \ho ,a•!\< RomK£1oo Dato, •uhich, .. o, ""I°''�" ("Stul Date"), and. iO lgne Ji lbt �qllltod (tP•lca cgntn.u do,e<lbod In Racasc:apb l J(bl below a•o obt:llnad by I OIIH ••d I• •ti••' wlU>ln thiny d11•• fQllowlAS lh• Stut 01t11, IN�FUAt, thal th:a ex!,dne electrkal pl11mblne, ffce ,pdnklac, UshdPS, hazdAfl, uonOl?ctne and ]It rcodldoPIP8 P;IIQMf , ... HW:C .. ), toadlne door,, wmp pump,, If JQt,: and 1H other wch al&t=PGAU In tha Premlcos, other 1h10 tbctt con11cuc&ud by I eu,a, 1h1U be lo send opent1oe condition on nid date, INITIALS © 2019 AIR CRE. All Rights Rese rved . STN-27.30, Revised 11-25-2019 INITIALS Last Edited: 2/25/2021 9:53 AM Paee 1 of 16 EXHIBIT 1 �.w� 11lomt11U ,;ii U1Q FOOf1 b1111,lne iu•II�� b11lldlA91 IIR O:u1 P:i11ml111, 11h11 •lil1llldlRl''l 'llallt10 IFIIO 11imaioi:1a1 QQ(o�c, IRd I bat 11111 J;lq;ifl:li,o, d11 All' COAtaio lma"'Q' 11,,1,11 r;il art1it mold u� hlASI dliljjAalt a, iOklG U�IIF appll,ablt ttalQ o�t11donl lau1 II I IHIA ,oMplUACI 11�U1 ,aid• ,a�taAt\l 11111,h a r;il tl111 :iila� Ca111, QF 1(1,JAQ c;il,11,11 51i11,11m1 Q� tlll1¥111 Rl11llo1dd mali:uRGIIQII 0� f:all l!illhlR th, app�gp�la�l!.lli1PIFl11d, IMUU ,lull, iiU 11111;1�•, 1,;il1 i;,bllaatioA mil tHpact '" ,u,b i:J!latler, 11�,,pt a1 Olbc,p,�u pt�1lded I� till� Lt.IHI, PH1mptl111 .... �,."Ip, 11IMilt1R Aet'l,'i hulR L'illllQ HQ:IA9fo,:t;II ulth ,pocl�cil11, 11111 Aal ·� a Rd ,�unt QI IUdl A.iR ,i;,mplla11u, l'IUll.iRCIIQI\ i;,i hilllFI, ,,,tj� HAUi ill I HIIH'I IIIPIRII ♦ha mamRttii pQJlod, ,111:dl be a1 flilllo u1• llf 'i MIIAtb; a, io lhe �H�C li')'IWIM a11d11·1 ao day(, u IQ 1�11 J11�a�11u :u�d Qlbll� eltAIQAtC Qi llit 011lldl119 lfl 11u1111do111 ""' e�� I 111u11,,h1 uq11l�d A1,1il;i$111i • 111:i!R lblll app,"p1h1ta _.,ainn,;v p111,10d, cou111ct1011 ol :IQ\i £11Cb AOR compllanc4rmi!f11ract'lo11 ocl�IIW�Q ,hall ba 11141 olllleau,m lill I.IUH a, la11111'1 ui1 11,lill� ilAd QlilPllillli I IIHQ�al;a 111:ur;a11t,, lhiiil uAtu�,poi::lfl ttd 111 1 1Fld11e, ,ou11i 11 1,11111,,-�, "' (I) a1s� ,111,11Fdad Jlol:l'9ti of i;t1f;i11h Ut•�ill9 the ll�m1111; (OI a11•/i£1i11!Aqw11111t ;mouAU d\.11 11Ad&F aA'JI h1-aA HC11nd b1i1 llu llto:olHlj a1-1d (HIJ iA'i' ba11kc11ptc11 �QCUdlns a#KliAQ UH P:�mlm n CompUIACI um�c wac�"u U1U lo 11:ifl bell QI It, kAQ111led9a ,1:ie ln:ipfOllflffllilBII QA ,1:i, J:IIQA:!IU, comply1i1d1t:i tbQb11Udl119 aid,ac, appllcablll--bwtr CG¥r.11a11t1 o, i111hlctioA1 al �11,o,d1 �•ewlulo�1 a11d o,d1011;u l"Aippllcabl1 ••111ll111i11rat1•J1l1a1 u1ot11 In ialfQ" ai the UMlllthat G�Ch lmp�110R"1111t, QJ pQ�oci lh111e1,1ti•lill GIOIUIAu;tad ,aid .. a,:i:;111ti,do111 ROI ilP P�• IQ Iba U"I lo mbl,b I 11uu 111111 p11, th• ll�ciml,111, 1r1odlft1aliG1ll II Rich May bl ,equl,1d by -�II '-m11n,aA, U�I Oi1ablllt1e, Act IU aR')l 1hi::1Uatla111, u a ,111111, of Lt"H'I 11sa {u110 llii1�8APR "111il, o, IQIRII �llae.tiMOAS gc lll:ilb111 IAll/illllalloiu las def.li:i,d IA llil�e1aph � i(:111 mad a 01 be made b¥ I�"" WO.ll· leu .. h 1'41tfl0Atlbl, fGtdthflAIAIRfl u1h1,111,oJAOt 1111 Appll"tala A1 qull'.t!AIIRU:, IWld Hpltililll•1 thl IORlRI, 011 o!PP�Op�lu, to, LQUI a'• l"h�·• sl i.tllP, tf1 d ISIIA01ul1il111 ll:ld p11, ... ei •• Pr.tmllll "''¥ llQ IOAllt Ila 11llau .. di II th P11mli11 do ,ici\,o�pl1,u II� ,aid 11HaiAl11 I lillll�F 1hall1 .�,.pt Iii Qll:!11:1..,1,11 p,�•ld11d, pm11p,1-,1 ,r..e, Fl(;ilpl ;if • il�IA FIQ�C8 ''"� �HHI ICl�A8k1Rh "'"h ,p111i;llldli,1 Iha Aalijlt�lld 11!11:�aRI at 111eti AOR GQIJlpli;ii:1,11, ,.ctj lhe nMa all emu', ,�pque If Uln1t dOH AOte"•e IQIHF IUflU1111 ROtlGlll of a ROA compllaRttnil\h Ihle "13HilPl'fWIUIIA 5 MOA\l:IS Jollo,11lR8 Iha Sl?tt Date, • ' ,oua,tloR of \hal AQR CQA1pllaR,1 cl:lall ba lhQ obll&IIIQA ol I QCIQII al LH 1111', 11111 COi\ a�d 11-PQAIQ It 1h11 llppll;abla R1qi1ll'Ql'HAh .,,. l:i11�a"•� cha119'id 10 II lo J411q11il1 d11�i11e Iba IQFIA olth11I IHI u,, CQQ&;\Fl"lloA olaa adidlilon 10 Qt a11 allouUOA o,,�. Ptemh•• 111�, 11u;i,i11s, Ille JIIJ!tdlaij,an ol 111r, Wn1Fdg115 $11b11aA, gr Iha culnfom1maAI or othrphyalutModl",alion ot l�t 1111111 Pf11ml,es a11cl1!or 9ol1iilln&\�C,pltrl Fv1Rd llnr,"), I 11,0F and to,111111haH allqG?Ut the con of uech .........i.u..... l•l S11bj11=110 �llfl4'♦Ph ::ta(,) btlo 111 ii ,11,h C.ipll;il li-flllll'lillum ai:a i11qol'ld iii a Jlll?.l!t Ql ihe ;pQd�� a Ad unlqu• 1ice ollh1 �tllmh;u � I 11"1111 ;H ,;oAip;i,ed uUh 11n1 b)f le11.r1AU. IAl,8AIIU� I HIH ,ball blil fl.ill�, FIIIPOASlble to,the COIi U1mg(1 p��ded1 hcu111 Iii lhat � ,1.1,h Caplhl liKPlilAdhi,io II u,iq11lred d111in •U111liUI ;I '/NII of lh¥ Leaae aAdtha ''"' Uuanel IMUOdl 'AIC1Alh1 ' ua,. Ren,, Leuaa AIWIA5teall IOR'fllAat• lllls I HUl!IAIQU I Q[[gr ROtUI• leHH, IA Olf'IU"S• l&dtbln 10 da:111 ahet oaii:Qlpt of I essea 1s tatOlh:iatloo ootlte tbat I es sot bas reled:ed ta pay: tba dlffmooca beblll8RQ tba act11al out 1b1ar1:.af ood 01:1 aD.'li:1111111 eq11al to 6 mQAlhl' Uuo Roni ltl """° ole�• IIIJ:IR!Aal!OA1 I"""" 1ball lMM8dl1ttlt1 ,oa11 the u;o el the A,1 l'Rl[II iuhl,ll IQq1�m 111�1:1 (;a pH al iMpQ11dlh.!!8 a.Ad d11Ui1111 IQ' IIU QI O<fittQA AQtt,o CjUl�ilyi119 a teFAW\ltlQA d1�1 U Ira a" gQ 0�1 tho�•·'"� ii ,R &11 ,mi111lfllA ilat'I Sl:illll1 l:l(WIIP<lr, Ip M 9'Nolf4 b■ e.irUarOnA \hQ Im d)l.' lhat l.lilUll6- w.uld lo5al!>f I 1dlhe lhe ll:�lm u,,jUu;11,t 1:lilPlMIIAdAQ ""'b '"Pihl £�p■Adltu�llo !bl 11,,"h C.apllal iilpeAdlt111111 IS AO& till �111111 gf 1Rlil 1pe,iMG aAd flAlqwo OIQ � tho P�tlilllHIII by I ti UH j111d1a1, 6Qrllllo�IIRHlPlalb; maAdat11d llilhmlc modlh,)dORII, tb11a IQ""' ,b;II p)ytot 111,R Ca�llal hpuAdil,1111 ilAd I lllllllil �ball •A� bl lillilllgalad W pa.111 aa,h AIOAIII dl1FIA&th11 JlrRillAd ■,of Iba Ill� ol lbil lo, liH IA'JI flltlAllllilA lbtffUI� QR Iha dale 11:!at QA,, �1,R ,1:io aa,11 P:IAt 1, di.Iii an if¥lO,ijA, 1q1nl11;1 S,li44tb ol lbll Pll�QA of Uld1 ,one tOUQAabl�t alblb111ablg Ill IRfl Pn11:i:1l1H tec1ee ,�1U p,1\1 l11h1HI oA I.lie balaci,11 but "'il't pi•pillfil, c;ibUe;tioR at a11,, dmra Hi hou,euar, 111d, l;apllal li11p1Ri;ll111,1 l1 Flq •l,ai;I duriPB ,1:i11 la1I i �•11;11 o,I It.ii, L11a[Q Ill II L11uo,�11uo1111blr, d11t111mlRIII ihal 111, Ai:lt l(QJlQml,all\t h1ac lbl1 11:1 p;,,y 111 sRa-e th111i;,f, I 1uo,,hall l:lau11bi1 op"'filll IQ llmllAall lhl& IIUfl 1po gl)d)'f$ p,lotuii:ittQll i:iotica to I QUH l!RIQH IIIHH ROl:ifl11 I HUii, ln11�ll:iA81'' lllllll IOda>ff il�ar ,11;1lpt.ot tes�o,',tHIIIIAll�OQ AQUCfl Illa, I IIUU rnU!pa11 fo�,u� C;ipltal hpendlhu11 If LilUOS (lgu AO� 1l1'll0 ,umlAa,11 ii Ad ia·11; lo, l•RdU IU dmu ol:aR',',mh Cilphal E11p11AlilllllFi, 1,n11111 mil\tadU)ACII ,11,h fl.i11d1 a11dd•d11c, iilmi1 I �,11 ,�tu111, hQ� Mor.RI ui:iijll e,,Q�'li llllUI lilt 111,h ,11111 ti:,. boHA ti1u ,, paid Ill 111189 h l1Aabla '" ilnlA,. I IUOl'I 1b&'-1 0�1, IRlil balaR'9 1,1flbC1 i;liaRI di,11 ud payilWt '4r lht remahcnllilt oftllll L•:u1 le not "•ffi:'tAt lo lullv etlmb, qo I au1111 n ar eU,et b;ul,, ltnH 1halt hw1 Iha riel:11 lo t.rmlnte lh!t I au■ upon �O day, uitllhA ROtiC411 Ir:. I 11"0! 1,1 �let>11l1b,u11dlRR1ha iilttOHt.11 the plll)1 '1IMt cones nine C)phal iixp111dit• r11, ar11 lAttAd11d to appl•tOAif\,O IIIIA ;h 11!1Pu 1111111pe�hd1 and 11,e" to.ppll�able Aeqi,lr4m1111111 If Ibo Capl1,1,I liaipe�dltoiH ai:t iQllll)d hi� LQCCQll al a ,11,wl* of on a,111:I ., pFCpgui;tchane11 IA •11w. �IRftlil IAIIIIIAlll•1 oima, •h Ill J:QQdillc1"QQ IQ lht Pe11m1,11� -t�ll\..tlt�,, L•1••· cb;II 1flh11r· {ll immQdlaUly uau,,u,ll ,hiiApd 1111 11, IAllilAll�t o& use i1Rdflo�lak4, •• ,w QU1ei ,t',lp, a, m:i�"ICHllP,• Ill ol'#ln:wth F1q1111'41Mlttl for t11&b C)pllal hl)Qlldl,11111, or 111tcomplu11 ,ucb Capll?t lillpeAdllOIQ atlll O"!ft o�pecisa l:>a••e 11-11/ tl91:lltl) \trMiAalt lblr l11NII 1 ""H d1all Aol, 11'1"'•' Ir, 2A Acknowleda11:menu. lessee acknowledges that: (a)lt has been given an opportu nity to Inspect and measure the Premises, (bl It has been advl S-l!d by u,ssor and/or erokers to :.alhfy Itself wlth respect to the size and condition of lhe Premises llncludlng but not limited to the electrleal, HVAC and fire sprlnkler sy1tems, secu rity, enviro nmenta l aspects, and compllance with Applleable Requlre menU and the Americans with Dlnb-llltlos A.ct), at\d their sulta bllltv for �s,ee'5 Intended use, (c) Lessee has made such 1rwes«gat1on as It deems necessaryw!th reference to tuc:h matters and aU,um�s 1\1 r1!$ponslbUlty thereto, as Uie same relate to lls occupancy ol the Premises, (di It Is not relying on any repre�nt,11tion as to the slle ol the Ptemlies made by BN>ke11 or Li!S$Of, (el th!) square f-ootlge of lhe Pramlses wa$ not material to Lessee's decision to lease the Prem1Se5 and pay tht Rl!flt stated herein, and (ft neither lessor; uu.so r's agents, nor Brokers ha,.,e made any oral or wrltten ropresentaUons ot wam,ntt es with resp eel to $aid ma tters other than as $el fo rth In this t.tase. In additio n, Leuor acknowledges that: (i) Brokeu have mode no reprMentatlons, prQmlses orwarr-antli!s concerning Le s:seu:1s abllltv to honot the laase or su!tabll11y to OCOJPV the Premises, and (11) It 1, Lessor's sole responsibility to ln"estl.8;ate the financial �pablllty and/o r rultablUty of all proPQsed tenants. 2.S lessett at Prior Owner/Occupant. TIie warranties made by Lessor In Parasraph 2 shall be ol no forco ot effect If Immediately prloi to the Start Oete Lessee wu the owner or occ.upant of tM Ptem\ses. In suth eve:nt, Limee !hall bt ,osponslblr. for any nocuuary i;orroctlve WOl'k. 3.Te rm.3.1 Te rm, The Commencement Date, Expiration Date and Orlglnal Term ol this Leas.e are u specified In Paragraph 1.3, 3.2 £1rly Po1s11nslon. AnV provision hefeln granting less� Early Pommlon ofth0: Premises Is subje(t to and c:ondltloned upon the Preml$Ci being avaUa ble for such posse"lon prior to the Comtrtencement Date, Any erant of Early Poss�!lon only conveys a non-ei,:_duslYe rll}ht to oc:(upy the Premises. tf lessee totally or par1fally oc:euplM 1ho PNlm!ses prior to the Commenc�m,e;nt Date, the obllgation to� Dase Rent shall be abated fur the period of such Eart-, Possession, All other terms of thls 1..use (lndudlng but not llmlted to the obllgarton� to Pi'/ Real Property la:ites and Insurance premiums and to maintain the Premises) shall � In effect during such period. Any such Early Posumlon shall not affect the Expiration Date, 3,3 Dol•V In Posseui on. les sor agrees lo use Its best commercially reasonable efforts to deliver possession of the Premises to lessee by the Commencement D.lte. If, desp\le said efforts, Lessor Is unable to deliver po$ie55lon by such date, Lestor sti;dl not be JubJttt to anyllablllty therefor, nor shah wch fullurt effect the vaHdltyof this Lease or ,hange the Dlplrat1on Date, Les� iMII I\Ot1 howt11er, be obllsa ted to pay Rent or perform Its other qbllgatlons untll l.e�or delivers posseuion of the Preml$11S and any period of rant abat�meftt that Lessee would oth1nwtse have en.loved shall run from the date of delivery of posseulon and conti nue for a period equal to what le�e would oU,erwl$e haw! enjoyed under the term, hereo f, but mlnus any days of delay caused by the ac.ts or om\$.slons ol ilJ If P•"•,sl oo ll not dellmed within 60 d,y,.fter tho Commencem<nt Dot•c:::,�• e,tendod under the terms of any Work Letter e,.cuted by INITIALS � tCl 2019 AIR CRE. All Rights Rese rved. Lm Edited: 2/25/2 021 9:53 AM STN-27 .30, Revhed 11-25-2019 P.age 2 of 16 EXHIBIT 1 Parties, lessee ma',', at Its option, by noticn In wrlthlg within 10 days afta the end of such 60 day period, cancel this lta,e, In whkh event lhe Parties Jhall be d!sc.harsed from all obllgatlons here under, If such written notice Is not received by lessor within "'Id 10 day pe,lod, Le�,ee's right to cancel shi111 t1Hmlna 1e. If potse�lon of t� Premlsu Is not dellvered Within 120 days afler the Commencement Date, this Lea� shall terminate unless other agreemeilU are rea ch.ed between leuor and Le��ee, In writing. 3.4 l.t!s$ee CO mpllanc,. Let.sot shall not bit required to tender poneulon of the Premises to Le$$ee untll Lessee. complles with IU obllgatlon to provide evld ene11: ol Insurance (Pa ragraph 8.5), Pending del\very of such evklente, Les see $1\ilt bt required to perform all of Its obtlv,tloru 1.1nder this lern1 from and afto,rthe Start Date, Including the payment of Rent, notwith standing Lessor's election to wllhhold p1meulon �ndlng r11:celpt of such evidence of huurance, Further, If Lene* 15 Tt!qulred to perform anv other conditions prior to or conturrent with the Start Oite, the Start Date shall OC'Cur bul les5or miy elett to wlthha!d possession until such (Onditlon sare satbfled. 4, Rent. 4.1 R.en1 Defined. All monetary obllgotfoos of Lessee to Leuor under the terms of this Lea$e (exc,ept for the See:url�y Deposit) ue deemed to be rent ("Rent"), 4,2 P1 ymant, Les.see shall cause payment of Rent to be rl!�lved by Lessor ln l&wlul money of the United States, without offset or deduction (except as spe"cl lkallv perm itted In thls lease), on or before the day on which It b due. All monetary amounts shall be roundl!d to the nearen whole dollar. 1� the event lhat any Invoice prepared by Leu or 1$.!nauume such !nao:uracy shall not constitute a w;ilver and l.Q$sw shah be obllgated to pay the amount set forth in th!s Lease, Rent for anv per!Od during the term hereof whleh Is for hm than one full calendar month shal\ be prorated based upon the aclual number of days of said month, Pa yment of Rents hall be made to tenor at Its address stated herein or to such other persons or place as Lessor may from time to time deslgnale In writing. Acceptal'l(:a of a payment which It less than the amount then due shall not be a waiver of Lessor's rlshu to the balan«t of $uch Rent. rep rd less of Lessor's endotsement of any check 10 statlns, In the el/eol that any chet:k, dnift. or other Instrument of payment gtven by l.ts$ee to lessor Is dlshonortd fo1 any rearon; leuu agre es to pay to Lesser the sum of $25 In addition to any Late Chargt'l: and l1mor, at Its option, may requlre all Mure Rent be paid by cashier's check, paymenuwlll be applied lirst to accrued late charges and attorney's fees, second to accrued Interest, the11 to B;ase Rent, lnsurancl! and Real Property Ta xes, and any remaining amount to any other outstand!ns charges orcos1s. I 4.3 Auoc!atlon Fte5. Intention ally Omitted. In addition lo the euo Qont IEJftOQ sb:iill pvr fQ lesrot e:cb cnonlh ilP amount equal to iP'/ owner'5 100,;l;ill?P or c,;rndoMIPlum Sau le led or aueuod 1t1air1t Ure Arumlur hlC monies skaH be paid at tbe Ulflu time JRd IR •�• nmo maPAar,, 11:ln UM& Rani s. Sllcurlty Dtpotlt. Leuee $1\all depc»lt with �sor upon ei<ec:utlon hereof the Seturlty Oeposltas se:eurlty for leS1ee's felthful performance of Its ob llgat1011sunder thl1 Lease. If Lttiuee falls to pay l\tnt, or otherwise Def au tu under this laase, Lessor may us e, apply or retain all or any portion of Hid 5ecurltv Deposit to f thepayment of any amount already due Lessor, tor Rents whlch wlll be due In the future, and/ or to relmbune or contpens;ate Le uorfCH' any llablHty, e1Cpenst, lo» ordam3ge which Le ssor m;iy suffer orlncut by roason thereof. If lessor uses or appllu all or anv portion of theSecurlt, Deposit, Lessee shall within 10 davs after written request theref-or deposit monies with Le�sor sufficient to restore said SecutltyOe poslt 10 the full amount required by this Lease. H the Base Rent lncroates during Ule term of thb Let le, l�see shall, upon written reqll1!st from lusor, dep0$.lt additional montes with Lessor $0 that ttu, total amount of the Securlly Depositshall at ell times bear the same pro port1on to the lncrea� ease Rent as tht Initial Security Oopostt bore to tM lnltlol Base Rent, Should tht Agreed U$-t be amended10 actom modate a material change In the business of Lessee or to ;iceommodate a subleuee or eSJignee, tenor shall have the right to lncr�;ase the Security Deposit to the extent necenary, In Len or's reasonable }udgment, to account for anyln"eased wear and tear that the PremlSH mav suffer as a mult thereof, If a change in control of Lesse eotturs durlngthls I.ease and followlng !uch change the ftnanc lal (ondltion otles!l!:e b, In lessor's reasonable Judgment,, slgnlflcanlty reduced, Lenee shall depo Sll such additional monies with lessor as shall be sufficient to cause the $1!(:urlty Otposit to be at a oomme,cla\ly ,easonabht l&vel based on such chango In Hnanciat condition. Lessor shan not be required to keep the Security Depo!Jt sepa,ate from hs general actounts. Within go davs, after the expi ration or termination of this lease, lessor Wall ,eturn that portion of the Seturltv Oi!pos!t not used or appk:d by Less or. Lessor shill upon wtlttan request provide leu�e with an acwunUngshowing how that porrion of thP. Security Deposit that wu not returned was applled, No part of the Secu rityl>eposlt shall be com ldered to be held In trust, to bearlnlorest or to be prepayment for any monlQS to b\1 pild by lessee under thblose, THE SECURl1V D£POSIT$1-'1ALL NOT Bl USED BY LE S5Et IN L1Ell OF PAYMENT OF 'THE lAST MONTH'S RENT. �-us •. 6.1 Use. lessee shall use and occupy the Pttmlses only for the A&re.e:d Use, or Ill'{ other legal use whleh Is reasonably comp.arable thereto, and for no oth1ir purl)Ose, Lessee shill not use or permit the u.se of the Premises In a manner that ls unlawful, creates damage, wute or a nulsan�, ot that disturbs octupants of or I causesdamoae to neigh boring premises or propcrtfu, Other &Rar �Jlde, 1l9Aal 1rd SfflRB ..,,.,,0911 I UHi shall Aol bep or 1Jtg1ulA \h11�mt11u 1n,., peu, aiilR1al,, bl�,. Qch, or �aptllar Ll!ssor shall not unrea sonably wlthht>Td or delay ltsconsent to any written request foramadlftcat1 on of the Agreed Use, so long as lhe s1ml! will not ltnpalr the structural lntegrltv aflhe Improvements on the premises or the rnechanl c:al ot electrleal systems therein, 1nd/or ls not slgnlfltllntly more burdensome to the Premises. lf ltuor elects. to withhold cons.en t, Limor shall within 7 dav1, after such request give written notification of ,ame, which notice shall Include a:n �planatton of ltlsso,'s objecttons to the change In tht Aeteed u,e, 6.2 H1.1ardous Sub5tlntes, (a)Reportable Uses Require Con,�nt. The term "H11ardous Sulntanc•" as used In this lease shalt mean anyprodud, substance, or waste whose presence, use, man ufa(ture1 dlsJ)Osal, transport.all on, or release, etther by Itself or In combination with other mate1lals eltpected to be on the PremlS@s, ls either: (I) potentially injurious to the pubUthealth, �fetv or welfare, ttu, environment or the PremlsM, llll regulated or monitored by any ao vernmontal authority, or (m) a b..ils. lor potential llabllltv of lessor to any governmental aa,ency or third party under any appl!c.able ,mute or common law theo ry, Ha1ardo1,1s Subst.ances shall Include, but not be limited to, hydroca tbo,u, petroleum, snollne, ;nd/or crudn oll or any products, bv•produch or frt1ctio1u thereof. ws� .$h all not ens,ae lri afl'f 11ctMty In or ol\ the PremlseJ. whlth constitutes a Reportable Use of Hazardous Sub11ances without the express ptlor written consent of Lesso, and timely compliance tat leuee's txpense) wlth all Applltabll! Requirements. "Rlltflort.lbl• Usa" stiall mean II) the lnstJllatlon or use of any above or below gmund storaee tank, �I) the generation, pones.slon, sto rage, us�, transpor1atlon, ordlsposalof a Haurdow. Subs lance that requtre.s a permit from, 01 wllh res pect to which a report, notice, reglslratlon or ht1$lnenplan Is required to be ttled with, any governmental authority, and/or 1111) the presence at the Preml!H of a Hazardous SubstaMe with respect to which anv Applicable Requ lremerits rtqu!rei that a notice be given to persons entering or occupylnB 1he Pr1imbes or nelgh bOflne properttes. Notw\thstan dlna the foregoing, lessee may use any ordlmuy and customary materials reasonably required ta be uwd In tho norm�I course oft he AQfi11ad Use, <1rdlnory off11;e su-,plles {copier tonu, liquid pa,�r. slue, 11:tt,} and common ho u,ehold eleanlng materla lt, so long as such ust lsln compliance with all Appllcable f\equlrements1 Is nol a Reportable Use, and does not expo�e-the Premlt r:sor nelghbor!ng property to anv mearitngrul rl5k of conblmlnatton or damase or expose lessor to any llablnty the refor. In addition, te�sor may t0ndlt1on Its con�nt to any Report;ible Use upon receMne suct\addltlonal auurances as lessor reasonably deems necrn;iry to protect luelr, the public. the Premlm and/or the envttonment ag.alMt damae,e, cont amination, Injury and/or UabHlly, lndudlne., but not limlted lO, the Installa tion (and removal on or belote Le ase el(fllratlon or termination) of protectille modlfitt.tlons (such a$. concrete encasements) and/or Increasing the Seturltv De posit. w (b) Duty to lolo1m .,.,or. If (es,ee knows, or has IOO!0nabte caa,. �,aa!omSubst,ncehas co mo io be loo11ed tn, o,, ""d" or INITIALS Ill <O 2019AIR CRE. All Rights Reserved. U,st Edited: 2/25/202 19:53 AM ITN-27.30, Revised 11·25 ·2019 Page 3 of 16 EXHIBIT 1 ab01.1t the Prem lres, other than a5 previous iv consented to by L&s.u;ir, Lassoe shall lmmed!ately glw written notice of ,ueh f1et to Lessor, .!Od ptovldt! Les.,.orwlth a c.opy of any report, notice, clalmor other documentation whh:h lt has concerning the presence of such Hillartlous Sub5lilnce. {e) l.4Uea Rtmedl1tion, Lessee shall not ceuse or pennlt any Haurdous Substa nce to be �PUied or released In, on, under, or about the Premises (inc!ud!ng through the plumb\ng or sanitary sewet svstem} and sh;il\ promptl'y, at Lessee 's eiipense, comply with all Applicable Requlremtnts il\d bke all lnmtigatory and/or 1eme dlal action re-ason1bly rte.om mended, whether or not formally ordered or required, for the cleanup of any contam!nat1on of, and for themaint.:inance, securltY and/o r mi>nltorlng of the Premls.es or ne!ghboting properties, that wu caused or malerlal1y contri buted to by Le5See, or pertaining to or Involving any Har11rdou1Su htanc� !)(Ough t onto the Premises during the term of this LeHe, byor lor Le.uee, or any third p�rty. (d)1.a ue.1 lndetMlfkatton . Len� shall 1n00mnlfy, defend and hold Le,sor, Its agents, employees, lenders and ground lessor, ii any, harmless from andagainst any and all loss of renu and/or damages, 1!1blllt1e,, ludgments, d1lms, &:llpenses, pena tl1es, and anorneys' and tonsultants' fees .arls!ngout of or ln'iOlvlng anv Huanfous Substance. brought onto the Premlws by or for Lenee, or any third party (p rovid ed, howevlilr, that lessee shaH have no llabdlty under this lease with respect to underground mlgradon of 1ny Hali!l rdous Sub.stance undtr the Premises hom 1dJacent properties not caused or contributed to byU!s�el. lessee1s obllpt1oru. ihall lnc !ude, but not b� Rmlll!:d to, the effects of any cootamlnatlon or k\jury to person, property or the env!ranmenl created or $Uffered by IJ!�, and the cost of ll\\lt11i1atton, r&moval, rem ediation, rutorat1on and/or abatement, ind shall survive the expiration or termination of this Lease. No ttnnlrutlon, cancellntlon or release a1niement entered Into by Ltuor ind le"e• ch all ttilease l.tssee from Its obll11tfons under this lea se with rc13pe<t to H1ratdous Subt.taneu., unh1u Jp&dfleally.o aar••d by louor In writing at the-time of such airtement, (e)leuor tndemnlflc.tlon. Except uotherwlse provided In parasraph S,7, leuor and Its suee�ssors and assle;ns shall Indemnify, defend,relmburse andhold t.ess4!e, lt.s empl01tes and lenders, harmless lrom and aaalnst anv and all env!ronmen�I damages, lntludlng the cost of remediation, whlth result from Hal.ilrdous Sub!tances wMch exht<:d on !he Premises prior to Leuee's occupancy or which are caused by the eros1 ne8l1sence orwlllful mlm,nduct of Less.or, Its agents or employe e,. le$:!Or's obllgations, as and when required by theAppHcabla Req uirements, sha ll Include, but not be llmlted to, th@ cost of lnvestie:atlon, removal, remediation, restoratjon and/or abate mint, and shall sur\'tve the e�plradon or termination of th I$ toase. (fl lnvttttiatl.on, and Rtm-edl1t1on1. Leuo, shall retain the responslblllly and pay for any lnvest<sations or remedletlon mea,sures required by governm ental entitles Mvlna Jurlsdict.1on with respect to tho tl(!Stence of HaurdOlls Substances on the Prem1$Cl1 prior to Leuee's occupa ncy, unless suth remediation mea sure Is r1qulred as a result of Lenee's use (lncludlna �Alterations.", as deHned In paragraph 7.a{a) below) of the PrtMlse5, 11'1 which ev<mt Lenee shill be responstble ror ,u(h payment. Les.see shall cooperatl! fully In anv such actrvttfesat the request of Lessor, lncludtng •1�ng Lessor and Le"or's agenu to have rt!il !IQnable iKCeH to the PremlsU at reawnable times In otderto ca.rryout leswls lnvestieatfveand remedial respom\bllit1es. (g)lessor Termlllltkm Option. If a Hamdous Sub�•nce Colldltion tsee Paniiraph 9.l(e)) occt1rs dutll'IQ th0; ttrm of thl$ lea se, unless le»ee ls le sallyrespon.slble therefor (In Mitch ease l� shall make the lnve5tiptlon a rut reme diation thereof req uired by the AppUtable Rl!qulreme:nts and this Lease shall continue In full fo,.ce and effect, but subject to Lessar's right$ under Para gnipfl 6.2(d) and Paragraph 13), lessor may, at Le-t!.Of'sopUon, nllher (ll lnvl!stlgate and nimedlate such Haurdoui Subslance Condition, If required, a:. soon as reuonably possible at Leuor'$ e,ipense, In whic h event this lease shall con ttnue In full force and effect, or (ti) If tho estimated <:ost lo remtd l1te such condition acCl!eds 12 times the then mom My Bue Rent or $100,000, whichever ls greate,, give written notice to Le$$l!e, within 30 days after receipt by Leuorof lmowledge of the O(t:Urrence otsueh Haiardous Substance Co ndition, of Les.so r'sdeslre to terminate this Lease as of the date 60 dil-;$ fo llowlng the date of such l'IOtlCe. In the event Lessor eletts to give a termination notice, Limee may, wltflln lOdays thereafter, give written notlte to Lti-.or ol leuee's commltment to pay the amauntby wtilth the rost of the remediation of such Ha zardous Substance Condition ocaeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever Is greatnr, Le-sseo shall provide llmor with iald funds ot gal;ltfactof'/ auur<mce thereofwtthln lO dsys following such cornmllment. ln such event, thls lea se shall continue In full fu,C(Jo�nd e:lfetl, and L�sor shall proceed to make such remediation a3 soon as reasonably possible aft.er the required fund$ are ava ilable. If lenff does not give such notice and provide the req uired fund so, assurance thereof within the Hme l)(ovlded, this Laase .shall t'1rmlnole as of1he date sl)tclfled In lessor'$ nollte of termi nation. I 6.3 L"see', comp\lanct with Applle.able Requltem�nts-, i'<Cl!Pt ac c\horulso p�o•ilch1d lrt We I tau, Les$ee shall, •t Lessee's sale expense, ful!y,dlllgenlly and ln a tlmety manner, m&terlalty eomply wllh •IIApptltabla Requ1mments1 the requirements of anv 1ppllcable ftre lnsurancq underwrlter or rattns buroau, and th e rl!f:ommendal1om,Qt ll!uo r'$englneers and/or consultantswhkh relate In any manner 10 the Premise 1, wltllou\ rGeattl to whother uld Appll(:able Requireme nts are now In effeet or become effective after the Start Data Le�e shall, Within 10 days after nm1lpt of �sor's written re queit, provkle tesK1r with to pies of all permits and other d0<:uments, and oth erln formatfon evldenclng tusae's com pllance wlth any Applkabte Req uirements spedHed bylesr,or, and shall Immediately upon 1ecelpl, notify Leuor In writing (withcop!e& of any do cuments Involved ) of any lhre11tened o r actual clalm, no�c-e, citation, warning, complaint or report pertaining to or lnvoMns 1ho falluro of Le�ee or the Premises lo comply wllh any Appl!cable flequ l!ements. Ukewlse, Leuee shall lmmedlately give wtltten notlce to t•mor of: (I) any water dam age to• the Premlses and any suspectad !llepage, pooling, ttampneu or other condition condue\ve to thi!!! production of moldi or (II) any mustlneH or other odors that might Indicate the presence of mold In the Premises. In addition, Lessee shall prQVlde copies of all refo:va nt material safety data sheets (MSDSI to Lessor W\thln to days of the rncelpt of a written tequest thenifor, In addition, Lessee shall p1ovlde Lessor wllh ei;ple� of ltt.buslneu lice nut, cettlflcate of om,pancy and Jar any slMllar document within lO days. of the receipt of a written requts.t therefor. 