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HomeMy WebLinkAboutCF SANTA ANA, LLC (2)INSURANCE NOT REQUIRED A-2017-264-01 WORK MAY PROCEED CLERK Or COUNCIL� DATA FEB 12 2018 ,�� TENANT ESTOPPEL CERTIFICATE v Date: February_, 2018 47e �n�aV ` PropertyName: 801 West Civic Drive. Property Address: 801 West Civic Drive, Santa Ana, California 92701 (the "Project"). Premises: Suite No. 200 on the 2nd floor of the Building_(the "Premises"), Rentable Area of Premises: 19,321 rentable square feet. Landlord: CF Santana LLC, a Delaware limited liability company -("Landlord"). Tenant: The City of Santa Ana, a charter city and municipal corporation (`Tenanf"). Lease Documents & Dates: Office Lease dated_ _, 2017. Current Term: Five (5) years. Commencement Date: The Commencement Date is scheduled to occur on April 1, 2018. Expiration Date: March 31, 2023 (subject to adjustment of the Commencement Date occurs after April 1, 2018). Option Term(s)": Two (2) additional term(s) of five (5) years each at market rent. Base Rent: Initially $42,508.20 per month, subject to 3% annual increases (the "Base Rent'). Other Rent None Occupancy Costs: Tenant pays Tenants Percentage Share of: (a) increases in Operating Expenses and (b) increases in Property Taxes, in each case, over the Base Year amount. The current Base Year is 2018 and the estimated amount payable with respect to calendar year 2018 is currently $0.00 per month. Security Deposit: None Lease Guarantor(s): None As of the date hereof, the undersigned Tenant does hereby certify to Banc of California, National Association, with an address for notice purposes of 3 MacArthur Place, Santa Ana, CA 92707, Attn: Commercial Loan Service Center, and its transferees, successors and assigns (collectively, 'Bank"), as follows: 1. A true, complete and correct copy of the lease between Landlord and Tenant with respect to the Premises, together with any other amendment, supplement and/or agreement related thereto, is attached hereto as Exhibit A (collectively, the "Lease"). 2. All of the information set forth above is accurate and complete. The Lease is in full force and effect, and other than as attached on Exhibit A, has not been modified, changed, altered, assigned, supplemented or amended in any respect and constitutes the complete agreement between the parties as to the Premises. There are no other agreements or understandings, whether oral or written, between the parties with respect to the Premises. 3. As of the Delivery Date, Tenant will unconditionally accept, possess, and occupy the Premises. The Base Rent will be paid through the last day of the month beginning on the month of the Delivery Date, and all additional rent and other charges payable in connection with the Lease will be paid through the last day of the month beginning on the month of the Delivery Date. No advance rent or other payment has been made by Tenant in connection with the Lease. Tenant agrees that it shall not prepay any rents under the Lease more than one (1) month from the date when such rents are due. 4. All obligations, commitments, payments, repairs, build out allowances, inducements, other sums and conditions under the Lease to be performed to date by Landlord have been satisfied, free of defenses and set -offs including construction work on the Premises except as follows: Landlord has agreed to contribute up to $772,840.00 (the "Allowance Amount") with respect to the cost of constructing the initial tenant improvements in the Premises (which are being constructed by a contractor retained by Landlord). To the extent that, after completion of such initial tenant improvements, the entire Allowance Amount has not been used for the cost of designing and constructing such tenant improvements, Tenant may: (a) receive up to $193.210.00 from the unused Allowance Amount for the cost of furniture, fixtures and equipment to be installed in the Premises and (b) may receive up to $96,605,00 from the unused Allowance Amount for the cost of cabling installed in the Premises and/or for moving costs. There are no credits, reductions, defenses, free rent, rental concessions or abatements of rent against or with respect to the payment of the Monthly Rent, additional rent, security deposits or other charges payable under the terms of the Lease. 5. No event has occurred that does presently, or would with the passage of time or the giving of notice, or both, constitute a breach or default by Tenant, or to Tenant's knowledge, Landlord, under the Lease, give rise to a right of termination of the Lease by either party, or give rise to any claims, defenses, offsets or counterclaims against Landlord under the Lease. 6. Tenant has not assigned, transferred, mortgaged or hypothecated the Lease or any interest therein or subleased all or any portion of the Premises. 7. Tenant has no purchase options under the Lease or any first refusal rights with respect to the Project, Premises or any part thereof. 8. There are no actions, voluntary or involuntary, pending against Tenant under the bankruptcy laws of the United States or equivalent laws for debtor relief of any state thereof. 9. Tenant has no right to terminate the Lease except, (a) to the extent contained in the Lease, (b) in connection with a casualty or condemnation, and (c) to the extent otherwise permitted by applicablelaw. 10. Tenant is not aware of any existing, pending or threatened lawsuits affecting the Premises or the Lease, or between Tenant and Landlord. 11. Tenant has all applicable permits, licenses, certificates of occupancy and other documentation required by the applicable governmental authorities in order to operate its business in full accordance with the law. 12. Tenant is not aware of any unpaid or outstanding claims, bills or invoices for any labor performed upon or material furnished to either Tenant or the Premises for which any lien or encumbrance including, without limitation, materiaimen, suppliers and mechanic's liens, have been asserted or may be asserted against either Tenant or the Premises. 13. Tenant is not aware of any violation of any environmental law or regulation with respect to the Premises. Tenant acknowledges that Bank is relying upon the representations and above assurances made by Tenant herein in connection with Bank's agreement to provide financing to Landlord in connection with 2 the Property and/or approve the Lease, and Tenant agrees that Bank may so rely on such representations and assurances. IN WITNESS WHEREOF, the undersigned individual(s) hereby certify(ies) that he and/or she is/are duly authorized to sign, acknowledge and deliver this Tenant Estoppel Certificate on behalf of Tenant. DATED: TENANT _, 2018 The City of Santa Ana, a charter city and municipal corporat' n By:�/�i Name:_ Its: Raul Godinez II City Manager Maria D. Huizar Clerk of the Council 3 &nh _fur 1.0 h m i e Te Interim Executive Director Community Development Agency EXHIBIT A COPY OF LEASE AND AMENDMENTS [See Attached] A-2017.264 OFFICE LEASE THIS OFFICE LEASE ("Lease") is made and entered into by and between CP SANTANA, LLC a Delaware limited liability company ("Landlord") and the Tenant described in Rem I of the Basic Lease Provisions as of the Effective Date. BASIC LEASE PROVISIONS 1. Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation. 2. Description of Project; Building; Premises: 2.1 Project: As used herein, the "Project" means that certain commercial office building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any ether building improvements located on the parcel of real property on which the Building is located. 2.2 Building: As used herein, the "Building" means the commercial office building located at and commonly know) as 801 West Civic Drive, Santa Ana, California. 2.3 Rentable Area of Building: 124,166 rentable square feet("RSF") 2.4 Premises: A portion of the second (2"a) Boor of the Building known as Suite 200, as depicted on Exhibit "A" attached hereto. 2.5 Rentable Area of Premises: 19,321 RSF• 3. Term: 3.1 Target Dclivery Date: April I, 2018. 3.2 Commencement Date: The Delivery Date, 33 Initial Term: Approximately sixty (60) months, commencing on the Commencement Date and ending on the last day of the calendar month in which the date that is sixty (60) months after the Commencement Date occurs. 3.4 Options to extend the Term: Two (2) options to extend the Term for an Extension Term of sixty (60) months, in accordance with Section 3.2.2, below and Schedule "J-I"of Exhibit "J" attached hereto. 4. Base Rent: During the Initial Perm, Base Rent shall be payable at the following rates: Months Monthly Base Rental Rate Base Rent ($/RSP/mo) ($/mo) 1-12 $2.2000 •$42:506.20 13-24 $2.2660 $43,78139 25—.!16 $2.3340 $45,094.83 37-48 $241040 $46,447.67 49-60 $2.4761 $47,841.10 5. Additional Rent' 5.1 Temmt's Percentage Share: 15.561% 5.2 Base Year: 2018 6. Security Deposit: None 7. Permitted Use: General orrice use and other lawful incidental uses, consistent with a first class, high-rise commercial office project. 8. Parking Number: The whole number closest to the product or (a) the number of RSF contained in the Premises and (b) 0.004 (such that it is agreed that the Parking Number with respect to the Initial Premises is ei.,hty-two (R2))- 9. Brokers: Lee & Associates Realty Group Nchrport Beach, Inc., representing -[mart, and Jolles Lang LaSalle Brokerage, representing Landlord. 10. Address for Payments: All payments payable to Landlord under this Len:se shall be sent to the following address or to such other 001 If Civic• C'enhm pr—Cup nJ'Snnro: Inn Lear -i- II. Add rens for Notices: 1 I.1 To Tenant: 11.2 To Landlord: address as Landlord may designate, or by wire transfer. Irby elite l : Irby wire transfer; CP Santana LLC C/o Ocean West Management Services 33351 Collection Center Drive Chicago, 1L, 60693-0333 Ret'erence; City or Santa Ann/Suite 200 Pdor to the Commencement Date: City or S ants Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Att,: [[ ] Atter the Commencement Date: At the Premises: Attn: Deborah Sanchez CF Santana LLC C/o OW Management Services, Inc. 315 W. 9ih Street, Suite 808 Los Angeles, California 90015 Atli): Ted Bischak. Bank Name: Dank of America N. A. Batik Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Santana LLC Acct#; 4451112624 ABA#; 111000012 ReFcrence; City of Santa Ana/Suite 200 With a copv to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn: [f 1] With a copy to : City Attorney's Office— City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 With a copy to; Zuber Lawler & Del Duca LLP 777 South Figueroa, 37'x' Floor Los Angeles, CA 90017 Attn: David 13. Lambert, Esq. This Lease shall consist of the foregoing "Basic Lease Provisions", consisting of Items I through I1 above, the "Standard Lease Provisions", consisting of Articles l through 17 which lot low, and Dxhibits "A" through "M"", inclusive, all of which are incorporated herein by this reference. In the event of any conflict between any of the Bask Lease Provisions and any of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions, 801 O'Chle Cenlur Dr—CIO, ofSaam dna Lease STANDARD LEASE PROVISIONS ARTICLE I —DEFINITIONS 1.1 "Additional Tient" memos all amounts Other than Base Rent that are payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such. 1.2 "Affiliate" means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person. 1.3 "Alterations" means any alterations, additions, improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements, if any) or any other porion of the Building or Project. 1.4 "Approved Governmental Entities" means all of the State and County agencies listed in Exhibit "M" attached hereto, 1.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to Section 4.1.1 below. 1.6 "Building Systems" means the primary utility and mechanical systems, including, without limitation, the primary lilt safety, electrical, heating, ventilation and air conditioning (` IIVAC"), plumbing or sprinkler systems for the Building mrd/or the Project (and for the avoidance ordoubt, it is understood and agreed that the Building Systems do not; (I) include any portions of any such systems and equipment that are installed within or that exclusively serves any particular rentable space in the Building or Project (such as, without limitation, any extension or distribution of services or utilities from the Building Systems serving such space) or (b) any: (i) supplemental or specially electrical, mechanical, plumbing, heating, ventilation or air conditioning systems, fixtures or equipment; (if) supplemental or specialty fire, life, safety or security systems, fixture or equipment; (iii) any video, audio, communications or comptaer systems, fixtures or equipment (including cabling)). 1.7 "Casualty" is defined in Section 13,1,1. 1.8 "Casualty Damage" is defined in Section 13.1.1. 1.9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses, including, but not limited to, reasonable attorneys' fees and legal costs. 1.10 "Common Areas" means the lobby, plaza and sidewalk areas, accessways, Parking Facilities, and the area of individual floors in the Building devoted to conidors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar facilities for the benefit oPall tenants and invitees slid shall also mean those areas of tic Building devoted to mechanical and service rooms servicing the Building. I'll "Comparable Buildings" means comparable Class "A" office buildings in the Market at the time the Extension Term connuences. 1.12 "Control" or "Controlling" means possession ofthe direct or indirect power to direct or cause tine direction of the management and policies Ofa Person, or ownership of any sort, 1.13 "Damage Notice" is defined in Section 13.1.1. 1.14 "Default Rate" means an annual rate of interest equal to lesser of; (a) eighteen percent (18%) per annual or (b) the maximunh contract amount allowed by Law. 1.15 "Delivery Condition" means- (and tine Prcmises shall be in Delivery Condition) upon Substantial Completion of the Premises 1.16 "Delivery Date" means the date on which Landlord tenders to Talent delivery of possession of the Premises in the Delivery Condition; provided that if the date on which the Frenrises ru•e in Delivery Condition is delayed as result of any Tenant Delays, then Fur purposes of deteruning the Convuencemem Date, the Delivery Date shall be deemed to occur on the dale that the Premises would have been in Delivery Condition had such Tcnant Delays not occured, as reasonably determined by Landlord. below. 1.17 "Effective Date" means the elate upon which this Lease s executed by Landlord, is indicated bencnlh Landlord's signamre block 1.18 "Enctunbr:mees" means liens, claims, stop notices and violation notices. 1.19 "Environmental Laws' means and includes all now and hereafter existing statutes, laws, ordinances. codes, regulations, rules, rulings, orders, decrees, directives, policies and requit'emenls by ally federal, state or local governmental authority regulating, relating to, or imposing liability or standards of conduct concerning public health and safety orthc environment. 1.20 "Event of Defaili" is defined in Section 15.1 below. 1.21 "Executive Order 13224" means Excculive Order 13224 signed on September 24, 2001 End entitled "Blocking Property, and Prohibiting Transactions with PesOns 41'110 Cununit. Threaten to Commit, Or Suppo4 Terrorism", 1.22 "Expiration Date_ means, at any particular time, the date on which the Term is scheduled to expire. 801 W Mfo Cealer Ur- -I- 1.23 "11 older" means the holder of any Security Instrument. 1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau of any foreign government or subdivision thereof, (b) offices of any health care professionals or for the provision of any health care services, (c) any schools, (d) any retail or restaurant uses, (e) any residential use, (1) any comm rticatlons uses such as broadcasting radio and/or television stations, (g) "executive suite" type uses where office suites are maintained for individual rental, or (In) any occupancy density greater than the average occupancy density for office tenants ot•the Project. 1,25 The "FMRR" of the Premises for a particular Extension Tenn (as defined in Schedule "JI -l" ) or for a particular Leased First Right Space (as defined in Schedule "J.2") fn, the term of Tenant's lease thereof, shall be equal to the rent per square foot of Rentable Area that Landlord has agreed to accept, or If Landlord determines that there has not been a reasonable number of cui eat comparable transactions in the Pivject, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable Buildings have agreed to pay, in current anus -length, non -equity (i.e,, not being offered equity in the building), transactions for comparable space (in terms of condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement date within six (6) months before or after the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "J-2")), which rent per square foot shall take into account and make adjustment for the existence, timing and amount of any increases in rent following terra commencement in the comparison transactions, and shall at all times take into consideration and make adjustment for all other material differences in all terms, conditions or factors (applicable to the transaction in question hereunder or applicable to one or more of the comparison transactions used to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact on a "fair market rental" determination; provided, however, that: (a) the rent for all comparison transactions shall be adjusted to reflect payment of operating expenses and real estate taxes In the same manner as the same are payable hereunder (e.g., if this is a modified, full service gross lease, the rent for all comparison transactions shall, if applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of commencement of the transaction), (b) the presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (c) any rent abatement or other free rent of any type provided in comparison transactions for the period of tlne performance of any tenant improvement work (i.e., any "construction period") shall be disregarded, and (d) if any tenant improvements or allowance provided for in comparable transactions shall be taken into account, then the value of any existing improvements in the Premises (or the Leased First Right Space) shall also be accounted for in die calculation of the FMRR (provided that if in determining the FMRR for a subject transaction hereunder, it Is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sole option, elect all or any portion of the following: (i) to grant some or all of the Concessions to Tenant as free rent or as an improvement allowance, or (ii) to adjust the monthly f lstallments of the Base Rent payable for the Extension Tenn or with respect to the Leased First Right Space, as the case may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of such Concessions, amortized on a straight line basis over the Extension Term or the term of Tenant's lease of the Leased First Right Space, as applicable in which case the Concessions so anrntized shall not be provided to Tenant), 1,26 "Force Mnjeure Events" means events described in Section 17.5 below. 1.27 "handle", "handled", or ""snaffling" means, with respect to Hazardous Materials, any Installation, handling, generation, storage, treatment, use, disposal, discharge, release, mnnufact re, refinement, presence, migration, emission, abatement, removal, transportation, or any tuber activity of any type in connection with o• involving such }(azadous Materials. 1.28 "hazardous Materials" means: (a) any material or substance: (t) that is defined or that becomes defined as a "hazardous substance", "hazardous waste," "infectious waste," "chemical mixture at- substance," or `air pollutant" under Environmental Laws; (ii) that contains petroleum, erude oil o ally fraction thereof; (iii) that contains polychloinated biphenyls (P(2B's); (iv) that constitutes asbestos or asbestos -containing material; (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitible or corrosive characteristics, us all such terms are used in Iheirbroadcst sense. 1.29 "bloldover Rental bate" means an amount equal to one hunched fifty percent (15001a) of the greater of: (a) Landlord's then published asking rental rate or (b) the Base Rent and Additional Rent payable by Tenant to Landlord during the last mouth of the Term of this Lease, 1.30 `Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions, 1.31 `Initial Term" means the period (which shall commence on the Commencement Date) that is described in Item 3.3 of the Basic Lease Provisions; provided that if the Commencement Date shall occur on a day other than due fust flay of tiny calendar month, for purposes of calculating the dale on which the Initial 'Perm is scheduled to expire (i.e., the Expiration Date for the Initial Tenn) and the timing orni scheduled increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the first day orthe calendar mouth following the Commencement Date. 1.32 'Institutional Owner Practices" menns the pmdices of the majority of the institutional owners of institutional grade first-class office projects in Orange County. California. 1.33 "Interest Rate" means an annual rate ariaterest equal to (lie Reference Rote plus two percent (2%.), 1.34 'landlord Default" is defined in Section 16.1 below, 1.35 "Landlord Parties" means, collectively, Landlord, Ocean Nest Capital Purloers, 1_1-C, Fortress Investment Group, LLC, and the Property Manoger, and each of their Affiliates and all of their respective partner. member, officers, managers. directors, trustees, employees, retirees, beneficiaries, couu-,returs- (including internal investment contractors), agents. advisors, mortgagees and ground lessors, agents, successors and assigns. AOl 16 CArjc Ceroer Or—Ci6r n/Smrtn, Irur Lensa -2- 1.36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Manager, and each of their respective agents, beneficiaries, partners, employees, and any Holder (defined below) pf any Security Instrument (defined below) designated by Landlord as additional insureds. 1,37 "Landlord's Lease Undertakings" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is or ore to be provided or performed by Landlord. 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having Jurisdiction (including, without limitation, any certificate of occupancy). 1.39 "Lease Documents" means this Lease together with all exhibits, riders or addenda attached hereto, and all amendments thereto. 1.40 °Lensehold Improvements" means all leasehold improvements existing in lite Premises as of the Effective Date, the Tenant Improvements, and any additional Alterations. 1.41 "Market" meats [lie Santa Ana Civic Centersubmarket. 1.42 "Money Laundering Act" means the International Money Laundering Abatement and Financial Anti -Terrorism Act of 2001 or the regulations or orders promulgated thereunder, as the same may be amended from time to time. 1.43 "Notified Party'" means each Holder of which Tenant has received notice, 1.44 "OFAC" means the Office of Foreign Asset Control of the Department of the Treasury, 1.45 "Original Tenant" means the Person identified as the "Tenant" in Item I of the Basic Lease Information. 1.46 "Parking Facilities" means the Project's parking facilities fi'om time to time serving the Building. 1.47 "Parking Fees" is defined in Section 4.3 below. 1.48 "Parking Passes" means, collectively, Unreserved Parking Passes and Reserved parking Passes. 1.49 "Permitted Alterations" means only usual and customary maintenance and repairs of Leasehold Improvements if and to the extent that such maintenance and repairs; (a) are of a type slid extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (b) are in compliance with the Rules and Regulations, and (c) will not affect the Building's structure, the provision of services to other Project tenants, or any Building Systems. 1.50 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment nest association or any otter entity. 1.51 ."Premises" means [lie Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the agreement of Landlord and Tenant. 1.52 °'Premises Restoration" means the Restoration of the Premises and file portions of the Common Areas that are required for access to the Premises. 1.53 "Property Manager" means OW Management Services, Inc., or any other Person retained by Landlord to manage and operate the Building on a day to day basis. 1.54 "Proposed Transfer Space' means, with respect to any proposed Transfer, the portion orthe Premises subject to Stich proposed Transfer. 155 "Reference Rule" means the "prime rate" or "reference rate" announced tiom time to time by Rank ofAmmica, N.T. & S.A. for such reasonable conhparable national banking institution as is selected by Landlord in the event Bank or Anherica, N: r. & S.A. ceases to publish a prime rale car reference rate). 1.56 "Rent" is defined in Section 4.4.1 below. 1.57 "Rent Delinquency" means slid shall occur upon any I'nilure of Landlord to receive any payment of Rent on or before the date that is five (5) clays al'l'er the date such payment of Rent is due. 1.58 "Reserved Parking Passes" means parking privileges to lie used for parking on a tir:st come first served basis in "reserved poking meas" in the Parking Facilities, as designated by Landlord, or lit Lha election of Landlord, in reserved parking spaces located in the Parking Facilites. 1.59 "Restoration" is defined in Section 1.3.1.1. 1.60 "Review Expenses" means all review and processing tees; and costs, as vvell as any reasonable professiunul, attorneys', accountants', engineers- or other consultants' lees- incurred by Landlord relating to any request by Tenant full Landlord's consent, including, but not limited to, any request for consent to It proposed 3"nastier. 801 If'C'irie Cewer Dr—Q0, n(S'ramt,I na Lease -3- 1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated herein and made a part beeol) and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereniter be adopted and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness ofthe Premises and/or the Project. 1.62 "Security Deposit" nneans a cash security deposit in the amount specified in Item 6 of the Basic Lease Provisions. 1.63 "Security Instruments', means, collectively: (a) all present and future ground leases and master losses of all or any part of the Project, Building or Premises; (b) present and fhture mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises; (c) all post and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, master ]casts, mortgages and deeds of trust, which now or hereafter constitute a lien upon or affect the Project, Building or Promises. 1.64 'Substantial Completion" (and `Substantially Complete") is defined in the Work Letter. 1.65 "Taking" is defined in Section 13.2. 1.66 "Taking Date" is defined in Section 13.2. 1.67 "Target Delivery Date" means the date specified in Item 3.1 of the Basic Lease Provisions. L68 "Tenant" means the Original Tenant, and any person or entity to whom or to which till of Original Tenant's (or any other Tenant's) interest in this Leese is assigned (or otherwise transferred) in accordance with the provisions of Article I I of this Lease. 1.69 '"renant Delays" is defined in the Work Letter. 1.70 "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or installed in the Premises pursuant to the Work Letter (if any). 1.71 "Ceram Parties" means collectively, Tenant, its subtenants, assignees or other Transferees, and their respective contractors, clients, officers, directors, employees, agents, and invitees (each of which shall be a "Tenant Party"). 1,72 "Tenant's Hazardous Materials" means any Hazardous Materials that become present in, Oil, under or about the Project as a result of any act or omission of Tenant or any other Tenant Party, 1.73 "Tenant's Personal Property" means all of Tenant's (and the other Tenant Parties') office furniture, business and personal trade Fixtures, machinery and equipment, furniture and furniture systems, movable partitions, telecommunications equipment, data cabling mid other items of personal property. 1.74 "'Perm" means and shall refer to the Initial Term as it may be extended pursuant to Schedule "J-I"of Exhibit "J", attached hereto and/or pursuant to the written agreement of Landlord and Tenant. 1.75 "Transfer" means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the Lease, (c) any other agreement or arrangement: (i) that permits a third party (other than Tenant's employees and occasional guests) to occupy or use any portion of the Premises or (ii) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to 'T'enant's interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, or hypothecation of a Controlling interest in'I'enant. L76 "Transfer Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes rhe applicable Proposed Transfer Space; (c) includes current financial statements of the proposed Transferee certified by an officer, partner or owner thereof; (d) describes tine nature of such Transfeec's business and proposed use of the Proposed Transfer Space; (c) the proposed effective date of the proposed Transfer; and (f) all ofthe principal terms ofthe proposed Transfer. 1.77 "Transfer Profits" means, with respect to ally particular month and any particular Transfer, an amtnnrt equal to: (a) all rent, addidminl rent or other consideration payable by or on behalf of such Transferee during or with respect to such month in connection with the Transfer minus (b) the sum ol`. (i) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 43 of this Lease during or with respect to the sante month and (ii) all out of pocket costs reasonably incurred by Tenant in connection with such Transfer (such as brokerage commissions and/or improvement allowances), amortized on a straight line basis over the term of such Transfer. 1.78 "Transferee" means any Person to whom a Transfer is made. 1.79 "Unreserved Parking Passes" means parking privileges to be used for parking on a first come first served basis in the areas of the Parking Facilities designated by Landlord therefor. 1.80 `-Work Letter- means [Ile Tenant We[ kLetter(Irally) attached hereto ns Exhibit "C". Tel in initial capitals that are not deflnu<I in Article I shall have the meanings given to them elsewhere in this Lease. ARTICLE 2 -LEASE. OF PREAI ISF,S• C'OMAJ ON AREAS' VA RKING• SIGNS 2.1 Lcase Of Ilremises; Access; Quiet Enioyment. 801 11101c Center Dr -Cin, rfS'0111r1.4trn Leave -4- 2.1.1 Landlord hereby losses the Promises to Teti out, and Tenant hereby leases the Premises from Landlord, upon all of the terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of the Premises, the Building or the Prgject with respect to the suitability or fitness of any of the same for the conduct of Temrnt's Permitted Use, its business or for any other purpose. Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Building and/or the Prgject during the Term of this Lease. Acceptance offlossession of the Premises by Tenant shall be conclusive evidence as against Tenant that the Premises are then in tenantable and good condition. 2.1.2 Landlord and Tenant hereby agree that the number of RSP (also referred to as the "Rentable Area") contained: (a) within the Building is as set forth in item 2.5 of the Basic Lease Provisions and (b) within the Premises is as set forth in haul 2.5 of the Basic Lease Provisions. 2.1.3 Subject to Landlord's access control programs and the Rules and Regulations. Tenant and its employees and invitees shall be entitled to access the Premises seven (7) days per week, twenty -Pour (24) hours per day. 2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant performs all of Its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease from and against all Persons holding on interest in the Project from and through Landlord, 2.2 No Relocation of Premises; Right offirst Offer. 2.2.1 No Relocation, Landlord shall have no right to relocate any portion of the Premises located on the second (2"d) floor of the Building. Any relocation rights with respect to any portions of the Premises located on any other floor of the Building will be specifically negotiated in connection with Tenant's lease of any such space. 2.2.2 fright of first Offer. Tenant shall have a one-time Right of First Offer (defined below) with respect to the First Right Space (defined below) subject to and in accordance with the terms and conditions of Schedule ` I-2" of Exhibit "7", attached hcretn. 2.3 Common Arcas: Parking. 2.3.1 Common Arras. In connection with its lease of the Premises, Tenant shall have the non-exclusive right to use the Common Areas together with other Persons, The Common Areas shall be subject to the exclusive management and control of Landlord, and Tenont shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall have the right from time to time to designate, relocate and limit the use of particular areas or portions of the Common Areas, Landlord shall also have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual of ony rights in any Person. 2.3,2 Rentaland Use of Parking Posses V �ndt()r Parking, (a) Commencing on the Commencement Data and continuing through the Term, Tenant shall rent from Landlord and Landlord shall provide a number of Unreserved Parking Passes equal to the Parking Number specified in Item 8 of the Basic Lease Provisions, Perking Pees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 43.1 below (which shall be subject to abatement in accordance with Section 4.3 .2 below), The Parking Passes are with respect to, subject to the provisions of this Lease, use of the Parking Facilities. The Parking Passes provided to 'tenant pursuant to this Section 23.2 are provided to Tonsil[ solely for use by officers, directors, and employees of Tenant, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type of transferee without Landlord's prim• approval. (b) The specific locations within the Parking Facilities in which Ane Unreserved Parking Passes may housed shall be specified by and may, from time to time, be relocated by Landlord in its sole discretion. In addition, it is expressly understood and agreed that Landlord shall have the right to implement, administer and enforce a parking ninnagement program, with respect to the Parking Facilities generally, with respect to use of one or more types or Parking Passes in particulor, and/or with respect to the use of the Parking Passes rented by one or more specific tenant or tenants (including Tenant), with parking management plan may include, without limitation, any or more of the following measure or features; oversell of parking Passes; expansion of the Parking Facilities to include additional parking lots or structures within a reasonable distance From the Building; reservation of specific portions of the Parking Facilities for parldng by one or in ore speer Fic Bit kli ng tenants (including Tenant) and/or for ore ar nxire Building tenants' business visitors; implo iontatioa of valet or assisted parking pro grans or measlines ; creatl on and allocation of tandem paldng spaces to specific Bu ltd lag tenants; designation of vlsi Lor parking rites: and allocation of vat Idation privilcgcs to one or more Building tenants. It is specifically understood and agreed (hal if l undlord implements one or mare such measures or femmes that sot (i) generally applicable to the farting Facilities, the costs incurred to implement, administer and enforce such measures shall be included in Operating Costs m (ii) that are specific to Tenant, the costs incurred to Implement, administer and enforce such measures shall be reimbursed by Tenant. (c) Visitor Parking. (I) Tenant's business visitors may part: in the Parking P'neflltics, or in the applicable portions thereof desigunted by Landlord, on a first come, first served basis, upon payment of the prevailing fee I'ur parking charged to visitors to the Project. renant shall have the right to purchase fium Landlord, at Landlord's then prevailing rate, Prmject Parking Validations (delined below), to be used only by TenanPs Business Customers (defined below) tar parking in the Parking Facilities without charge. "Project Parldng Validations" means validation. in such Form as Landlord, in its sole but good faith discretion. shall offer from time to time. permitting persons using such valkdations to park in the Parking Facilities for specified poriuds of time without chage (i,c., a 30 -minute validation could penult parking without charge in the Parking Facilities I'or it period up to 30 minutes). "Tenant's Business Customers' means Persons that visit the Premises tin the specific propose of conduoting business al Aac Preollses (cud '1101 the avoidance ofdoulhL shall not include any employees of'fenanl or any ol'ils'fransferees who have offices (on an exclusive or shared basis) at the Premises). 