6,4 lnspett:km; Compile.nee, Lessor and le$$(11''.S �lender• (as deHntd In Parasraph 30) and cons ultantt. authorlted by Les sor shall h1we the right to enter Into Premise$ at any tfme, In the case of an emergen cy, and otherwlwal reasonable timuafter reuoMble notfce, for the purpo� of lnspett1n1 and/or testina the condition of !he Premises and/or for verifying comp llanoo by Lessee with lhb Leat.e, lhe cost of artv such lnspeclions shall be paid by Lessor1 t1n�$s 1vlolation of Af'Jpl\cable Requirements, or a Hmrdous sub!.UOQ! Condition (see paragraph !U) IS found to exist or be-Imminent. or the: Inspection Is re<1uested or ordered by a grn,ernmental authollty. In such,case,. umee shall upon request relmbl.ll"Se le.ssor for the con of siith Inspection, so lone as suth lnspectton It. teas.onably re:1ated to the V1olattoo or cantarnln•tlon. In. addition, l.e-sste shall provide copies ot 111 relevant materl81 safetv data she.ets (MSOS) ta Lnnl)t within 10 dlV� of tht nx�lpt of a written ,e quest the�for. Les.see acknowledges that any failure on lts part to allow such Inspections or letting wlll e11posa lf,ssor to risks and poter1t11\ly taute Lessor to Incur co$ts not contemplated by this Lu5tt, the t:xtent of which will be extremely difficult to a.«:erttiln. Aceordlngly, should the Lessee improperly or unreasonably !all,. allow ,uch !nspocdons and/or les""• '"' dme� la shlon Lessee shall pay to Lessor a fee in the amount of $500,Re 9m!�erit stiall llaa11iamad"'lly ln£FUSlild,•t:wiU10.itar:i •, re�wlremar:it Nilr natlee 1a lenee1 b11 an ;tRUIURt e11wal to lO" 1f the lh&A @Hletlr:iellate R8Rt er $JOO, .... �lclltY8r Is gra;1ar fo,1ho ,�,ulr:idQr ,o l�a �u,e. The Parties asree that such fee111 �fea,e IA BM11 �efll represe nts fair an« reasontible compe nsation for 1he addltlonal rlsk/t(l$1;$ tha.t Les,or wlll lncut by reaS-On of Less.ee's f11ilute to allow such Inspection and/or testfna. Such fee1R,J:4'JCO lR Q;i,e A11nt 1haU In no eveflt tonstHule a waiver of teuee"s Default or Breach with respect to such faKure nor pre-v('Ot the exerc.iie of any of the other rlghtt,and remedlu granted hei'tooder. 7. Maintenance; Repalr&i Utillty lnsta�atlons; Tr ade fhtturM ind Atteratlons.7.1 Ulssee's Obllgatfo,u . I ·-A _ (al In General. .,,�1b*J 11�•�•�10µ1Wh�•�fl«row11Uh�lom,�,0�•u•�•�n�e �r ��,�•�l�l�l�C�o"Aci�•�t10f'.100jb�l�l�IC�-..,,�li �'Jn�•�•)� ... •�a4(i.lltN1 �••N •�•,µc�o�m�p�U �,,.n,�•�"�'i"U1"'A p�p�ll �cao tb,t,11:�•�"l..,.u 41r�9 m.,..a n�1�1 ),-, 1:U.ln::bllea�oncL P (Dama9Q 01 O!iltlnt'-"or:il, and .1.4 iC11n 1.fa m1-1atlr.>Rj1 Les.see � hall, at le ' o\e expense, keep the Premises, Utility lnstall altons (Intended fo 0 r _·t_ INITIALS () 2019 AIR CRE, All Rights Reserve d. Last Edited: 2/25/2021 9:53 AM PaQ:I:! 4of 16 EXHIBIT 1 Lenee's excluslve use, no matter where locate di, and Alteratlons In good ordar, eondltton 11nd repair (wheth er or not the portion of the Pfef'\"\bes requlrln11 repa irs, or the means of repairing the �ame, arc rcasonablv or readlty acce uible to Limee, ,nd whether or not tht need lvr su� repa irs occur� as a reu1.ll of Le�ee's use, any prior use, tht elemenu or tho:age of such portion or the Preml£esl, Including. but not limited to,all equipment or fa.c11lt1e!,Sl1Ch as pfumbln8, HVAC equipment, e!actrlcal, Ughtlng fac!litles, ballets, pressura ve��e�, fir@ prot@clton syst@m, tlMtu�, �II� (lntulo rand extttior), fountbtlons, celllnss, roof,, roof d1a!nagt �vst,ms, 11oors, windows, doors, plate glau, skyllghts, land$Caplng. driveways, parking lots, fe11ce,, re1alnl11g walls, slens, sidewalks a11d pa rkways located In, on, or adJottnt to the Premises. Lene e, In ketplng the Premises In good order, condllton and repair, shall �erci.se and p13rfurm good mal11tem1Rce pr.actloot, �dffr..all vlncludlng the pro cureml!nt and malnten,mce of thl3 .serv\ce cootraeu reciulred by Parag�ph 7,l(b) below, les!e0's obllgations shall Include reslorattons, replact menU ot rnn11wal 5 when net:eSs;'l l"f' to keep lht! Premises and all lmprovemerlls the-re:on or ■ part thtreof In e.ood order, condition and $tale of r1ipalr, Lessee $hall, durlne the term ol th!� Lu."', koi,p the (l)(te,lor apptaranco of the Bulldlna In a fin I-class condition {Inclu ding, e,(I, graffiti rem oval! conslntot with the e).terlor appearance of other similar facllltlo-s of comparable ese and site ln thft 11ldnltv, lnclud!Rg. when net1»sa ry, the e11:wlor r1!pal nttns or the Bulldlng, (bl Service l:ontm:tt. Lus� shalt, at lllueii's sole expense, procure and maintain contracts,Wlth copies to Lessor, ln customary rorm and substance for, and with contractOrs speclallllng and experienced 111 the malnten.ince of the following equipment and Improvements, tf ariy, If and when hmalled on the·Pre ml1es: (ll HVA Cequlpment, {n)boller, end pressure vessels, (Ht) fire l!.lltlngulshh1S svstems, Including nre alarm and/or smoke detectl011, (ht) landm1plng and Irrigation .sys lems, M roof coverlni:tand drains, and Ml tfarltteu. Ho�r, Umor res eNQs the right, upon notice 10 L�uee, to procure and mal11taln any or all of such iet11lca contuctt, and Les�e shall relm bursi! Lessor, upon demand, for the cost thtreof. le) Fallure lO Perform. If Le$«ie fall$ to perform Lcss.ee 1s obllaatlons under this Pa ragra ph 7.1, leuor mav enter upon the Premhts after 10d ays' prior wrltltn not!oo to Lt uee {except In the me of an emers�mcy, In whkh cas.e-no notice .shall be re qulredt, perform such obligatio ns on Leisee's be half, and put the Premises In aood order, condldon and repair, and leSl� Shill promptlV pay to Le Ss.or a sum equal to 115" of the co" thetl!of, Id) Replacem�nt, Subje ct to les.see'sl11dem11ttlcat1on of Le nor a.s �et forth In Paragraph 8.7 below, a11d without reUevJ11g Lessee of lla blUty molting from Ltssee's failure to exercise and perform good mal11tenanc.e pr1ctlce:1, If an Item described ln Parigraph 7 ,1(b) can11ot � repaired other thin at a cost which Is In 1?KC2S1 of 50% of the cost of rep\aclng such Item, then such Item shall be replaced by Le:.ssor, and the cost thereof shall be prorated betwe«!i'I the Parties ind Lessee $hall 11n\v be obligated to p.ay, each month during the re mainder of the te-rm of this U!!.ise or anv v.tanslon the rtof, on the dilte on which Que Rent 1$ due, ;l1'I amount equ!'I to !he product ofmull1plylna, the cost of suth ropl acemen1 bya fra ction, the nume,a10, ofwhlch ls one, and the denominator of which ls 144 (I.e. 1/144thof the cost permonth). Lessee shall pav Interest on the u11amorl1ted balance but may prep&v IU oblleatlon at aov time.I 7.2 l1mor's Obllg■tlons. Sublett to the proultlonsof emcraphs 2 2 (Cnndltkln), 2 3 (ComplfanM), 9(Damage crOedmctton) and 14 (Condemnation), !t is lntended bV the Parties hereto that Ulssor have no obligation, In any mannGr whaUOever, to repair and maintain the Prembes, or the equlpmet1l theroln, all of whlth obllgatlons are Lntend�d to be that of the ltsu;!e. It Is the Intention of the Parties that the terms of this lei1$t-sovern the respective obllptions of the Partle.$ es to ma lRtenc1nce and repair of tM Praml1es. 7.3 Utinty lnttall■tlona; Tr;i d• Fixture,; Altet'lt1ons, (al Oifflnldons, The term "UHllty ll'lst1 Httlon1• rofeu to all floor and window tove rlna;s, air and/or vacuum lines, power pane ls, electrkal dlttrlbudon, security and lire protection sy,tems, communication cabllng, !lghtlng fl11tures, HVAC equipment, ptumbhlfl, and fe ncing In or on the Pre111lses, The term ''Tra de Fl�ture.s• .\hall mean umee.'s machinery and equi pment th.al can be removed w�hout dolng materlal damage to tho Premises. The term "Altimitl ons� shall mean any modlf!catlon of the lmprov emenu, other than Utility lnsta\latlons or Tr.ide Fixtures, whether by addition Of deletion. �Leisee OWned Alterat\on1 and/or Utility lnm\latlqns• are defined as. Alterat10 11sand/o rUttllty lnstaUatlon.s made by Lessee that are not vet owned br Lessor putsuant 10 Paraa,niph 7,<ll(lil), {b) Consent.. lessee shall not make any Alterattons or UtHily lnstallattons to the Premises without llmo,'s prior written con $tnt. Les� may, however, make non.strutturat Alterattons or Utlllty lnstallatlons to lhe Interior of the Premlsel (e11:tludlng the roof) wi.Mut such conse:nt but upon notice to Letsor, as long as thi!y are not visible from the out side, do not lnvolvt puncturing, reilrx:atlng or removing lhe toot or any e,chtlng walls, wlU oot affect the e\ettr!c;il, plumb Int, HVAC, and/or Of@ safety system,, do not tr188e, the requi rement for add ltlonal mot1\flcat1ons 1nd/or Improvements to the Preml"s resulttng fromsAppllcable Requlre ments, st.1th as complia nce With Title 24, Jnd tile cumulative cost thereof during lhU lease as e11terided does not excee d a sum equal to·3 ·monlh's a.i,e Rent In the BSBte.Bilte or a svm equal to one monlh's ease Rent ln any one year. Notwlthstandlf\8 the foregoing. Lem�� Sha ll not tni1tll or permit any roof penetrsttons and/or Inn.a.II anything on the roof without the-prior written approval of less or, u=nor may, iU a precondition to gra nting such approval, require Lu�q to Utlllte a tontr.ictor cho.wn and/or approved by lessor. Anv Alterations or Utility Installations that Lu see shall desire to make-and whlth requlff! the eomentol the Lessor shall be pnue nted to Leuo r In wrltton fo rm w:lth detalled plans. Co111ant shall ba dMmed condlttoni!d upon Lessee's: (0 acqui"lng i111 applicable governme11tal perm its, (11) furnishing Lessor with copies of both the permits and the plans .inds�dfluttuns prior to tommenci,ment ol the work, and (Ill) compliance with all oondlttons ol ultl per ml ts and other Applt�ble AeqUlrtments ln a prompt and expeditious manner, AnyA11efit1ons or Uttllty lnstallat1oru..shall be p«fotmed In a worltm a111\ke manner with gaod and sufftc.lent materi als. Us see shall promptly upon completion furnish lessor with as-bullt plans and speclllcatloR1. For work which co,ts an amount In e11Cus of one mont h's Base Rent, Lessor mavcondltlon IU,consent upon lessee providing a Hen and completton bood In an amount equal to 1S°" of the esti mated cost of suth Alteratfon or Ut11ltv fnstallatlon a11d/or upon lessee's posting an addlU011al Security oepo$.lt with Lessor. lcl Liens: Bonds. !Assee shall pay, whe11 due, all claims for labor or materials furnished 01 alleged to have blien furnished to or ror Lrn ee al or for uH on the Premises, which claims are or mav be se cured by any mechanic', or mate rlalmen's lien agalnst the P,emlse1 or any Interest th'1reln, te�e shall give les,or not len than 10 days no lice prior to the commencement of any work In, on or a boot the Premises, a11d Lessor shaU hava the rlaht to post notices of oon•res ponslbl llty, If Lessee lhall contest the valld!tyofany such Uen, dalm or dem.ind, then Lessei shall, at Its sole eitp(!nse defend and protect llself, lessor and the Prem1$es agalns.t the same and shall pay and satisfy any such atlvertt Judgment that may be rendered thereon before the enforte ment thereof, If lessor shall require, lessee shall furnish a ,urew bond ln an amount equal to 150"-of the amount of such contested llen, dalm ordemand, Indemnifying leuor ag.i\.nst liablllty fo, the1ame, If les sor eled!i. to parttci p.ate In any such action, Lessee shall pay Les.\o r's attorn�s• fees. and cost,. 7.41 Owne rthlPl R1;1mcva11 sumnd�r; and Rt1tor1t\on. {a) owneNhlp, Subject to Lessor's fight to r11qvlrt fl?:mov•I or olec, ownership as hereinafter provided, .il\Alteratfons and Ul1lltyl11stall;atlons made by tmee shall be the property of Le·nea , but com.lde,ed a part of the Promises. Lesior mav, at any time, elect lnwrltlng to be 1he owner of iill or any specified part ol the Lessee Owned A\tefQtlons a11d Ut1llty ln�taHatlons., Unless otherwise Instructed �r p.itag<aph 7.4lbl hereof,all lessee Owned Alle1a.tloM and Utt11tv Insta llations shall, at the elCJ)lratto11 or termination of this Lea«!, become the prOJ'ertv of Leuor and be surrende red by Lessee with the Premises, (b)Removn1. 0y delivery to Lessee of "Mitten notice from Lessor Mt earlier than 90 a11d not later than 30 days prior to the end of the term of this lease,Lessor mav requirl!-that ilny or al1 leS$e,e Owned AlteraNoni or Utrlltyh'lstallation5 be remo\11:'!d hy the e11p!ratlon or t@tmlnation of thls least, lessor May requ]rQ the remova l at any time of all or any part of any Leuee OwMd A.Iterations or Ut1.l1ty Installation! made without the re:qulted c.on:1ent. (cl Su,rtnd•tJ R.slorttfon. Le-nee sha ll surrtnder the Premise s by the E11pkalton Oate or anv earlier termination date, with all of the lmprovem enu, parts and surfaces thereof broom clean and free of debris, :ir.cl In good operating ord er, condition and state of nip.air, ordl niuy wear and tear exc<1pted. "Ordinary wear and tear" shall not \nclucle arr{ damage 01 deterlol.ltlan that would have been preverited bv good malntenanee practice. Notwithstanding the foregoing and the provisions of Paragra ph 7,l(a), If the Leuee occupies the Preml.se.s. for 12 months or !e:i.,, then �essee shall surrender the PremlSEs ln the same cond!tlon u delivered INITIALS © 2019 AIR CRE, All Rights Reserved, STN •27,30, Rovlsed 11·25•2019 Last Edited: 2/2S/2021 9:Sa AM Page Sof 16 EXHIBIT 1 to Lessee on the Start Date wnh NO allowance for ordinary wear and tear. Les.see shall repair any d,rm,ga a,eas1onod by the lnnallatlon, maintenance or remove! of Trade Fixtures, Lessee owned Alterations and/or Utility lnstallatioos, h.u nlshlnes, ,1nd e:qulpmont DS well u the removal of a11Y storage tank lnstwlled byor fo1 Lessee, lessee shall alio remove from the Premtuu any and all Hazardous Substances brought onto the Premlsl!! byor for Le ssee, or any lhlrd party (eKeept Haiardous Sulxtaru:es which were deposhed vla u nde11round migration fiom ma, out51d eof the Premises) to tho level $peclfled In Applicable Aequlremontt Trade F1Ktures shall remain the propertv o f LesJee and Jhatl b-e remove d b't' Le$Se4, Any personal property of le$$ee n.,t removed on or before lhe Expiration Datet or any earlier 1ermlnat1on date shall be dterned to have been aband oned by Leme and rnav be disposed of or retained by lessor as l.ts$or may desire. The fai l ure b'{ Lessee to llmelyvaute lhe Prn mlses pum1ant to this Paragraph 7,4(c) wllhout the l!Kprrm wtlt1en consent oflessor sh11l cor utttute a holdavet under the prO\l\slons.of Paragraph 26 below, 8, lnturonci: lndtmnlty, 8.1 P11ym9nt For Insurance. Lemm shall pay for all Insu rance r�ulred under Paragraph 8 el';cept to the el(tent oftM cos.I attrlbulable to llablllty lnsutante cattled by Lesw undet Pan graph B.l{b) In 8!(('(!$sof $2,000,000 per occu rrence-, Premiums for policy periods commencing prior to or ellten din& beyo nd the lease t11rm sh.ill b& p,or.ilod to ccnespond 10. lhe Lease term. Payment 1hall be made by Lessee to tes_sor within 10 dlys following receipt ol an invoice, 8,2 UobHlty lnsur•n1;e, (a)Carried by teuto, Lessee shall obtain and keep In forco a Comrru:r<:lal General llabtllty pollcyof Insurance protectfng Lessee and Lessor as an additional Insured aaalnstdalms for bod Uy Injury, personal Injury and pro�ert.y damage based upoo or art�ns out of the owne rshlJ!, use, O(cupanty or maintenance of the Prtmhes and all areas app11rte r1ant then)to. Such ln�r.ince shall be on an occurrente basis providing single flmlt coverese In an amount not leu than $1,000,000 per occurrence with an annual aggregate of not h1u than $2,000,000. husee shaU add le.ssor u an addltlonal Insured by means of an endor1ement ai least n broad as the lm,urence Service Organlut1on's 11 Addttlonal lnsured-Managm or tenors of Pfflmlses" £ndonement. TIH! pollcy shall not contain any lntra•tnsu!'ed l!ll(l\lslons ai hl:!tweon Insured persons or orga nltatkms, but �ha!l lodude coverage for llablllty au urned under lhls tease as an "Insured eontm:t" for the perfOfmance of �ssee's Indemnity obligati ons under this Lease, The llmlts of said h1surance shall not, how.wet, llmlt the llablllty of Lessee nor relieve Leuee of any obllgalion hereunder. Lessee shall provide an endorsement on Its ll1 bllltypo1ley{tes) which prov kl es thot \ts Insurance shall 00 primary to and not conlr\butol)l wllh any slrnllillt ln1umnu carried by Lessor, whose lnsursn.::e shall bo coosldered ellcess Insurance ootv. (b)Carried by Leuor. Lessor shall maintain llablllty lnsurance asducrlbed ln Paraaraph 8.l(al, ln addltfon to, and not in lleQ of, the fn$uran ce reqQlred to be maintained by lessee. Le,see shall, to the extent available, -lltl.t be named as an addlt!ona! Insured !herein, The City of Santa Ana, and its officers, employees, agent and representatives, shall to the extent no cost is in curred with respect thereto and to the extent reasonably availab le to Lessor shall be additional insureds with respect to any general llabiHty or auto liability policy obtained by Lessor, by endorseme nt, and all such insurance policies shall be primary and non-contributory. Lessor shall send certifi cates of such insurance to Lessee to its Risk Management Division, 4th Fl oor, 20 Civic Center Plaz a, Santa Ana 92701. 8.3 Property ln,uranca -Bulldlnc, lmprow,m enh •nd Renttil Value. (1) Bull dins and lmprowment.s , The Insuring P4rtY shall obtain and keep In force a polley or po11das ln the name of Less or, with km payable to Les sor, ;inv ground,leu or, and to any Lender Insuring loss ot damage to thil! Premlses. The amount of such Insurance shall be equal to the full lnsurahhi replacement cost ol 1he Preml�s. ,1s the same shall exlsl from t1me to lime, or the amounl reqolntd by any le nder, but ln no event more than tk0: co mm@rctallv raa\onable and a\lall&ble lnrnrablt value lhl!reof. Leuee Owned Alteratlon5 and Utility Installations, Trade FIKlu ms,and Leue11'1 pa,sonal property shall be IMtued by Les,e:e not by Le$Sot, If lhe coverage ls av'illable and commerdally appropriate, such polity or polklas shall Insure aga inst all risks of direct physlul loss or damage \eK(ept the perils of flood and/or earthquake unless requlred by a L11ndetL Including cove-rage for debris rtmoval and the enforcement of any Appllcable Requirements requiring the upgrading, demolll1on, ,econstruttlon ot replacement ol any portion ol the Ptemlses as the result of a covered toss, Said policy or pollclas shall also conta,h, an agreed va1Ui1Uon provi sion In Heu of anycolnsur&nce cl1use, waiver of subrogation, and 1nf11t1on eu atd protection causing an lncrea� In the annual property 1nsu111 nce coverage amount bv a facto, of not less than the ad}usted U.S. Department of labot Consumer Price lndeK for All Urban Consumers for the city nearft$t to where thl? Prem)sti,s are loi;ated, IF such Insurance cove 1age has a deductfble clause, the deductible amount shall not exceed $5,000 per owm ence, and teuea 1haU be II able far such dedu tlihle amount In the event 0f an Insured lo». lb) Rent41 Valut. TIie insuring Party $hall ob lain and keep In force a policy or pallcltlS In the name of tenor w!th loss paya ble to Lesor and any Lender, Insuring the loss of the full Rent for one yea r with �n extoridod porlod of Indemnity for en addltlon1\ U!Odays ("Rent;il Value ln!urance�). Said Insurance shall cont ain c1n agreed valuat1o nprov\5Jon In neuof anycolniurance clilluse, and 1he amountof (WetiQe sh all be adJuJ!ed annualJy to:rnfl!Ct tht projected Rent otherwli-e paya ble by Lessee, for the next 12 month period. les,ee !.hall be liable. for a!\ydeduct1ble amount 1n the evMt of such lo!S, (c)Ad}ln::a nt Premise,, If the PrnmlseJ are part of a larger bul!dlng, orof a group of buildings owned by le1SOr which are ad/ic@ nt to the Premises, the lessee shall p,11 lor any lnuease In the premiums for the property ln�u ranc:e of such building ot bulldlng5 Jf said Increase Is ea used by Ulssea's acts, omlss\o nt, u� or occupancy of the Premises, a4 tes,ee's Propertvi autlneu Interruption lnsurance: Worke,•• Compensation lnsuranc.., (a) Property Damage, leS!:ee shall obtain and maintain lnsur-.nc! (ove rage on aUof Lim te's personal prope rty, Tr.Ide Fhtture$, and Lessee owned Alterations and Utility Installations, Su.::h lnsu1an� ,hall be foll repl,1cement cost c.ove�gewlth .i d�ductlble of not to el!ceed $1,000 per ottur�ncl!, The proceeds from any such lt1Suranei ,h.ill be used bv lessee for the repl acement of persoM I proptrty, Tr ade FIKtum and L-essee Owned Alterations and Utilttv Installations, {b) Business Inte rruption, Lessee Jhall obtatn and malnuln loss of Income and e:>!lra el!pense lnsutenceln amounts as wlll reimburse Lessee for direct or Indirect loss cf earnings attrib utable lo all perlls eommonty Insured ag�lnst by prudent lauees ln the business of lessee or attrlbutable to pre\lentlon of access to the Ptemlse sas a result ot such perlls, (c} Work91''$ Co mpenmlon IMuninct. lessee shall obtain and maintain Work-et's Compe ns.atlon ln,oran(e In such amount u may be rttqulred by l\pplkeble Requirements.. Such policy shill Include a 'Walv<:!t of Subrog11tl.o n' e11dors 11ment. Lessee shall pro-.,lde Lessor with a copy of such endorse ment ilong wlth the certificate of Insurance or copy of lhe policy 11qulr11d by paragra p h 8.5. (d) No fl:eprenntatlon of Adequate: Coverage. Leuor makes no represenlatlonthat the llmltsor fornu of covtrage of Insurance SPi!clfled herein are adequat<! to cover Lessee's propertv, bullnen operatlo ni or obllgalions under lhls Leas.e. 8.5 !morante Pollcics, lnsurani:e required herein Shall be by companies maintaining dUl'ln& the pollcyterm a "General Pollcyhold ers Ratlng" of at least fl., VII, as $el forth In the mc»t cl!Nent l$Su@ -0l "8e1t's lnwran<:e Gulde", or such other rattng Hmaybe required by a t..endet. lesseashr.in not do or p�rrnlt to be done �h l<h l""'lldate!!he requiN>d ln,uranc• poliolu, L.,se• shall, prior Jo lh• Start Date, de llver to '-"""' <erUfled <•�•• of pollcles Of 1uoh lnour,nce or INITIALS � © 2019 AIR C11£, All R;ght, Res,rved, Last Edited: 2/25/20 21 9:53AM STN-21.30, Revised 11•25-2019 Pa8e 6 l;)f 16 EXHIBIT 1 eertiHc:ates wlth copies of the required endors-em,nts e,;\dendng the eklslence an d amo unts of the 1equlred Insurance, No suth policy shall be cance1able or .cubJec:t 10 modtflc:a!1on exce pt after 30davs prior written notice to Lessor. Lessee shall, at least lOdavs pr lat to thl! explratlon of sueh poltcles, furnish LQuor with Q11Jdenc:e of renewals or �insurance binders" evld�r(-lng renewal thereof, or Le,s:or may lnc,east his llablllty ln,u rani;e cover.ige and charge the cost thereof to Ussce, which �mount shaH bo payabl0: by Lessee to Lessor upon demand. Sud! polleles 1haU be for a wm of at least one vtar, or the h!nsth of lhe re malnlng term of thl.s Lease, whicheve r ls less. 11 either Party Jhall fall to procure and maintain the Insurance retiulred to be c.i rrted by It, the other Partv may, but shall not be requlre-d to, procure and maintain tru! same. 8,6 Wai ver ofSubro11tio n. Wtthout affecting any other rlghUor remed lel, Leme and LessOf'each hereby relene and rene11e the other, and waive thclrentlrE rlghl to re,ovtH damaMS .igalnst tM other, for loss of or damage to IB property arising out ofor hKlde ntto tha perlb req_ulred to be Insured aplnst: he�ln. The effect of such releases and waivers ls not llmtled by the amount of lnwrance wried or required, or by any deductib les app1kable hemo. Thi Pirt1e.s agrte to have th air respectll/i! propenv damage tosut.1nte carriers waive any right tQ !1.lbrog..itlcn that such tompanle.s may have against Lessor or 1.essae1 u the c;is(! may be, solong as the Insurance ls not llt'lalldated thQ reby. , .. 8,7 Indemnity, EKeept for le.uor's gro:1,s negllg_enc.e or w!llful mlso:induct. le"ee shii11l lndem111ry, protect,defend and hold harmless the Preml s�, Lesso r and Its agents, Leuor's ma,ter or ground lessori partnen and lenders, from and against any and all dalms, ro ssor rents and/or damages, Hens, ludgmems, penaltles, attorneys.' and coltiultants' fees, expenses and/or llabl!lttes arl$lng out of, lm,olvh'IBi or In connectfon with, a areaeh of the Lease by LesM!e and/or the use and/or OtXupancy of the Premises and/or Pto/ect by Lessee and/or by Lessee's employees, con tractors or !nvttees, If aBy action or proceeding Is brought against Leisor by reason of any or lhe fo rego/n11 matte rs, Lessee shill ul)On notice de lend the same at Lessee's ei(pense by counsel reasonably $8t1sfartory to Lessor and Lessor shall cooperate with Lessee ln such defense, Lessor need nol have ftrst paid any such c:l1lm ln order to be defended Of lndemnlfttd. 9,8 bempdon ot tenor and IU AgQntJ ll"om Uabl!lty, Notwlthstandln8 the negllgence or breach of thl:. t.eas.e by l.e.uor or hugena. neither Leuor nor Its agents shill II be Uabl'I under any drcumstances for. (I) In Jury or damage to the person Of gor>ds, wares, mm:hilndlse or other propeny of le.nee, LM\ee's empl(Jyees, contract\1rs, !nvltees, customers, or any olher person In or about lhe Premises, whether such damage or \nju,y ls e;iused byor ro.sult$ from fire, s\eam, electtlcity, gas, water or rain, lntloot air quality, the presence ol maltl or from the bnukage, lea kage, obstruction or other deh!cts of pipes, flre sprinklers, wltes, appliances, plumblng, !WAC or Oght1ng fh1 tures, or from any otlw.r cause, whether the said lnJury or damage te�ult, fro m tondltlons arising upon the Premises or upon other Portions of thebulldlng of whlth th.a Premlm are a part, or from other sources or places, Ill) any damagesarblng from anv ad or neglect of any other tenant of Leuor or from thfallureof lessor or IU agents to enforce the pt!l"1\slOn$ of any other lease In tha Pro)eci:, or 1111) Injury to t.es.�1s buSlnes.s or for artt loss.of Income or profit thett1ftom.instead, II ls intend ad that t.es�•s sole re,our:i.e ln the e'llt.nt of -,;uth damages or ln)urv be to l'llt a tlelm on the lruurantl!l pallcy(les) that Umee Is re:qul�d to m111lntaln pursu.int to the provlllons of pa,a,sraph 8,8,9 hllure to Provide lnsurantt. lei see acknowledges that any fai lure on Its pan to obUln or maintain the Insurance required herein will expo� Leu or to risk$ and potentla11v cause leuor to Incur cosu not contemp lated by this Lease, the extent of whl,h wlll be extremely dlfftcutt to mertaln. Aetor dlngly, for any month or portion thereo f that Lessee doe5 not malntalo the required Insurance and/or doe.s not provide �or with the rt'qulred blndors or certificates evidencing tha "''""''" ,1 '"• 1eqw,ed '"'"""' after notice and resaonable opportunity to cure, Lessee shall pay to Lessor a fee of $500, U1e litue Renl sRallbe 1ul11malciull•1 IAcioa,ed, wlthQut;nv ,aq1.1h�omai'I, for n11t1,o t9 l.om1e> by an umn1nl 11q11al w UJN. ,of"'o U:itn QHIUi11e litu,e Rent o,�.1.001 •A hlGl:1e •er Is BFGillllr, Til epntles agree th;1t such fe e lnc11me In llmi �eM represents fa:lrand teasonable compensotlon for the additional rls k/coJt.s that Lessor wi ll Incur by reason of Less ee's tallure to maintain the requi red lnsurante, Sueh Increase In Base Rent shall In no went co nstitute a w�Ner otleuee':s Defa ult or 8reach with respect to the hllure 10 rNlnt.aln such lnsuranc.e, prevent the exerci u• of any of theolher rights and rem edies sr.intfld hatt1unde,; nor r411law Lossee of its obl\g;ltion to maintain the Insurance speciRed in this Lease. 9, Damage or Oest ructton, 9,1 Deflnllions. !aJ �PtemiMs Partial Oam•1•� .shall me-an damage or des truction to the lmf)fovt merruo-n the Premlset, othtr than Lessee Owntd Alterations and Vtlllty lnstalhntons, wt,lth can re asonably be re�lred ln G months or len from the dolte of the damage or destruction. Lessor .shall nottfy lessee In writing within 30 days from the date of the da mage or deuructlon as to whether or not the damage ls Partial or Tolal. {bl "Prarnls esTot1t Destruetlon" Shall mean damage or destruction to the Prem lses1 other than lessee Owned Al teratlons and Ut1Uty Instal lations and Tra de FiJttures, whlch cannot reasonably be repaired lo 6 months-or IQ$:s rro m the date of the damage or des\rU(tlon. Lessor shall notify lessee In writing within 30 dav, from the date of the damage ordestructloti as lO whether or not the damage b Partlil c,r Toh I. It) "Insured Loss� shall mean demago or destruction to lmprovement1i on tht Pr1im1.S.es, othiltr than le:ssee Owned Alterations and Utility Installations and Tr ade flmlm, which wa, c:aused byan event required tobe co!fflred by the lnsuranui duulbed In hnigraph 8.3(a), lrre,pettivt ol anydedui:ttble amounts ot w.eragc llmlts Involved, td) "llepl•cement Costw shall mean the cost to repair or rebulld the Improvements owned by lessor at the time of the occurrence to their condition G)llstlng lmmedfately prior thereto, Jnctudlng demolition, debris remova l Md upgrading required by tM o,,eratfon of AppUable Req ulremenu, and without deductf(ln klrdepr�l�tlon, (E!) 11Hamdous Sub5ta nce Condltlon"shaH mean the occurrence or dl scovety ofiil tondltlon lnvoMng thQ p"uenco of, or a oonlamlnation by, a HaiudoosSubslance, In, on, or under the Premise$ which requires restorntfon. 9,2 P•rtlal Otm age:� ln1uted LOU, If a Preml�$ Partlal Oamage th atls an tn1ured Lossoccun, then U!:ssot shall at lessor's expense, repalrsuch damage (but no1 Unee's Tn1de Fixtures or t.euee Owned Alterations and Utlllty lmtalla"ons) as soon ;u reasonablv posslblt' and this Lease shall c;ontlnue In full rorce and effect ; provided, however, that lessee shall, at Lessor's e1e,t1on1 make the repalf of any damage ot destluctlon the total cost to repair of w.tlkh Is $10,000 or leis, and, In such even11 U!ssor $hall make any appUcable insuranee proceeds av11Dab!e to les$@e on a rea sonable basli for that purpose, NolW!thstandlng the foregoing, If the req utred 1ns1.1rante was not In forte or the Insurance proceeds are not sufficient to effect such rep111lr, the In suring Party shall promptly contribute the shortage In proceeds (em�pt as to lhe deduttihl@ whlch ls leis ee'sruponslb!llty) as �nd when requlrod to compl1t11 uld repairs. 1n the e,,enl, howove,, su.th shortage 111t1S due lo the fact that. by reason of the un ique mtum of the Improvements, full repl;icemenl cost l11sunnce cove r1ge wu not tommercla\ly rHson,ble and ava1lable, Leuor shall have no obllgatlon to p;ry fOf the shortage In Insurance proceeds or to fully restore the unique aspects of the Premises unlt$S Lessee provides Less.or with the funds to cover same, or adequate assurance thereof, within to days rol!owlng receipt of written not1ce of wch shortage and requett therefor. tf Leuor rece ive� said funds or adequale mu ranee thereof within said 10 da'i' period, the (!arty respo,nl ble for making the repairs ihall complet�t.Mm as soon as reasonablv pos$1ble and this Lease shaU remain In full force and effect, If such funds or assuran,e are not retell/Cd, lessor may M\Jertheless elect by written notice to le Hee wllhln lOdays the�after to: (II make such re:rtonrtlon and repair H ls cornmerclallv reasonable with lessor p.iyln11 any shortasa ln p,ocq,eds._ In whlth ate this leaSG 1h;1,II ro imln In full forco and effect, "r {II} have this Li:iate termln.ite 30 days thereafter, Lessee shall not be entttled to relmbursemt'nt of any fund!, contributed by lessee to rep&lr any such damage or destruction, Preml56 Partial Damage due to fiood or Hrthquake ;hall be subJec:t t.Q Paragraph 9.3, notwlthstandln8 that there mEry be some Insurance � ut lhe net proceedsol ,ny such Insu rance shall be made a,•Jab� for Jh& rep.,, If made by either Party. INITIALS � <0 2019 AIR CitE. All Rights Reserved, last Edited: 2/25/2021 9:53 AM STN-27.30, Revised 11-25-2019 Page 7 of 16 EXHIBIT 1 9.3 Pal'li1I 011mari•· Unln,1.1red Lou, !fa Premises Part1al Dam1Re lhat ls Mt 1n lnswed Lou occurs, un1e.ss caused by a nes11s,nt orwlllful aet of Leuet Jin which a'll!lnt Leu� ,hall make the repe1n et Lenee's expense), L,mor may eltheri (I) repair .such damage n soon a s reasonably posslb\e at Lessor's b.pense, In which event this Lease shall coot1 nue In full force 11nd effect, or Ill) terminate 1h\s Lea� by gl...tngwr\lten notice to Les$<!e within 30 days after receipt by li!!ss.or of knowledge or the 0<:currence of .sueh damage, Such termltiatfon $hall be effective 60 days fo!lowlng the date of such notice. In the event Lessor 1:1tecu to t�mlnate thl5 lease, Les$ee man have the right within 10 d� after tect!lpt of the termlnatton nottce to glvec written nottce to lessor of Le s£11e's commitment to pay for the repair of such damage without �lmbursement from Lessor. Le!�e shalt provide le�sor with said ful\dS or satlsbctory a»urince thereof within 30 days afte, mak!rtB such commitment. In suth event this U!ase shaU conti nue fn full force and effffl, and LeS$Or shall proceed to make such repairs as soon as reasonably posstb!e atter the required fund$ are a�ilabJQ. IF �ssee does not make tho required tommltment, this lease shall terminate as of the date specU1ed In the termination notice. 9,4 To tal Oe,t ructlo n, Notwlthst11:ndlng1nv other provis ion hereof, If a ?remlsas tout Destruction occuu, this Leue $hall terminate 60days followll'IB 1uch Destrucllon. 1rthe damage <1rdestrucllon was caused by the gross negUgenc1:1 or willful misconduct of Lessee, Lessor !ihaU have the right to re-co111r Ulnor1s dam�ges from Les see, exce pt as provided in Pafllgraph 8.6. 9.S Dam•1e Near End of Term . If at any time during the last 6.months of thlJ leue there � damage for whlch the cost to repair exce eds one month's Base Aent, whether or not an Insured Lou, U!ssor may ter minate this leue effective 60 days foll owing the date of occurrence of such damage by giving a written termination notice to luue within 30 days after the date ,of occurrence of such d11mage, Notwithstanding the lortgolne:, Ir Lenee at that time hn an eMerc\sable option lo e)(lend thls lcil$e or lo purchase the Premise$, lheo le!.See may plt!Sorve this. Lease bv, (a) e,iercls!ng such option and (bl pro11ldlng le.ssorwlth any short.tse In Insurance procee d$ (or adequate .euurance thereof) needed to make u,e repairs on or before the earlier of {I) the date which Is 10 d1y.s aftet Lessee:'s receipt of Lessor's written notice purporting to terminate: this Lease, or Ill) the day prior to the date upon which such option e)(p\m.s. If Lessoa dul'f QQrcim. tuch Optton during such period and provides �uor wlth hmd s (or adequate auurante thereof} to oovor any $horta ge1n Insurance proceeds, t.euor sh.Ill, at Lesror's commettlally reasonable eicpense, repair such damage as soon as reasonably polilble and thls Lease !han conlfnua In fuB force and effect, lfles,ee falls to eicercbe ,uch option and pro'tllde such funds or assurance durlna such �od, thtn this lAa� shall \ermlnate on the date J�clfled In the terml11 at1on notice and U!ssee's option shall be elrtlnguls hed. 9,6 Abatement of 11.e nt; l.eu u't fttmedle1, (a)Abatement. In !he Mnt of Preml5-es Partial Damage or Premises Total Destruction or a Hazartlous Substtinte Co.ndlUon for which U!ssee I! notresponsible under this. Lea$e1 the Rent payable by lauee for the period required for the repair, remediation or r�torat1 on of weh damagt dul l be al»tGd ln proportion to the degree \0 which Lessee's use of the Premises l.s Impaired, bu1 not 10 e�cel!d the procead.s recalved froll'I the P.ental value lm.urance. All other obllgatlons of Lessee hereunder thall be performed by lem!a, and Le$tor shan have no bblrity for 1ny tueh dama ee, destruction, ,emedlat1on, rtpalr or re11orat1on el!'t:ept as provide d her11ln. lb) Remedlu. If Lessor lsobUgnted to re pal, or mtore the Premises and does not tommente, In a n1bstan"al and meanlngful way, such repair o,reitoratton within 90 days efter such obllptlo.n shan eccru-e, Le.ssee mav, at anyttme prlorto the commencement of such repair or te1 tor."on, 11Jve written notice to Lessor and to any lende:rs. of which U!ssee hn actual notice, of lesse-e's electton lo terminate this Lene on a date not hm than tiOday,s fo llowlng the giving of such not!te, If lessee glves such nolice and such re�lror tla't.torat!on ls not commwed within 30dav$thereaftar, thls le uo shall t11rmlnn11 as of th11 date specified lnsa!d notice. If the repair or rutora tlon bcommenced within such 30 days, thb Laase shall continue In ful l foltt and Gffett, �co mmenee• shill mt:an either the unconditional authorh:at1on ofthe preparation of the-requlmd plans,. or the b11glnnlng o f tho actual work on the Ptemlsas, whichever first occurs. 9.7 Termination; Advance Payments. Upon term1nat1onof this Lease pursuatlt to P�111grijph G.2(&) or Paragraph 9, an equitabl e ,i:djustment ,hall be made concerning advance a�e Rent and anv other advance payments made; by Les see to Leuor. leS5or shall, ln addition, re tum to lessee sc much of lessee1s Security Oepo$lt es hes not been, or Is nr,\ then n:qulred tt> be, used by teuor. lO, Fl:eal Prop•rty tu u. 10.1 Deflnltton, A5 U5ed herein, the term "Re.ii Property Ta)(e.5" shall Include any lorm of u.seument; real erute1 general, special, ordln.uv or extt aortllnary, 01 renlal le.,,.,. or tall (ot.herthan Inheritance, pel10nal lncome ore!.late ta)(esJ; Improvement bond; and/or ltcensa fff lmposed upon or lll'olled as11lnst any le�I or ettul!able lnten!st of Less or In th& Pre mises or the Project, len.or'.s right to other Income th erefrom, and/or lusor's buslMU of \&aslns, by.iny au1horily having the direct or lt'rdlted PQwer to tax at'ld where the funds are genera ted with reference to the Building addn:us. RHI Property Takes shall also Include any tax, fee, levy, usessm�nt or cha rge, or any increase therein: (I) Imposed by reason of e11ents occurrlft8 during the term of thb lease, Including but not llmlted to,• change In the ownership of the Pretnlies, and (II) levied or assautd on machinery or equipment provi ded by le,ssor to lene11 pu1suant to this t.easn. 10.2 Pay ment of tlx.s. In addition to Base Rerllt Le"8e shall pay to lusor an amount equal to the Real Propertv Tax Installment due at lea$t 20 days prior to 1he appUabla delinquency date. If anv such Installment shall caver any period of time prior to or after the e11plratfon or termination of this ti.lase, lm'!e's share of ,uch lnslallment shall be prorated. In theevenl lessee Incurs. a late tha111e on any Rent payment, lessor may estimate the current ll.eal Prop eny Tu,es, 1nd require that such \a)OC!S be paid In advance to leuor by Lessee mot1thlv In adYan.te with the payment of the Dase Rent. Such monthly payM�tsshall be an amount equal lo the amount of the est imated lnsbillment of taxes dllllded by the numb" of month$ remaining before the month In whll:h said lnitallment becomu dellnquent. When the acMI amount of the applh:abte tax bUI Is knowl'I, the amount of such equal monthly .idvinco pavm0:nts shall be adJusll)d u required to provide ttie funds needed to pay the aJlpllca ble ta1<es. It the amounl colletted by tossorls lnsufflelent to pav such Real Prope rtv 1&){8-S when due, t.esS\le shall pay Ul!ssor, upon demand, such addltlontl mm as Is necessary. Adll)nce payments m11Y,be-lntermlngled with Other moneys of Leu or ;;1nd shall not bear Interest. In the ewnt of aareach by lessee In the performance of lts obllgattoM under this lease, then anv wch adv;ince payments mev be treated bv Lenor as an addltt om1I Seculitv Deposit. 10.3 Joint Aueumant. tf the Premises are not sepatately assessed, leuee's llablllty shall be a11 equitable proportion of the Reill Prop erty Tuite$ for all of the land �nd lmpr011en1en1s l11cludi!d Within the tax parcel assessed, such proportton to be conclusively da:terrnlned bv lenor from the-re.spec.tive vih.tiltlons assigned In the asses$or'f worli sheets or such other f11formatlon as may be reasonably aval 11ble, 10.4 Parsonal Property Ta xes, less.ee .shall pay, prior to deUnque ncy, all taxes auesle-d a113ln:lt and le11led upon Lusee Owned Alterations., utility lnstaltatlons, Trade Fixture�, furnhh!ng.s, equipment and all personal property ot L.ess.ce. Whon posslble, Lem!e shall cause Its Lessee Own� Alte ratlonsand Utility Installations, Trade Fbi:tu res, furnlshi ngs, equipment and allolhe, personal property to be assessed and bl\led separately ftom the real property of lessor, If any or umee's said pr operty shall be amssed with Lessor's rtal pr operty, Lessee 1hal\p1y les.sorthe tax&s attrlbotible to lesse e's property within 10 da.ys after ceceipt of a written ttatement setting fort h the U1xes 1P9Htoble lo Le1�e1s property. 11, UtUltta5 nnd �Nlces. WU ea shall pay for all water, g.a, heat, llght, power, telephone, tmh dlsposal and oUler utllil1� and servlcessupplled to the Premises, to gtthu wlth arw taxes thereon, If any such S4!1'\/lces ;ire not separately metered or bllted to Lessee, U!-me shall pav a reason1bte pr�ortlon, to be determined by Leuor, of all chs111es Jolntly m�tered or b!Ued. The1e shall be no abatement ofrenl and Ll!s$or shall not be llable lnanv nHpect whatso(!",ler for the lnadequacy, �oppage, ln ttmu ptlo n or cns'°nttnuance of any uUlltv or service due to riot, itrlke, labor dispute,, breakdown, accide nt, repair or other cause bli!vond Lauor', reasonable control or In cooperation with &0V('rnmental request o, dlrecttom, � en d,vs of Lessoer n,1n,n ,equen, lessee agrees to de�., to lessorsuch Information, documenu and/or aulho rlzatton " "'"" needs In ortle, !or INITIA� . � t!l 201 9AIR CRE. All Rig ht< Reserved. 1.!11 Edited: 2/25/2021 9:53 AM STN-27.30, Re.vised 11-25-2019 Page 8of 16 EXHIBIT 1 Le.s.sor to tomply with new or existing Applicable Requ irements rellltlng to commercli\l bulldlng energy USBge1 ratings, and/or the reporting thereof. :, 1 ,t, Ul81Hfl•rt and S�1bletuR9 14 1 tu,or1t Coe:iuRt l\tqwlrad la) L11Ulllll ,RaU111>t t'IIIURID•ll'I orb'/ QillJl�Oll ol lair: ?StlQR tr1ivle; Mof1!U8t or tncu�(,oll11ctt'llli;1 •11111•., •-lt•mr ,•11 Qr 51.1bla1 ill � PQR of LIIUH'r l;:at11Nu, 'n lhlt I Ult ?F ln'l iPe 0�11 lthout I tcrnr'r pRo� !O}-.U(lleu 14ltlll 1,) �o•p0"1�1l-A IPd IU "o,k ,. p11blld'{ hldtd 8111 I 11auo1111 1hl(k t11cP&Aflllt I d1iJR91 h1 ,1:1, '.(IAIIOI oFIQIHQ 1ball (Ql1Uil11t11 an �'It ieq,1itln,9 tOPftN tl:i1 tCIAIMII; OP I f'IMt lblhe bad,, 11f Uk or mnn of tho lll,'ltlllfl CORl�OI of I ttl88 lhlll (ORCtl!utt 1 chaneo iR COA\l'Ol lor\Ris puipou, M The h1•u�I• ,1 1flt1nt of• e1 r111 or 11, au.1, IA JR¥ tr:;inuctlGn, or reilu of ,ra111awon, \bit ,,,,�, l)f:mQ,Slt, 1ale, 11wq1�clttal\ flnanclng. tr.anlfar, la •atefJ'l'd b••t o I 01 aU,ar,,1,1), ,.,boehor or Aol a IC1tmol 2c,l9nmert Qr 11,'f0'11eutlon of lhls ba11• or \eu,,'1 "'"'' ort11'11 'rMCh re51:lt1 er wiH w::!t In a Po1duc'1n ct tl>o lbiOI i.llQ�l:1 of leGCQQ bi,• an a"'ouM 9r90tor\h11A a,K of ,u,11 Met \UgqR 11 It !IOI NPNHnt,d tl thetlq,e o,f\�Q IIOIIQlttlon Qllhlr tem1 or JI tho limo of tho MOIi '.eGCIO� asclgqi:.11M to11 ,h!ch l1uorb1t cow.intad, or a, II 011lctt lmm1dla10__, prJne to t;tld(t2nractloA orlnnue�or, «instltut,ns ,,,ch reduction, u•hlcho1•1r1i1•a• 0� gr&Wo!r, chJll�dlt.id an ;iutencu,u ol w, I l)(MQ to r.ublch LoeeorMa',' udU,hold 11,,anun, •NnH/Q,tti gf , .. , .... lhtU "11011 lhl 1111 1 Gll'th of l HIQI) 1(e11cludin9'.lny 0•1m1rto,rl en1bll1hod undw sonenl¾•accoptod accc 1Al!na prln,lplu Id) A.n 1ui9nJ1:11nt Pr, htattlne o ltho 11 coqctnl ,hitll, 11 I ,uor'c option, be> Oe�u11,ut.1blo afttr noti"8 par P<IA9nph 1� Jld� or a none11nbla aru� urilh\'J• t Ille n.-.•nlt 1• of 1n•,1Mtko ltld onu period If leitof ale ctr to troat 111Cll unapproved aulanmanl or ,.,bltWne II a l'IOAC.•J�able i111ac:.", lHtor fPI',' ,olthtr· (tt- 1"m1,a1, '"' LnlO, o, 1111 "P" 10 d,,,, ""'"" "�"• I,".," IP, m,nt.i, 0>11 •on1 lG UOM ofth OilO R'°l lRoo lo oflo� '"''"°' IA lh• $'"' oll'"h B,oa<h ar:id rental idJuum,nt, II) lho p,,ec:h;u,o prlc,o of >rw QPtloR to pu�cAa,o Iha ?:ra<rl,01 ti old hv I enae,hall be wb}tct to tlP'llar adj,,etment to 130% of the prJ(;a p111• 10,11ly in tfftGt, and {Ill allffxed a11d non �"'" ronlal adj111,"1IRU ,chcidt!lcidd1,dn9 ,ho co n:nhdarof \he 1?2'0 ltrm ,�an be J11m1sedto t 10M al tho sched,,lad Jcljmtod f!ll11t ,10»)-llAo�u�•••'�•�u�•�•"'d�.t»�u�eraph ll 1 b1 L(l,1er 1h:tlt b• tii:.-tittd ta ca�p•nA,QPI' da�aee1 and/Gr h1jt,1n,Uuu 11.U11f !LI J qc,gr n:iay •i11�1onabl.1 u�ll�hold CORl(IAI 10 ) pniporod lCIIQAIJIClnl or lttblet\lns If Lo\lUM le IP °'ll;iult >t lht limo tOf'UiR\I[ req11Q(t11d Is) hlo l¥ilU,rt;1ndln9 tho fi.m1 eolre, allcwrlna a tit ml�h>'l lt pol'Uon ofthG li!t01J1he1, lo 10 1q UNO for,t orlO!t1 lo bC111ted b11;1 lhlrd par\y•"ilndgr In connoc �h)A lttl 1.1:iCI lnlf)llil.h>ll or l 1<tndlne, fXllChlRG 0, paiypR0M chall 110\ con,1hu1e l "'blqttlns 1::1.l f.lMII lrld ,ondll.to11,,'lppll11lal1 U Aul,nMIAI tRdS11b1 ... ,,. (a) Rtt&llcdltf' nlles10□ wnsent no asslanmoot oc subletttae sbaH · (II be effectht& udlbout the ewpcttu written PFWmptton ""curb assignee or "bleueeor tht 0bi1tPdo11, ofl met nrldor this le1,e, (Ill ralea1• leuu of any obllaa"ont h1r.at ,ndtt, orUMI 1he, lilt pi:IMaPa• ll>blli�•eflu1eoo kir lhe p11irman1of II.OM.or !or !he pal:fo tifr<IRGO afan'I o,her obl'&H,0111 to In pafforM1d by leun lllil l•nor m)•i IC'11pl Jltnt or p1A01mar:ic• of I woe·, abll9a\io11f team a,w poq;on othu than l<tM'81 pat1dl119 ,ppw:alordtupprorl sf ,n :UilORf!AOM �lalth,ara dala 1,11n tho appio,.,, or Glnppioval of 11ach udsnm.iint Rortho accoptanCQ of Ptnl o, pa:c!o,Ma11ea 111111 «rn un,uo , ,.,al'o,grorectoppol ot, auo,•1 �la.M IQ �C!fQ IU mmedla, for t UF'l011 0&1iult g( lhaadl. le) I auor', conu1AI W 'lfl\' ;m i9nm1nl a, ,,,bletiln& ,tia.ll nee ,;gr1tlMt 1 conr♦Pt 10 a1:,,; wb1nquvnt aul9n'-l'4nt Qr111t118WAQ, ldl In \j;,11 Qlrenl of anyOelaull or 8re>c;h t-,, 111ur,e, I ass or ow; proceod dltoctbf ;,9;,f nit I au PG, 1n•i1 G11J,an,o" or an•rro •l111 ro1pon1lbl■ fQrtt:1 PPtlow11nce of let'8e'r nbll!lttlont 11nderthlc L-83'0, lncludln9 �.len110 At n1bl1ne 1, 111IU1nul Ur1t 114l:,a111�n9 l 1uor 11 POmedl•I ?ftlin(t ?N,t oth11r perso11 or o.ntw,.,�lble \h111ok-r 10 tuur, oe a,w ,er.ml\¥ held b\' I uuo,; 1,1 �a&fl 1oq1191t tor &OPIQAI '" 1n anlenmenr 01 11 bl11t:UnQ d�illba In ... ,1t1n9, ,ccompanled b\• lnh:mnal1oA relouJnt 10 Leu Hf"• dolerm'na\'lon H tg tha fin}nthl ilAd op11nt1oral r,"ponllbJU� and 3PPt<IPFl3\eA8'( of lho prqpo1ed >tt\9ne1 o, r11ble1,,ag, ioth:dlngbul not 'lmittd lo tho ln'°l\dUd 'om• )Rdi4)r fQll;t:l�od mo4lflntlon of 01e Pee111!re11 lta11 1,,, \OffCllhM udtb a fee of $50Q ;rt (on�ldont1on for I 01ror'r cQPt'darl11e and procaulne 11ld w,\nett 10"00 agrou to pro,Me I or roe udtb ,11,h olboc or nddhional 1Pf4rrp1tlcu1 aR#Qr doct1mon1at1on 1c m3',• be ttaronablV ,,quoited ($oo ,rco Oanar:,,ph 36) lfl AA'f anlQRH ct Of hlblHHQ URdll', this' saso shaU, bi.• roacon olatceptin9,,1ch 1UiQPMOQ�, anhulne IPlP met-u,b1Hst1 eren,ulne lnln l)QUIIISleA olthe Oremltes or an•,1 poAion tlHueof, bo doetTied t<> h,::,,,o auu«iod :and o1er<1ed ,A confotQ'.1 and eoin ,Wt••�lq el�h nod Cl' fll\ tum, C')lranant (;OPdltlon and obReallor R1141h te bo ob111P all o, flarferq,ied by L11&•t d"Clne 1/.\,ttrP' ofcald ai;11en<r11n, or 1,:b1ea1fl otller ,tian cuch obU91tlont ;u 3Nl contruvt.o 'olrln con,lltent "Ith prcui&lon, of '" auianmeol 01 toble11e 10 which I mar bu tpeclf:lcalltl tot:tunted to In mrlUAQ te}--1.ouor't ,;or.cent to ln'/ 1csi9111n•flt or ,ubleWne cllad �ol band1u to the attlsnw Qt o,blocraQ >f:'l,P 0pNoneranWd 111 Iha a,ieinal Lenoo 1;i,1 Hilt, ,,,o � tnnrftirlt ,poc/kcalb;co11,entid 10 byteuer lnl'1rt1be {S110P:m9tlph �O 2) 12 i Addldonal 'RltA-11 and CondltloH J\ppllc,bl•to lit bltn:IAI tt,o foU011dPQ tfllmr >nd eondrdonc rh?U 1ppy 10 an•,• fll�lt(pg b\• laic,aoof alt or any pl� of tha ll:temi1a1 and th all be d&emod \,:,duded 111 atl soble1Se1 undQt 1h11 • •�•e •¥Aelb•r or not o•p,-ecely /ncorpo,11ed th11ro lr· 1,1 'gs fol horgby nsl9nt andHandets IQ I OUQT 21! off HIGO'• IAlUHl In 111 •u•t pa•,'lblo on aA 1/IUblone, 1nd I 11mu PH'/ coll"• fllth Roni and 1pp1'/ W'1Wl \OWlld L4uoa.'t obll&1UoA1 ondtr \Ille I aatllj pro: ld11d, l�OI' Ot1 1"', thll unt11 a l�eath 1h1H 11Wlf In tba po@rR131\CO af I 11strt11'1 obll9;illttA I, Jteuie maycollet;I IJid �IIFtl In 1b, lt1'41AI lhat ,ne ?MC'IRI collected h¥ I 0110( 8KCNdG L01£oClt'I then OU--URdlne ohll9at1ons 111�•,vell ,x�••t Ehli bew!stndrd to Ltssee L,uor ,hall POI, bl/ IOUOR Dftl:lt lor•aolneor 1A'f ac1l91Mtnt ol 1111,:II cublea,e1 norbr,1 (IIHQn of th• eo11,�'i19A el R\lnl, bt da\lmd 1',bl■ 10 �e toWtclto I-Oran•• hlhlft oflQltH to 11odoiM ll'ld �omp!y ml,IIJn•t of L(mH't o�llaattcAG to cuctl Ct,1blo110t l'liisteo llenby lrrtno;abk a,,1hodu1 a�d,rreclt u,,w+ rt;,/c11«1t, 1,>on rrllGQip\ of., w,iu.tA noU'8 fR>A'I l•11or Oad119 that a Ptnch orlU1 In lhe p11P:ortn1nc1 Qf I 11ueo't obU9Won1 under thit I one, to pay 10 Leu gr )I! Roni d111 1.md to bo;omt dne uodQt tho r11bl?)!O $nbh1Ut111 cb:all '?'l�OA-iA¥�or and thiU p�• all PIPfltl lo lo1,otwlth111.11 tRlf obll&1do11o or rlftb:t to l�qvlrt u tc •rhalh$. u ch Qrnach nxilt1 Mtu�lh,hedlne >"',• clAlql ffiom I 1011P In the ,;qnlraio,, lb• IA \ho u •eAtof a lho;1ch b'f 'Ainu, tenur n,a,. 111 lu opi:lon, roq•�r• ,11blotcl'u1 to attom to I eu or, ln whlGh w,tnt eeuorthPU 1111dei:t.Jh lho obll&1tl0Rt of tho t11bl11,uw 11Adu nd, 111bloace lrorn tho tJm11of the 1111e<cl,e of cnldcptlon &o IRo axplrntic:m of cue� tubluu1 ptotcld1d, l1owe11tt, liner thiill ,o, � .. llablO lor lA\IPUPlld ronh or mrrlW dopo,itp1tld b1• ,,1et:'t ,11b1H1oe \o ,.,.,b S11blt15«i'r pr f.or aJ1yp1lor Qefa-.il-u �, areaa.het gf u1Gti. ,11Cil11t.ior 1,1 l'tr'J rta"ar 1eq1 1ltin&\he 'OctA1e11t Ill ttia cvblet"'' l.l!Ulor , wblu11 1hall alto requl�o tbec:onr11nt of foes�• ldl filCI roblauot 1hallfoAhor aulen o,r 111blel all or Jfll, pJf!t of the Pramfsllf uilthnutl tttcr't prl11rt •r� �o) I ottor 1h�ll de!J.1or > copyol nm;notlca of Peh1dt or a reach b•/ Ltnoa 101h "1blo11u, ,vho shall hm11 the rlet-• le cma\11■ o,hull "' it OH 1uilhm. the QPOI padod, if an'i', 1petiliod lA tuch notka Tbo h blet*Oe 1haU haue l J;15bl or r1l1RbUrttmeRt11nd ofhat ffO� tod 19zirU LlilUta ku ll'lf 51,ch Oefa11ltr cuied �¥ 1hl wbttllM U, Dot.Jlt} Breuh� Remedies, 13,1 Dof•ult; Btt:ech. A "D11Ja ult"ls defined as a faUure by the Lessee to comply with or perform any of t� terms, covenants, conditions or Rules and Regul.lt1.ons under thls Le ase, A •ereaffl " Is dcH!led M the occurrence of one or more of the followlng Defaults, and the failure of Lencre to cure such Default within a applicable: grace perlodi (0 2019 All\ CRE. AU Righ ts Reserved, STN-27 ,30, Revised 11·21 ·2019 latt Edited: 2/25/202 19:53 AM Page 9of 16 EXHIBIT 1 la) The abandonment of tht Premlies; or the vacat1 11s of the Premises without providing a c.omml)rctally re1:uon able level of murlty, or where the c:overage of the property Insurance desctlbed In ParagraphB,3 rs Jeopardized asamuJt ther<!of,or without pro11ldlng ren$onable usu ranees lo mlnlmlie p otenttal vandallsm. (b) lhe f.illura of L11s'8e to make art( payment of Rent or any Sec�rlty Deposit re�Ulred to be made by Leu ae hereunde.r, whether to Lessor orto a third party, when due, to pro-.itk! rf'.Uonable ltVldence of Insurance or surety bond, or to fulml any obllgatlon u11der this Lfase wh\c:h t!Odanaeu or threatens life or propl!rty, where .such (allure con tfnues for a period of 3 bUslness days followlng written notice to Lessee. THE. ACCEPTANCE ev LESSOR OF A PAl\ll AL PAYM ENT OF RENT OR SECURITY DEPOSIT SHAU NOT CONSTITUTE A WAI VER OF ANY OF t.tSSOR 'S RIGHTS, INCWOlNG lr5SOR'S RIGHT TO RECOvtfl POSSESSION OF THE PREMISES, (cl The failure of leS$Qe lo allow Lessor and/or lt.