3111 FVCfiic Cenlim Dr—Qr ofSonm Ana Lease -5- (t i) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of twenty (20) and the number of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product of sixty (60) and the number of days in such calendar month (during the '['arm), in each case to be used only by Tenant's Business Customers for parking in the Parking Facilities without charge; provided that Landlord shall have the right to reasonably adjust the number of Short Term Project Parking Validations and Lon Term Project Parking Validations so provided by Landlord (based on actual usage) effective as ofexpiralion of the third (3`d) Full calendar month of the Initial Term, and thereafter, upon expiration of each subsequent three (3) calendar month period; provided further that: (x) Landlord shall not, at any time during the 'Perm. be required under this Section 212(060 to provide a number of Projeat Parking Validations in any calendar month in excess of a number equal to the product of eighty (80) and the number of days In such calendar month (during the Tenn) mid (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that ore not used during such calendar month shall, at the election of Landlord, either: (I) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2fe1(ii) for subsequent calendar months, No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(H) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park In the Parking Facilities for up to thirty (30) minutes without charge. "Long Terra ]'reject Parleing Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to three (3) hours without charge. 2.4 Sims. 2.4,1 Except to the extent expressly provided in this Section 2.4, Tenant shall not: (a) place m• Install (a' allow or permit to be placed or installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type on the roof, exterior areas or Common Areas of the Building or the Project or in any area of the Building, Premises or Reject which is visible from the exterior of the Building or outside of the Remises or (b) place or install (or allow or pernift to be placed or installed by any Tenant Party) in or about any portion of the Remises any window covering (even if behind Building standard window coverings) or any other material visible from outside of the Premises or firom the exterior of the Building, Tenant shall not. without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of the Building and/or the Project, in Tenant's advertising or in any other publicity. 2.4.2 Subject to compliance with applicable Laws and such Building signage criteria as Landlord shall apply from time to time, and subject to receipt of Landlord's prior written consent: (a) in the case where Tenant occupies an entire floor in the Building, Tenant may place in any portion of such floor which is not visible from the exterior of the Building such identification signage as Tenant shall desire and (b) in the case where Tenant occupies less then an entire floor in the Building, Tenant may require Landlord to install, at Lundlord's sole cost and expense, In such portion of the multi -tenant corridor on such four as is called for by Landlord's signage program (as the same may exist front, Litre to time) identification signage of the type prescribed by Landlord's signage program identifying Tenant; of Landlord shall provide customary signage in the Building directory (if any) In the ground floor lobby of the Building (Landlord shall bear the initial cost of such directory signage and the cost of updated any such directory signage no more than one in Sty month); mid (d)'renant may place in any portion of the inside of the Premises not visible Brom the exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage described in this Section 2.4.2 (other titan the directorysignage described in clause (c) above) shall be heated as Tenant's personal property underthe previsions of section 10.5 with respect to Tenant's obligation at the expiation orcm•ly termination of this Lease. 2.4.3 Eyebrow Sian, hl connection with Tenant's lease of the Remises, subject to all of the terns and conditions of Exhibit "K, attached hereto, during the Tern, Tenant shall have die right to install and display at the Project the Eyebrow Sign (defined in Exhibit "If', attached hereto) in the location described in Exhibit ' K", attached hereto. ARTICLE 3— DELIVERY; COMMENCEN)ENT• TERN; SURRENDER; 4107 DING OVFR 3.1 Delivery. Landlord shall endeavor to tender to Tenant delivery of possession of the Premises in the Delivery Condition prior to the Target Delivery Date; provided, [lint if the Delivery Date does not occur on or before the Target Delivery Date, this Lease shall not be void ur voidable, [he Term of this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom; provided further that Landlord shall use conunerdelly reasonable eflurts to tender to Tenant delivery of possession of the Prenilses in the Delivery Condition as soon as reasonably possibly alter the Target Delivery Date. 3,2 Com nrencement: Term. 3.2.1 The Ternr shall continence on the Commencement Date as defined in Item 3.2 of the Basic Lease Provisions, and shall continue through the period specified in flora 3.3 of the Basic Lease Provisions unless terminated Burlier in accordance with the provisions hereof or extended pursuant to die written agreement of Landlord and 'Tenant or es provident in Section 3.2.2 below, provided, however, that if the Conuuenconent Date shall occur on a day other than the first day orany calendar mouth, for purposes ormsGulming the Expiration Data and the timing of all scheduled increases to Base Rent during tine Initial 'rural (but nut firmly other• pmpnse), the Commencement Date shall be deemed to be the first day ofthe calendar month fullowhng the Commencement Due, At any time during the Leasc Term, Landlord nn y deliver to Tenant a nuticc in the I'urm as set in Exhibit" 13" Stnched hereto, which Tenant shall execute and return to Landlord within five (5) business [lays of receipt thereof. 3.2.2 Extension O [ton. Tenant shall have two (2) options to extend the Term, each for an Extension Ternr (dc(ined below) ol'sisty (60) months (five (5) years) subject to and in acandnnce with the teinns and conditions of Schedule '?-I"of Exhibit "J", attached hereto. 3.3 Surrender: Iloldiae Over. 3.3.1 hxcepl as provided in this section 3.3 and in Section 7.3 below, upon oxpiralion or earlier termination of this Lease. 'reuuut shall vacate and surrender [he Premises to Landlord in [he smile condition as when received at the inception or this Lease and as theroofter 50111'Chle Cenwi-Or- Cill'vfSnnrrAnn Leave 41- improved by Tenant, subject to ordinary wear and tear. For the avoidance ofdoubt, it is understood and agreed that, prior to the date upon which the Premises is surrenderedby Tenant under this Section 3.3.1 Tenant shall be required to remove tram the Premises all of the Tenant's Personal Property and all Leasehold Improvements designated for removal by Lnndlon•d in accordance with Section 10.5 below (and all damage caused by such removal repaired). 3.3.2 Tr Temmt fails to remove any of the Tenant's Personal Property from the Premises (or any portion thereof) prior to the expiration at any earlier termination of the Tenn (with respect to applicable portion of the Premises), and such failure continues for five (5) days following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the same, in which case: (a) Landlord shall have the right, at Tenant's expense, to remove the same from the same from the Premises (and to repair any damage caused by such removal) and (b) to thereafter: (i) store the same at Tenant's expense, (ii) oplimpriote the same for itself, and/or (iii) sell or otherwise dispose of the snore in its sole discretion, with no liability to Tenant, fit which case, Tenant shall reimburse Landlord for all casts incurred by Landlord in connection with any such removal, repairs, storage and/or disposal, plus a ten percent (10%) administration fee thereon, upon demand. In addition, IfTenunl fails to remove from the Premises (or any portion thereof') all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below and/or to repair all damage caused by its removal orally such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior to the expiration or any earlier termination of the Term (with respect to applicable portion of the Premises), Landlord shall have the right to remove the sante from the Premises (or the applicable portion thereof) and/or to repair such damage at Tenant's expense, in which case, Tenant shnll reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (10%) administration fee thereon, upon demand. This Section 3.3.2 shall survive the expiration or any earlier termination of the Term of this Lease. 3.3.3 If Tenant rails to surrender the Premises (or any portion thereof) in accordance with this Lease (including, without limitation, Section 33.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the Term, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to die Holdover Rental Rate. The monthly Base Rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, for lost profits and other consequential damages, attorneys' fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant's failure to surrender the Premises in accordance with the provisions of this Lease on the expiration or earlier termination of this Lease, ARTICLE 4—RENT AND OTHER CHARGES 4.1 Base Rent. Tenant agrees to pay during the Initial Term of this Lease as Base Rent for the Premises, the sums site\" for the periods shown in Item 4 of the Basic Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable in equal consecutive monthly installments, in advance, commencing on the Co rniencement Date and continuing on the tenth (10) day of each calendar month thereafter; provided that the first full monthly installment of Base Rent, described in Item 4 of the Basic Lease Provisions, shall be.payable upon Tenants execution of this Lease. Landlord will coopeate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACI -1 Payments. 4.2 Tenant's Percenla ie Share, Subject to the provisions of this Lease and in accordance with Exhibit "E" attached hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "E"1 Tenant shall also pay: (o) Tenant's Percentage Share (defined in Exhibit "E") of Excess Operating Expenses (defined in Exhibit "E' and (b) Tenant's Percentage Share of Excess Property Taxes (defined in Exhibit "E"), 4.3 Parking Rees. 4,3.1 Subject to Section 4,3,2 below, on the first day of each calendar month during the Term, Tenant shall pay to Landlord (or at the request of Landlord, to Landlord's designated parking operator) Landlord's theft prevailing charge (the Parking Fees") for all Paddlig Passes rented by ]'client For such calends nnonth. Such Parking Fees shall be in addition to all taxes, assessments o• other impositions imposed by any governmental entity in cenneclion with Tenant's use or such Parking Passes, which taxes, assessments or other impositions shall be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated policing operator) by fenant concurrently with the payment of the Parking Fees described above. 4.3 .2 -file Parking Fees payable with respect to the first eighty-four (84) Parking Passes rented by Tenant during this Initial Term (and the charges ter all Short'I`erm Project Parking Validations and Long Term Project Parking Validations provided by Landlord to 'Tenant (pmsuaul to Section 2 3(c)(ii) above) during 111c Initial 'Perm) are included in the Base Rent payable by Tenani with respect to the Premises during the Initial Term. 4.3.3 `file Parking Fees payable with respect to all Parking Passes rented by Tenant during an Extension `Perm (and the charges Ibr Lill Short Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to Section 2.3(c) o above) during an Extension Term) shall be determined in connection with the FMRR (and Extension Term Base Rent) for the Premises for such Extension Tern. and shall be added to (,,aid included in) the Extension Term Base Rent. 4.4 Payment ol'Rent. 4A. 1 Generally, Base Rent, all ferns of Additional Rent paynble hereunclor by Tenant oriel all ndle' auounts, lees, paynnews or charges peyable hilolunder by Tenant shall cock; (a) constitute runt payable hereunder (sumelintes collectively be rckrred to herein as "Ren C'), (b) be payable Lo Intidlurd wh(lu due without oil -v prior notice at, demand therefor in lawful money orthe United States and, except as may be expressly provided to the contrary in this Lease, without tiny abntcmcnt, offset or deduction whesoevcr_ and (c) be payable to I -1 ndlod at the address of l,andlurd described in hen) 10 of the Basic Lease Provisions or to such other Person or place as Landlord only from time to time designate U)I if"OIc Center Dr— Cila• olSallUs Ann Lear -7- in writing to Tenant. Any amount of Rent that is payable on a monthly basis and that is payable respect to a partial month, shall be prorated based on the number of days in such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the collect Rent due hereunder shall be deenhed to be outer than a payment on account of the earliest installment of Rent then due; nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be cleared to effect or evidence an accord and satisfaction; and Landlod may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law or in equity provided. 4.4.2 LATE PAYMENTS. TENANT ACKNOWLEDGES THAT THE LATE PAYMENT OF RENT WILL CAUSE LANDLORD TO INCUR ADMINISTRATIVE COSTS AND OTHER DAMAGES, THE EXACT AMOUNT OF WHICH WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN. LANDLORD AND TENANT AGREE THAT IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENT: (A) A LATE CHARGE EQUAL TO FIVE PERCENT (5°/a) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID. ART CLE 5—TENANT'S TAXES Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or imposed or assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located in or about the Premises; (b) any Leasehold Improvements made in or to the Premises by or for Tenant (without regard to ownership of such improvements) if and to the extent the original cost, replacement cost or value thereof exceeds the cost of Landlord's [hen effective `Building Standard" tenant improvements, as determined in good faith by Landlord; (c) the Rent payable hereunder, including, without ]!inflation, any gross receipts tax, license fee or excise tax levied by any governmental authority; (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy orally portion of the Premises; or (e) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. ARTICLE 6—1INTENTIONALLY OM ITTEBI ARTICLE 7- USE OF PREMISES 7.1 Tenant's Permitted Use, Tenant shall use the Premises only for Tenant's Permitted Use set froth in UMIJ of the Basic lease ]'revisions and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense, obtain and maintain in full force and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use. In no case shall Tenant use or suffer or permit the use orally portion of the Premises fur any Expressly Restricted Use. 7.2 Compliance With Laws and Other Requirements. 7.2.1 Sub,jeet to Section 7.2.2 below, Landlord shall cause Elie Common Areasand. the .Base Building to comply with all Laws, if and when any such action is required by any governmental authority trod/or if And to the extent dial, any failure of any portion of the Common Areas or the Base Building to comply with any applicable Laws would; (a) prohibit Teuaut from entering into a sublease to any Approved County Entity of Approved State Entity (as such terms are delined below) in accordance with Section 11.1.2 below; (b) unreasonably and materially wl'Fect the safety of Tenmit's employees or the operation of Tenant's business; or (e) would create a material and significant health bazard for occupants oftlhe Premises. 7.2.2 Tenant shall timely take all actions required comply in all respects with (and shall cause each of its employees and occupants to take all actions required comply in all respects with) and cause the Premises to comply with: (a) all Lays, now or in the future applicable to the Premises and Tenant's use thereof (including, without limitation, any Lav requiring any from or improvement or alteration to the Building), (b) the Rules and Regulations, and (c) all covenants, conditions and restrictions applicable to the Project. In addition, if any modifications m alterations to any portion of the Common Areas or time Base Building (defined below) fire required under any applicable Laws as a result of 'tenant"s use of the Premises or any of 'tenant's Leasehold Improvements, then at the election of Landlord: (i) Tenant shall be responsible for pertorhning such modifications or alterations, at its expense or (ii) Tenant shall, within ten (10) days following Landlord's demand therefor together with reasontlble supporting documentation, reimburse Landlord for all of its costs and expenses Incurred in connection with Landlord's performance ofsuch modifications or alterations. 7.2.3 Tennnt shall not use the Premises, or permit the Premises to be used, in any manner, or do or suffer any net in or about the Premises which: (A) violates or conflicts with any applicable Law, any of the Rules and Regulations or any covenants, conditions slid restrictions applicable to. the Project; (B) causes or is reasonably likely to cause damage to the Project, the Premises or the Building Systems; (C) viohnes a requirement or condition of any policy of insurance covering the Project and/or the Promises, or increases the cost of such policy; (D) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Prgject or its equipment, Facilities or systems or (Is) interferes with, or is rcasanably likely to interfere with, the transmission or reception ormicruwave, television, radio, telephone, or other communication signals by antennae or other facilities located in the Pro,icm Without limiting the generality of the foregoing, should any federal, state or local governmental agency having ,jurisdidion with respect to the cstablishnhent, regulation or enforecmenl of Occupational, health msafety standards 1'01. employers, employees or tenants impose on Landlon! or oil 'I'enon at any time now or in the Future tiny requirement or Law relating in any manner to the Premises or occupancy thereon 'reliant shall, at its sole cost slid expense, comply promptly (lir tit Landlord's election: bear the cost of such compliance as ellected by Landlord) with such requirement or Lav, Tennnt shall indemnify, defend slid hold harmless Landlord from and against any and all Claims arising out Of Or relating to any failure Of Tenant to perform any oris obligations under this Section 7.2. Landlord shall not enforce the Rules and Regulations in a discriminatory manner, provided that Landlord shall not be liable to 80111 Chile Ccafar Dr— Oly of'S'aparAnn Cense -8 Tenant for any violation of any of the Rules and Regulations (or any applicable Laws or covenants, conditions and restrictions applicable to the Project) by any other tenant or occupant of the Project. 