$ aaents acco� to the Prt:mlses or the commission of w,sle, act or acu eonstttutlng pub lie or private nuisance, and/o r an lllea•1 actwl tyon thG Pre.mises by Les.s-ee,where sueh actions c.onUnue lora period of 3 business days following written notice to lessee, In the event that Lessee commits waste, e nuisance or an Illegal ittllvlly a second �me then, the Lesso, may elect to treat such conduct as a no,n.curable Breach rather lhan a Defaull. ldl The failure by tu�e to provide [11 reasonable written evidence of compliance wlth Applltable Require menu, (111 tnlil Hirvlce contracu, (lll)thc �clsslon of an unauthorized uslanment or subletting, (Iv) an Estoppel Cert lfk:ate or Hnancial statements, M, reque�ed subordlm1lfon1 (vi) evid ence concerning any guaral'lty and/or Guarantor, {v!l) any document requested under Paragraph 42, (viii) materlat sarety datiill sheets {MSOS), or (Ix) any other documentation or Information which LesKJr may rea1on0bl'!' req1.1lr1 of leuoe under the terms cf this le:11se, where att)I such fcJllure continues for a period of 10 days followlng written notice to U!Htf!. (e) A Oefalllt by Les� as w the term$, CMnanU, conditions or provisions of lhl$ Lease, or of the rules adopted under P-ar;graph 40 hereof, other than I hose described In $Ubpar.igr-aphs 13,l(al, (b), (c) Qf (ti}, above, when1 suth Default conttnues fo r" perlod of ao daYtafter w1\tten notice; pro'Jlded, ho�vor, that If 1he nature of Lessee's �fault Is such that more than 30 day, are reasonably required for ltscwe, then II shall not be d�med to� a Breath If Les.see commences such cure within said 30 day per kid and thereafter dlTigently prosecutes such core to completi on. (fl The oecurret'ICe of any of the followlngevents: II) the making or any general arrangement ot as�lgnment fotthe benefit of cre dltofl; (II) bacomlng a �debt(lr• es defined In 11 U,S,C § 101 or anysuaes.sor statute the reto (unle ss, kl the ease of a petition filed agalfdt lessee, the same Is ditmlssed wltMn 60days)i (nl) the appointment (If • tru staa or re«1 Net to tab pomnlon of subsl,ntially all of l.es$et's ,s� located al the Pri!mlses or of Lenee's Jnterest In this Lta.s:e. where pocmslon Is not re stored to Uuee wllhlo 30 days; or (Iv) the att,chment1 exetutlon 0crother Judicial selture of ,ubstantlalty all of lessee's as.set! located at the Premhm or of Les.sea's lntere$t lit thl� Uu1se, where such 9eJzure ls not discharged within 30 days; provided, however, In 1he event that any provision ot this subparaaraph Is eontraiy to any appllcabla In� suth provision shall be of no force or effect, and not afw:t the valldlty of the tomainlna pl'O'lislons. (B) The d't$co1,•fHY llut any Rnanclal statement of Lessee or of any Guar.11nto, &t\llln to Leuor was matetl1llv false. (hi If the performance of L1m1ae's obllg;il1ons u"der thls leasa ls guaranteed: {IJ the death of a Guaran to r, (II) the 1ermlnat1on of a Guaran1or's liability with tespect to this t.ea1e other than In accord ante with the terms of such gu;ranty1 (nil a Guarantor's beco ming tnsol\lt'nt or th & subJ1ict of a bankruptcy flUng, (lvl a Guarantor's r1iusal to honor tlia guaranty, or Ma Guarantor's breach of 11.5 guaranty obligation on an anticipatory basls1 and Louee's failure, within 60 days follow Ins written notitt of any suell event, to proYlde wr itten alternative assurance or security, wh\th, whe.n cou pled with tho then exbling resources of tesste, equals or exceeds the combined flnandat ce sour(es of Lu see and the Guuantors that existed at the ttme of e�ecutfon of this lease, 13,2 Rem!dlr.'ls. If te:wie fa.I� to perform any of Us affirmative duties o, obllgations, within 10 days after written nottc• tor In ca se of anemersency, without n-otite), Lessor may, at IU opUon,perk>rm such duty or obligation on Lenee's beha lf, Including but not limited to the obtaining of rf)a1onab?y requi red bondi, Insurance pollcias, or governm ental llcells es, permlt1O, approv.,ls. U:lssee 1hall pay to Lusor an amount equal to l1S% of the com and ekpensei Incurred by Lessor In such perfo rmaote upon rec el pl of an lnvolc'1 therefor. In the event of a Breach, Lestor may, wllh or witho ut furtMr notfceor demand, and without Umlttna Lessor In the eXi?rthe of any rleht or remedy which Leuor may have byrea5on of such Breach: (a)Te rminate lessee') right to possession of the Prem I Jes by any lawful means, In which taJe this L.ea,eshall t�rm lnate and Leuee shall lmmedlatll:ly JUrrender pos�sslon to leuot, In such event Lessor $hall be entitled to recOYer ftom LC me: (I) the unpaid Rent which had been eame-d al the time of termina tion; {II) the worth at IM tlmeof award of the amount by which the unpald rent which would have been earned after termination until the time ofaW\lrd eitteeds lhe amount of such rental loss that the lessee proves could hwe been reasona�'t' avoided; (HI) thQ worth at lhQ tfme of award oftJle amount by which the unptld rent fur the balance of the term a rt e, the time of award exceeds thl! amount of such rental loss th at the Lenee proves could be reasonably avoldedi and IN) any other amount necessary to comp1msate lesw tor' all the detrtment proxlma tely mi std by the t..essee'l failure 10 p!rform Its ob!lgat101u under thl5 lease or which In the ordinary course of thlng5 would be llkelyto re,.ult therefrom, lntludlna but not limited to 1he con of rtt:overlng pcnesslon of the Premises, t11penm of re1ettlne:, indudlng n&ees sary renovation and 11ltertt-!on of the Prtmlses, reas onable attorneys' k:U, and that portion of any leaslng oomml,slOn paid by Lessor h't tonnectlon with this teu e 1pplkable to the unexpired term of this Lease. Tho worth at the time of award of the amount referred to In provision (UI) of the lmMedlately p,ecedlna 1tm t�ce lhill1 be computed bydls«iuntlrig such amount at the discount rate of the Federal Reserve Bank cf the Dbttlt1 within whlth tho Pntml�s are lotatod at the time of �rd plu, ol\e percent. Effort, by Leu or to mitigate damages caused by Unsee's Breach of this Lease shall not waive lessor's right to ceoove, 11ny damages. to which lessor Is otherw� en ti tied. If termination of t11ls Lease ls obtained tlirough thfl provhlon11I remedy of unlawful detainer, Lessor shall have the right to recover In such proceeding anv unpaid Rent and damages al are r9coverable therefn, or lessor may res erve the r'8ht to r�c over all or any patt thereof In a separate 1,ult. If a no ti ce and grace period required under Ptlr;graph 13.1 was not prevlouslv given, a f\otlce to PBY rent or qult, or to perform or quit give n to Lessee under the unlawfu l detaff'\tr statute shall also trJns"tute the notice-requited by Paragraph 13,1, Jn such ea se, ti� applicable grace period require-ti by Paragraph 13,1 and the unlawful detainer statute ih•II run concun ently, and the fadure of less� to cute the Oetault wtlhln tha grnter of 1he two such grac:e pettods shall constitute both an unlawful detainer and a B re ach of this Leaw entitling lesror to the rt1.medies prc;.,.lded for In tlils Lease and/(lt by said statut@. lbl Continue the Lease and Lessee's right to possession and recover the Aent as It becomes due-, In which ev,ant Leueemay sublet or aulgn, subject only to reasonable llmltattons. Aru of maintenance, efforts to relet, iillnd/or the appointment of a receiver to protect the Lesso,1s Interests, shall not con stnute a tetmlnatJ.on of lhe Leuee's right to possession, (cl Pullueany other remedy MW or hereafter available under the laws or Jvdlcl.il deClslon s of the state whflreln the Premlsil are !ocat�. 'fhe explra tto11 or termination of this ume and/or tho termln atlon of Les�e•srlght to po-™lsslon ih;lll not relll!v<t Lessee fr om llablUty under any Indemnity provisions of th I$ lease a.. to mJ.tlf!l'S oQ:u rrlns or accrlllng durlng the term hi:reof or by re.ison of Les�e•s occupancy of the Premises. 13.3 Inducement Recepture, Any agreement for free nr abated rent or othtr charges, lhe cost of tenant improvements for ltruee paid for (If perfo rmtd by lessor, or for the giving or paying by lessor to Cir forleuea of any ca1h Mother bonus, Inducement or consideration for l@SSl28'1 ente ring Into this le Me, all of which co ncessions •re hereinafter refe rred to u "lndutflment Pro'llslons," shall be: de emed eond ttlo11ed upon Le:!>$ee't full and hilthful perf(lrm1mttt of all of the term$, ccwo nanu and condltlol'IS of this Loase. Upon Breach of this lease bV Lenee, any such lnduetrnent Provblo11 shall autom•tlcallv be deemed deleted ftom thl$lea�e and of no further force oreffett. and anv rent, other tharee, bonus, li\docement or COl'IS!di!!r11tion theretofore abated, g\Ven or paid by Leuor under ,uch an � • Provision ,h,11 ,. lmmodlal•� duo ,nd payable by ,,,.,. to '"'"'• � ng any sub$eqUefll cure ofnld Breach by u,s,ee. The ae<epta�,� . by . IN ITIALS > © 2019 AIR CRE. All Rish� Reserved. Last Edited: 2/25/2021 9:53 AM STN-27.30, Revised 11·25·2019 Page 10 of 16 EXHIBIT 1 Lessor of rel\tor the turt of the Breach which 1rima1ed the operatfon al thls parasraph shall not bt deemed a waiver by leuor ol the prcwlslons of thls paraaraph unless s!)(:ldheally so stated In writing by Lessor at the t1me of suth acceptanc.e. U.4 late Charges, le,See hereby atknowledgcs that late payment by Lessee of Ren\ wlll "'use Lesso, to lntur cosl.S not �ntemplated bythls Le ase, the exactamount of which win be e11treme ly difficult to asan taln. Such ooru Include, but are not llmlted to, proceuln& and auountlna eha,get, and late charees which mwbe lmpcsed upon Lessor by any Lender, Ac:cordlngly, II any Aent shall not be rece\vtd b, U!norwl\hln 5 days after wch amountshaP be-due, thtn, without anv requirement for notice to Le ssee, LesseeshaU lmmedlatety pay to U!ssor a one-ttmelate charge equal to 10" of each such OY!rdue amount or $100, whichever b greater. 1he Pa nias hereby agree that such late ch use represer'lts a fair and NIBSonable estimate oft he costs Leuorwlll Incur by rea$0tl l)fsuch late payment. Acceptance of such !ate charge by Lessor shall In no event constitute a walwt of leuee's Oefautt or Brtadi wtth mpect to such overdue: amoul\t, nor prevent the I exercise of any of th& other rlahts and ,emedles aranled heruunder. In Iha 1111.W \hit a la,, cllaFf!,a 11 pay�blt lltN••Rdtt, tt+Mh,r or AOt c�last.t, fQr a Q&!An;wlilw 1Amllmaf1 ,c of llan Ran-, tlmi 11olo◄-h11udlP9 JP'f ppgorl1kln gf 1�1, 1•111 lo\ha cerurafV, tu, Rini ihal� a�11uor'1 op�on, b1wm1 duaand pai1tblt qwaRoslr: IA ........ 13,S lnterttt. My monetary payment due Le sso r hereunder, other than late chtrges, not ,ece lved by Lffl.or, when due shall bear Interest from the llSt day after It was due, The Interest rrnterast�l charged !hall be computed at the ratt of 1oKper annum but shall not eKCeed the maximum rate ahowe.dby law. Interest Is payable In addition ro the potential la\t dmgeprovlded for In PJraaraph 13,4, 13,6 Brt1ch b, lessor. (a) Notkt ofBretch, IA.Hor shall not bl deemed ln breach ofthls Le11e unleu Lessor Falls with.I n • reasonable t1me lo parform an obl laatlon ,equlred to be performed byle5$0t. For purposes of this Paraa,aph, a rea,onable time shall In no event be lds than 30 days after tecetpt by Lem,. and any Lender whose name and address shall have been furnlthtd to Lent e In writing for such purpose, af wtltten notice spec:1,Vlng whtl'eln sudl obllaatlonof Less or has not been performed; provided, howeve r1 that If the-nature of Lessor's obllptlon Is such um mare than 30days are reasoitably required for Its perfo rmanceA than Lessor sh11II not be In breach If perfor mance Is commente� within such 30 day tMrlod arHI thert1fter dlllgenttvpu.rsued tocomplttlon. (b) Perlormance by Let.see on Behalf of l.essor. In the event that neither Lessar not Lender cures said broth within 30 days after reailpt of said noltte, orll MVlnt commented said cum thev do not dlllaentlv f'Qrsue lttocomplatton, then 1Asw11 may electto eura sald b,each at lessea1s expense and offset from Rent tile actual and re asonabl4 �" to perform sudleure, provided, however, th•tsuch offset shall not exceed an amount equal to the greater of one month's ease Rent ot the Security Deposit, re-setv1n1 le$St1e', rlaht to seek reimbursement fro m Lessor for anvsuch expense In eKat$$OI such offset. 1.esseeshad document the cost of said cure and supply Hid documentatton to Lessor. 14, Condemn etton, If the Pre mises o, any portion there.of are taken uRdet the power of eminent domain or sold under the threat of the exettllt of said powtr (oolleatvely "Condemnat1on"l, this Lease sballtermlnate as to the part taken as af the date the C1Jndemnlngauthorltytakes Htleor poS$t.SSlott, whichever first occurs. If more than 101' of the Bulldln& or more than 25% of that portion of the Premises not occupied by any bulldln& ls taken byCondemna.tton, Ulssee may, at Lessee's. option, to btwirclsed In writfna wtthln to days after Lessor shall have given Lessee written notice of such taklna (ar In the abM?nce ofsueh ootft&, within 10 days after the condemnlngauthorlt.v shall have lakeo posseulon) termlnatti lhl$ Lease as.of the date the condamn!ns authority takH SU<:h possession. If le�see doet not terminate this Le:asetn aa:ordance with the foreaolne, this Lease shah «1maln In full fottaand effect as to the portion of the Prorl\lses remalnlr,e.etcept that the btse RentshaU be reduced In proportion to the rtductfon In udllty of the Premlses ceused by such Condemnation. Condemnation awards and/or p-ments shall be the property of les sor. whethe, such award shill be made as compensation for d iminution In ¥alue of the leasehold, the value or the part raken, or for smrance damages; prov ided, however, that Ltssee shall be entitled to any compensatfon paid by the condemnor for Lessee's rtloc:at1on expenses, Ian af business goodwill and/or Tr ade flKtures, Without resard towhelher or not this Lt:i st Is terminated pursuant to the provisions of this Parigtaph, AUAltetattons and Utility Installations. mada to the Premlsts by lessee, fa r put90ses of Condemnatton onlv, shall be cons idered the property of the Lessee and Lessee shall be tt1tltled to any and all co mpensadtm which ls payable ther1(1ir. fn the Mnt that this Lease Is not tarmlnatad by reason of the Condemnatfon, lessor shall tepalr "IIY damage to the Premlses caused by such Conde mnation. 1$ IIJGl111ra11 .... II S5 J Acldl"'•II Cono-11slOA IP addldon In 1�1pa •i'�DRH o,�1ad puu1aaiUt.11 Pa,aa,aph � Oaiaouo1 IHUF •&�HI U11t1 I•� 1,LeH .. 111.-�HIIRY Op&l�R, Ud II 1111"011 o, :liAtfORQ afflUalod u�h I HUii a;qulJ:GI IA\l liehH IOI�• 51:flMiltll 11,1111b,, pflmlHI QjlFRld b; lt1Hi:and IOHltd ttilllllA d�• lillH ll1oj11;&, IIIA\'1 ll�UIIR 111Qlch c11t ll:r•MIHl 11 lo mad. 1,11& lfilHH feAlllAI IA p,HHUIOR oi1t:ae llF1mlu11, 11,lllllh• CGAIIAl t111i1 flUOfi aRe,u,a eicplRl�IHI oUlll5 I IHI, D�4dl It lac. Aea&ls IAGflH·� oi11,111u bt1 IBIOIMIIU OF opo.aChilA ul IA 11e;alalh1A Gl:;11111 IIHIIA, ,11,11, LHtl' 111111 pa1,1 UA11k11R1 a fa, IA acco�lACII ulidl Cha 1111 lid\a .. ,, otlhl lhukar, IA llll8'1 111111 lllnlll lllfl 141i11111i'al tNICUlld :n.1 pcO'll5IOIU ot&hl1 pa�ae1apl\ alt IM1nd11d IO IIIPlr:fitdl the ,-:oi1l1loA1 OI IA'i1 n,IIH/il&,HIIAIIA' te lh GIIAIA1¥ n ;a 110111151:dH ot06lll1•iwn• IAY .*'1111; IUIFIRd1Ue11 al I 11mo1 11 ilUtMUI Ill lhl1 I 111a, 1hall ll1 dHAlld IO lla-• HIUMlld I llilDF'I Dlll)&a'4 1UI �8'1l1Adl� lliokau 1hall Mi 11\IRS·p;iiR�• b1n1PclaslHat t.111 puiulcllnu at Pia11gcapll1 I Q. lS, :22 a11d U Ill HCOI tallc 10 pay to IIMJhn a� '"'01 11111 do, 11 IA. roe: llrolcaca .. ''" p1r1afniAa 10 thit I ea.,. 11sh1n d1,19w 01111. such amo'*"'' 1hall xau11 1iu110&1 In iddldoit, If L1c11r fa"''' fl:a\•IIW)• IMII.IM.1111 ....... IF1hlr11lh1A ...... 1,, ..... au1kiN AU� HAd m�ililH AOIIH IOI IUIH and� .. ". ol111ch fall lr4 ancl le I u1oslall1 lo pay1111;k IRIIIMIAUmlUdA I.O d111t allaJ 11ld RQlt'11 I.IIHH 11:!all pay Hid Al011U lQ u, a,e�,r and raffu1t ,wdi amllllRI, G(pkllt RI Pt Ill )ddllhm, t ,,ma'r •�ok11=11:1,N he 11 0'1':ld lo bt a lhlfll �•"'1• bt•aflclapt cf ti AW con11qlnl11A l8f18Al1AI 8Atlrtd lqW b\l ud/4J btUIIUltA IHH� IRd L1110,!r a,c.A, foFthCI Qmlltd p1npetsa g( cell1r.\lA9 ac,,,, bR!lr.tRfl(I fta lliUlltd lli i a1pt01tAla"lnt 111dlRdJ1Mnl·• ,, lrok1rRllnio111hlp1 IHIU Dl'ld Lino, tact. ftt1FlltAt aAII l'�Ff•n, \11th ulll.tr Uuult 11.athali ROdHIIRp mllh IA'.' pUIOA1 ti FM, luokar. a841AI OS flAdH lgUl1i lhaa lho l,gkcu, I Ad llgtAtl, 11 aA\11 IA l:IIAAtCliOR -�,ltb lbl!F I eac,, and tbat "Q 01111 GUIii: U1111 Hid caamad u,ok,u and A&IIAll It IIAdllad tD .... COIQAIIHIOA or 1Ad11r'l 111 IP roeAOd#CA lttrou41l1 I,, ... and I IUOF do 1a,;b ktMlli•.• aer11 \o IRdaMAI &;, pro'lec.t, ... nd ,nd hid d1• ;,thia, ha,ml111 irom and ap"'"-!labllllr,iro, tOAlPlilAllijQQ oc ,hai:&111 •'lhlcb •ay bo clalMlld b\l .. ,,. ,11ch 1111in111A1d bUlkltti R,utu U 01h,, IIMIIIJ Plft.ltl;,� 1111011 ne •iw dHIIAftl or '"'Q"& 11f 1h11t1d1111Rlf\•ln1 PIM!.1: IAsl1 1dlAae11 ,, cu,,, .. p1nu1, ,uvm•' IIH rn,eAaO�, jq;11m1• 1'ln rtrp11tUh111\u I t&. Estoppet CertUkaW:s, ta, Each Party (as 11Rupondln1 P1rty"J shill w\thln 10 days after written notice hom the olher fli rty (the "fllequ,ntins Purty•)eKeeute, acknowledge and dellver to the Ri,questene Party a statement N1 wrltCng In form sfmlla, to the then mo.st cur,ent "b10ppe1 (ertiftcate" form pubilshed er AIR CRE, plus such addltfanal lnfoonatton, c.onflrmatto n and/o r stat,ments as may be reasonabty requested by the Requestfna Party. (bl If the Responding Party ,hall !all to execute or deliver the Estoppel Certificate within sudl 10 day period, the Requ<sUns Party mav execute an fs toppel Certt ftc.ate stating that: Ill the Lease Is In full torce and effect without modlflcatton tKC:ept as may be represented by the Raquattlna Pa rty, (IQ there are no um;ured defaults In the Requmtlne Party'sperformanct, and (111) 1r Lessot ls the ReQuestfna Pa rty, not more thlln one month's tent has been paid In ad\lance. Prospective pun:hasers and encumbrancers may rely upon theRequ estins .,,rty1s Estopp1d Certificate, and the Respandlns Party shall be estopped from denying the truth of the fa cts contained In said Outffltatt, In addition, Lessee 1cknowledaff that any ta.J iu re 011 Its part to provide such an £stoppet Certlfl catewlll e.Jpoae Le:mr J:[J::_ "°""""IV cau1e Lessor to lnmcosu not tonlampl,ted by th� Lease, tho extent of which will beenremely dlffi'11h to asa11tal� Aca,rdlng�. shou ld the � INITIAlS © 2019AIR CRE. All Rights Re,erved, STN-27 ,30, Revi sed 11•2S·2019 Last Edited: 2/25/2021 9:53 AM Page ll of 16 EXHIBIT 1 Lessee fall to e:xecute and/or deliver a requested E$tOppel Certitlcale In a Umely fashlon. Lessee shall pay to Lessor a fee of $500 lhA mor>thht ��d,-wl!h(l'lt lAV n11qultOMont (Qr nNiCt to I OSSH1 by )A a<flOllnt •ct ,al ,o JO>'. oflAt l�tA •Hlit!Ae Ba 1, '"Int tr$ lOOi whlcR1••111r 1£ euatur far �111malndll1 of the I euo 'rhe Parde$ agree that such lncre.aseln Bue twnl rtpnt�nts fair and teasonable compen�tton for th e addltlonal risk/cons that LeB.o r WIii incur by re a$o·n of Lem e's failure to provide !he E1toppe\ Certificate, Such lntfea59 In Bast Rent.shall In no even t constitute a w;lver ol lessee's Oe ltn1 lt or l:lteach wllh res peel to the lallure to provide the E�toppal Cet'llfltale nor preve nt the exercise of any of the other rlRhts and remedies granted hereun der, (cl If lessor desires to Hnimce, re�oonce,.or sell the PremOOS, or allj' p.a1t thereof, lesse(t and all Guar.intors shall within 10 days after written notice from Lessor deliver to any potentlel lender or purchale!r designated by temr such flnanclal statemenb u may be reuon11bly required by su,h lender or purchaser, locludlng btJt not llmlted to Loute's flna Relal stat ement$ for 1he pa.it 3 ��. All such flnanclal st atemer1ti shall be received by lessor and such leOOer or purchaMtr In eonfldence an ti thall be U$ed only felt the purposes herein set forth, 17, D-eflnltlon of Ler.sor. The term "&Auor" a, used hmln ih1ll mean the owner or owntuat the tlrne In question of the !0Qt1tle to the PremlS<H, or, If this 1, a sublease, of lhe lesue 1s lnlerut In the prior lea$e. In the !!vent of ■ transfer of LailOr's 11th1 or Interest In the Premises or th1s Lease, Lessor shall deliver to 1he tra nsferee or aulgnee {In ca$h or by credit) any \JllUStd Security Deposit held by Lessar. Upon such transfer or a!slgnment and delivery of the Se curlty Deposit. as afore�ald, the prior Le�,or $h�II be relleve.d of all l�blllty with respect to the oblleatlons. and/or (ovenants under this lease thereafter to be performed by the Lesior, Subject 10 the forego ing, the obllgatton:s. arld/ot cove nanU lfl this Leue to be pMormed by the l,.euo r shall be bl ndlns onty upon the l.eS1or u herolnabove dehned. 18., S•11et1blll ty. The lnwlldltyof any provblon of this tease, as dewrn!ned by a court of co mpetent Jurtsd lctlon1 shall ln no w;ry affect the valldltv of any other p,ovlslon hereof. 19. Days. Unless otherwise !peclflea11y Indicated to the contrary, the word "days" as used In this lea-ie shall mean and refer to calendar daY$, 20, Llmlt.o\fon on Uabtnty, The obllgadons of Lessor under th1S l.i2:ue shah not oonstttute perso nal ohlleations of Lessor, orlU partner$, members, directors, offleers 01 shareholde rs, and Lenee shall look to the Pn!mlses, and to no other as�ts ol l<mor, fOf the satisfaction of any llabllltY of Leuor with ro�eet to this lease, and shall nnt seek rec ourse as;ilnstlusor's panners, member,s, di rec tots, officers or shareholders, or any at their personal auetstor such utiriactton. 21, TI me of tuence, Tlme Is ot the essence with respect to the performance of all obllgatlons to be perl'ormed or observed by the Patties under this Leaw-. 22, No Prior or Othf!f Agreem ents;. Broker Dltd,lmer. This lease contalni all agr�ment$ between lhe Parties with respect to anv matter mentioned herein, and no 01her prior or contemporaneous agreement or und1mta ndlna �hall be effecl1w. Lts:sor and Lessee each represents and wa,mnts to the Srekers that lt has made, and Is relying solet�upon, its own Investigation as to the nature, qual lty, character and ftnantlal responslbltlw of the ather Party to this lease and u to the use, nature, qualit� and charactet of the Prem bes.. Brokers h�ve no re sponslblllty with respect thereto or w!lte respect to any default or breach hernof by ell her Par,y. 2i NotlCH J� 1 �Cid" At�••lrtmt:r,h ♦U nralil-;;tr raq,:l�d or por-ml�od b•; thll LeaH o; appUc,btp la1,, 1l>1Q b■ ln•oi!ldno and mai,•bo doll• oml In p■Flaq (brtiand or b\• GOIIFiOF� Qr A'llyba HIU °''"OtrlJr, cert1ft1d Ct ••aMarcd e,;)I or II $ Postal hti�Clli hpmt t4al� dthpm,■61 pt:tp■lct, Qt byhc,lr11ll•\R1PIMIUIOP, otb'!' om:au. lRd 1hail ho dumadsufficlen&tv o�•on lfSCll'lr'ld-iA-a-mlllPOf IP9'iHCJd 'p 1h11 Pm9t1plrl! li lAI i1ddmt11[ notad Jdjaoanl tO a P.ll1\l'U181ilt1Ntt on Ulit L•<W) ahalj b111 ,i,,.,P1r1/1 zddrocc ford■H ,er; or m,Wne W Pe41ct1 Utll.tr R1Rv neiiytJv ,or,Uten no\iceto ,hoo�hor spe,1ty 1 dll'amnt addttss hltnodc:a, e11npl 1hat \ipon teuee'1 ""1RB pore1c!on of U11 Pt:1P'tl111, \he Pw»lres 1b■lt Gon1ttluto I tUQe't Jd#oa1 for"odre II cop•, 9f1hRolltH to 1♦1,or 1PaH 1.:4 emuorsen0')' tnnrmlattd to rucb ?Ui',t 9r pull,u >t ,�h 1ddrancu u I atfcrt1a1; from Mme to time hlllnftor � U 1 DI._. of �IQ&IU l,f'i\l ROUct cent b�1,:091itued er$Or1lf1111d 1111111, ,-tun rHCJlpt �eq11eel111d, 1h11t be dHP'ted l}l••on On ltle date of deU,1111111 thomA: ;n \�e �t c�id orlf no dolh•eA·da1, 11 ch own \he pcsts:nark t�e�eon If centlw 10e1dae mall tba notlca 1hall b•do11rned fllven ll �9••� af\uth1 11me h er;ldPIUed 11 '4qUl�tin ,rd m,11od � .. Ith pouaee �p>ld titoti,a, doiirorod bi• llntt�d S1atQt S>epn11 Mall or •"lliAJehl -;;01irLtrtha1 ei11:ar1n11wu JM!'it da•;dalluel')•llnU IHI deemvr;I sb1en 14 hO'l't i?httdt'hitni• of the nme to the Pflrlal S'lPtlco or Go1ol1r �hallut dtl�•1tt11d b,,, lnnd, or tummlltllldb•J li?Cslmlll) ltan1rqlu!on Gr bytmall ,hall bo dOlltM9d dall-"'�iild 11pun ulual re,olpt 1f I\OoliH le reselt •rf PR t tat rFdJr,1 Sunday gr legrl lwUd1t;. n 1RaU !;111 dUMod r&$1ith�d &nlhe �<Utt bu,lrHl day la a Opt10P1 bllitl"lltP4hnr;IIA6 tht fcmeol�g, In order 10 a�,01,:;iio, aAt;Opttons lcae pa�aar1ph Jg� tllt �IQl#:Cti m•1•tbo 1011\ l;iy C:iilr:tlftsdMail {#IU:tn roc,!pt IOQ!lqU11Q), E>stprou Mall 1,Jenah1r1 requlrodl, "'"c)" (IIOP)\IUQ rA1ftlH1d) cir IClltll 0U1ut' meU,odoloe•tlllal pro<tlde1 a NIUlpt est;;tbll1hln0,U:1, date U11Pel;lcn 'IIH �-· 14. WilllOrs,(a)No waiver by Lessor of the Oeh1ull or Dteach ot any term,cove nant or eondlt!on hereof by lessee, shall be deemed a waiver of any other term, covtmant or condition he:reof, or of any $\lbs�q\lent Dtf11ult ar Bte11ch by Lenee ol the same or of any other term, cove nant or condition hereof, LesS<>r's. consl!nt to, or approval of, ;1 1ny att shall not be deemed to teMder unnecessary lhe obtaining of Lessor's con Jent lo, or approval of, any sul>sequrmt or s.lmll ar act by leueo, o, be constroed as the bas.I$ of an w,oppel to enforte the provision or prOYUlons of th� Lease requi ring tuch conwnl. (b) The acceptance-of Rent by LeS$OI' shall not bo awat>.�r o, anv o eJault or Breach by lmea, Any paymant by teuee may ba accepted i,-, le nor on actount of monle.s or damages due LeHOf, nolwlthstandlng any qUll!ifying itatemenh or condltlam made by lessee In connection I herewith, which such smtements an d/or conditi oni 5hall be of no force or effect whatuieve:r unless spotlfteally agreed to ln wtltlng by Lessor al or before 1he time of deposit of such payment. {C) THE PARTIES AGREE'THAT THE T'ERMS-OF THIS LEASE SHALL GOVERN WITH REGARD t'O All MATTERS RElAT EDTH.ERETO ANO HEREtlY WAI\IE THE PROVISIONS OF ANV PRESENT OR FUTURE STAT UT£ TO THE EXTENT THAT SUCH STATUTE IS INCONSIST ENT WITH THI$ LEASE. �Grine 11110 , ttiawulon 1111th a real ••�ate aoenl ree�rdlne 2 Mal am\1 UiilP$i'QIGJI\ 1 l1uccr or I &Ute rhot:ld �f:QM lht 011t1et uod&Uli'nd whot typa 111f a9u;,,1 Fela\l,11\rld9 ar sep�11H1ntallon It h:u o�u, tlH1 aean\or ae:ant, In the lnPt)litiOn ltuor and LtHHr 1c;kpowlad1obtl119ad �ced bi,, \ho filsoh�, IA th!( tnnlia�tloA, acfollQ,ut• �ior't.t9,qt A ltuor11 lftlllPt 'JAd■r a llttlRQ 'SJOIMOllt'l�th \l:le letroract, ,. the aeeqitferthe l.tmH onh• /l l.a110,1r 3f18Pf or ,,,baftl'Pl bl! u,e lol1011tlAQ Jffifi:Aaitl, .. Obll9�Uo,w. T? thf ldff2? r't flduclarv duti,iof ,ttrnoncue, hlle9,1ty,-hc.Mt,,,,,.,nd 104i,a,lt'} IA dt1U11111 11o1llh lhe Lauer To eb■ I fJIUIORlt Ult ltcrci'1 (l) Dl!leon, a1141f.G11n of r'13S<lAahlo ,&\llr ?Ad caro In po!Wm.i;11l3Q.�90,ii1'1 du1t111 lbl A d•1W eft,onqst anlit lalt dnllrg 3� 900d bli1:l ltl A du�• IQ dl,clo1e ;II htlt known to tbe aeonl m;it11Wlalb1 nUecdne U!OU?htCJ ordncii:ablll�of t�I plOpaFt';' tt,,t ifll rot •RQ111n to, on•�lhtq tbCJ dilll!,llnl atteAtlon � ubl91")\>QA 0� th3Pattla( All aee,,, 1, not 91i:llea\41d\o ttllll•ul to either hrt'{ any c;onlclda n;IJI 1,,tOfAliUon ?bl:lqed hGM 1h11 other P:n\f/ urhlch doec PQ\ lnl,ol\,o,\l;ie �1 e dtttl•r ntf11r01 •bOl•O }() INITIALS 0 2019AIR C!IE. All Rlshtl Reserved. StN•27.30, Revised 11·25�2019 la,t Edited: 2/2S/20 21 9:53AM Page 12 of 16 EXHIBIT 1 (Ill [ertt7'r A9rnt An ?8MI ClA a1we to 1tt u 3QIIA\ for 11',e I HUG on�· In Oum� ,11,:athlAI ti'M�R<lltll• LtHer'• aa,nt e11tn lf.b•· a13re,emen11be ao•nt "'"'' reea!,,e �,;,m·pe111adon IQ, cerrl;• 11ndnred, tllhtrln tut! er In p;,, f"11m lbe � aatql acllno onlr for 1 LaHee ha; the fQUa,:,1na alti�ati •a ;bl'�,!OA, Al lb, t,, •• ,. A tld11$IIPr" d•rtv'Olf ,,tme,t •me, lnte&III)'. lwnHt>f, l'ld l,;,y;i!tyln doallnl}( utl\h the Lucn lo th, 1,uu o�dth• ,mac: lal Qilieent ol!Ql(IUl 9f ,uEenablq ,wn, 1n� cut In poftolmaAu.1 of tho aaont't d"tlac lbl A Guw Qf boAaU and fair do:iUnB and aood faith (cl A du\¥ to diccto-111 :ill la,:tc kAO .,,. lo tile lQtAI lllUtdally a�ctltia U•• 1qlueor doclnhlllt, of th• prop1W, l�a, ·�· P(II ho> <A tg, gr l 'lllln Iba dllleu1t 1'4iAl:loR and obtCJM+JOn (If, tho PilFtie, � a9111, II 1101 obnsa;tec:I 10 ,., .. ,1 101W,111 f!a"V�R!/ COAftdeoHl?I lnlo�<na�OA Mtalned bom lht oti,Dr Paitv•••Alcb doatrol lruoh'O tile 1tflrA1a",14 dlltl,Qf 1111 f4'nh. ...... (IQ) 4grrt 8rorere1cfoi[ P?'tr ! fffw ond f 1uui, "1 rnal 11&1111 as�Wo, 1ctfae dlre,U,· 1irlhfOMt1ll ;,11• er r,qg�• 111e;l111 llun1•1 nn � ��lt-U11 leuor and lhD LtCIH h� 1 litaRU�o11, b I\ QAly: �,t. \ht kn;,wlNe, IAd GTJP&fnt of b�1h 0111 ••nor and the I .,,e. IP l d"':,I l8�1A CV ,1t11a�_on, �RI b�E tl:>t killoo,,tna affir11-1aii ,, o�Ue1ti9nt to both th, LIIUQr JR51 Iha I ';lf.t"' 111" tlQ'fela s,,d:111'/ of u1moe1 rn•, IRt19rll¥, l:>Ol1rU"1/ ]p(j IQl/111•/lfl 1h, dt:ilne, witl:i thh'Jr la,sor or tho I ou1111 lblOl!:lor d11tier to the le::or nnd !ht/ ouu at 'lated >bg,'(I In 1ubp1oot.Jph1 0) or (II} ln 19prH11PtlR8 botl:a I tSlnt and leuH, the .i9a111 f'.113\I 1101, 111!1ho1,c lho IPlpren pen11lnlen of 11:aQ rttpG;;liuo A;ir:tv, dlcckiso to 1h11 Olhar Pa r\',• COAhde 11tl•lll'llctm 11lo!!1, lnclwdll-1&, bul AOI llrAltedtg, bGIC ,elaliine 10 eh her le5GH't or Ltuor't h11ani.1,1 pc1t1loA, molti?tlon11 bar&3IRIQfl pc,sldo111 or ot1u1r per1onat1nfomlatfon that may lmP�.cl iant,IRcludlRQ I or car's ,,1111--� acupt J �011tt1u thaR t�• lltl.illfl 11rl '" t11see',u1lltlneno,1 topa•1 •en1 9RJ11tartban the rent offefJlld Thi abo••• duties of the Jfl'OIRt 1111 r.al ect31Q tnn1actign do ROI roli11tte l ltuor oc Loua� lrnA'l t!>atHPDntib!llh,r topmtoct tholr owcib11warts !ester a11d I a,11e 1hculd nrof::l�/Pllld 11! 11sruo>entt10 amm, thtt U:,et �doq,11tel•1 o�p,:a,, lhol, u�da l6'41'ld 'nf1 of lhiiJ IF3Rl ;IGdOR 6 real e11a1a 011:1...W. I PQHUA q11111Hed \o altt IH abo11t r11al e,11ti1e II lofjll QI li>IC ad•l'co h dOl!rod, CQPSIIII a compahrit proterclonal llo� I 1110, aAd leuoe 1h1:wld 1lrior9� tor1lder oblal•dllg lu ar.Jdcc ft.OP> a cOMpO\Ort pr�I i111c;111te tho lodoial and nato 1a.x Clil111eq11e11,t1 ol a tor1Jt1;ioi\ can bt: wmpl• ar:f uibfect to chan941 lbl Bmkert h3UQ RO FHPCIA,lbUI I\' Wllh •iUpQCt '9 lA/ dDhvtt Qf breact> horeat 1>,ia!Uier Par.w lha P'.lrUet 16101 that RO lau15ult CH 01hr lee;il p10Cei!dln9 1r1'10�•ln9 an,; breach g,f dllt>/, 8H9r o, OMlt[IQA ttilaliRQ 10 thll I 831'0! P'J',' Ile bm11u�t l153ln1t a,oker more Ulo!A ona \'Hf aher U"I') "·� Data and thal u�4-liablllty(ineh1dl11g ro,,A c2,1t ;and auurn�(' fau), of .iry ProkQr ml!b racpoct to ary l'lth latW'llt and,{o, lesa! procHd109 tb>H 11ot i,wc;aed4htt f111 receP'Cld b';' rud, 'Jroker �1,1m,;an1 101b11 loa11 · prodded, bou1QU11r, that 1h1 kir111ybg tlrnhaUo'I on e.ich ero�ur'1 llablll\\'4h;t!I no\ be appll'fbkl ,o •A>1 e•o11 n•ene•nn or, riUfol mlt(onduc1 of ,uc:h Broker jc) Lriuor and U11•11er1a to idertjfv lo llroke11 u •confidrarUat• 3R'f ,omn:unkai.ion GrlrtkltwmtoR 9l•'Or VFokon thal It scn5hta� be ronfldenU?I I 26, No Right To-Holdow,r. L�see has no rl&ht to reta in pos�s.s!on of the Pre.mises or any part th ereof beyo11d the uplr ationor termination of this Lease, tn the event that lessee. holds over, th!H\ the Base Rent shall b<I lnc�ased to 150% of the Bue Rent applltable lmmedlately preeedlng the e1r:plratlon or termination. Holdover Base Rent shall be calculated on monthlybaslt, Nothing (Ontalned hereln shall becoMtrued as con$ent by �sw to any holdlng over by Lessee. 2.7, Cumulative ftem&dles. No-remedy or el�on hereunder .shilU be dee Med (!'(tluslve bu t shill!, wherevef' possl ble, bewmtllallve with all other remedies at lsw or ln equity. 28, Co 11enants and Conditions; Ct:anstruettan of Ae;n!l!ment. All pl'O\llslons of this !Aase to be obsetved ot performed by leuee are both covenants. ind conditions. In tonslfulng this �ase, al! headings and ti ties are for the arn111mlem:e of lhe Parties only and shall not tie ton�dered a part of this Least. Whenever mqulred byth� context, lhe �lngularshcll Include the plural and vice versa, lhls lease shall not be. construed as If prepared by one of lhe Pa rtiet, but rather acwntlng to Its fair meaning as a who le, as If both Parties had prepared It. 29.Binding Eftect.j Choice of ltw, fhltltase ihall be blndlns upon the Par ties, their personal representatt�s, $UCcesrors and anl/jl)s and be 8011 trniad by the l.iw, of the Staie In which the Premises are located. Any litigation between the �ttie.s hereto conc9mlng this Lem sh-all � lnltlatod In the tOu-ntyll'I which the Premise, are localed. Signatures 10,hts lea se aceompllshetf by means of electronic slgnature ar slmllar tcthnology i;ha.11 be ltpl and binding, 10. Subordination; Attomment: fton-Ohturb,r1ce, 30.1 SUbordlnatton. Thu leiae and any Option sranted hernby shall be subjeet and subord inate to any ground lease, mortpae, deed ol trus1, or other hypotheCitton or security device (coll�tt.-elv, "Stcur!ty Dtvlre"), now or hereafter placed upon the Ptemhes, to any ind all advances made on the s11curlty thereof, and to all ren1:wals, mcdlflcations, and e�tensions there-01. Lessee agrees thill the holders of any such securh.V Devices (I'\ this lease together tefe.rred to as "Lander") 5haH ha\/1! no llablUty or obltgatton to perro,m any of the obllgattons ol Less.or under this Lease. Any Lender may elect to have this tease and/or any Optton sranled hereby superior to the lltn of lts Secu rity Ocvke by giving wrllt@n natl« thereof to tes sae, whereupon this Lease and such Options shal l be 00:emed prior 10 such Security Device, notwithstanding the relatlve dates of the documentation or rec-ordatlon thernol 30.2 Attamruent. ln the went that teuor Iran.den thli:! to the Prernhes, or the Premlsu ue acquired by another upon the foreclosure or termi nation of a s«:urfty Device to wh ich this lease 11 subordinated ll) Les�e shall, subject to the non-disturbance provisions of Para g,�pt, 30.3, attom to such new owner, and upon reque st ent� Into a new lea se, containing all of the terms. and provls!ons of lhb lease, with s.uch new owner for lhl:! remainder of the tefffl he,eof, or, at the election of the new owner, this lea�wrn automatl(;)Uy bti:o me a new lease between Lessee and such new Cl'Wner, and (II) Lestor shall thereafter be rell eved of any further obllgadon$ hereunder and 5uch new9wner $halt assume all of lN sor's obllgatlon$, txcept that such ntw owner sh.ill not:. (a} be tli:•ble foranv art or omlulon of anl/ prior lessor arwlth re 5peet to events occurrlns prior to acquhlt.ion of ownersh ip; ('ol be subJeet to any offs ets or defenses wh!c-h lesseemlsht h;wl:!ap!nst any prior lessor1 (c) be bound by prepavmeot of mote: tha» one month's rent, or (d) ht Habk!-for the return of any sec:ur1ty deposlt paid to any prlor l1mor which wu not paid or credited to such MW owner. 30.3 Non-Dl1turbanc•. With re:i.pec.t to Security Crevk:es entl!� Into by leuor 11fter the eii:ecutlon of this Lease, lessee•, subordln1tlon af lh\S, teaie shall be sub tact to receMne II comme rdally reasonable non•dlsturba11.e:e ilgreement (a "Non•Dbh1rb1nc1 A,:reement"J from the tender wl \lth Non-Olsbnbance Agreement provides that lessee's po»esslon of the: Preml!lls, and this Lta 5e, Including any opttons to eKtend the term Mreof, wl ll not be dlnurted so long as lessee ls not In Breach hereof and attQfllS to the record owne rot the Premises, Further, within 50 days after the execution oJthls tease, Ltuor shall, If r@querted by Lessee, use Its oommerclalt,,, rea sonable etfurtsto obtoln n Non-Olstu rbance Agreement from the holder of anv pre•axl$tlna Security Oelllce whkh ls secured by the Premises, In the event thlt Lessor Is unable to provide the Non•Dlsturbance A11re.ement wlthln S1ild 60d�. then leuee may, at lessee's optfon, directly conuct Lendu and altempt to neeotiale for the eimculfon 1nd delivery of a Non-Disturbance A11reemen1. 30.4 Self•E1ttcuttna, The agreements c:onlillned In thls Paragraph 30 shill be ef/«tive without the e1r:etulion of anv (urther documenu; pro11lded , htlwe...er, that, upon written request from li,ssoror a Lo ntler ln tonnect:lon with a sale, flnanclna or retlnancins of the Prembes, �iee and Lessor shall execute suth further writings as may be teasonabl� required to �parately document any subordination. attomment and/or Non•Dlsturba-nee Aer-eement provided fo r herein. 31, Attomoys 1 fHS, If aov Partv or Broker brlng$an :ectlon or proceeding lnvolv!ng th<! Premises whether founded In tl)rt, contrac.t l)f equity, 0:r to declilre rlshu 1'a"• the Previllln& Party las hereafter deHned) In any wch pr<>teedln& actlon, or appeal ther,on, 1hall be entltled to roaio nobk! attorney,' fe,c Such foe, may INIT!ALS � © 2019 AIR CRE. Alf Rights Reserved. ' � La,\ Edited: 2/lS/2021 9,53 AM 5T N·27,30, Re,bed 11·25·2019 Page 13 of 16 EXHIBIT 1 be awarded In the same suit or recoveted In a sep11rate sun, whelher or not such action or proceedlne Is punued to decis ion or Judgment. lhe-term, �Pravalllng Perty" ,hall lnciude,wlthoot llmlta tfon, a P.lrty or Brok er wh:osubstant1ally obtalnsor ddtau the rcllel sousht, as t� ca.s.e may M, whet her by oomproml$e, se ttlement, judgment, or the abandonment by the other Party or 01oker of IU claim or defen$e, The atlorneys1 fee� awafd ,hall not be computed In accordance with any court fee sehedute, but shall be suehn to fulty reimburse an attorneys' fee.l reasonably ln,urrod, In addition, Le�or JhaU be entitled to ilttomeys' fee!, co�s and expense, lneurted In the preparation al'ld service of notices of Default and eonsultatton, In connection therewith, whtther or not a tegal aetion Is subsequently commenced In connactlon with ,uch Debult o1 result1ns Breach ($200 Is a reasonable minimum per oci:urrence fo rsueh serviees and c:onsultatlon), 32, Leu or's Ace an: Showlng Prcimtsmi Repair,. Leuor and Lem r's agents shall havt 1he right to enter the PremliM at any t1mt, IA the caS(I of an emergency, and otherwlse at rea sima ble times after reasonable prior notice for the purpose of showing the same to prospec\ive purtha Mlts, lenders, or tenants, and making such alleratioru, repair!, lmprovement5 or 1ddlt1 00$ l0 the Premlse5 as Lessor may deem nac.esnry or deslr.ible and the el'.Qc:ting,uslng and mallltaln\na of utlllt1es, Jervlces, pipes and conduits through the Premises and/o r other premises as long bS there !!no material adv1me effect on Lessee's u,e of the Premises, All such activltle:1 shall be without abatement of re11t or llablUty to lessee, ll, Aucttons, le Hee shall not cond uct, nor permit to be conducttd, any auctwn upon the Preml�s without Lcmor's pr\or wrltten consent. Lessor shall not b<l obligated to ekerclse any standard of reasona bleness In determining whether to permit an auction . .)4, Signs. lessor may place on the Premises ordinary "For Sale rt signs al any time and ordinary "For Lea sit sign s during the last 6 months of the term hereof. f:xcQpt for ordinary 1'for sublease" $l8flS, Les.see sh;ill not place any sign upon the P,eml$es wit hout Lessor's prior wrltten consent. All slgni mun comply wlth all Appllt11ble Rec:iu1re01ents, 35-, Termination/ Mergf!r, Unhm spl!ciflC1111V stated 01herwlse In wrltlne by lessor, the voluntary or other surrender of this-Lea so Uy Lessee, the mutual termination or cancellation hereof, or e terml nadon hereof by Lessor for Breath by Lenee, shall 1utomatfcallytermlnate any subkt15e or leaser estate In the Premises; provkfed, however, that Lessor may eleci to continue any one or all existing subtli!nanclQS, Leuor's failure within 10 days fo\lowtn s•nY such event to elect to the contrary by w1ltten notice to the hold er of any such lesser Interest, shall constitute l.euor's oleetfon to have rnch event tonstitute the termination of such Int era.st. 36.Con.,enu, All requests for consent shall be In wrlttn11. E11cept :u olllt;!twlso provldC!d hettin, wherever h-1 this least the comellt or a Party b re quired to an act by or for the oth er Party,such consent Sh;II not be unreasonably wllhh tld or delayed. Lessor', actual reasonablec.os\5 and l!llpenses (lncludlna but not limited to arehltecu', attorneys', ens!newt' and other consultants' fees) incutred In the consld!!ratlon of, or response to1 a request by Lenee fot any Lessor con�nt, lncludlng but not Umlte d to ton!ents to 1n asslsnment, a �ubtetUng or lhe. presence or use of a Haiardou,Subs11nce, shall be paid by Lessee upon receipt of an lnwlce and supportlng documentati on therefor, \.Amo r"scoment to anv act, assignme nt or subletttne shal not constitute an acknowledgment that no Default or Breach by leuee of this lease e-15\$, nor shill! such consent be deemed a waiver of any then existing Dtfauit or Breach, �ept as m�y be otherwise spedfltalty stated In writing by lesw at the time of such consent, The fallurt to spe.tlfy herll:ln any pa rtk ular condition to leuor's cOl'lsenl shall not preclude the !mposltfon br Lessor at the time of con�nt of such further or other conditions aure then re.uonable wHh n1ferenee to the parttcul11r matter for which cons ent 1$ belng slven. In tht event that either Party disagrees with any d�te rmlnation Made by the-other hc«lunder and reasonably requests. th, reasons fo r such determination, the determining pairty shall furnish lts rul-Gfls In writtng and In reasonabte detallwlthln lO buslness day, followlng $UCh request, 37. Guarantor. l7.1 E11ecu tlon. The Guarantou, lfa ny, lhall each eK«ote a guaranty In the form most recently published BV AIR CllE, and och such Gu arantor shall have the same obUgatlons asL,uee undl!r this lea se. a1,2 Oetautt lt $hall constltutt a Oef.1ultof the Lessee If any Guarantor falls or refuses, upon 1equest to provide: (&)evidence of the CtXP.CUtlon of the suaranty, lncludlnt the authority of tht p;uw signing on Guarantor's behalf to obllgatt Guarantor, and In the ta Si! of a corporate Guarantor, a CQrtUled (Opy of a resolution of Its board of directors authorizing the making of 1uth guiu.inty, (bl turrent ftnanclal statements, (c) an Estoppal Cert\fl�te, or {d) written cont1,m,t1on that the guaranty Is stlll ln effect. 38, Quiet Po ssess ion. Subject to payment by Lrnee of the. Rent and p1J:tformance of il!I of the coven\1nts, conditions and provision� on Lem·e's part to be observed and performed under this Lease, Lessee shall h1vaqute1 posseuron and qulet enJoyment of the Preml!et durlna lhe term hereof. 39.Optiom, If Lessee Is granted' any Option, as defined below, then the fallowlno pro\ilslons shall apply. 39,1 Oeflnl tlon, "Option" 5hall mean: (al the rlli:hl to extend or reduce the term of or renew this !Rase or to e11.tend or reduce lhe lerm of or renew any k>ase that lessee hi', on other property cf Lessor; (bl the right of flrst refuul otflr$t offer to leate elther the Premises-or other property of lessor; (cl the right to purchase, the rlght of Rrsl: offer to purcha$e or thll rlshtof fir� N!'fvsal to purch11se th!! Prnrnlses or other property of Les�r, '39.2 Options Pet!onal To OrlJlnal Le n�. AnV Option granted to lessee ll'l um Lease Is peNional to the original Lessee, and can Mt bft asslgn&d or wircl sed bv anyon, other than uild orlgl nal Lessee ind onlywhlfe th-e orlglm:il Lessee Is Ill full pouesslon of the Premises end, If raques1ed by Lessor, Wllh Less ea certifying I hat Lessee ha, no Intenti on of thereaftef assigning or subletting, 39.3 Multiple Options. In the event that Leuet has any multiple Options to en end or renew thlt lea�, a bt\erOptlon cannot be e-iierclsed unle» the prior Options. heve beenvalldly e,mclsed, 39,4 Effect of Default on Options, (a) t.euoe shall have no right to 11-nr cise an Option, ll)d urins the perlod comme nclng with the giving of any notice of Default and COl'ltl nutng untll sa!d Oefault Is curtd, (111 during the period of time any Rent Is. unpaid (wit hout regard to whether notltethe reof Is gtven Luste}, (nil during the time Lenee Is In Breach of this lease, or (II,) In the event that �me has been give n l or more notltes of st!pnato Default, wheth11 ror no1 the Oefaulti are cured, during the 11 month period Immediately preceding the &erclre of the Option. (bl The period of time within whieh an Option may be eicercl:sed shall not be exte nded or enlarged by tea son of Lessee's lnabillty to �rdse anOptloll betauu� of the provisions of Para mph 3�.4(a), (c)An Option shaM termln1te and beof no further force or effoc-1, notwithsta nding Le1see's du�and timely tMUcl$e of the Option, If, after lUch eltlrclSe and prlOr to the commenceme.nt ofthe ax1ended tertn orcompletfon of the purchase, (I} L,mee falls ta pay Rent for a petlod of 30days after such Rent becomes due (wtthout anv necesslly of Ltssor to £Ne notke thereof), or (U) if le·U!!tl commits a Bniach of thl,s. leue, 40.Mlitfj)ht 9ulld ln8$, Jfthe Preml$es ar11 a part of a group of hl.llld!ngs.controlled by Lessor, Lessee agrees that lt wlllablde by and conform to all reasonable rules and te11ulatfons which Leuor may mak'l from ttme to time for tho managtment, sa fely, and care ofsald proJ)ertles, includ!ng the c1rc and cleanllnen of the Qrounds and rncluttlns the parking, k>adtne t1t1d unloading of vehltles, and to tiU!G Its employee�, supp Hers, shippers, c-ustomeu, contractors and lnvltus to so abide and W:.""' ,1,0 •sr•es to p,v IU fair ,ha,e of common expenses lncu,red In <onoect1on w;(h such rules and resulatlon• INITIALS � © 20l9AIR CRE, All Rights Reserved, lnst Edited: 2/25/2021 9:53 AM STN-21.301 Revised 11-25-2.019 PSie 14 of 16 EXHIBIT 1 41, Security M1Huru. lessee hereby acknowledges that thC! Rent p.y;ible to tes.sor hereunder does not Include the cort orsuard service or other security meuures, and that Less.or shall have no obl igation whaUoever to provide same, lessee auumes all responslbllltv for lhf protl!ctton of the Premises, lus ee, Its agents and Invite es ind thalr properw from the 11cb of thlfd partle$, 41, AaserutlonJ, lessor reserves 10 Itself the right, from time to time, to gra nt. without the con sent or Jolnder of Leuee. such easements, rights and dedlcitlons that Lessor deems necessary, and tocau$e the recordatton of pa rcel riups and restricti ons, �o loos as such e-a$9ments, rlghu, ded ication,, map$ and restriction s do not uMeuonably ln1e-rlere with thl!use of tl1t>Premhes by Leuee. Les.ee asrees to sign any do cuments reuonably requuted b� Lusor to elf11.ctuate any wch usem&nt rlghu, dedkatlon, map orra,trlulons, 43, Performnnce Under Pr0tmt, If at any tfme ti dl$pute Jhall arise as to anv amount or ,um of money to be paid by one Party 10 the olher under the provblons here of, the Party against whom the obUga lfon to pay the money Is as�erted $hall have the right lo make payment Hund er protest" and suth payment �hal l not be: raaarded u a voluntary l)!olyment ·and thtre shall survive the right 011 the pat\ ol s,1ld hrty to lllltltute suit ror ree0¥'f!ry of such sum. If It shillt � ad)ude,ed that there was no legtl obli9a tlo11 on the part of said Party lo pay such sum or My part the reof, S-ald Party shalt be entitled to reeover 1uch SUM or so much thereof aJ It was not legally required to pay, A Party who doe5 not lnlttate suit for the recoverv of s:ums paid "under protest• within 6 months shall be deemed to ha\lf! we!ved Its right to protest suth payment, 44, Authority; Muttlple Parties; Eocutlon, (a)If either Party hereto Is a corporatto n, trust, llmlted llablllty eomp&ny, pa rtnenhlp, or similar enti ty, each lndlvldUill fllCf!tUtins this Lea � on behalf of such entity 1epruents and wart.ants that he or she lsdulv authorlJ:ed to execute and denver this Laase on Its behalf. Each Party th all, within 30 days after rtque st, dellffl to the other Party satbfa t1o,v evidence of sueh authority, (b) If this Lease Is executed by more than one Pfrson or entll'( as •tesiee", each sueh f)tl11on or erufty shall be jointly and severalty Habit: hereunder, n ls agreed that any one oftM named lessees shalt betmpowered to @Kl!.CUte anv 1mendment to this Lease.or other document andllary thereto and bind all of the named Leuett, and Le:uor rnay Nllyon the same as If all of the namei:I Lessoo s had executed such document. (c) This L£!ase may be executed by the Parties In counterparts, each of which shall be deemed an orlglnal and aU of whlth tot1,ether shall connnute one and the same Instrument. 4S. Confll<:t, My connlct betw«!n the pr!nted pro'llsl0n$ ofthli LetJse and the typewritten or handwrltte n provhkms shall be controlled by the typewritten or handwritten prOYlslons, I 46.Offer, Preparation of thll Lent by e1the1 Party or their a sen, and submlst.Jon of nme to the other Party shall not be deemed.an offer to lease to the other Party, This lease Is not Intended to be binding until exe cutei1 and dellvere.d by all Parties hereto. 47, Amendments, This lease may bl:! modified only In Wl'ltlns, signed by the Partfes.ln Interest at the time ol the modlftcatlon, ,u long u they do not materlally cllange Lessee's obllgati ons heieun der, Lessee agtees to makt such rea$onablt non•mo11elary modUlcatioM to this Lease as may be reawno1bly requlred by a Lender In connection wltl\ the obta ining of normal flnanclns or reflnanclna of the Premises.. 48, Wal�r of JuryTrla l, TffE PARTIES H£R£BV WA 'Ne THEIR RESPECTIVE RIGHTS TO TRIAL BY JUftV IN ANY ACTION OR PROCEEDING tNVOLVING THE PROPER TV OR ARISING our OF THIS AilREEMENT. �9. Arbitration of Disputes, An Addendum requiring the Arbltra 1lon of alt disputes between the Parties and/or srokeN arising out of this ltilSe D I� !;21 Is. not attached to this Lea se. SO. Ac:cenlbU\ty; Amittlcans with tJlsablUtto!Att, (al The Premises/ � ha11e not underaooe an intpectlon by I CQrttfled Aeceu Spedallst jCMp), Note: A O!rtlfttdAcu ss Spt<ialist (CA.Sp} can Inspect the subject prf!mlws and tl@lerrnltu? whether I.he subject premls.11l C(ll'rtply with all of the appllcuble conJtruetiOl\•tthned ac<esslbillfy slandards under state: law. Although state law does not require a CASp lns.pe<tlon of the subject premises, the i:omme1clal property 0\111\er or lessor may not proh ibit the leu� or ttnant fro m obtalnlne a C/\Sp ll'lspectlon of the �ubject premises for thfl occupancy or poUndal oo:upanc:y of the lessee or uinant, If 1eq1mted by the les�e Cf tenant. The partros fflall mu tually aaree on the ;mans ements fM the time and manner of the CASp Inspection, the payment ol the fee for the CASplnspection. and the tost ot ma kins any rep;ilr, nece:smv to correct 11lolatlons of construction-r elated actesslbl llty standardi within the premises. D have-und e.rgone an Inspection by a Certthed Accessspec\allst !CASPI lnd It was determined that the Premkes met all applk:able con strur.tton-related att e.sslblllty standards pursuant to Calllomla Olll Code §S5,51 et seq, leute acknowledges that II rec.eive.d a copy of the rupactlon report at 1-ean 48 hours pr lot to exetutlne this Lease and asrees to keep such rt port conlldenl1al, D kGW? undergone en 11'\SJ":Ctlon by a Certl ft� Accen SpedaHU (CASp) and It was dete rmined ttrrt the Premises did not meet all appllcablo constructfan•related acce.sslbHl\y standard s pun;uant to Ca!lfomla CIV Ii Code §55.Sl et seq, less2e admowledees that It received a copy \'If the ln$pectlon report at least48 hours prlor lo exetuune, this lease and agrees to keep su(h report co nftdenttal eic«ipt a, necesury to <::Olllplete Jepatrs and corre cttoos. of violation$ of constr uction related accu1ibillty standards. In the event that the Pre lliises have been Issued an lnspe ttfon report by a CASp the Le ssor shall provide a, copy of the d\$llbilltV acc�SJ. irispec.tlon certiflc-te to lessee within 7 days of I he execution of t.hlSLose. lb) Si nce complfa/'IC� with the Americans wllh DlSilblllties Aet (ADA) illnd other state ancl local aeces1lbllltv statute1 arede:pendent ur;cn Lessee'sspetlhc us.e of the P�mlses, Leuor maku rio warranty or tl!presentatlon as to whether or not the Premises comply with AOA or any slmUar legls,Gtlon, In the Qve nt thal Les see's use or the Premlses requr1es modlrii:auons or addlttons to the P1eml$es ln order to be In compl11nce with ADA or other acte.ssibU\ty statutes, Lessee agrees to make arr•/ sud\ nete!.sary modificatiMt and/or additions at lessee's eicpe1ue, LESSOR ANO LESSU HAV£ CAREFULLY READ ANO REVlfWEOTHlS LE ME.AND EACH TERM ANO PROVISION CONtAINED liEREIN, AND BY TttE EXetu'TI ON OF THlS LEASE SHOW lllEI� INFORMED AND VOLUNTARY CON$ENT THER ETO, TI-IE PARTIES Ht RE BY AGRl!E tttAT, AT THE TIME ntl:S LWE IS EXECUTED, THE TERMS OF THIS LEASE AR£COMMtRCI A.llV l\fASONA BLEANO EFffCTUATE THE tNlENT ANO PURPOSE Of WSDR AND I.E$SEEWITH ltESPECflOTHE PIIEMISES, rotmON : NO R£PREUNTATION OR RECOMM ENDATION 15 MADE BV AIR Cfl.E OR B� ANY BROKER AS 10 THE LEG.Al SUFF!CIENCY, LEGAL EFFl!:O, OR TA X INITIALS � © 2019 AIR CRE, All RIBht, Re,erve d. Last Edlted: 2/25/2021 9:Sl AM STN•21.30, Revi,ed 11-25·2019 Pase 15 of 16 EXHIBIT 1 CONSIQUINCliSOF 'n415 LlA$f: Ofl 'ml TAANSACTl()N mwmat rt'Rlll\i'h, nt£ MRTIU A Re URGEO TOI 1, SUK ADVICI OICOUN$fl!IS TO WI lf<IAlANOTAK CONSEO,IJINCU DP THIIU/1$� 2, REIAIN APPROPRIAT£ CONIUlTANl!T<>RIVII.W AND«'IVIMIGAll! IHOCONDITIONOI THI Pa!MIIH, IAIQ INVl!STIGATIOIUHOUUIINCWDI OUT NOT e,llMIUbTQ: THI POHIB!.t PRel!NtlOPlti\lARbOUI SIJPSTANCI!, THI ZONING OF THI PREMISE$, THI ITIIUctURAllNTIGRITV, THI CONDrtlON Of THI ROOfAND OPlMTINI/ $\'STIW, AND THI Suttll.ill!V OP TIii PRIM�IS IOR lUSfl'! ltlltNDID use. WAl<IIINOt IITHI Pll!M1$ESARIIOCAT£D INA IW'!OTHIR THANCAUFORNIA,CIJ\TAIN PROVIIIONSO>THE (WBMAV NUDTO DIR!V�IOTO tQMPLVWITH THIIJ\WI Of THE STATI IN WHICH THIPRIMlll'S ARUIOCAno. lhe,artlH hereto have el(tt:11\e� this wase H the plaet �ftd ontha date& weclAad abt:WG tMlr rasptctlvo1lgn1t1.1r&1. IJtOcuted1m _ Om tly: Nlm•P<I 1111j,1_ flhona1_ FaitJ_ l!ma\J1_ 8y1 Namallt1ntctd1 _ l1tle:_ Phane: _ taxi_ lMalt:_ Addrou: _ fedettd 11> N11.: _ 81\0Kt!lt � Attn:]ia._ TitliU,_ Addtass:_ PhM�!I•(Malit_ Fed<lral ID ND,l - llro'kerORE Utanffl II: _ As&n\DRE License Ill - hiwtGdflt! _ On: �"' •vmm,THE C!IY PE SANTA ANA Dyl NOmQ Prlnl'ldl - 110,: _ Phone:_ Fbltl £mall!