7.3 Hazardous Materials. No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion of the Project by or on behalrofTenanl or any other Tenant Parties. Notwithstanding the foregoing, normal quantities orthose Hazardous Materials customarily used in the conduct of general administrative and executive office activities (e.g,, copier fluids and cleaning supplies) may be used and stored at the Premises In compliance with all Laws and the highest prevailing industry standards. Tenant shall: (a) take all actions (or at Landlord's election, reimburse Landlord for taking all actions) necessary to restore the Premises or any portion of the Project to the condition existing prior to the introduction of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws and (b) shall indemnify, defend and hold harmless Landlord Bout and against any and all Claims arising out of or relating to any Handling by or on behalf of Tenant or any Tenant Party of any Hazardous Materials upon, about, it, above or beneath the Premises or any portion of the Project and/or the presence of any TenanCs Hazardous Materials in, on, under or about Clio Project ARTICLE 8 - UTILITIES AND SERVICES 8.1 Building Services. Provided that no Event of Default exists, subject to the terms, conditions and standards set forth in this Lease, Landlord shall furnish or cause to be furnished, as pail of Operating Expenses to the Premises, the utilities and services described in Exhibi 'T" attached hereto. 8,2 Interruption of Services. Landlord shall not be liable for any failure to famish, stoppage of, or interruption in furnishing any of the services or utilities described in Exhibit °F" when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulatlon, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond Landlord's reasonable control, and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend Tenant's obligation to pay Rent under Ibis Lease or constitute or be construed as a constructive or other eviction ofTenanl. ARTICLE 9 - MAINTENANCE AND REPAIRS 9.1 Landlord's Obligations. Landlord shall endeavor to keep the Common Areas of the Building and the Project in a clean and neat condition. Subject to Section 9.2 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas of t'he Project not constituting a portion of any tenants' premises and (b) shall use commercially reasonable efforts to keep all Building Systems used by Tenant in common with other tenants in reasonable condition and repair, reasonable wear and tear excepted. Except as provided in Section 13.1 there shall he no abatement of Rent, nor shall there be any liability of Landlord arising Rom the making of, or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives the right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar haws, statutes or ordinances now or hereafter in effect, and waives and releases the right to terminate this Lease under Section 1932(1) of the Cithfomin Civil Code and tinder all other similar laws, statutes or ordinances now or hereafter in effect. 9.2 'tenant's Obligations. During the Term of this Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair and in a safe, clean and neat condition, Tenant shall make all repairs to the Premises not required to be made by Landlord corder Section 9.1 above (including, without limitation, repair or replacement, as applicable, of all damaged and broken fixtures and appurtenances) with replacements of any materials to be made by use of materials of equal or better quality. Further} Tenant shall be responsible far, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Project or the Premises caused by: (a) activities ol'Tenant or any Tenant Part' in or at (lie Premises or any other portion orthe Project; (b) the performance or existence orally Alterations made by or for Tenant or any Tenant Party in or to the Premises; (c) the Installation, use, operation or movement of Tenant's Personal Property in or about the Building or the Premises; (d) the design, installation or operation of any Alterations that are not consistent with Building Standards (as defined in the Work Letter); or (e) ally act or omission by Tenant or any Tenant Party or any other person permitted in m invited to the Promises or the Project by Tenant or any Tenant Party, ARTICLE 10 - ALTERATIONS 1011 Landlord's Work. Landlord's sole construction obligation under this Lease is set forth In the Work Letter. Except as expressly provided in the Work Letter. Landlord has made no representation or warranty to Tenant and has no obligation to alter, remodel, improve, renovate, repair or decorate the Prcmises, the Building, or the Pt'oject or nay portion thereof. "Tenant further acknowledges and agrees that no representations respecting the condition of the Premises, the Building or the Project have been male by Landlord to Tenant except as specifically set forth in this Lease. 10.2 Landlord's Consent: Conditions. Except fin, Permitted Alterations, Tenant shall not make any Alterations (or allow or permit may Alterations to be made) without fust obtaining the prior written consent of Landlord, which consent shall be requested in writing out less than fifleen (IS) business days prior to the scheduled and actual commencement of any vcok therein. All such Alterations: (a) shall comply with all applicable Laws, (b) shall be compatible (as determined in good faith by Landlorel) lvith (lie Building and all Building Systems; (c) shall not interfere with the use and Occupancy of any Other portion orthe Building or the Project by any other tenants or their invitees; (d) shall not be visible from the exterior of the Building or 11-0111 any Common Areas: and (c) shall not affect the integrity of the structural perilous of the Building. In addition, Landlord may impose as a condition to Its consent to any, Alterations, such additional requirements as Landlord in its sole discretion deems necessary no desirable (including, without limitation, a requirement for Tenant to obtain (or require its contractor to obtain) it completion and lien it lemnity bond prior to commencement of any Alterations). Within ten (10) days of hwltton donnand therefor, Tenant shall: (I) reimburse all costs and expenses incurred by L.audlard because of Tenant's Alterations and (ii) shall pay Landlord's supervision lee in an amount egmul to tell percent (10%) of the cost of the Alterations in question (provided Ihnl no supervision fee shall be payable with respect to Permitted Alterations). Tenant and TaounPs contmemrs shall comply with such construction irdes and regufntinns and building snmdat'ds its Landlord may promulgate front lime to 801 If'ChIc Cenler Dr—Qv nfSrnuu An. Loan, -9- time. All direct and indirect casts relating to any modifications, alterations or improvements of the Project or the Building, whether outside or inside of the Premises, required by any governmental agency or by Lew as a condition or as the result of any A]toter ion requested or effected by Tenant shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements lot Tenant's sole cost and expense) or require such performance directly by Tenant. 10.3 Performance of Alterations Wok, All work relating to all Alterations (other than the initial Tenant Improvements, which will be perlbri red by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sale cost and expense and shall be prosecuted to completion in a diligent, first class manner (and so as not to interfere with any other tenants or occupants of the Project), and in compliance with any plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all applicable Laws, and the requirements of all carriers of insurance on the Premises, Building and Project, the Bourd of Underwriters, Fire Rating Bureau, or similar organization, Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations, and Tenant shall not modify or alter any improvements or components of the Building or the ProjCot outside of the Premises. Upon completion orally Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management ollice, within thirty (30) days following completion of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD file of the "as bui h" documents or the Alterations (current version of AutOCad). 10.4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep Landlord, the Premises, the Project and Tenant's leasehold interest fi-ee from all Encumbrances, including, without limitation, any of the same relating to the Alterations or any other work performed for, materials furnished to or obligations incorrect by Tenant, and Tenant shall indemnify, defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances. Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance has been tiled. Tenant shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of lion -responsibility. 10.5 Removal and Restoration. All Alterations (and One Tenant Improvements) shall become a part or the Premises and shall became the property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements that existed in the Building as of the Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove the Leuschold Improvements designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the Premises, Building and Project, all at Tenant's sole expense. All Tenant's Personal Property owned or installed by Tenant or any other Tenant Party in the Premises shall be and remain the property of Tenant (or the applicable Tenant Party), and upon the expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal, If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination of this Lease, Tenant (or tine applicable Tenant Party) shall be deemed to have abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon deniamd), or appropriate the sonic for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party). ARTICLE 11 -TRANSFERS 11.1 Restriction, Permitted Subleases, I LL1 Restriction. Except as provided in Section 11 1 2 below, Tenant shall not, either involuntarily or voluntarily of by operation of law or othevise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11,4 below. Any Transfer in violation of the provisions of this Article Ll shall be null and void. Notwithstanding anything contained in this ArUcic I I to the contrary, 'tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in pat on the net income or profits derived by any person from the property leased, used, occupied or utilized, and that any such purported lease, sublease, license, accession or other agreement shell be absolutely void. I1,1.2 Permitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' priol. written notice, but without the need to obtain the consent of Landlord, sublease space within the Promises to any Approved Governmental Entities. Landlord shall cooperate with Tenant's effaces to consummate any such subleases to tiny such Approved Governmental Entities, including, without limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable crforts to comply with the Slate Requirements specified in E=hijit�'L" attached hereto. Any sublease permitted without the consent of Landlord under this Suction 11.1,2 (a "Permitted Sublease") shall rattle subject to any the requirements, restriction lir limitations sec forth in Section 11,27 Seetlon 113, Section 11.4. Section 11.5, or Section 11.6 below 11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), filen '['Client shall submit to Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (1 g0) days) prior to the effective date of the proposed Transfer, and (b) four (4) originals orthe proposed assignment or sublease or other Transfer document on a form approved by Landlord and tins' (4) originals of the I,aildlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and the proposed Transferee. Ir Tenant modifies any of the material terms and conditions relevant to a proposed'I'ransf'er specified in the 'flans Fel Notice, Tenant shall resubmit such Transfer Notice to Landlord for its consent. following delivery ora Transfer Notice, Tenant shall additionally provide such other information or materials with respect to tie proposed Transfer and/or'trmsf'crcc as Landlord may reasonably request. including. without limitation, credit repots, business plans, operating history, bank and cluvacler rc Pcrences. 11.3 Landlord's Recapture Riehts, Al any lime within twenty (20) business days rifler Landlord's receipt of all of the fnlbrnmLLion and documents described in Section 11.2, Landlord may, at its option, Or its sole and absolute discretion. by written notice to Tenant. elect to: (a) in the case Ora proposed sublease, sublease the Premises or the portion thercofproposcd to be sublet by Tenant upon the same terms as those oflered to the proposed subtenant; (b) in [he ease ora proposed assignment, lake an assignment of this Lease upon the same tens as those offered to line 861 II' L'ivir L'en(er pr—C(q� nfSruan,4mr Lease -10- proposed assignee; or (c) terminate this Lease in its entirely or as to the portion of the Premises subject to the proposed Transfer, with a proportionate adjustment in the Rent payable hereunder !]'this Lease is terminated as to less than all of the Premises, Por the avoid once of doubt, this Section 1 19 shall not apply to any Permitted Sublease. 11.4 Landlord's Cnnsmt; standards. 11.4.1 If Landlord does not exercise any of the options described in Section 11.3 above, then within twenty (20) business days following its receipt ore Transfer Notice (and all of the other items described in Section 11.2 above), Landlord shall notify Tenant whether it will grant or withhold its consent to the proposed Transfer in accordance with Section 11.4 below. Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, that in addition to any other grounds available hereunder or tinder applicable Law for properly withholding consent to Such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to any proposed Transfer if: (a) in Landlord's good faith judgment: (1) the proposer) Transferee does not have the financial strength (laking into account nil of the Transferee's other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (hi) the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project or the business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project or (iii) the use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian traffic in and out of the Building mid/or the Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any alterations to the Building or the Project to comply with applicable Laws; (b) the proposed 'Transferee has the power of eminott domain, is a governmental agency or an agency or subdivision of a foreign government; (c) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (d) either Ilse proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is under comuain control with the proposed Transl'eree (i) occupies space in the Project or has negotiated with Londlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (ii) is a direct competitor of Landlord; (e) an Event of Default then exists; (0 the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give an occupant of the Project a right to cancel or modify its lease; (g) any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; (In) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (i) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or (j) the proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at any one time during the Term. For the avoidance of doubt, this Section 11.4.1 shall not apply to any Permitted Sublease 11.4,2 Notwithstanding anything to the contrary in this Lease, if Tenons or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent ,jurisdiction to be successful shall be a declaratory judgment and an injunction for the relief sought without any monetary damages or other monetary relief. To the maximum extent permitted by Law, Teri and each proposed Transferee hereby waive any and all otter remedies, including, without litnitation, any right at law n equity to terminate this Lease with respect to any such claim. Tenant shall Indemnify, defend, protect and hold harmless Landlord from any and all Claims involving of asserted by any thin] party or parties (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant and/or such Transferee in connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed Transfer or other breach of this Article 11. Tenant acknawledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section 1951A ofthe California Civil Code with respect to the availability to Landlord ofcertain remedies for a de Lill by Tenant under this Lease. 11.5 'transfer Profits. Subject to the provisions of this Article 11, if Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Ltndlm'd filly percent (50%) of any Transfer Plural. 