-_ 8y1 Nam11 fJrtnted: '111�• Phona: _ flillll_ 6m�1,_ Addrau1 _ Ftdtral ID No,l _ BRDK&ft See attached City of Santa Ana signature page Addtm.:_ llbone:_ Fax:_· l!m1111:_ r,aereno No.l _ Drt:lllef l>flt Lkenw II: _ A&lliln\ DRE UetnMI •= - AII\C/11 • tiupil//wwv1.11rc:re.11Gm • 2:u,se1-em • eontmct1.®1lrttt.eom Nona, No part oftheu1wijrkft: May be .. prot1uc11tll�•nvffli,mwtthout 1mm1u1onltt wrltine, 11/ITIALS © 1019 Am CRE, All Alghts Re,er,ed, STN-27,ao, Rovl!ed lHS-20\9 !.>st Edited: 2/2$/2021 9:53 AM Page�6 of16 EXHIBIT 1 Lessee City of Santa Ana Signature Page to: Addendum to Standard Industrial/Commercial Single-Tenant Lease -Net For Certain Premises Commonly Known as 1815 East Carnegie, Santa Ana, California 92705 March 1, 2021 CITY OF SANT A ANA: � City Manager APPROVED AS TO FOR.lVI: Sonia R. Carvalho Ci tY,._4'tto111ey I 'I QI\ ., ./lvi'\ r y,, Ryan1 0)-l.odge Assistant City Attorney ATTEST: A <! Daisy Gomez I erk of the Council RECOMMENDED FOR APPROVAL: Steven Mendoza Executive Director Community Development Agency EXHIBIT 1 ADDENDUM TO STANDARD INDUSTRIAUCOMMERCIAL SINGLE-TENANT LEASE-NET FOR CERTAIN PREMISES COMMONLY KNOWN AS 1815 EAST CARNEGIE, SANTA ANA, CALIFORNIA 92705 MARCH I, 2021 This Addendum (this "Addendum") is being executed concurrently with and Is made a part of that certain lease titled ''Standard Industrial/Commercial Single-Tenant-Net" dated March I, 2021 (the "Form Lease") by and between Dyer 18, LLC ("Lessor") and The City of Santa Ana ("Lessee" and sometimes hen,in the "City") and this Addendum shall control in the event of any inconsistency with the provisions of such Fonn Lease, The Section and Paragraph Numbers of this Addendum are new added Sections and Paragraphs to the Form Lease. As used herein, the "Lease" shall mean the Form Lease as supplemented and amended by this Addendum. Unless otherwise defined in this Addendum, any defined word contained in this Addendum has the same meaning as it is defined in the Fonn Lease. 51.In tentiona lly Omitted. 52.Rent Commencement. Notwithstanding anything to the contrary set forth in this Lease, Base Rent shall commence, and the first monthly payment of Base Rent shall be paid, 011 the Commencement Date. If the Commencement Date is not the first day of a calendar month, then such first monthly payment of Base Rent shall be in an amount equal to the aggregate of a prorated Base Rent payment (based on a 30 day month) from such day to the end of that calendar month plus the amount of the full Base Rent payment for the next consecutive calendar month. 53.Rent Adjustments. On July I, 2021 ("First Rent Adjustment Date''), the monthly Base Rent payable under this Lease shall automatically incn:ase by 3.0% from the monthly Base Rent amount due and payable during the Immediately preceding year. Thereafter, on each anniversary of the Firnt Rent Adjustment Date (each being a "Subsequent Rent Adjustment Date") during the Term hereof, the monthly Base Rent payable under this Lease shall further automatically increase by 3.0% from the monthly Base Rent amount due and payable during the immediately preceding year from the then last immediately preceding Subsequent Rent Adjustment Date. 54.Lessee's Imp rovements. Notwithstanding anything to the contrary set forth in this Lease, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall be free and clear of any and all liens and/or encumbrances in favor of any third-party and shall be available, without limitation, to secure Lessee's faith ful performance of its obligations as set forth in this Lease. Upon any default or breach of this Lease by Lessee when:by Lessor elects to terminate the wse, such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall remain upon and be surrendered by Lessee to Lessor with the Premises, subject to Lessee's right to remove the same, at Lessee's sole cost and expense, as set forth below. The Premises shall otherwise be returned to Lessor in the same condition as of the date of this Lease, reasonable wear and tear excepted. After the Commencement Date, and thereafter from time to time at the reasonable request of Lessor, Lessee hereby agrees to execute certain security instruments, including, but not limited to, a UCC Form-I or other tiling, in order to create and/or perfect Lessor's security interest in such Utility Installations, Trade Fixtures and Alterations, as set forth herein, which security instruments will be prepared by Lessor and submitted to Lessee, and recorded by Lessor, at Lessor's sole cost and expense. Upon any termination or earlier expiration of this Lease not resulting from the default or breach of this Lease by Lessee, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, located in the Premises shall rema in upon and be surrendered by Lessee with the Premises, subject to 11926441.1 EXHIBIT 1 55. Lessee's right to remove the same, at Lessee's sole cost and expenses, as set forth below. The Premises sha ll otherwise bo returned to Lessor in the same con dition as of the date of this Lease, reasonable wear and tear excepted, Notwithsta nding the foregoing, upon any term ination or expiration of this Lease not resu lting from the default or breach of this Lease by Lessee, Lessee, at Lessee's option, shall have the right to remove any such Uti lity Installations, Trade Fixtures and Alterati ons, including Lessee Owned Alterations and/or Utility Installations, at Less ee's sole cost and expense, provided that (a) all such Util ity Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Install ations shall be removed by Lessee within IS days after such termination or expiration of this Lease and (b) Lessee sha ll, at its sole cost and expense, repair any damage to the Premises caused by such remova l. Lessor 's Obl igation s. Notwithstand ing anything to the contrary set forth in the Lease, Lessor shall not be requ ired to (a) remed iate or re ctify any future non-compl iance with governmental regu lations or (b) provide ADA upgrades to the Premises or the Project resulting fr om the spec ific and unique use of the Prem ises (incl uding without lim itation, the Shelter) by Lessee or resu lting from any Utility lnstal lations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Instal lations, or other alternations or improvements to the Premises , made by Lessee or Lessor, unless such remed iation or upgrades are req uired as part of the "Work" ,w set forth in. Section 62 herein below prior to occupancy of the Premises and to the extent required to permit Lessee's occupation and use of the Premises and then, such costs shall be included as part of the "Cost of the Work" as set forth in said Section 62 below. Except as otherwise specifically set forth in this Sect ion 5 5 bel ow, Lessor shall not be required to make or incur any capitnl expenditures or commence or complete any remediat ion of Hazardous Subslllnces or any non-compliance with gov ernmental regulations now In effect; provided, however, the for egoin-g is not intended to and shall not impose upon Lessee or Lessor any obl igation to remediate any Hazardous Subsmnces located on the Premi ses as of the date hereof unless such remediation is required with any work, improvements or Alterations made or being made by or on behalf of Lessee or Lessor to the Premises prior to occupancy of the Promises to the extent requ ired to permit Lessee's occupation and use of the Premises and then, such costs sha ll be included as part of the "Cost of the Work" as set fo rth in said Section 62 below, Furthermore, notwithstanding anyth ing to the contrary set forth in the Leose, it is the inlent of Lessor and Lessee that Lessor shall have no responsi bility or obligation whatsoever, for the ma intenance, repair or replacement of all or any portion of the Prem ises, Building, or Project, includi ng, without lim itation, the roof and the HV AC syste m, such responsibility and obligations being that of Lessee. Lessee shall properly use, operate and safeguard tho Premises, including, if applicable, any la ndscaping, fu rniture, fu rnishing and appli ances, and all mechan ical, electrical, boi lers, refrigerat ion equipment, gas and plumbing fixtures, HY AC and other building systems, and smoke detectors and fire alarms, and keep them ard the Premises clean, sanitary and well venti lated and all drains fre e fr om blockages or stoppages. Lessee shall be responsible to pay for all utilities, sewer charges and any roof repairs caused by Lessee's use or misuse of the roof or otherwise. Lessee shall properly insure all of the Premises and all of Lessee's and its guests', patients' and invitees' personal property. Notwi lhstan ding anything to the contrary set forth in th is Lease, Lessee is solely responsible for any and all upgrades to the existing HVAC system (includi ng, withou t limitation repair, rep lacement or additions) and any current repairs or replacem ents of the roof to accommodate and perm it Lessee's use of the Premises as a Shelter and its requi red occupancy and usage of the Premises, all of which shall be completed prior to Lessee's opening of the Shelter at the Premises, at Lessee's sole cost and expense and then, such costs shall be included as part ofthe "Cost of the Work" as set forth in said Section 62 below; provided, further, Lessee hereby affirms and agrees that (a) the current HV AC system in the Premises is acceptable to Lessee in its current condition, (b) the roof is acceptable to Lessee in its current condition, and (c) the current structural portions of the Prem ises are acceptab le to Lessee 2 12926447,I EXHIBIT 1 in their current condition Nothing in this Section SS shall be deemed or construed as modilying or amending Lessee's obligations for the regular and timely maintenance and repair of the Premises, roof and HV AC system, 56.Neighborhood Conditions. Lessee represents and warrants to Lessor that it is aware of neighborhood or area conditions, including schools, proximity and adequacy of law enforcement, crime statistics, proximity of registered felons or offenders, fire protection, other governmental services, availability adequacy and cost of an speed-wired, wireless Internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazard or circumstance, cemeteries, facilities and condition of common areas, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Lessee, 57, Co ndition of Premises. Notwithstanding anything to the contrary in the Lease, Lessor shall deliver the Premises in its current "as is" condition as of the date hereof, and Lessee shall, and does hereby, accept delivery of the Premises as of the date hereof ("Delivery Date", "Effective Date" or "Commencement Date"), Lessee shall provide Lessor a copy of Lessee's certificate(s) of liability insurance concurrently with the execution hereof; provided, however, the failure to do so shall not extend the Delivery Date. The Premises are hereby leased to Lessee "as is", without representation or warranty by the Lessor (except as otherwise expressly provided in this Lease), and Lessee hereby accepts the Premises in the condition thereof existing as of the date hereof subject to all applicable zoning, municipal, county, state and federal laws, ordinances, rules, regulations, orders, restrictions of record and requirements now or hereafter in effect during the Tenn (collectively, "Applicable Requirements", "Applicable Laws" or just"Laws''). Therefore, notwithstanding anything to the contrary set forth in this Lease, Lessee represents and warrants that Lessee has inspected the Premises, and that Lessee is familiar with tho general and specific condition(s) of the Premises and that Lessor shall have no responsibility or liability (except as otherwise expressly provided in this Lease) with respect to the general or any specific condition of the Premises or any system (Including, without limitation, HY AC, electrical, plumbing, refrigeration and fire sprinkler) and that Lessee represents and warrants that, except as expressly set forth heroin, Lessee is acting, and will act only, upon lnfonnation known to, or obtained by, Lessee directly from Lessee's own knowledge and inspection of the Premises (except as otherwise expressly provided In this Lease). Except as otherwise expressly provided in this Lease, Lessor hereby makes no claims, representations or warranties as 10 the suitability or lack of suitability of the Premises for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any such proposed or intended use of the Premises or (c) any condition of the Premises, and the availability or lack of availability shall not affect the rights or obligations of the Lessee hereunder. Therefore: AS A MATERIAL PART OF THE CONS ID ERA TJON FOR THIS LEASE AND THE AMOUNT OF RENT TO BE PAY ABLE HEREUNDER, LESSEE AGREES TIIA T, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, LESSEE LEASES AND ACCEPTS THE PREMISES ON AN "AS IS" AND"WHERE IS" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY TYPE (EXPRESSED, IMPLIED OR STATUTORY, WRITt'EN OR ORAL) HAS OR IS MADE BY LESSOR WITH RESPECT TO THE PREMISES, INCLUDING, WITHOUT LIMITATION, AS TO ANY OF THE FOLLOWING: (I) FITNESS FOR ANY PARTICULAR PURPOSE, (II) MERCHANT ABILITY, (Ill) CONDITION OR WORKMANSMIP, (IV) ABSENCE OF DEFECTS OR FAULTS, (V) PRESENCE OR 3 l29l6'147.l EXHIBIT 1 ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCBS, (VI) OPERATION OR PERFORMANCE OF THE PREMISES OR SYSTEMS THEREIN OR THE HABITABILITY OF THE PREMISES, (VII) COMPLIANCE WITH LAWS, ORDINANCES, RULES OR REGULATIONS (FBDERAL, SATE OR LOCAL) and, fNCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE.ENVIRONMENT, AS THEY MAY APPLY TO THE CURRENT CONDITION OF THE PREMISES OR LESSEE'S INTENDED USE OR (VIII) ANY GOVERNMENT LIMITATION OR RESTRICTION, OR ABSENCE THEREOF, PERTAINING TO THE PREMISES. LESSEE ACKNOWLEDGES THAT LESSEE HAS ENTERED INTO THIS LEASE REL YING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL AND COMPLIANCE CONDITION OF THE PREMISES AND THAT LESSEE IS NOT NOW RELYING, AND WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY LESSOR OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON LESSOR'S BEHALF CONCERNING THE PREMISES. Lessee is familiar with the Premises and their suitability for Lessee's Intended use, All documents which have been given to Lessee by Leasor have been delivered as nn accommodation to Lessee and without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assign ability of any of tlte documents, all of which Lessee relies on at its own risk. 58.Release. Lessee shall rely solely upon Lessee's own knowledge of the Premises based on itsinvestigation of the Premises and its own ins pection of the Premises in determining the Premises'physical condition. Lessee and anyone claiming by, through or under Lessee hereby waives itsright to recover from and fully and irrevocably releases Lessor and its respective members,employees, officers, directors, partners, shareholders, beneficiaries, trustees, liduciories,representatives, agents, servants, ettomeys, affiliates. parent, subsldiaries1 successors and assigns,and all persons, fim1s, corporntions and organizations acting in their behalf ("Released Parties")from any and nil claims that it may now have or hereafter acquire against any of the ReleasedParties for any costs, loss, liability, damage, eKpenses, demand, action or cause of action arisingfrorn or related to any construction defects1 errors, omissions or other conditions, Jatent orotheiwise, including environmental matters, affecting the Premises or any portion thereof. Thisrelease includes claims of which Lessee is presently unaware or which Lessee does not presentlysuspect to exist which, if known by Lessee, would materially affect Lessee's release to Lessor. inthis connection and to the fullest extent pennltted by law, Lessee hereby agrees, represents andwarrants that Lessee reolizes and acknowledges that factual matters now unknown to it may havegiven or may hereafter give rise to causes of action, claim&, demands, debts, controversies,damages, costs, losses and expenses which ere presently unknown, unanticipated andunsuspected, and Lessee further agrees, represents and warrants that the waivers and releasesherein have been negotiated and agreed upon in light of that realization and that, as a materialportion of the consideration given to Lessor by Lessee in exchange for Lessor's performancehereunder, Lessee nevertheless hereby intends to release, discharge and acquit Lessor from anysuch unknown causes of action, claims, demands, debts. controversies, damages, costs, losses andexpenses which might in any way be included. Lessor has given Lessee material concessionsregarding this transaction in eKchange for Lessee agreeing to the provisions of this Paragraph,The releases set forth above are full and complete releases of all the persons and entitiesdescribed above of and from any and all liability of an y nature whatsoever for all damage, h\iury,loss, expense, Including any consequential expense, loss or damage, whether the same are nowknown or unknown to tile parties, expected or unexpected by said parties, and all rights underSection 1542 of the California Civil Code are hereby waived and relinquished. Section 1542 ofthe CM/ Code provides as follows: 4 12926447.1 EXHIBIT 1 "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FA YOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HA VE MATERIALLY AFFECTED HIS OR HER SE'ITLEMENT WITH THE DEBTOR OR RELEASED PARTY," Notwithstanding anything to the contrary herein, the foregoing release in this Section 58 is not intended to and does not cover (i) any claims arising from a breach by Lessor of any Lessor's obligations under this Lease, or (Ui) any gross negligence, willful misconduct or fraud committed by Lessor. 59.Reservations. Lessee agrees to consent to Lessor's (i) grant of such easements, rights anddedications that Lessor deems necessary, (ii) recordation of paroel maps and restrictions, and(iii)creation and/or installation of new utility raceways, only if such easements, rights, dedications, maps, restrictions, and utility raceways shall not, in Lessee's reasonable discretion,unreasonably interfere with the use of the Premises by Lessee or otherwise materially negativelyimpact Lessee's use or oooupntion of the Premises; and in such event, Lessee agrees to sign anydocuments reasonably requested by Lessor to effectuate such rights so long as such documents donot impose any cost or liability on Lessee which is non-de-Minimis. Lessor further reserves theright to change the name by which the Building or the Project (if any) is called with Lessee'sprior written consent which shall not be unreasonably withheld. 60.t.\s signment and Subletting. Lessee shall have no right to, and shall not, assign, sublet orotherwise transfer all or any portion of the Premises or its rights under and to this Lease withoutthe prior written consent of Lessor, which such consent may be given or denied in Lessor's soleand absolute discretion (and which such consent may be conditioned upon Lessee entering Into alease guaranty ("Lease Guaranty") in favorofl.essor(upon terms and·conditions reasonablyacceptable to Lessor), whereby Lessee guaranties the performance by such assignee. Anyassignment, subletting or transfer without such consent shall be a non-curable Default and Breachhereunder, without any prior notice need being given. Notwithstanding the foregoing, Lesseeshall have the right to enter into one or more agreements (collectively, with any extension,renewal, amendment or replacement thereof, the "City Agreements") with an established thirdparty operator of similar situated homeless navigation centers as the Shelter ("Third PartyOperator), provided, however, that Lessee shall have first provided the name of such proposedThird Party Operator, and the tem1s of the City Agreements and provided further, that no suchCity Agreement shall modify or amend Lessee's obligations under this Lease. 6 l. Insurance. Notwithstanding anything to the contrary set forth in the Form Lea,e, Le,see shallcarry and maintain, at its sole cost and expense, the following insurance: (i) Commercial GeneralLiability Insurance (occurrence form) including coverage for death, bodily injury, with coveragefor vandalism and malicious mischief, broad fonn property damage, contractual liability, owner'sproteetive, host liGuor liability ond products/completed operations with coverage litnits asreasonably required by Lessor from time to time, but in no event less than Five Million Dollars($5,000,000.00), combined each occurrence and in the aggregate insuring against any and allliability of the Lessee with respect to the Premises and all areas appurtenant thereto or arising out 5 12926447.l EXHIBIT 1 of the maintenance, use or occu pancy there of (Lessee may satisfy any portion of this requirement with umbrella liability cove rage); (ii) Insurance cover ing any and all improvements, including Lesseo 's furniture, fixtures and equipment and any Altera tions permitted hereu nder, and all personal property, In an amount not less than their full replacement cost prov iding protec tion against any peri l included within the classification "Special Form" includ ing fire, vandalism and malic ious mischief; (i ii) Auto mobile lisbility insurance for all motor vehicles operated by or for Lessee, including owned, hired and non-owned vehicles, with minimum combined si ngle limit coverage for bodily injury and property dam age as reasonably requ ired by Lessor from time to time, but in no event less than One Million Dollars ($1 ,000,000.00) for each occu rrence, (iv) ful l rep lacement cost plate glass insurance and business interruption insurance in such amount as will reim burse Lessee for direct or indirect loss of earnings for up to 12 months attri butable to all such perils insured against herein or any other cau se, (v) Workers' Compensation, including employer's liability insurance, in compliance with all laws governing worker's compensation. If Lessee falls to main tain such insuranr.e, Lessee shall be deemed to have assumed the risk of all losses which would have been covered by such insurance and Lessor shall have no liability for any such losses. All of Lessee's policies of Insurance shall be Issued by insurance companies with general policyholder's rating of not less than A and a financial rating of not less than Class A VI as rated in the most current available "Best's" Insurance Reports and qualified to do business In the State of California. All policies shall name Lessor, its related or affil iated entities, parents, subsidiaries, partnerships ,joint ventures, limited liability compan ies, members, trusts and assigns of every tier (as identified by Lessor), and each of their respect ive directors, officers, partners, agents, employees, vo lunteers, members, managers, trustees, shareholders and any successors or assign s of the foregoing. as well as Lessor's management company and ifrequested by Lessor, Lessor's first mortgagee or beneficiary as addit ional insureds (to the exte nt Lessor gives written notice to Lessee of the names and addresses of such parties), Certificates for all policies shall be delivered to Lessor prior to del ivery of possession of the Premises to Lessee, and thereafter within thirty (30) days prior to the expi rat i on of the term of each such pol icy, Until Lessee has delivered to Lessor such certi ficates of insurance, Lessor sltall not be obligated to deliver keys to the Premises to Lessee, and Lessee shall not be entitled to take occupancy of the Prem ises notwithstand ing the fact the Torm of the Lease and Lessee's obligation to pay rent hereunder may have already commenced. All policies of insurance must contain a provision that Lessor will receive thirty (30) days• advanced written notice of any cancellation, lapse or reduction in the amounts ofinsurance. All public liabil ity, property damage and other casualty polic ies shall be written as primary policies, not contributing with or in excess of coverage which Lessor may carry. All of lessee 's insurance pol icies shall contai n the following provisions: severabi lity of interest, cross liabi lity, and contin gent liability and builder's risk, with respect to improve ments and alterations required or perm itted to be made by Lessee under this Lease. The limits of said Insurance shall not, however, limit the liability of Lessee hereunder. If Lessee fails to maintain or procure such Insurance, Lessor shall have the right, but not the obligation, to procure and main tain the same, at Lessee's sole cost and expense. Lessee and Lessor each hereby waive any and all rights of rec overy against the other, or against the officers, employees, agents and represe ntatives of the other, for loss ofor damage to such waiving party or its property or the property of others under its control to the e><tent that such loss or damage is Insured against under any insurance policy requ ired to be carried under this Lease, Each party shall, upon obtaining the pol icies of insurance required hereu nder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contai ned in this Lease, and shal l obtain any special endorsem ents requ ired at the insuring party's cost, if any. The parties agree in the event of any damage to Lessee, the Premises, Lessee's property, ancVor any loss to Lessee's employees or inv itees each shall resort to insurance coverage prior to asserting any claim or demand against the other or its as sets. Nothing in this Section shall be deemed to con stitute a waiver by the 6 1292644 1.I EXHIBIT 1 respective insurance carriers of either Lessee or Lessor of any other remedies available to said carriers 62.Initial Improvements and Work, Lessor, through the "General Contractor" (as defined below),shall co nstruct, furnish and install within the Promises, including outside yard area, those items ofconstruction (the "Work") shown on the "Plans" (as defined helow), It is the intent andagreement of the parties that the Work is comprised of all work (including all hard and soft costsassociated with the design and construction of improvements for the Premises, but excluding anycosts for furniture, fixtures, Trade Fixtures and other such similar personal property used inconnection with the operation of the Shelter) to enable Lessee to furnish and install the Shelterond comprehensive supportive