'fallout shall provide Landlord with a detailed statement selling forth the calculation of tray Transfer Profits that Tenant either has or will derive lkoin a Transfer. Landlord or its representative shall have the right at all reasonable times to audit the hooks and records of Tenant with respect to the calculation of Transfer Profits, If such inspection reveals on underpayment by Tenant of Transfer Profits, Tenout shall pay to Landlord the deficiency and the cost onandlord's audit within ten (10) business days after its receipt of [lie results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease 11.6 1.emdinrd's Costs. With respect to each 'transfer (other than a Permitted Sublease) proposed to be consummated by Tenant, whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, Tenant shall, within ten (10) business Clays after written request by landlord, reimburse all of Landlard's Review Expenses relating to such proposed 'Pransfer. Por the avoidanm of doubt, this Section 11.6 shall not apply to any Permitted Sublease 11.7 Continuing Liability of Tenant. Notwithstanding the consummation or attempted cansumnnation of any Transfer under this Article I I (including. but not limited to, oily assignment of this Lease), 'tenant shall remain as fully and primarily liable fertile payment of Rent and Cor the performance of all other obligations of the "Tenant" contained In this Lease to the same extent as if lhe'rransfer had not occurred. Any act or omission of any Transferee that violates the terms of this Lease shall be deemed a default by Tenant ruder this Lease. and Hollowing expiration ofthe applicable notice and cure period, shall be deemed an Event of Ucfndt, in which case. Landlord may proceed directly against Original Tenant (and/or anv Grits successors as the "Tenant" hereunder) without the necessity orcxhaustiug its remedies against such Transferee (notwithstanding the Fact that die Original 'tenant (and/or any of its successors as the "I'mant" hereunder) inay have assigner) all of ils right, title nal interest in this Lease).Landlord may consent to subsequent Transfers of this Lease with Transt'erees of Tenant, upon notice to 'Tenant. but without obtaining its or their consent thereto. and such action shall not relieve Tenant orirs liability under this Lcasc. 11.8 Non -Waiver. I lie consent by Landlord to any 'Transfer shall not relieve fallout, or any Person claiming through or under Tenant, of the obligation to obtain the consent o1' landlord. pursuant it, this Article 11, to any further Traister. Following any transfer, Landlord may collect Rent Iron the Trnnsfcree without waiving any rights hereunder, and enlleation of the hent frons a Person other than Tenant shall not be 801 W'Ch* Cramer Or—Cup' nfSawetkia Gere -11- deemed a waiver of any of Landlord's rights under this Article 111 an acceptance of any Transferee as a tenant of Landlord, or a release of Tenant from the performance of Tenui['s obligations under this Lease. ARTICLE.12 - SUBORDINATION AND ATTORNh1 ENT; ESTOPPEL CERTIFICATES. FINANCIAL STATEN] 12.1 Subordination and Attornment. 12.1,1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security Instruments which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises and the rights and interests of the Holders of such Security htstrunhents. Such subordination shall be effective without the necessity of the execution by 'tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have [lie right to subordinate or cause to be subordinated any such Security instruments to this Lease, and in such case, in lbe event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attom to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) business days or demand therefor execute any Instruments or other documents which may be required by Landlord or the Holder of any Security Instrument, and specifically shall execute, acknowledge and deliver within live (5) business days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attom to and recognize as Tenant's landlord under this Lease any superior lessor, superior mortgogee or other purchaser at, person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within five (5) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment described in this Section 12.1.1. 12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereof) require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost or expense to Tenant, or in any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days following Landlord's request therefor. 12.2 Estopnel Certificates. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification has been requested by Landlord or say current or prospective purchaser or current or prospective Molder of any Security Instrument, including, without limitation, that: (a) this Lease is unmodified and in full force and effect (or setting Forth any modifications that have occurred), (b) the dates to which the Base Rent and other forms of Rent payable hereunder have been paid, (c) whether at, not Landlord is in default in the performance of any covennrt, agreement or condition contained in this Lease (and, if so, specl Eying each such default of which Tenant may have knowledge), and (d) any other facts for which certification is reasonably required by Landlord or customarily required by any prospective purchaser or Halder to which such estoppel certificate is being provided. 'The form of the statenhent attached hereto is Exhibit "P' is hereby approved by Tenant fir use pursuant to this Section 12.2, but Landlord shall have the right to use other forms for such purpose, Tenant's failure to execute and deliver such statement within such time shall be conclusive upon Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be relied upon by any prospective purchaser, mortgagee, ground lessor or other like encumbrancer thereof or any essigace of any such encumlin since upon the Building or the Project. 12.3 Finan cral Statements. AT any [iitit, aiming the Terni,, -Tenant sGatl; upon 'five -(5) business -days' prior notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for each of Tenant and the Guarantor (if any). Such statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall be audited by an independent certified public accountant, ARTICLE 13 -CASUALTY: TAKING 13.1 Casualty 13.1.1 Repair of the Premises. 'tenant shall promptly ratify Landlord in writing to "Damage Notice") of any casualty event, damage or condition to which this Section 13.1 is or only be applicable (a "Casualty"). Landlord shall, within a reasonable time after tine discovery by Landlord of oily damage resulting final any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other mothers beyond Landlord's reasonable control, and subject to all other tel of this Section 13.1, begin to repair the dtunage to the Project and the Premises resulting polo such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (tile "Restoration") to substantially the same condition as it esisted before such Casualty, except rot, modifications required by applicable Laws or covenants, conditions and restrictions, and modifications deemed desirable by Landlord; provided, however, that Landlord shall not be required to repair or replace any Of the Leasehold hmprovennennts or any uf'Fenant's Personal Property (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability far any inconvenience at annoyance to "Tenant or injury to Tenant's business as a result of ony Casually, or the Restoration, regardless orthe cause therefor. Base Real. and Additional Rent payable antler Sections 4.2 and 4�3, shall abate if clad to the extent 'Tenant ceases to occupy a noted Ul potion 01 tile PreaiNcs that was damaged by a Casually and mildered unfit for occupancy (For the Permitted Use) as a result therein: for the period of time couuncncing on the date 'Tenant vacates such damaged portion of the Premises and continuing until the Premises ReSmr'aton is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement shall be limited to dtc proceeds of rental interruption insurance proceeds with respect to the I'reinises slid such Casualty collected by Landlord. 13.1.2 Inceptions (n Landlord's Oblieations. Notwithstanding anything to the contrary contained in this Sectio 17.1, Landlord shall have no obligation to ropair the Promises and shall have the right to lernninate this Lease in tiny case where: (a) any portion of the Promises or any material portion of the Project is damaged and (b) any of (he following conditions exist: (i) Landlord estimates in good frith that the Restoration Carmol reasonably he Completed (without the paynnew ol`overtime) within one hundred eighty (180) (hays ol'L.andlord's (liscnvcry nl'thc 801 IChoc Center Dr- City, ofS'rwrndtm Leave -12- Casualty Damage, (ii) the Holder of any Security Instrument requires nay insurance proceeds with respect to such Casualty Damage to be applied to the outstanding balance of the obligation secured by such Security Instrument, (Iii) the cost of the Restoration is not fully covered by Insurance proceeds available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement of Rent under this Section 13.1 For a period of time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the lost eighteen (18) months of One Term (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery of written notice to Tenant at any time following the Casualty until sixty (60) days following the later of: (A) delivery of the Damage Notice or (B) Landlord's discovery or determination of any of the events described in clauses (t) through (v) of the preceding sentence, and shall be effective upon delivery of such malice of termination (or if Tenant has not vacated the Premises, thirty (30) days thereafter). 13.1.3 Waive . Landlord and Tenant agree that the provisions of this Section 13.1 and the remaining provisions orthis Lease shall exclusively govern the rights and obligations of the parties with respect to any and ail damage to, or destruction of, all or any portion of the Premises or the Project, and Landiord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter is effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, as amended from time to time). 13.2 Taking. If the whole or a material portion of the Premises, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "Tatting"), this Lease shall automatically terminate as of the earlier of the date of transfer of title resulting from such Taking or the date of transfer of possession resulting Frain such Taking (the "Taking Date'). in the event are Tatung of such portion or die Project, One Building or the Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days following the Taking Date. If a portion of the Premises is so taken and this Lease is not terminated: (a) Landlord shall, with reasonable diligence and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenon's Personal Property and Leasehold Improvements that are not consistent with then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises so taken, Except as expressly provided otherwise in this Section 13.2, the entire award far any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently pursue a separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No Taking of any portion of the Premises, the Building or the Project (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Taking") shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such Temporary Taking shall belong to 'tenant, but only to the extent that the award applies to any time period during the Tenn of this Lease. This Section 13.2 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the previsions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and the provisions ofany successor or other low of like import. ARTICLE l4— INDELINIFICATION AND INSURANCE 14.t Waiver of Liability and Indemnification. Except to die extent expressly provided to the contrary herein, Tenant hereby waives all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss ol'profits and intangible, property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, including, without limitation fire, explosion, falling plaster, Stamm, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indennnify, defend, protect and hold harndess Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by mare in any way nuributablc to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant shall not be required to so indcmni Py, (Intend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out of the gross negligence or willful misconduct of Landlord, its agents or employees. 14.2 Insurance. At nil times during the Term of this Lease, -Tenant shall: (a) procure and maintain, at its sole expense, the insurance policies described in Exhibit "G attached hereto and (b) othe vise comply with each and all of the obligations and requirements set forth in Exhibit "G 7. Lundlord malaes no representation that the insurance coverage spaci Pied to be carried by Tenant pursuant to this Exhibit "G" Is adequate to protect Tenant against Tenant's undertakings under the farms of this Lease or otherwise, and if Tenaiht believes that such insurance coverage required under this Lease is insufficient, at its owrn expense, Tenant shall provide such additional insurance as Tenant deems adequate. 14.3 wairer or Subrocalion. Notwithstuudiag any provision of this Article 14 to the contrary, Landlord and Tenant intend that their respective property damage loss risks Shull be borne by their respective insurance carders to the extent of the property damage insurance that each of Landlord and Tenant are required to eery under Exhibit "G', and except as expressly provided otherwise in this Lease, in the even of a properly loss. each of Lancllcrrl and Tenant hereby agree to look solely to, and seek recovery only from, dick' respective property rinnungc insurance carries to the extent that such Property loss is ora type that is covered by the property dmnage insurance it is required to carry under Exhibit "G", As long as such waivers or subrogation arc rensunably available, each or the parties hereto hereby waives nil of its rights and claims against each of the other parties hereto Ibr such losses. and provident such waiver of subrogation shall not aflect the right of Such parry as the insured under Its property damage policy (or policies) to recover (hereunder, wolves oil ofthe rights of subrogation of its property damage insurers. The ponies hereto further agree that, so long as no material additional prcndtan is charged therefore, their respective properly insurance policies are now, or shall be, endorsed such that [lie foregoing omivcr of aubrogatimn shall not affect the right of the insured to rocover theteunder. ARTICLE 15— EVENTS OF DEFALIIA'AND RENI HDIES I5.1 Eccles of Default 13v Tenant The occurrence of awry of the rollowdng shall constitute n materiel dCl'null and branch of this l..eaae by Tenant (st "Evert of Delhult"): 961 VVCh4c Cerner Lr—GlY o.l Sawa Inn Lrrtse -13- 15.1.1 Any failure by Tenant to pay any Rent or any o0ier charge required to be paid under this Lease, or uny part thereof (or to perform any of Its obligations under Attiofa 6 above), 1f such Failure continues for three (3) Buys ton lowing Landlord's delivery of written notice thereof. 15,1.2 The abandonment of the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (10) consecutive days (with or without lire payment of Rent), or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the Commencement Date (it being agreed [list the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated car abandoned the Premises), 15.1.3 Any failure by Tenant to execute and deliver any statement or document described in Article 12 requested by Landlord within the time periods specified therein, if such failure continues Cor three (3) days aper Landlord's delivery of written notice thereof. 15.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, Other than those described in Sections 15.1 .1, 14_.___12 and IS_,I 33 above, if such failure continues for twenty (20) days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after Landlord's delivery of written notice thereof; provided, however, that If the nature of the default is such that it cannot be cured within the twenty (20) day period, no Event of Default shall exist if Tenant commences the curing of the default within the twenty (20) day period and thereafter diligently prosecutes the same to completion. 15.1.5 The making or furnishing by Tenant crony warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any materiel respect when made or ilimished. 15.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article l 1, 15.1.7 The filing or execution or occurrence of any one of the following: (a) a petition in bankruptcy or other insolvency proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or any general partner of Tenant welting relief under any provision of the Bankruptcy Act, (c) an assignment by Tenant or any general partner of Tenant for the benefit of creditors, (d) a petition or other proceeding by or against Tenant or any general partner of Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any general partner or Teoanl or any property of Tenant or any general partner of Tenant, (e) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, or (t) an admission by Tenant or any general partner of Tenant of its inability to pay its debts as they become due. 15.1.8 `File default by any guarantor of 'Tenant's obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation orally such guaranty or the participation by any such guarantor in any other event described in this Section 1.5.1 (as if this Section 15.1.8 referred to such guarantor In place of Tenant). 15.1.9 Any default that continues beyond the applicable notice and cure period by'1'enant or any Affiliate ofTensnt under any lease (other than this Lease) between: (9) Landlord or any AFFiliate of Landlord slid (h) Tenant or any Affiliate of Tenant. All of the notices described in this Section 15 .1 shall be in lieu of, and not in addition to, any notice required ancler Section 1161 orthe California Code of Civil Procedure or any other law now or hereafter in et'I'ecl requiring that notice of default be given prior to the Commencement of an unlawful detainer or other legal proceeding. 15.2 Remedies. Upon the occurrence of any Event. of Default by Tenant, in addition to any other remedies available to Landlord at law or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any one or more of the remedies described in Section 1 of E, iibit "H", attached hereto, each and all of which shall, subject to applicable law, be cumulative and nonexclusive (and ail orthe other provisions of Section I of Exhibit `H' shall apply to an Event of Default by'fenutt hereunder). ARTICLE 16— LANDLORD DEFAULT; LANDLORD'S I IABII ITV 16.1 Landlord Default. Landlord's failure to perform or observe any of fts obligations under this Lease shall constitute a material default by Landlord trader this Lease (a "Landlord Default') only if such hilum, shall continue for a period or thirty (30) days after Landlord (and each Notilied Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and identifying the applicable Lease provision(s)); provided, however, that if the nature of the default is such that it cannot be cured within the thinly (30) day period, no Landlord Default shall exist if Landlord (a' any Notified Party) commences the Curing or the applicable default within thirty (30) clays following its receipt of Tenant's default notice and thereafter diligently prosecutes the sante to completion. Subject to the remaining provisions of this Lease, following the occurrence or any Landlord MoUlt,'fcarat shall have the right to pursue ally remedy available uncler Law for such Landlord Default by Lnlldlord; provided, however, that in no case shall Tenant have any right to lemtinalc this ],case on account array such Landlord Default. 16.2 Landlord's Lease U ndertaleines. Notwithstanding anything to the contrary contained in this Lease or any other Lease Documents, it is expressly understood and agreed by and between the parties hereto that (a) tine recourse of I carat or its successors or assigns against Landlord (and the liability of Landluxl to Tenant, its successors Lail assigns) with res'pcct to: (i) any actual or alleged breach or breaches Ity OF on the part of Landlord of any of Landlord's Lease Undertakings or (ii) any uuuer relating to Tenon Cs use or occupancy of flic premises shall be limited to an amount equal to the lesser of; (x) Landlord's equity interest in the Building and (y) die equity interest Lencllorcl would have in the Building if the Building were encumbered by independent secured financing equal to elghly percent (80'1/4) of the value orthe Building; (b) Tenant shall have no recourse against any other assets of Landlord or tiny other Landlord Parties for their officers, directors or s-hueholders). (c) except to the extent of Landlord's equity interest in the Building(to the extent provided above), no personal liability or personal responsibility, orally sort with respect to any of Lcuru lord's I..ease Undertakings cr any alleged breach thereof is assumed by, or shall at any time he asserted or eNDrceable against. 801 11/0vic Center Ur— 00, rJ'.Sonnr Ana Lcnre .14- Landlord or any of lire other Landlord Patties, end (d) at no time shall Landlord be responsible or liable to Tenant Ran any lost profits, lost economic opportunities or any form of consequertial damage as the result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings or in connection with any other matter relating to Tenant's use or occupancy of the Premises. 16.3 Sale by Landlord, A sale or conveyance by Landlord of the Project or of any portion thereof containing the Premises shall operate to release Landlord from any liability with respect to any of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant that are to be performed after (and/or that first accrue after) such sale or conveyance, and Tenant agrees to look solely to the successor in interest of Landlord in and to this Lease for the performance of all of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor of Tenant that are to be performed after for that first accrue after) such sale or conveyance (and for satisfaction or all liabilities arising out of the same). This Lease shall not be affected by any such sale, however, and Tenant agrees to adorn to the purchaser or assignee, such attornment to be effective and self -operative without the execution of any further instruments by any oFthe parties to this Lease, ARTICLE 17 -MISCELLANEOUS 17.1 Notice . All notices, requests led/or demands which Landlord or Tenant may be required, or may desire, to serve on the other (or any Holder) shall, except its expressly provided otherwise herein, be in writing and may be served, as an alternative to personal service, by mailing the same by registered or certified mail, postage prepaid, or by a reputable overnight courier service, which provides evidence of delivery, addressed to the Landlord at the address for Landlord act foth in Item 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set Forth in Itern 11.1 of the Basic Lease Provisions, or, from and after the Commencement Date, to the Tenant at the Premises whether or not Tenant has departed from, nbandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate written notice to the other. Any such notice, request or demand she]I be deemed to have been served at the time the same was posted. 17.2 Rrokelu The parties recognize as the broker(s) who procured this Lease, the firna(s) specified in Item of the Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall have no responsibility therefor unless written provision to the contrary has been made a par of this Lease. If Tenant has dealt with any after person or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall be solely responsible for the payment of any fee due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims tainting thereto. 17.3 Rights Reserved by Landlord. 173.1 Entry by Landlord Landlord may enter the Premises at all reasonable times to: (a) inspect the same; (b) exhibit the sane to prospective purchase's, leaders or tenants; (c) determine whether Tenant is complying with all of its obligations under this Lease; (d) supply janitorial and other services to be provided by Landlord to Tenant under this Lease; (e) post notices of non -responsibility; (e) exercise any of Landlord's rights or perform any of Landlord's obligations under this Lease; (f) make repairs or improvements in or to the Project or the Premises (provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little Interference to Tenant as reasonably possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim for damages fir any injury or inconvenience to, or interference with, Tenant's business, any loss of occupancy or quiet enjoyment of the Premises or any culler loss occasioned by such entry. Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises, said any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or uniawtal entry into or a detainer of the Premises or on eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord shall not act es a termination otTenant's duties under this Lease. If Landlord shall be required to obtain enhy by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord. 17.3,2 Right la Lease: Project at, Building Name and Signage. Landlord reserves the absolute right to: (a) lease space in the Project and to create such other tenancies in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the Project; (b) to change the name or street address of the Building and/or the Prgjecl; and (c) to install, affix and maintain any and all signs oro the exterior and on the interior of the Building and/or die Project as Landlord may so desire, in its sale discretion. Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Building or the Project during the Tann of this Lease. Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of tine Building and/or tine Project, in Tenant's advertising or in any other publicity, and to the extent dint Landlord grants such consent, shall refer to the Building and/or the Project by the name designated by Landlord. 17.3.3 The Other Improvements, Lf portions of the Project or properly adjacent to the Project (collectively, [lie "Other I nhprovements") are owned by an entity other than Landlord, Lardlorcl, at its option, in its sole and absolute discretion, may enter into an agreement with the owner or owners of any or all of' the Other improvements to provide: (a) fel reciprocal rights of access and/or use of the Project kind the Other Improvements; (b) for the common managenent, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other huzovemenls; (c) r r the allocation of a portion of the Operating Expenses to the Other Improvements and the operating expenses and taxes for the Other Improvements to the Project; and (d) for the use or improvement orthe Other improvements and/or the Project in connection with the improvement, constnetion, and/or excavation of [le Other Improvements and/or the Project. Nothing contained hernia shall be deemed or construed to limit or otherwise affect Landlord's right to convey all or any portion of the Project or any other of Landlord's rights described in this Lease 17.3.4 Renovation (if the Proicel and Oflcr Imm•ovements/Co nsir ction or Nev, Improvements. Tenant acknowledges that portions of the ]'reject and/or the Diller improvements may he under eonski.]Cdon following Tenant's occupancy of the Premises, and that such construction may result in levels of noise. dust, obstruction of access. etc. which are in excess of that present in a fully constructed project. Tenant acknowledges and agrees Lhm Landlord may after. remodel, improve and/or rencoate (collectively, the "Construction Walk") the Building. ]'remises, and/or the Project (including, without limitation, by constructing new innprovenumis in Common Areas), and in connection with any Construction Work, Landlord may. among other things, erect scaffolding or other necessary structures in the Building, or elsewhere in ur at the 8017V Ciric C'errrer Dr—C.'in+ nfSnnrrr; Dm Lvnxr - I i- Project, restrict access to portions or the Protect, including portions of the Common Areas, or perform work in the Building and/or the P%ject. Tenant hereby agrees that such Construction Wel l< and Landlord's actions in connection with such Construction Work shall in tie way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement or Rent. Landlord shall have no responsibility or liability to Tenant for any injury to or interference with Tenant's business arising from any such Construction Work, turd Tenant shall not be entitled to any damages from Landlord For loss of use of the Premises, in whole or in part, or for loss of Tenant's personal property or improvements, resulting from the Construction Work or Landlord's actions in connection therewith or For any inconvenience occasioned by such Construction Work or Landlord's actions in connection therewith. 17.3.5 Other Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Leese) and without being, deemed an eviction or disturbance ol'Tenant's use or possession orthe Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types orsigns,.window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible tion the exterior of the Premises and, notwithstanding the provisions of Article 10 the design, arrangement, style, color and general appearance OFthe portion orthe Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure slid used for substantially the same purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or tie Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or file Project, provided no such change shall materially adversely affect access to the Premises; (d) to grant any party the exclusive right to conduct any business or render any service in the Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes permitted under this Lease; (e) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by Tenant's employees; (1) to prohibit the placement of video or other electronic games in the Remises; (g) to have access lbs. Landlord and other tenants of the Building to any mail chutes and boxes located in or on file Premises according to the rules of the United States Post Office and to discontinue any mail chute business in tie Building and/or the Project; (h) subject to Tenant's rights OF access under Section 2.1.3, to close the Building after normal business hours, except that Tenant mid its employees and invitees shall be entitled to admission at all times under such rules and regulations as Landlord prescribes for security purposes; (t) to install, operate and maintain surveillance systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Project; (j) to install and maintain pipes, ducts, conduits, wires and shuctural elements located in die Premises which serve other parts or other tenants of the Building and/or the Project; (k) to retain at all times master keys or pass keys to the Premises; (1) to modify, change, add to or delete the design, configuration, layout, size, ingress, egress, meas, method of operation, and other characteristics of or relating to the Parking Facilites at any time, and/or to provide for nonuse, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking operator, and (a) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary controls promulgated by any governmental or quasi -governmental authority or public utility relating to: (i) the use or conservation of energy, water, gas, light or electricity, reduction of automobile or other emissions, or the provision of any other utility or service andlor (ii) tie reduction and/or management of traffic, transportation or parking in or around the Project. 17.4 Light and All. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any manner affect this Lease or the obligations of Tenant hereunder or increase any of the obligations of Landlord hereunder. 17,5 Force Malenre. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any finilure to perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of Landlord, including, but not limited le, strike, labor trouble, governmental rude, regulations, ordinance, statute or interpretation, or by tire, earthquake, civil commotion, or failure or disruption of utility services (a 'Force Majeure Event"). The amount of lime for Landlord to perform any of Landlord's obligations shall be extended by Lhe amount of time Landlord is delayed in performing such obligation by reason or any such Force Majeure Event whether similar to or different from the foregoing types of occurrences. 17.6 Afforn"s' Fees; Covcrnine Law; No Counte•chiW Choice orLaws; Waiver orJnr, Trial. 17.6.1 Aturnevs' lees. Ifeither Landlord or Tenant shall commence any action or other proceeding against the other arising out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to any other relief, its actual attorneys' fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective or any court schedule of rensonable attorneys' fees. In nddi[iun, Tenant shall reimburse Lnndlorl, upon demand, For all reasonable a ionteys' lees incurred in collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease. 17.6 .2 Covcrnine Law. This Lease shall be governed by, and construed in accordance with, the laws of the state of Cnlifoniia (without regard to its conflict of laws principles). 17.6.3 Choice of .Jurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that any netien by Tenant against Landlord shall be instituted in [he State of California and flint Landlord shall have personal,jurrisdiction over'fennnt for any action brought by Landlord against Tenant in the Slate orCulil'onlia. 17.6.4 Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND 'I ENANT F:AC H EXPRESSLY WAIVE TIIEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL I IELD AS A RESULT OF A CLAIM ARISING OUT OF OR IN CONNECTION wI'rl-I THIS LEASE IN WHICH LANDLORD AND TENANT ARE. ADVERSE PARTIFS, l' E PILING OF A C'ROSS- COibIPLAIN'T BY ONE AGAINST" ills OTHER IS SUPPlC1ENTT0 MAKE THE PARTIES "ADVERSE' 17.7 OF AC Compliance. "tenant represents; warrants and covenants to L mdlord: (aQ that neither the'fenant nor uny person or entity Ihut directly owns a 10% or Breuer equity interest in it 1101 - trey of ItS officers, directors or managing memhers is a peson or minty with whom U.S. Nlll YV C'irie C'eruer Dr—CipgJ',Smrrn, I nn Lenzc -I6- persons or entities are restricted from doing business under OPAC regulations (includirg those mimed on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation. Executive Order 13224, or other governmental action, (b) that Tenant's activities do not violate the Money Laundering Act, and (c) that throughout the tern of this Lease the Tenant shall comply with Executive Order 13224 and with the Money Laundering Act, 17.8 State sneeific Reuuirements 17.8.1 California Civil Code Section 1938. As of the dale or this Lease, the Premises, Building mid Project have not been inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp call inspect the subject premises and determine whether the subject premises comply with all or the applicable construction -related accessibility standards under state law. Although slate law does not require a CASp inspection of the subject premises. the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy Ortho lessee or tellmit, ifrequested by the lessee or tenant. The parties shall mutually agree on the arrangements for tine time and manner of the CASp inspection, the payment of the fee for die CASp inspection, mut the cost of ranking any repairs necessary to correct violations or construction -related accessibility standards within the Premises. 17.8.2 California Public Resources Cotte Section 25402.10. Pursuant to California Public Resources Code Section 25402.10 and the regulations adopted thereunder (together with any future law or regulation regarding disclosure of energy efficiency data with respect to the Project, the "Eleen•ical Energy Disclosure Lows"); (u) Landlord is or may be required to disclose to third parties (including, without limitation, prospective purchasers, lenders and tenants of the Project) information concerning the amount of electrical power consumed at the Project ("Electrical Energy Use Disclosures"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain information regarding Tenmtt's consumption of electrical power in the Premises (IF and to the extent that delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Transit's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor: (i) copies of (or access to) bills or other records reflecting the delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name and/or (ii) other information (such as without limitation, the number of employees regularly working at the Premises (or any applicable portion thereof), the types of equipment regularly used at the Premises (or any applicable portion thereof) and/or the regular operating hours at the Premises (or any applicable portion thereof)) dial is reasonably required for Landlord to estimate the amount of electrical power consumed at the Premises. 