services, which such facility shall contain sleeping areas,restrooms, showers, laundry rooms, kitchen and storage areas, common areas, and offices, and allother ancillary improvements in connection therewith to enable Lessee to operate the Shelter.The architectural, structural, grading, mechanlcol, electrical, plumbing, sewer and fire/life safetystandards that shall be applicable to the construction required to complete the Work, shall hesubject to Lessor's rules and regulations applicable to the performance of the Work (collectively,the "Work Standarda'1, Lessor hereby appoints Jeremy Ogulnick as Lessor's representative("Leoaor's Representative") to act for Lessor in all matters in connection with the Work. Lesseehereby appoints ____ as Lessee's representative(s) ("Lessee's Representative(•)") to actfor Lessee in all matters in connection with the Work and Lessee shall be responsible for all costsauthorized by Lessee's Representative(s). All inquiries, requests, lnstn1ctions, authorizations andother communications with respect to the Work shall be made to Lessor's Representative orLessee's Representative(s), as the case may be, Authorizations made by Lessee'sReprosentative(s) shal l be binding on Lessee, Authorizations made by Lessor's Representativeshall be binding on Lessor, Either party may change its representatives under this Section 62 atany time by written notice to the other party, but any such change shall be effective only uponreceipt by the other party. Notwithstanding the foregoing, in no event shall any direction byLessor's Representative or Lessee's Representative(s) constitute a change in the terms orconditions of the Lease, unless the Lease is expressly modified in a writing executed by bothLessor and Lessee, All work shall he done pursuant to those architectural, electrical, mechanical,plumbing, life safety and structural drawings and specifications (including all flnishes) for theWork, which shall be approved by Lessor and Lessee (collectively, the "Plans"), Lessee may notmake any material changes, modiflcations or alterations in the Plans (collectively, "LesseeChang .. ') at any time without Lessor's prior written approval thereof which shall not beunreasonably withheld, conditioned or delayed and the cost of any such Lessee Changes shall beadded to the Cost of the Work and shall not he included in the "Contingency Amount" (as definedbelow) and in the event of any such approved Lessee Changes, the Cost Estimate shall heincre&sed by the amount of such Lessee Changes. Lessor may from time to time during theprosecution of the Work require reasonable modifications or amendments to the Plans due tounforeseeable conditions or to the extent changes are required to comply with applicable Laws("Lessor Changes") and the cost of any such Lessor Changes shall be Included In the"Contingency Amount'' (as defined below), unless It is considered a "Change Order" (as definedbelow) approved by Lessee, Lessor acknowledges and agrees that Lessor shall be solelyresponsible for causing the Work to be constructed and maintained, in accordance with allapplicable Laws, including, without limitation, the provisions of the American with DisabilitiesAct, 42 U.S,C. Section 12101 et seq. and any governmental regulations with respect thereto (the "ADA") and other similar Laws. Additionally, to the e,tent applicable to the Work, Lessor shall he responsible for complying with all pertinent prevailing wage laws pursuant to California Labor Code sections 1720, et seq, Lessee shall pay the entire "Cost of the Work", As used herein, the term "Cost of the Work" means all costs and expenses in connection with the design, furnishing, construction and installation of the Work, including without limitation: (a) all architectural, 7 12926441.1 EXHIBIT 1 engineering and consultant fe es assoc iated wi th the preparation of the Plans; (b) governmental agency plan review, permit, license and other fees (including, without limitation, any charges required by any governmental entity or authority hav ing jurisdiction over the Premises); (c) sales and use taxes; (d) insurance costs and expenses; (e) testing and inspecting costs; (t) costs and expenses of material and la bor, including without limitation, General Contrac tor's profit and general overhead; (g) costs and expenses associated with the compli ance with applicable Laws; (h)ccsts and expenses of alterat ions of the Pre mises and all life safety syste ms necessitated byany applicable Law; (i) costs and expenses associated with any modification or addition to thePremises or any stree t or public right of way; (j) all costs and expenses of construction workrequired to complete the Work; (k) costs and expenses of Lessee signage, if any; (I) costs andexpenses associated with the placement of any new, addit ional or supplemental mechan ical,electrical, plumbing or life safety systems on the Premises, including, without l!milation, costsassociated with any repair or replacement of any HVAC units or systems, and running pi ping andconduit to such systems (the location for such piping and conduit shall be selected by Lessor);(m) costs and expenses associated with any Lessee Changes or Lessor Changes; and (n) any outof-pocket costs and expenses incurred by Lessor or Lessor's consultants associated with thereview of the Plans, Le ssor proposed that the entire Cost of Work would be $8,500,000 for thecompletion of the Work ("Cost Esti mate"). Any changes to the scope of Work that wouldincrease the "Cost Estima te" must be approved In writing by Les see prior to commencement ofsuch extra Work ("Change Order") provided, howe ver, that Les sor and Lessee also agree to aI 0% contingency amount equal to $850,000 ("Contingency Amount"), which such Conti ngencyAmount may be incurred in con nection with any Lessor Change, and is to be paid and reimbursedto Less or by Lessee, without such prior written approval of Lessee. Concurrently upon theexecution oftl1is Lease, Lessee shall deposit with Lessor, the sum of $850,000, which suchamount shall be a "retainer" against fees and costs incu rre d by Lesoor in connect ion with Lessor'scompletion of the Work. All Work shall be completed by a general contractor chosen by Lessorbut approved by Lessee, which approval shall not be unreasonably withheld, conditioned ordelayed (the "General Contractor"). Lessor shall be req uired to obtain the required permits forthe Work, with any costs end expenses included within the Cost Estimate. Lessee herebyapproves Bentley Construction as the General Contractor, Lessee must arrange with an insu rancecompany to provide the coverage req uired under the Lease, the cost of which is not included inthe Cost Estimate. Prior to the start of Work, Lessor must receive the certificates of insurancerequired under the Lease, Such cert ificate of ins urance shall name Lessor as additional insurnd,Lessor shall cause the General Contractor to perform all Work in a good and workmanl ikemanner and in accord ance with good indu stry practice, applicable Laws and the Lessor's WorkStandards, and in material compliance with the Plans. Lessor shall deliver to Lessee a request forpayment from the General Contractor, approved by Lessor, showing the schedule, by trade, ofpercentage of completion of the Work and the cost of labor rendered and materials de livered tothe Premises for which such payment is being requested, which such request for payment may besubmitted weekly and on or before the seventh (7th) Busi ness Day after receipt of such requestfor payment, Lessee shall deliver a check to Lessor made payable to either Lessor or GeneralContractor, the amounts so requested by Lessor. During the construction of the Work, Lessor'sRepresentative and Lessee's Representative shall meet as often es deemed reasonably necessaryby Lessor and/or Lessee lo discuss construction progress. For purposes hereof, "SubstantialCompletion• (and any correlative variations thereot) of the Work shall mean completion ofconstruction of the Work in material compl iance with the Plans, with the except ion of any PunchList Items. For the purposes hereof, the term "Punch List Items" shall mean minor detai ls ofconstruction or decorat ion or mechanical adjustments that can reasonably be com pleted after thedate Lessee commences its operations within the Premises without causing substa ntialinterference with Lessee's operat ions at the Premises. Lessor shall use its good faith efforts to 8 12926-14 7,1 EXHIBIT 1 correct (or cause General Contractor to correct) all Punch List Items within thirty (30) days after Substantial Completion of the Lessee Work. 63.Operatjons/Use. Notwithstanding anything to tne contrary set forth in the Fonn Lease, Lesseeagrees that at all times , the Premises (nnd the navigation center ("Shelter")) shall� operated (a)In complete compliance with the attached Exhibit B, (b) In a first class manner, consistent withthe highest quality standards of care, cleanliness and safety for employees, guests, patients,Invitees and neighbors, and with proper levels of experienced management and staffing, to enablethe provisi.on of appropriate programs and assistance for homeless individuals in the City, and (c)In full compliance with all applicable loca� state and federal laws, rules and regulations.Furthermore, Lessee covenants and agrees that It (and any Third Party Operator) shall notdiscriminate against any person or group of persons on account of race, disability, color, creed,religion, seK., marital status, sexual orientation, national origin, or ancestry, in the use, occupancyt tenure, or enjoyment of the Shelter. Lessee (and any Third Party Operator) shall refrain fromrestricting the use of the Shelter on the basis of the race, age, disability, color, religion, creed,gender, sex, marital status, sexual orientation, ancestry, or national origin of any person, nor shallLessee, any Third Party Operator or any person claiming under or through Lessee or any ThirdParty Operator, establish or permit any such practice or practices of discrimination with referenceto the selection, location, number, use, or occupancy of the Shelter. Lessee and any Third PartyOperator shall comply wiU, the Occupational Safety and Health Act of 1970, 29 U,S.C. section65 I et seq., and the Americans with Disabiliti es Act of 1990, 42 U.S.C, section 12101 et seq,, andany analogous legislation in California (collectively, "the Acts"), to the extent that the Acts applyto the Shelter and any activities thereon. Without limiting the generality of the foregoing, Lesseecovenants to maintain all non-structural portions of the Shelter including working areas, allmachinery, electrical facilities and the like upon the site in a condition that fully compiles withthe requirements of the Acts. 64.Indemnity. Lessee shall indemnify, protect, defend (with counsel satisfactory to Lessor) and holdhannless LeS!,or and the Released Parties, from and against any and all claims arising out of,involving, or in connection with, the use and/or occupancy of the Premises by Lessee, any ThirdParty Operator or any Lessee's or any Third Party Operator's employees, customers, patients,guests, invitees, directors, trustees, fiduciaries, representatives, agents, servants, subsidiaries,successors and assigns, and all persons, firms, corporations and organizations acting in theirbehalf of the Lessee and any Third Party Operator (collectively, "Lessee Parties") or any act,omission or negligence of any Lessee and/or any of the Lessee Parties or any Default and/orBreach by Lessee of any covenants, tenns and/or conditions set forth in this Lease, either prior Lo,during, or after the expiration of the Term and including any claims brought or arising out of anycivil tort or criminal activity; provided however, that the foregoing indemnification shall notapply to the extent arising out of the gross negligence or willful misconduct of Lessor or theReleased Parties. If any action or proceeding is brought against Lessor by reason of any of theforegoing matters, Lessee shall upon notice defend the same at Lessee's sole cost and expense bycounsel reasonably satisfactory to Lessor and Lessor shall reas onably cooperate wlth Lessee insuch defense. If Lessor In its sole discretion shall determine that it is in Lessor's interest to haveseparate legal counsel, Lessee shall indemnify Lessor for any legal fees and costs incurred byLessor for the defense of any such claims. Lessor need not have first paid any such claims in order to be defended or indemnified hereunder, Lessor shall indemnify, protect, defend (with counsel satisfactory to Lessee) and hold harmlessLessee and the Lessee Parties, from and against any and all claims arising out of, involving, or inconnection with, the gross negligence or willful misconduct of Lessor relating to tho Premiseseither prior to, during, or after the expiration of the Tenn and Including any claims brought or 9 12926447.1 EXHIBIT 1 arising out of any civil tort or criminal activity; provided however, that the foregoing indemnificotion sholl not opply to the extent arising out of the gross negligence or willful misconduct of Lessee or the Lessee Parties. lf any action or proceeding is brought against Lessee by reason of ony of the foregoing matters, Lessor shall upon notice defend the same at Lessor's sole cost and expense by counsel reasonably satisfactory to Lessee and Lessee shall reasonably cooperate with Lessor in such defense. If Lessee in its sole discretion shall determine that it is in Lessee's interest to have separate legal counsel, Lessor shall indemnify Lessee for any legal fees and costs incurred by Lessee for the defense of any such claims. Lessee need not have first paid any such claims in order to be defended or indemnified hereunder. 65.Notices. Notwithstanding anything to the contrary in the Form Lease, all notices, requests, ordemands herein provided to be given or made, or which may be given or made by either party tothe other, shell be given or made only in writing and shall be deemed to have been duly given: (i)upon delivery, or if delivery is rejected when delivery was attempted, of U.S. Certified Mail,properly addressed, postage prepaid with return receipt requested; or (ii) upon delivery, or ifdelivery is rejected when delivery was attempted, when sent via overnight or express mailcourier, properly addressed and postage prepaid; (iii) when delivered personally al the addresslisted below their respective signatures (signature required), or (iv) by e-mail, and if so sen� (a)the subject line of the e•mail shall state "URGENT: NOTICE TO [LESSEE] (LESSOR]" (orsubstantially similar thereto) and (b) followed within one ( I) business day by a copy sent by amethod prescribed in (i), (ii) or (iv) above; provided however, that nll deliveries or attempteddeliveries shall only be made or attempted to be made on a Business Day. Notwithstanding theprescribed methods of delivery set forth above, actual receipt of written notice by o partydesignated below shall constitute notice given in accordance with the Agreement on the dotereceived, unless deemed earlier given pursuant to the foregoing methods of delivery. The properaddress to which notices, requests or demands may be given or made by either party shall be theaddress set forth for such party as set forth in the Form Lease, or to such other address or to suchother person as any party shall designate in writing, such address may be changed by writtennotice given to the other party In accordance with this Paragraph. 66, ADA Upgrades. Except with respect to the Work as set forth in Section 62 above, Lessor shallnot be required to provide ADA upgrades to the Premises. 67.lntentionolly Omitted. 68.Inspections. Notwithstanding anything to the contrary set forth In the Fonn Lease, uponreasonable notice to Lessee, Lessor shall have the right to inspect the Premises, or cause thePremises to be inspooted by a third party chosen by Lessor, to verify that Premises are at all timesbeing operated in full compliance with the terms of Paragraph 6 l of this Addendum and asotherwise required by this Lease. In the event that any such inspection reveals any such non•complionce, the some shall be, at the option of Lessor, a Default and or Breach by Lessee underthe Lease. As additional consideration for Lessor's entering into this Lease, Lessee shallreimburse and pay to Lessor, in addition to Base Rent and other Rent due hereunder, the cost ofany such inspection, up to $500 per inspection but no more than once each calendar month, tohelp offset the cost of such inspections, such amounts to be paid by Lessee to Lessor within 5days ofter Lessee's receipt from Lessor ofa copy of the applicable inspection report and invoicetherefor, and all such amounts being deemed Rent under this Lease. 69.Option to Purchase . Lessor hereby grants to Lessee an option (the "Purchase Option�) during thePurchase Option Period (as defined herein below) to purchase the Premises upon the followingterms: 10 12926441.1 EXHIBIT 1 69.1, Purchase Price. The Purchase Price for the Premises shall be equal to the sum of $9,200,000 (the "Initial Price") plus the Increase Amount (as defined below) (said Initial Price plus the Increase Amount, if any, being the "Purchase Price"), payable in cash at Closing (as defined below): provided, however, that the Initial Price is based in part upon Lessor's original purchase price of the Premises and in the event that Lessor receives any monies back in respect thereof from its seller as set forth in its original purchase agreement, the Initial Price shall be reduced by said amount so rooeived. The "Increase Amount" shall be the amount equal to SO¾ of the increase in the Consumer Price Index for all Urban Consumers for the Los Angeles-Anaheim-Riverside area, all items published by the United States Department of Labor, Bureau of Labor Statistics ( 1982-84=100) ("lndeK") from May 2020 ("Base Index.") to the date of the Notice ofEKercise (as defined below); such increase to be calculated by taking the Initial Price and multiplying it by a fraction, the numerator being the Base Index, and the denominator being the Index published for the month in which the Notice ofExercise is delivered . lf the Index is changed so the Index differs from that used as of the date hereof, the Index shall be converted under the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index Is discontinued or revised during the Lease Term, such other governmental Index or computation with which it is replaced shall be used to obtain substantially the same results as would be obtained if the Index had not been discontinued or revised. Notwithstanding the foregoing, the Increase Amount shnll not increase the Initial Price by an amount equal to more than 1.5% per year (non-compounding), Additionally, in the event Lessor receives funds for the Regulatory Safety Penni!, the Purchase Price shall be reduced by $1,000,000 or the amount of such funds that are received by Lessor, provided, however, that any interest collected by Lessor in connection with such Regulatory Safety Permit amount shall not be included in the reduction of such Purchase Price. 69.2, Term of Purchase Option. The term of the Purchase Option shall commence upon the 1 • day of the J3 ili month of the Term of tho Lease (the "Purchase Option Commencement Date") and shall expire on the earlier of (a) the five (5) year anniversary of the Commencement Date and (b) tho expiration or termination of this Lease for any reason whatsoever (the "Purchase Option Termination Date"), The period between the Purchase Option Commencement Date and the Purchase Option Termination Date shall be referred to herein as the "Purchase Option Period.'' In the event Lessee fails to timely exercise the Purchase Option within the Purchase Option Period, the Purchase Option, and all rights of Lessee, shall immediately and automatically cease and terminate, and tho Purchase Option shall in that event be null and void and be ofno further force or effect whatsoever. Lessee may exercise the Purchase Option only in the manner provided In Section 69.4 below. 69.3. lnyestjgatjons . During the Purchase Option Period, Lessee shall be permitted to investigate the Premises and undertake all actions that it deems necessary or desirable to ascertain the condition of the Premises which includes, but is not limited to, the environmental condition of the Premises, status of title to the Premises, and the condition of the improvements on the Premises. Accordingly, during the Purchase Option Period, Lessee shall have, in addition to its rights as the tenant of the Premises hereunder, and Is hereby granted, the right to make and conduct such non-invasive surveys, studies, tests, investigations, and inspections (environmental and otherwise) as Lessee deems reasonably necessary or convenient: provided that Lessee may make such invasive surveys, studies, tests, investigations or Inspections as it deems reasonably necessary or convenient only upon the prior written consent of Lessor which shall not be unreasonably lI 11926441,1 EXHIBIT 1 withheld, All such surveys, studies, tests, investigations and inspections shall be porfonned at tho sole east and expeose of Lessee and Lessee shall Indemnify, defend and hold Lessor hannless from end egainst any and all cos� expense, liability arising from or in connection with any such surveys, studies, tests, investigation and inspections. 69.4. Exercise of Purchase Option. To exercise the Purchase Option, Lessee shall serve written notice of exercise upon Lessor or Lessor's legal representatives at any time after the Purchase Option Commencement Date but prior to the Purchase Option Termination Date ("Notice of Exercise"), which such Notice of Exercise shall be accompanied by a cash or cash equivalent in the amount of One Hundred Thousand Dollars($ I 00,000,00) ("Deposit"). The Deposit shall be invested by Escrow Holder (as defined below) in a federally Insured interest-bearing account with any interest accruing thereon to be paid or credited to Lessee. At the Close of Purchase Option Escrow, the Deposit and any accrued interest thereon shall be applied and credited toward payment of the Purchase Price. The Notice of Exercise shall provide at least 90-120 days for Lessor to locate an exchange property prior to the Closing of the Purchase Option Escrow. 69.5. Escrow. If Lessee timely exercises the Purchase Option by the timely delivery of the Notice of Exercise and the Deposit, Lessor and Lessee shall immediately open an escrow ("Option Escrow") with Chicago Title Company ("Escrow Holder", the specitic escrow officer being chosen by Lessor, or Lessor may choose such other escrow or title company in its reasonable discretion upon written notice to Lessee, which such escrow or title company shall be subject to Lessee's approval, which will not be unreasonably withheld, conditioned or delayed), whereupon the Deposit shall be delivered to Escrow Holder, This Agreement shall constitute joint escrow Instructions to Escrow Holder with respect to the purchase and sale of the Premises. The parties shall exeoute such additional escrow instructions which arc not inconsistent with the provisions of this Agreement and which may be required by Escrow Holder in order to close such escrow, 69.6. Payment, The Purchase Price shall be paid in cash upon the Close of Purchase Option Escrow ( as defined below), 69.7. Q.Qmng. The close of the Purchase Option Escrow for the purchase and sale of tho Premises shall occur on or before the date which is thirty (30) days ("Scheduled Closing Date") after the dale of delivery of the Notice of Exercise by Lessee to Lessor (the "Close of Purchase Option Escrow" or "Closing"), For purposes hereof, the Close of Purchase Option Escrow (and Closing) shall be the date on which the Grant Deed conveying the Premises to Lessee is recorded. 