17.9 Fair Employment Practices/Noil-Disel'iminatioa. Landlord agrees, subject to applicable laws, rules and regulations, dint no person shall be subject to discriminmion in die performance of this Lease on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, AIDS, HIV status, age, disability, handicap or veteran status. Landlord shall take aFfirnative action to ensure that applicants are employed and that employees are treated during employment without respect to any of these bases, including but not limited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 17.10 Interpretation. Tenant acknowledges that it has read and reviewed this Lease and that it has bncl the opportunity to confer with counsel in die negotiation of this I,ease..Accordingly, tills Lease shall be construed neither for net against Landlord or Termor, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the inter of the parties. All captions, headings, titles, numerical references and computer highlighting are fm• convenience only and slinll have no effect on the interpretation oFUtis Lease. All terms and words used in this Lease, regardless of the number m• gender in which they are used, shall be deemed to include the appropriate number and gender, as the contest may require, Each covenant, agreement, obligation or otter provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision or this Lease. Time is of the essence of this Lease and the performance of all obligations hereunder. In the event any provision of this Lease is Found to be unenforceable. the remainder of this Lease shall not be affected, and any provision found to be invalid shall lie enforceable to the extent permitted by law. The parties agree that if two different interpretations may be given to any provision hereunder, one of which will render [lie provision unenforceable, and one or which will render the (provision enforceable, the interpretation rendering the provision enforceable shall be adopted. 17.11 No Partnership or Joint Venture; No Third Party Beneficiaries. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, m partnership. or joint venture, or any other I'elationship between Landlord and Tenant other [unit landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity claiming through Tenant, and no other panties shall have any rights Hereunder as against Landlord, For the avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties are intended third party beneficiaries of and shall have the right to alliance Sections 14.1, 14.2, 14.3 and 16.2 ubove 17.12 Entire Aereement'...'AMendment• Successors: Survival of Obliantions. This Lease contains all of the agreements and understandings relating to the leasing urdie Promises and the obligations of L.mdlurd and Tenant in connection with such leasing. Landlord has not made. and 'rental is not relying upon. any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except those expressly set Lbrth hcmin. ''his Lease supersedes any and all prior agrccnicnls and understandings between Landlord :uul Tenmit and alone expresses the agreement of the parties. This L.cnse shall not he amended, changed ur modified in any way unless in writing executed by Landlord and Tennm. Landlord shut[ not have waived or released any of its rights hereunder unless in writing and executed by the Landlord, Except as expressly provided herein, This- Lease and the obligations of Landlord and 'tenant conlnined herein shall bind or inure to the benefit of Landlord and Tenant and their respective successors and assigns, provided this clause shall not permit any Transfer by'I'conaL contrary to tine provisions oFArlicle 11. Any ubh6nduns of Tenant accruing prior to the expiration of [Itis Lease shall survive [lie termination of this Lease, and 'Tenant shall promptly perform all such obligations whether or not this Lease has expired. 17.13 Prohibition Against Recording. Neither (his Lease nor Lilly nicnotnndUal. itfdavlt or other Kaiting with respect thereto shall be recoided by Tenant or by untrue acting Lhrough, under or on behalf ol•Tcynonu. 301 if,'Civic Center Ar—C1ry n/'Sana Ann Lenge -17- 17.14 Confidentiality. Tenant agrees that; (a) the terns and provisions of this Lease are subject to the terms of the California Public Records Act and Freedom of htlbrmation Act 17.15 No Offer to Lease. The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lease the Premises. This Lease shall have no force and effect until: (a) it is executed and delivered by Tenant to Landlord, (b) It is fully reviewed and executed by Landlord and (c) all conditions to the effectiveness of this Lease are satisfied (or waived by the applicable party); provided, however, tutu, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration of the time and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the tens and conditions set forth herein (which offer to Lease shall he irrevocable for twenty (20) business days following the date of delivery). 17.16 Authority. If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of the persons executing this Lease on belialfof Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing entity, that Tenant hos and is qualified to do business in the state of California: that Tenant has full right and authority to enter fnto this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confinning the foregoing covenants and warranties, The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease an(] flint the person signing on behall'of Landlord is authorized to do so. 17.17 Con ntermarts; Facsimile Execution, This Lease may be executed In counterparts each ofwhich shall be deemed as an original, but all of which taken togetlter shall constitute one and the same document. Bach of the parties hereto agree that the delivery of an executed copy or counterpart of this Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an original executed copy or counterpart of this Lease had been delivered. /Signatures Appear on Next Page/ 801 WCh-le Center Dr—City OfSrurin:rfill Lease -Is- IN WITNESS WI IF RE.OE, this Lease is hereby executed as orlhe Elective Dale. LANDLORD: TENANT: CF SANTANA, LLC, THE' CI'T'Y OF SANTA ANA, a Delaware limited Iia i n Munioihal emyoration. By: _� --- y: �.iEGFg�%6 Andrew Osborne Name: Name: Cvnthia J. Karts .title: Authorize Signa U' 'title: Interim City Manager ATTEST: EIM Name: Maria Haim. Title: Clerk ofthe Council Effective Date: .2017 APPROVED AS TO FORM: Sonia R. Carvalho, City AAttttttoorrocy Lisa Storck, AssL City Attorney RECOMMEND APPROVAL: Robert M. Zur Schudecle, Interim Executive Director Community Development Agency 801 JClotc Comer Ur—Cllr'of.Vim Ana Leave -19- 4 EX HBIT "B" NOTICE OF LEASE TERM DATES To: Re: Office Lease dated , 20 (the "Lease") between CF SANTANA, LLC, a Delaware limited liability company ("Landlord'), and the City of Santa Ana, a charter city and municipal corporntion ("Tenant") concerning Suite 200 on Floor 2 or the office building located at 801 West Civic Center Drive, Santa Ana, California. Ladies and Gentlemen: [a accordance with the Lease, we wish to advise you and/or confirm as follows: I. The Premises are substantially completed, and the Term shall commence on or has commenced oil for a tens of (_) months ending on 2. Base Rent commenced to accrue on in the amount of $ per month mid as more particularly set forth in Item 4 of the Basic Lease Provisions of the Lease. 3. If the Commencement Date is other than the first day of the month, the first billing will contain a pro rata adjustment Each billing thereafter, with die exception of the final billing, shall be for the fill amount of the monthly installment as provided for in the Lease. 4, Your rent checks should be made payable to [[Landlord at the address specified in Itern 10 ofthe Basic Lease Provisions] / [I [, LLC, P.O. Box 1_1, [ ]. 5. The Premises contains RSP. G. Tenant's Proportionate Share is %. LANDLORD: CF SANTANA, LLC, a Delaware limited liability company By: Name: Title: TENANT: C ], ] By: Name: Title: By: _ Name: Title: 8011 ONO Cenre,-Dr—Cin' nj.Aoun.lun Lease J- Exhibit 11 EXHIBIT "C" WORK LETTER Tins WORK LETTER (this "Want Letter") is attached as Exhibit C to that certain Office Lease (the "Lease") by and between CF SANTANA, LLC, a Delaware limited liability company ("Landlord") and THB CITY OF SANTA ANA. a Municipal corporation. ("Tenant"), This Work Letter sets forth the terms, covenants and conditions relating to the construction and installation ot•the Tenant Improvements in the Initial Premises. All capitalized terms used herein not otherwise defined herein shall have the meanings attributed to such terms in the Lease. Ll Landlord's Architect and the Eneincers. Landlord shall engnge (a) Fraser McClellan or another qualified interior architect selected by Landlord ("Landlord's Archi(ect") to prepare the Construction Drawings (defined below) for the Premises based upon the Final Space Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings Fallible structural, mechanical, electrical, plumbing, F1VAC, lira snfety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Final Space Plan: Space Planning Allowance, A copy of the final space plan (and pricing plan) for all Tenant Improvements in the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C-1". Landlord shall bear all costs and expenses in connection with the preparation of line Final Space Plan ("Space Planning Casts In all amount equal to SZ898,15 (i.e., $0.15 per RSF in the Initial Premises). Any Space Planning Costs in excess of $2,898.15 shall be "Tenant Improvement Costs" and shell be deducted from the Allowance Amount, 1.3 Final Working Drawings. Based upon the Final Space Plan, Landlord shall cause the Architect and the Engineers to complete cold deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural and (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements In a form which is sufficiently complete to allow all subcontractors to bid ora tine work shown therein and to obtain all applicable Permits therefor, if any (defined below) (collectively, the `Final Working Drawings"). Tenant shall, within five (5) business days after Tenant receives die Final Working Drawings, either: (a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the Sallie to Landlord showing revisions required to eliminate such Design problem (or Design Problems). If Tenant fails to notify Landlord within five (5) business clays after its receipt of the Final Working Drawings that it approves or disapproves the same, Tenant shall be deemed to have approved the Final Working Drawings. A "Design Problem" means and shalt exist only if the Final Working Drawings are not consistent with the Final Space Plan. If Tenant disapproves the Final Wmldng Drawings because they contain one or more Design Problems, then Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Working Drawings, with the foregoing procedure to be repeated until die Final Working Drawings for the Premises are ultimately approved lot- deemed ordeemed approved) by Tenant (as so approved, the "Approved Working Drawings"), The Approved Working Drawings, as modified by any Changes (defined below) approved by Landlord, and all pars or components thereof are sometimes referred to herein as the "Construction Drawings". 1.4 Changes in the Final Space Picot and Approved Working Droivines. No Changes (defined below) may be made by Tenant without the prior written consent of Landlord (fit accordance with Section 1.5.1, below); provided, however, that Landlord may withhold its consent in Its sole and absolute discretion to any Change which in Landlord'sjudgment are unreasonable or would directly or indirectly delay Substantial Completion (defined below). Tenant acknowledges and agrees that Tenant shot] bear the Cost of any Changes that are requested by Tenant. "Changes" means, collectively: (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in the Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by Tenant in accordance with Section 1.3, above (m' otherwise), other than any such changes, modifications or alterations that are required in order to eliminate a Design Problem. 1.5 Landlord's Review. 1.5.1 Any approval or consent of Landlord hereunder with respect to any portion or component oarthe Construction Drawings or the Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good faith from time to time. Landlord has established (or play establish in the Future) building Standards For the components to be used in the construction or the 'Tenant Improvements in the Premiscs ("Building Standards"). The quality of all Tenant Improvements shall be equal to or of greater quality than the quality specifientions of tine Building Standards; provided, however that Landlord may; at Lmhdlord's option, require the Tenant lmprovements to comply hvith specific Building Standards. Landlord reserves the right to prmuulgae, establish, modify, delete float, and make other chnnges to the Building Standards from time to time. 1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes). as set Palin in this Work Leaer, shall be solely for the purpose til' protecting Landlord's interests hereunder, and shell not imply Landlord's review of the sane, or obligate Landlord to review [lie same, for quality, design, Codc compliance or olha like matters, for the bereft of Tenant or any Other party, and Landlord Shall not be responsible for any omissions or errors contained in tiny such items. SEC'T'ION 2 COST OF "F] IC TENANT IMPROVFMCNTS 2,1 Allocation ofCosts• Allowance Amount; T chant Im rnvenncnt Costs. 2.1.1 Subject to the provisions of this Work Letter. Landlord hereby grants 'tenant for the Tenant Improvement Costs (defined below) an amount (the "Allowance Amount") count to $772,840,0(1 (i.e.. S40,00 per' RSF in the Initial Premises). Tenant slhall halo all 801 W Citic Ceder Dr—City• njSrtnm Ana Lwve I Exhibit C Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction ofthe 'tenant Improvements) in excess of the Allowance Amount ("Exeess Tenant Improvement Costs") in accordance with the provisions ofthis Work Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to Incur any obligation to make any paymcrit or disbursement in connection with the design mid construction of the Tenanl Improvements, in a total amount which exceeds the Allowance Amount. In any event, at all limes Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the design tad construction of the Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord tram time to time as Landlord's Architect. 2.1.2 "Tenant Improvement Costs" means the following: (i) the fees ofthe Architect and the Engineers in excess of the Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision Ree") in an amount equal to tluee percent (3%) ofthe total 'recant Improvement Costs (excluding the Supervision pee); (iii) all tees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or modifications in or to the Common Areas or Base Building when such Changes lie required in connection with the Tenant Improvements (which shall include, without limitation, any modifications or alterations to the path of travel from/to public transportation slid public rights-of-way, parking and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Constmction Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Improvements (without regard to the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection costs, trash removal costs, parking fees, after-hours utilities usage, and contractors' tees and general conditions; (vii) the cost of eable end other telecommunications lines installed as part of the Tenant Improvements, but specifically excluding ally costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (viii) plan check, permit Fees, license Fees, Title 24 fees and use taxes; and (Ix) the cast of installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor walls and materials to be installed on the second Flom-relating to the drywall and any finishes and hardware on the Premises side of such walls as designated by Landlord. 2.2 Payment of Excess Tenant Improvement Costs by Tenant. Prior to commencement of performance of the Tenant improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the entire Estimated Excess Tenant Improvement Cost (defined in Section 12.1 1 below). If at any tittle during the course of performance ofthe Tenant Improvements, Landlord in good Faith determines that the Excess Tenant Improvement Costs to be Incurred in connection with performance ofthe Tenant Improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section 2_2, then not later than three (3) business days fallowing Landlord's written request therefore, Tenant shall pay to Landlord in cash the amount of such excess. Any failure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2 below) within the time periods specified above shall be treated as failure to pay Rant when the same is due under the Lease, and notwithstanding anything in this Work Letter or the Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its performance ofthe Tenant Improvements until such time as Tenant complies with the requirements of this Section 2,2, (b) any delays associated with any such discontinuance shall be deemed Tenant Delays (mid shall not, in any case, Masticate Landlord Delays) and (c) Landlord shall not be liable to Tenant for any additional costs, lost profits, lost economic opportunities or any Ibrn or consequential damage which may result From ally such discontinuance by Landlord under this Section 2.2. 2.3 Disbursement; Reconciliation of Costs. Landlord shall have the right to disburse the Allowance Anwunt together with all Deposits previously made by Tenant (collectively, ilia "Tenant Credit Amount") for such Tenant Improvement Costs and in such order as Landlord shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (the '011 Cost Reconciliation") the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount. 2.3.1 If die T1 Cost Reconciliation indicates that the total 'tenant Improvement Costs incurred or disbursed by Landlord hereunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord. the annual of the excess within three (3) business days of Landlord's written request therefor. 