12926447.1 a)If, following Lessee's timely and proper exercise of the Purchase Option, theClosing fails to occur as a result of Lessor's breach or default and if Less orshould remain in default in any material respect in the perfonnance of any ofLessor's obligations under the Lease with respect to the sale of the Premises afterthe fifth (5th) Business Day following the delivery by Lessee to Lessor of writtennotice of such default, Lessee shall be entitled, as its sole and exclusive remedyfor any such defaul� to elect any one of the following remedies (so long as titleto the Premises has not been further encumbered involuntarily or by or with theconsent of Lessor, and Lessor elects not to remove such encumbrance on or priorto Closing): (i) tenninate its Purchase Option and receive the retunl of theDeposit, and, thereafter, the parties shall have no further rights or obligationshereunder except that if applicable, the Lease shall continue thereafter in full 12 EXHIBIT 1 12926447.1 force and effect, or for obligations which expressly survive the termination of the Purchase Option; or (ii) bring and pursue an action for specific performnnce of the Purchase Option; or (iii) waive the default and proceed to close the transaction contemplated herein. As a condition precedent to Lessee exercising any right it may have to bring an action for specific performance hereunder, Lessee must commence such an action within thirty (30) days after the occurrence of Lessor's default. Lessee agrees that its failure to timely commence such an action for specific performance within such thirty (30) day period shall be deemed a wa.iver by it of its right to commence an action for speeitic performance as well as a waiver by it of any right it may have to file or record a notice oflis pendens or notice ofpendency of action or similar notice against the· Premises. b)If, following Lessee's timely ond proper exercise of the Purchase Option, the Closing fails to occur as a result of Lessee's breach or default, and if Lessee should remain in default in any material respect in the performance of any of Lessee's obligations with respect to the purchase of die Premises after tho fifth (5th) Business Day following the deliveiy by Lessor to Lessee of written notice of such default, THEN AND IN SUCH EVENT, NOTWITHSTANDING ANYTHING HEREIN TO nm CONTRARY, LESSEE AND LESSOR AGREE THAT LESSOR WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT BY LESSEE, WHICH DAMAGES SHALL BE IMPRACTICAL AND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. LESSEE AND LESSOR, IN A REASONABLE EFFORT TO ASCERTAIN WHAT LESSOR'S DAMAGES WOULD BE IN THE EVENT OF SUCH DEFAULT BY LESSEE HAVE AGREED BY PLACING THEIR INITIALS BELOW THAT THE AMOUNT OF THE DEPOSIT SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF LESSOR'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CIVIL CODE AND THE PAYMENT AND RETENTION OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENAL TY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE SECTIONS 3275 OR 3369. IN THE EVENT OF AND FOR SUCH DEFAULT BY LESSEE; LESSOR SHALL RETAIN THE DEPOSIT AS LIQUIDATED DAMAGES AS LESSOR'S SOLE REMEDY THEREFOR, UNLESS LESSEE WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCEL THE ESCROW OR TO RELEASE THE DEPOSIT TO LESSOR, IN WHICH INSTANCE LESSOR SHALL ALSO BE ENTITLED TO ALL COSTS AND EXPENSES, INCLUDING ACTUAL ATTORNEYS' FEES INCURRED BY LESSOR WITH RESPECT TO THOSE CONSEQUENTIAL DAMAGES, IF ANY, WHICH MAY BE INCURRED BY LBSSOR,AFTBR THE CLOSING DATE OR OTHER TERMINATION OF THIS AGREEMENT OR CANCELATION OF THE TRANSACTIONS HEREIN CONTEMPLATED BY REASON OF THE CLOUD ON TITLE TO THE PROPERTY WHICH MAY RESULT FROM LESSBE'S WRONGFUL FAILURE TO CANCEL THE ESCROW AND THIS AGREEMENT. ESCROW HOLDER IS HEREBY INSTRUCTED TO IMMEDIATELY RELEASE THE DEPOSIT TO LESSOR IN THE EVENT OF A BREACH BY LESSEE HEREUNDER. IN ADDITION, IF LESSEB WRONGFULLY FAILS TO CAUSE SUCH SUM TO BE DELIVERED TO LBSSOR AS HERETOFORE PROVIDED, INTEREST SHALL ACCRUE THEREON AT THE MAXIMUM RATE ALLOWED BY l3 EXHIBIT 1 LAW FROM THE DATE OF LESSOR'S WRITTEN NOTICE OF DEFAULT AND TERMlNATION UNTIL PAYMENT THEREOF. IN ADDlTION, LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION CHARGES. FURTHBRMORE AND NOT WITHSTANDING THE FOREGOING, THIS PARAGRAPH PERTAINS ONLY TO A DEFAULT BY LESSEE WITH RESPECT TO THE PURCHASE OPTION AND SHALL NOT RESTRICT, LIMIT, MODIFY, ALTER OR AMEND, IN ANY MANNER WHATSOEVER, ANY RIGHT OR REMEDY OF LESSOR IN THE EVENT OF A D T BY LESSEE UNDE T · E LEASE, (c)Except as otherwise set forth herein, either party shall not be liable for consequential or speculative damages in connection with such party's breach or default hereunder. (d)Additionally, and notwithstanding the foregoing, if following Lessee's timely and proper exercise of its Purchase Option, the Premises suffer a material casualty (which, for purposes hereof shall mean damage with a cost to repair in excess of$ I 00,000 not caused by Lessee orany employee, resident, guest or invitee of Lessee), then Lessee shall have the right to either(i) proceed wtth the Close of Escrow (In which case, ifthere were such a material casualty Lessee shall be entitled to receive all available insurance proceeds and receive a reduction of the Purchase Pr ice in an amount equal to the deductible amount and any required co-Insurance payment with respect to the insurance, and there shall be no other reduction in the Purchase Price), or(ii) rescind the Notice of Exercise, in which case the Deposit shall be returned to Lessee, the Lease shall continue in full force and effect (Including Lessee's right to later re-exercise the Purchase Option), and Lessee shall not be liable for any costs incurred by Lessor with respect to the failed Closing; provided, however that each of Lessee and Lessor shall pay one-half of the Escrow Holder's costs and fees in connection with the Option Escrow and its cancellation. (e)Additionally, and notwithstanding the foregoing, if the Closing Is unable to occur for a reason other than a breach or default by Lessee or Lessor, then Lessee shall have the right to rescind the Notice of Exeroise, in which case the Deposit shall be returned to Lessee, the Lease shall continue in full force and effect (including Lessee's right to later re•exercise the Purchase Option), and Lessee shall not be llable for any costs Incurred by Lessor with respect to the failed Closing; provided, however that each of Lessee and Lessor shall pay one halfof the Escrow Holder's costs and fees in connection with the Option Escrow and its cancellation. 69.8. Condition of Property. Lessee represents and warrants that Lessee has, or shall have inspected and conducted tests and studies of the Premises, and that Lessee is familiar with the genetal condition of the Premises, Lessee understands and acknowledges that the Premises may be subject to earthquake, fire, Ooods, erosion, high water table, dangerous underground soil conditions, hazardous materials and similar occurrences that may alter its condition or affect its suitability for any proposed use. EKcept as otherwise 14 12926447.1 EXHIBIT 1 expressly provided in the Lease, Lessor shall have no responsibility or liability with respect to any such occurrence. Lessee represents and warrants that, except for Lessor 1 s express representations and warranties herein, Lessee is acting, and will act only, upon information obtained-by Lessee directly from Losse<>'s own inspection of the Premises, Lessor hereby makes no claims, representations or warranties as to the suitability or lack of suitability of the Premises for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any such proposed or intended use of the Premises shall not affect the rights or obligations of the Lessee hereunder. 69,9. "As Is". Lessee expressly agrees that If it completes the purchase of the Premises (i) that it is purchasing the Premises on an "As is" basis and based on its own investigation of the Premises, (ii) that, except as expressly set forth herein, neither Lessor nor Lessor's employees J agents, brokers, representatives, managers, property managers, asset managerst officers. principals, bencficiaries 1 trustees, attorneys or contractors (collectively, "Lessor's Representatives") have made any warranty, representation or guarantee, expressed, implied or statutory, written or oral, including, withoot limitation, any implied warranty of merchantability or fitness for any use or purpose or of reasonably workmanship, concerning the Premises or any of the products or improvements located thereon or therein: (Iii) that, except as otherwise expressly set forth herein. neither Lessor nor Lessor's Representatives have made any warranty. representation, or guarantee, expressed, implied or statutory, written or oral, pertaining to the Premises' compliance with any laws, ordinances, rules or regulations, federal, state or local and (Iv) except as otherwise expressly set forth herein, that neither Lessor nor Lessor's Representatives have made any warranty, representation or guarantee, expressed, Implied or statutory, written or oral, as to any government limitation or restriction, or absence thereof, pertaining to the Premises, or as to the presence or absence of any latent defect, subsurface soil condition, environmental condition, hazardous substance, toxic waste or any other matter pertaining to the physical condition (title, mapping, grading, construction, or otherwise) of the Premises. Lessee is or as of the Close of Purchase Option Escrow will be familiar with the Premises and their suitability for Lessee's Intended use. All documents which have been given to Lessee by Lessor, or Lessor's Representatives, have been delivered as an accommodation to Lessee and without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assignability of any of the documents, all of which Lessee relies on at its own risk. Lessee acknowledges and agrees that, except as otherwise expressly set forth herein, Lessee's only recourse for any defect in title shall be against the title company and not Lessor. 69, I 0, Release, Lessee shall rely solely upon Lessee's own knowledge of the Premises based on its investigation of the Premises and its own inspection of the Premises In determining the Premises' physical condition. Effective upon the Close of Escrow, Lessee and anyone claiming by, through or under Lessee hereby waives its right to recover from and fully and irrevocably releases Lessor and Its respective members, employees, officer,, directors, partners, shareholders, beneficiaries, trustees, fiduciaries, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting in their behalf ("Released Parties") from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any construction defects, errors, omissions or otlter conditions, latent or otherwise, including environmental matters, affecting the Premises l5 12926441-1 EXHIBIT 1 or any portion thereof. This release includes claims of which Lessee is presently unaware or which Lessee does not presently suspect to exist which, if known by Lessee, would materially affect Lessee's release to Lessor. In this connection and to the fullest extent permitted by law, Lessee hereby agrees, represents and warrants that Lessee realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Lessee further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and tha� as a material portion of the consideration given to Leasor by Lessee in exchange for Lessor's performance hereunder, Lessee nevertheless hereby intends to release, discharge and acquit Lessor from any such unknown ceuses of action, claims, demands, debts. controversies, damages, costs, losses and expenses which might in any way be included, Lessor has given Lessee material concessions regarding this transaction in exchange for Lessee agreeing to the provisions of this Section. 69.1 1. Additional Release. The releases set forth in Section 69.10 above und this Section 69.11 are full and complete releases of all the persons and entities described above of and ftom any and all liability ofuny noture whatsoever for all damage, injury, loss, expense, including any consequentlul expense, loss or damage, whether the same are now known or unknown to the parties, expected or unexpected by said parties, and all rights under Section 1542 of the California Civil Code are hereby waived and relinquished. Section 1542 of the Civil Code provides as follows: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMllNT WITH THE DEBTmjED PARTY." sse 1t1als Notwithstanding anything to the contrary herein, the foregoing releases in Section 69.10 and this Section 69.Jl are not intended to and do not cover (i) any claims arising from a breach by Lessor of any Lessor's obligations under this Lease, or (iii)any gross negligence, willful misconduct or fraud committed by Lessor. 69.12. permissible Title Exceptjons. Upon the Close of Purchase Option Escrow, Lessor shall convey the Premises to Lessee by a grant deed (the "Grant Deed"), The Grant Deed shall be subject only to the following (collectively, the "Permitted Exceptions"): 1192644?,I a)Current Matters of Record. Those matters of record identified on the attachedExhibit A. b)Lease. This Lease. c)Future Non-Monetary Exceptions. All monetary and non-monetaryencumbrances placed against the Premises or which may appear of record nfierthe date hereof as the result of any action or inaction of Lessee (including any 16 EXHIBIT 1 monetary encumbrances appearing of reeord ss a result of any action or inaction ,, by Lessee during the Purchase Option Term), d)Iru!tl, Non-delinquent general, special and supplemental real property taxes andassessments; provided however, all delinquent taxes and assessments relating tothe perio<i following the Commencement Date of tho Lease are tho responsibilityof Lessee pursuant to this Leese and shall be paid by Lessee at Closing. c)Printed EKceptlons. Matters shown as printed exceptions in the standard form ofOwner's Policy of Title Insurance. Title Insurance, Lessor shall cause to be delivered to Lessee upon the Close of Purchase Option Escrow, an ALTA standard coverage owner's policy of title insurance on the Premises issued by Escrow Holder with policy limits equal to the Purchase Price and insuring title to the Premises in the condition set forth above and otherwise vested in Lessee. Lessee shall have the right to request issuance ofan ALTA extended eoverage owner's policy of title insurance and any endorsements it may require, but the Closing shall not be delayed or conditioned on the issuance of same. Lessee shall obtain, at its sole cost and expense, any survey required to obtain any such extended coverage Title insurance, and the obtaining or failure to obtain any such survey shall not delay the Closing. 69.13. Additional Closing Documents. As part of the Closing, the parties shall execute and deliver the following additional documents to the Escrow Holder: a)Lessor and Lessee shall execute and deliver an Assignment and Assumption ofLease; b)Lessor shall execute and deliver a Bill of Sale and General Assignment; c)Lessor shall execute and deliver a Transferor's Certification of Non-ForeignStatus, together with a California Form 593-C, reflecting that no tax withholdingis required; and d)Lessor and Lessee shall deliver such additional, customary escrow closingdocuments and instruments ss Escrow Holder shall reasonably require, includingappropriate evidence of authority and a customary owner's affidavit. The Grant Deed and those documents specified in Paragraphs 69.9 (a), (b) and (c) shall be prepared by Lessor and delivered to Lessee for review and approval not later than ten ( I 0) days prior to the Scheduled Closing Date. The exact form and content of such documents shall be subject to good faith negotiation by Lessor and Lessee and the failure of Lessor and Lessee to agree upon the form of such documents not later than 2 Business Days prior lo the Scheduled Closing Date shall constitute the failure of a.condition of closing, and either party shall then have the right to terminate the Purchase Option and the sale of the Premises. 69.14. Prorations and Credits. Pursuant to the terms of the Lease, all real property taxes and assessments and utilities are to be paid by Lessee and as such no prorations for the same are to be made, l7 ll.926441.1 EXHIBIT 1 69.15. Closing Costs. Lessor shall pay for (a) all premiums for the AL TA standard coverage portion of the Title Policy, (b) one-half(½) of all Escrow fees and costs, (c) all sales and gross receipts taxes, (d) all documentary transfer and/or stamp taxes, if any, and (e) Lessor's share of prorations, if any. Lessee shall pay for (i) all premiums for the AL TA extended coverage portion of the Title Policy and any endorsements requested by Lessee, (ii)all costs relating to the survey and all reports, studies, inspections, investigations and all other costs and expenses incurred by Lessee in connection with its review of any materials, documents, materials, the Premises and other such due diligence conducted by Lessee, (iii) any document recording fees and charges, (iv) one-half(½) of all Escrow fees and costs, and (v) Lessee's share of prorations, if any. Lessor and Lessee shall each pay for all of its respective legal and professional fees and fees of other consultants incurred by such respective party, and if Lessee shall finance any of the Purchase Price, Lessee shall pay all costs and expenses incurred or arising in connection with such financing. All other normal and customary closing costs and expenses shall, except as otherwise herein set forth, be allocated between Lessor and Lessee in accordance with the customary practice in the County in which the Project is situated. 69.16. Purchase Option Assignment. The Purchase Option is personal to Lessee and may not be assigned in whole or in part at any time. Notwithstanding the foregoing, Lessee may assign the Purchase Option to any other governmental entity approved by the City to whom this Lease is assigned as set forth in Section 60 herein above. (remainder of page left intentionally blank) 18 12926447.1 EXHIBIT 1 70.fJl!wllm:m, Tho Form Lea•• and Addendum may oaoh be exeouted In multiple ®untorpartsand by separate parlles on separate counterparts and delivered vta fuoalmlle or other moans ofelectronic imagt tNlllsmls1ion, eaoh of which shall bo deemed an original for all purposes, but allof which, together, shall constitute one and the snme instrument. LESSOR: DYBll 18, LLC 12?26447,1 L!lSSijE: See attached City of Santa Ana signature page 19 EXHIBIT 1 Lessee City of Santa Ana Signature Page to: Addendum to Standard Industrial/Commercial Single-Tenant Lease -Net For Certain Premises Commonly Known as 1815 East Carnegie, Santa Ana, California 92705 March 1, 2021 CITY OF SANTA ANA: City Manager APPROVED AS TO FORM: Sonia R. Carvalho C�ttomey. >ir � '\;,:.«tr Ry,fo1 O.(;Hodge Assi{tant City Attorney ATTEST: rk of the Council RECOMMENDED FOR APPROVAL: Steven Mendoza Executive Director Community Development Agency EXHIBIT 1 EXHIBIT "A" -LIST OF PERMITTED EXCEPTIONS See attached 20 12926441.1 EXHIBIT 1 EXHIBIT "B" -DESCRIPTION OF LESSEE USES The property will be used as an emergency homeless shelter and ancilla1y uses thereto are center, health clinic, and anclllory office space, Services to be provided include case management, housing navigation, behaviornl health and substance use counseling, healthcare coordination, and job development. Outdoor property perimeter will be covered with screened fences to limit visibility into the area, Outdoor facilities will include client storage area, pet accommodations, smoking area, outdoor common area, recreational area, and temporary modular housing. There will be 24/7 security guard presence at the property to promptly resolve any security issues that may arise. In addition, this property is not a walk-in facility. All client transportation to and from the facilities will be provided. In addition, there is a Good Neighbor Policy which will be implemented by Lessee (and its Third Party Operator) to promote positive communication and relationship with neighbors on an ongoing basis. 2l 12926447.1 EXHIBIT 1 Reason for Change Comments *At time conceptual bid was provided, the budget was an educated guess as plans were not yet generated. 792,240$ 773,386$ -$ 843,386$ 70,000$ Unforeseen Circumstance and Change of Scope - Increase in sewer line size from 4 inches to 6. The original "as-built" plans from Gensler showed the existing condition as 6 inches. - Additional plumbing for the pump in the back yard. - Public Works required replacement of Fire and Domestic water in the street. - Increase in material cost - Overtime 1,089,046$ 1,032,170$ -$ 1,074,170$ 42,000$ Unforeseen Circumstance and Change of Scope - Emergency lighting changes - Additional bug-eye - Redo lounge room 105 electrical per City's request - Additional underground conduits that were not expected - Rework dorm lighting - Overtime -$ 34,665$ -$ 34,665$ -$ Unforeseen Circumstance and Change of Scope - Switchgear needed to be expedited per the City's request 880,000$ 946,191$ 18,589.79$ 974,469$ 9,688$ Change of Scope and increase in material cost - Framed upstairs which was not part of the original scope-Framing Square footage increased substantially due to framing of the mezzanine. - Original assumptions had us using ICF, however we needed to use wood framing which increased material cost by 25% - Lumber prices have greatly increased in the past year - Fire treated wood had to be used at the front that we were not anticipating to have to use. Never had to use on any other project. - Overtime 110,948$ 89,629$ 1,730.80$ 112,860$ 21,500$ Change of Scope - Increase in cabinetry scope (after 1st round of plans were produced) - Front entrance area reception doors needed to be changed from original plan 785,000$ 607,590$ 89,019.00$ 785,000$ 88,391$ Change of Scope and increase in material cost - Increase in material cost and change in scope (after 1st set of plans were produced) -$ -$ -$ 8,682$ 8,682$ Change of Scope - Needed to re-engineer the ducting runs -$ -$ -$ 5,000$ 5,000$ Change of Scope - Needed to expedite per the City's request -$ -$ -$ 23,500$ 23,500$ Change of Scope - Not part of original scope 204,000$ 4,967$ 183,874.45$ 208,968$ 20,126$ Change of Scope - Required to protect the unused upstairs area, which was not part of 1st set of plans - Upgraded to a voice activated system 245,700$ 151,070$ -$ 259,070$ 108,000$ Unforeseen Circumstance and Change of Scope - Increase in sprinkler heads because of conflict with lighting system and bathroom plumbing-Fire safety requirement 225,000$ 213,574$ 25,564.50$ 264,138$ 25,000$ Unforeseen Circumstance and Change of Scope - Upsizing of fire water line - Public works required replacement of Fire and Domestic Water main in the street. 181,967$ 200,677$ -$ 200,677$ -$ 475,000$ 600,905$ 60,651.79$ 783,435$ 121,878$ Change of Scope and increase in material cost - Underestimated overall cost of work needed to be done - Rains caused sub to need to recondition the soil - Rebar cost significantly increased -$ 6,000$ -$ 6,000$ -$ -$ 18,000$ -$ 18,000$ -$ 125,000$ -$ -$ 140,000$ 140,000$ Change of Scope and increase in material cost - Patch work requested by Public Works 139,500$ 48,825$ -$ 143,825$ 95,000$ 206,700$ 206,700$ -$ 218,700$ 12,000$ Increase in Labor Cost - Potential change order for prevailing wage 432,275$ 429,212$ -$ 429,212$ -$ 22,000$ 23,987$ -$ 23,987$ -$ 36,000$ 46,448$ 1,923.75$ 57,371$ 9,000$ Change of Scope - Engineering needed for roof work - Cut in for rear exit door - Roof screening engineering 325,000$ 337,267$ 13,663.77$ 375,931$ 25,000$ Change of Scope - Excavation for additional concrete work 37,723$ 29,017.80$ 2,901.78$ 37,723$ 5,804$ Extended Timeline - Timeline for project extended 12,000$ 15,506.70$ -$ 27,905$ 12,398$ Unforeseen Circumstance - Assumed Turelk's original contract after taking over which included an unknown dismantle charge of $12,398 17,843$ 16,745.92$ 1,547.18$ 21,387$ 3,094$ Extended Timeline - Timeline for project extended 439,391$ 439,391.40$ -$ 439,891$ 500$ Change of Scope - Permit fee for shade structure 38,660$ 39,546.00$ -$ 39,546$ -$ 900,000$ 1,143,308.63$ 191,414.59$ 1,528,104$ 193,381$ Change of Scope and increase in material cost - Because we were not allowed to use ICF construction method, scope of the drywall/insulation project was increased by 25%. - Framed upstairs which was an increase in scope-Framing Square footage increased substantially due to framing of the mezzanine. - Third layer of drywall was required by building and safety in all of the corridors causing a large increase in material and labor -$ 10,000.00$ -$ 40,451$ 30,451$ Change of Scope - Changed from melamine to FRP -$ 13,356.45$ -$ 13,356$ -$ Change of Scope - Changed from melamine to FRP -$ 9,962.12$ 8,967.26$ 33,636$ 14,707$ Change of Scope -$ -$ 92,316$ 92,316$ Change of Scope 150,000$ 154,603$ 1,573.79$ 156,177$ -$ -$ -$ -$ 20,000$ 20,000$ Change of Scope Switchgear Fireproofing Shaft Wall Framing/Drywall/Wallboard Second Floor Tile Captiveaire Equipment Light Post Shade Sales - Concrete Sleeping Cubbies/FRP Bathroom/FRP Current Outstanding Invoices (not drawn on) Remaining Funds Needed HVAC Engineering HVAC Freight for RUUD Equipment Revised Budget as of 3/22/22 Civil Engineer Structural Engineer Demo/Excavation/Shoring Consulting Shoring Tower Rentals Equipment Rental Permit/Fees Security Services (up to June 15th) Tile Rough Plumbing Electrical Rough Framing Finished Carpentry Project Number: CAR-1 Dyer 18, LLC - 1815 Carnegie Schedule of Values*January 2022 Budget Drawn as of 3/22/22 Paving HVAC Fire Alarm System Underground Utilities Fire Sprinklers Edison Concrete Work (Interior & Exterior) Drywall/Insulation Roofing Elevator Architect EXHIBIT 2 297,000$ 280,579$ 41,341.91$ 390,121$ 68,200$ Change of Scope The following doors were added to the scope: - Wood doors (City decision to upgrade material) - 2 hour glass door - Dining room accordion door - Rollout door - Glass bifold door - City requested to order more doors due to previous order being late 49,000$ -$ 6,960.53$ 6,961$ -$ Change of Scope 160,000$ 199,202$ -$ 199,202$ -$ Change of Scope and increase in material cost - Significant increase in material cost -$ 20,000$ 15,021.24$ 65,021$ 30,000$ Change of Scope - Preferred method of ICF was rejected by building and safety 100,000$ 40,333$ 10,618.81$ 120,952$ 70,000$ Increase in material cost - Steel prices have increased dramatically over the life of the project -$ 10,000$ -$ 10,000$ -$ 300,000$ 65,467$ 126,191.09$ 215,258$ 23,600$ Change of Scope -$ 60,004$ 45,710.48$ 105,714$ -$ -$ -$ -$ 24,230$ 24,230$ Change of Scope - Looking for less expensive substitutes -$ -$ -$ 77,389$ 77,389$ Change of Scope - Looking for less expensive substitutes -$ -$ 73,074$ 73,074$ -$ Change of Scope -$ -$ 21,555$ 21,555$ -$ Change of Scope 25,000$ 27,031$ -$ 27,031$ -$ -$ -$ 11,470$ 13,470$ 2,000$ Change of Scope Exterior Fencing -$ -$ -$ 4,000$ 4,000$ Change of Scope -$ -$ -$ 13,000$ 13,000$ Change of Scope -$ -$ -$ 4,000$ 4,000$ Change of Scope -$ -$ -$ 600$ 600$ Change of Scope -$ -$ -$ 4,500$ 4,500$ Change of Scope -$ -$ -$ 5,000$ 5,000$ Change of Scope -$ -$ -$ 5,000$ 5,000$ Change of Scope 75,000$ -$ -$ 64,286$ 64,286$ Change of Scope - Recently added to the scope as there was additional work to repair and complete work not completed by the former contractor 140,000$ 72,436.85$ 12,752.73$ 152,440$ 67,250$ Change of Scope - Not part of original scope (part of FF&E) 200,520$ 221,335.09$ -$ 228,335$ 7,000$ - Needed to substitute lights because of back order and new lights were more expensive 76,146$ -$ -$ 76,146$ 76,146$ Change of Scope - City permitting process required roof screening 100,000$ -$ 21,225.70$ 100,000$ 78,774$ Change of Scope 25,000$ -$ -$ -$ -$ Unforeseen Circumstance and Change of Scope 100,000$ -$ -$ 100,000$ 100,000$ - Per City, amount determined per discussions with City Staff. COVID Testing -$ -$ 3,380.00$ 3,380$ -$ Site Cleanup -$ -$ 8,000.00$ 28,000$ 20,000$ Unforeseen Circumstance - PWA mandating cleanup at the site Rolling Gates and operators -$ -$ -$ 50,000$ 50,000$ Change of Scope - Planned to use existing gates, but deemed unusable Rec Area Gates and Hardware -$ -$ -$ 25,000$ 25,000$ Change of Scope and increase in material cost 9,643,660$ 8,639,089$ 998,724$ 11,655,203$ 2,017,391$ 1,055,923$ 1,066,077$ -$ 1,055,923$ -$ Extended Timeline - Timeline for project finish date extended due to design and permitting delays; scope of work increased 269,077$ 258,923$ -$ 269,077$ -$ Extended Timeline - Timeline for project finish date extended due to design and permitting delays; scope of work increased 10,968,660$ 9,964,089$ 998,724$ 12,980,203$ 2,017,391$ Backyard Turf Irrigation Sod Grass Grind and Seal Stucco for CMU Block Wall Shade Sales Interior Paint Roof Framing Allowance Column Replacement Fold-Up Door Lighting Package Roof Screening Exterior Painting Miscellaneous Doors/Windows CMU Block Wall Shade Structures Interior Finishes (Floor/Wall) Upstairs Carpeting Upstairs Vinyl Playground/Fencing Epoxy Kitchen Plant/Tree Allowance Pea Gravel Fiber Glass Bender Board Subtotal General Conditions Overhead/Main Office Total Camera/Security System Exterior Finishes/Landscaping EXHIBIT 2