23.2 If the TI Cost Reconciliation indicates that the Tenant C'redil Anmount exceeds the total Tenant Improvement Casts incuned or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at Landlord's election, coedit against Tenant's obligations to pay Rent next coming clue) the amount or such excess Deposits to Tenant, and (b) to the extent that the 'f1 Cost Reconciliation indicates that Allowance Amount exceeds the lolul Tenant Improvement Costs incurred cr disbursed by Landlord hereunder (nny such excess the "Unapplied Allowance Amount"). then Tenant shall have the right, exercisable on or before the first (I") ,anniversary ofthe Commencement Date to deliver a Disbursenmenl Request (together with all of tha other items described in Section 2.3.1 above) requesting: (i) disbursement of funds front the Unapplied Allowance Amount for (a) •Tenant Improvement Costs paid directly by Tenant; (ii) disbursement of up to $193210.00 (i.e., $10.00 per RSF in the Initial Promises) Ilium the Unapplied Allowance Amount for FF&E Costs (defined below) incurred by 'recent; and/or (iii) disbursement of up to $96,605.110 (i•e., $1.00 per RSF in the Initial Premises) from the Unapplied Allowance Amount Por Calling u Moving Costs (defiled below) incurred by Tenuno provided that, for the avoidance of doubt, Landlord shall have no obligation under this Section 2.3.2 c r otherwise to: (A) disburse any unwmmt in excess oFthe Unapplied Allowance Amount, (B) disburse more than the anount specified in clause (ii) above for Fr&E, Costs. (C) disburse more than the amount specified in clause (iii) above for Cabling and Moving Costs, (D) disburse any finds IPnm the Unappliccl Allowance Amount for which 'reliant first requosls disbursement on mafter the first anniversary of the Commencement Date. " FF&E Costs" means costs incurred by 'recant lin' lonflune, fixtures and equipment and cabling for the Premises, end "Cabling & Moving Costs" means costs incurred by Tenant I'or cabling installed in the Premises and or for Tenant's move into the Premises. 2.3.3 Notwithstanding anything to the contrary in this Work Letter for in any other provisions ul'this L.easc), if [he A[lowince Amount exceeds the total Tenant Improvement costs incurred or dishtused by Landlord hereunder plus any amounts disbursed to Tenant uncler Seclian 2.3.2 above, Tenant shall not be entitled to any crcdll against or obntemcnt of Rent. 811/ ll'Civie Center Ur—Ciq• nJ'5nnur Attu Lerrxa 2 Exhibit C SECTION 3 CONSTRUCTION; DELIVERY OF PREMISES; SUBSTANTIAL COMPLETION; PUNCH LIST" ITEMS 3.1 Permits, Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the appropriate governmental on cities and otherwise apply for all applicable building and other permits and approvals (collectively, °Permits") (if any) necessary or required (in Landlord's good faith discretion) For the Contractor to commence, perform and fully complete the consuuctlon of the Tenant Improvements, Neither Landlord nor any Landlord Party shell have any obligation or liability to Tenant if any Permit (including, without limitation, any building permit, certificate of occupancy, or equivalent) is not timely or otherwise issued. 3.2 Landlord's Selection mid Retention of the Constructor. 3.2.1 Landlord shall submit the Construction Drawings for the Premises on a fixed contract amount (or GMAX) basis• to a general contractor selected by Landlord (the "Contractor"), which Contractor shall be independently retained by Landlord (pursuant to such construction contract form as Landlord shall in good faith determine) to construct the Tenant Improvements in accordance with the Construction Drawings. Landlord reserves the right to designate the subcontractor or subcontractors to perform particular trades (or components of) the Tenant Improvements such its fire/life safety, HVAC. structural and electrical work. 3.2.2 Landlord reserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the Contractor for nonperformance (as determined in good faith by Landlord) slid is such case Landlord may select another general contractor to complete the Tenant Improvements. Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby waives all claims against Landlord, and Landlord shall have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of any Contractor (or any subcontractor thereof) for any reason. 3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2, the following shall apply: (a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 at seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. (b) Landlord shall require One Contractor to famish all subcontractors/employees a copy of the Department of Industrial Relations prevailing wage rates which Lessor will post at One job site. For farther information on prevailing wage: httn//www din en aov/dlsr/statistics research.hhnl (c) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) the payroll record keeping and nvailabi lily requirement of § 1776 of the Labor Code. (d) Landlord shall require the Contractar to (and to cause its subcontractors to Lessor/contractor to) make travel and subsistence payments to workers needed for performance of work in uccordance with One Labor Code. (e) Prior to commencement of work, Landlord shall require the Contractor to contact die Division of Apprenticeship Sumdads and comply with §1777.5, §1777.6, and § 1777.7 offhe Labor Code and Applicable Regulations. 3.3 Delivery of Premises; Substantial Completion Punch List Items. 33.1 Delivery of Premises. Landlord shall deliver the Premises to Tenant upon Substantial Completion or the Tenant Inysrovements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligations to perform (or cause to be performed) the Landlord's Work and to Construct (or cause to be constructed) the Tenant Improvements in accordance with the Construction Drawings) and to all of Landlord's other express obligations under the Lease (including, under Section 21 of the Lease), Landlord shall have no duly or obligation to improve, or pay for any improvement for, the Premises or any portion thereof and Tenant shall accept the same in its Tenant shall accept the Prennises in ds.then existing condition on the Delivery Date, "AS -IS", "WITHALL FAULTS". 3.3.2 Substantal Completion. For purposes or this [.ease, "Substantial Completion" shall occur upon (and the Prennises shall be "Substantially Complete" upon) the substantial completion of ounstr ction of the Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a "signoll'- on the building permit card by so inspector of the applicable governmental authority (typically the city in which the Building is located), with the exception of any Punch List Items (defined below) and any tenant fixtures. work-slations, built,m furniture, orcquipmenl to be installed by Telninl or under the supervision ot'Contactor. 3.3.3 Patch LIM Items. Afton the Substantial Completion by Landlord of the Tenant Improvements, representatives of Landlord,'fenant mid the Contractor shall completely Inspect the Promises and complete a list (die "Punch List') of all Punch List hems diLflied below). Authorized representatives or Landlord. Tenant and the Contractor shall execute said Punch List to indicate their approval thereof. Landlord shnli cause the Contractor to complete all Punch List Items described on the Puich List as soon as reasonably possible following the approval of such Punch List, As used herein, "Punch List Reins" means- all items of construction VVhlCIl entail one or more details of construction. decoration. mechanical adjustment lir installation that do not i nnerially and OCIM Sely affect the use and occupancy orally potion ol'the premise; tin, the normal conduct OrT'enants business. 861 11'Civie Center Or - C'iM nJ'.S'nnm: bm Lrase 3 Hi l it C 39.4 Assignment of Warranties. Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against Landlord refiling to, or arising out of the construction of, the Tenant Improvements, SECTION 4 TIME: DELAYS 4.1 Time. 4.1.1 Time or the Essence in This Work Letter. Unless otheiwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. In all instances where Tenant Is required to approve or deliver an item, F no written notice of approval is given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall commence. Except where specific time periods am specified herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or submission iu question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable diligence; provided, however, in no case shall such period ever be less than five (5) business days, 4.1 .2 Time Deadlines. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with Landlord, Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits, and to achieve Substantial Completion as soon as possible, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord. to discuss Landlord's progress in connection with the sane. 4.2 Delays. 4.2.1 Tenant Delayer, A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission orTetant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring Tenant's approvnl hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant; (d) any requirement orTenant 1'or materials, components, finishes or improvements which are not available within o commercially reasonable period, or which are different from, or not included in, the Building Standards; (e) changes to the Base Building and/or Building Systems required by the Final Space Plan, the Approved Woidng Drawings for any Changes); (f) any unreasonable interference by Tenant or any of Tenant's Agents with the performance of tlhe Tenant hnprovements; or (g) any other event specified In this Work Letter to be a Tenant Delay. 4.2.2 Landlord Delays. A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's failure (for tiny reason outer than a Tenant Delay or a Farce Majeure Delay) to approve any matter requiring Landlord's approval under this Work Letter within the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's employees, contractors or agents (except as otherwise allowed under this Work Letter) with "rennin's performance of any ofits obligations under this Work Letter; m• (c) any otter failure by Landlord, which pursuant to the tenths of this Work Letter is deemed a Landlord Delay. Notwithstanding any provision of this Work Letter to the contrary, in the event that Tenant claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the effectiveness of the claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the existence of the claimed Landlord Delay and the probable estimated duration of such claimed Landlord Delay. 4.29 Force Majeure Delays. A "Force Nlnjeure Delay" means any: (a) actual delay attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees oreither party hereto) other than any such disturbance caused by or related to nary deflult or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or contractors 6r claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage, blockade, or embargo, (c) actual delay attributable to lightning, earthquake, fro, storm, hurricane, tornado, flood, washout or explosion, or (d) actual delay Caused by governmental delay in the issuance of the Pewits not due to the fault or negligence Of'Tenant or any Tenant's Agents (irclainsed by Tenant) or gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (c) any delay due to any other similer cause heyond the reasonable control of' the party from wbom performance is required, and beyond the reasonable control of its contractors and representatives (including, without limitation, in the case of Tenant, the Tannin's Agents). Notwithstanding any provision of this Work Letter to the contrary, in tie event that Lilly party, claims that it has suffered a Force Majourc Delay, such party shall, ns a condition of the effectiveness of such Force Majeure Delay. within three (3) days ordiscovery, orthe source of such delay, notify the other pity hereto in writing of the existence ot'sach l7orce Majem•e Delay. the nature of the steps being taken by such party to minimize Stroh delay slid the probable estinated duration of such Force Majeure Delay, SECTION 5 CE NERAL PROVIS IONS 5.1 12corusenhriives. Tenant has designated DEBORAH SANCI-I Ii 2. ECONOMIC DEVI:iLOPMENI' SPECIALIST Ill ns its sole representative Willa respect to the matters set forth In this Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on behall'of the 'Tenant as required in this Work Letter, Lundkod has designated "Fed Bischak as its sole representative with respect to the msuurs set firth in this Work Letter who, until further notice to Truant. shall have fill authority and responsibility to act on behalf or the Landlord as mquiral in V4 Work Letter 5.2 Tenant's Entry into the promises Prior to Substantiol C'onudetlnn. P ovided that Tennnt and TennnCs Agents do not interfere in any respect with Contromor's work (or performance orlhe Tenant Improvements) in the Building and the Premises. Landlod shall allow "tenant reasonable access to the Premises at least thirty (30) clays prior to the Subsintlel Completion for the purpose of Tenant Insmilina over 801 WC'iric Cewe,-D, — Cull' ufSann Alia Lease 4 Ezh ibis C standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as permitted by the terms of this Section 5.2, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing mid purpose of Tenant's envy and the pm4icular Tenant's Agents involved, and a copy of any governmental permits and approvals required in connection therewith. Tenant shall indemnity, protect, defend and hold Landlord harmless from and against any Claims resulting in any way h'ont any such entry, 5.3 Tenant's Aeents and Construction Matters. Tenant's Architect, the Engineers (If any) and all subcontractors, laborers, materialmen, and supplier's retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around the Premises, Building and the Prqject in a harmonious relationship with all other subcontractors, laborers, materiolmen and suppliers at the Premises, Building and Project and, if required by Landlord, all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor in compliance with the master labor agreements existing between trade unions and the Southern California Chapter of the Associated General Contractors of America. Subject to the provisions of this Work Letter, Tenant shall: (a) timely pay in full all charges of each Tenant's Agents, (b) shall, on demand from Landlord, eliminate or record and satisfy in full all mechanics liens, stop notices as similar liens or encumbrances on the Building asserted or filed by any Tenant's Agent, (c) prior to any entry into the Building by Tenant or any Tenant's Agent, evidence, in form satisfactory to Landlord, compliance in fall with the insurance requirements set forth in Exhibit "C-2" attached hereto, and (d) indemnify, defend, protect and hold Landlord harmless front any Claims, Damages and Costs asserted against or incurred by Landlord in connection with the Construction Drawings, oily act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount arising out orthe design or construction of the Tenant Improvements. Tenant shall comply in full (and shall cause cacti of its Tenant's Agents to comply in frill) with such construction rules and regulations as Landlord shall adopt from time to time. 5.4 Tenant's Lease Defouif. Notwithstanding any provision to the contrary contained in this Lease, if an Event of Default, or a default by Tenant under this Work Letter, has occun'ed at any time on or before the Substantial Completion, then: (a) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (in which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any increased costs that result from any such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Work Leifer shall be suspended until such time as such default is erred pursuant to the terns or the Lease. 801 IV C h-10 Center Dr— Cit: afSurrta,d on Lease 5 BIntilt C s d d p S i I'1 *1 i dq d o I '$V♦" s—% Ali qrl it€'0P t �l �f+r "m is i e �s r y 1 1. IiC'` If lh}' +AIEr �. a¢ • f L § 1 j �z. i6++ "f3- • lie 9k�l ifl d-tt f ° yfi n t S tt i t A ri s q Kt + hitt i it °tj' Ykd !rs°4 fat{ f��t tl d IN ltr ! { s ,,� � F+� t ' r.11 d $a�1•i `sl P3 �i ' �1 r f j it t ]{f o t, P�f hstt 4t rl l.t tr, D m iZ Bt �, yy 'd.� `"�"- �i��4is iii lSl43 i'k:0i•tt°+1j.ff 1;oA; EPrI .. ^ 0 MRA d91" is�asr d Il k � 11 • r� -- i .I y, a tY t �-d•�"'•"'d' 'i I d d I g t• r t 1. tt<i -trl t. t I+ t III i rI t i t v r l r, t nl t i U s log Ing dam. sj flic i 71 log Ing dam. SCIMULl& "C -T' INSURANCE REQUIREMENTS General Coveraees• All of•Tenant's Agents 5112111 carry worker's compensation insurance covering all of tlwir respective employees, and shall also cavy public liability insurance, including property damage, till with limits, in form and with companies as are required to be carried by Tenant as set forth in Article 1 I of the Lease. Snceiol Coverages. The Tenant Improvements shall be insured by Tenant pursuant to Article I I of the Lease immediately upon completion thereat', All of Tenant's Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per incident, $2,000,000 in aggregate, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence, and workers' compensation as required by law, and in form and with companies as are required to be carried by Tenant as set forth in Article I I of the Lease. General Terms. Certificates for all insurance carried pursuant to this Schedule "C-2" shall be delivered to Landlord before any entry into die Project by Tenant or any Tenant's Agent, All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance, in the event that the Tenant Improvements ore damaged by any Tenant's Agents dining the course of the construction dnereof, Tenant shall immediately repair the sane at Tenant's sale cost and expense. Tenant's Agents shall maintain 2111 ofthe foregoing insurance coverage In force until the Tenant Improvements are fully completed and accepted by Landlord, All policies carried tinder Anis Schedule "C-2" shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the insoer against anyone insured thereunder, Such insurance shall provide that it is primary insurance as respects the Landlord and dint any other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder. The requirements of die foregoing insurance shall not derogate Rom the provisions for indemnification of Landlord by Tenant contained in this Work Latter, 801 IYC'Mtc'Cenrcr Ur—C'll��nfSnntlt; Lrn Lease I ScheduleC 2 EXITIRIT "R" RULES AND RrGULATIONS Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking Rides and the Rules orthe Site (Contractor's Work)). Landlord reserves the right at any time to change or rescind any one or more offhese Rules and Regulations,, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to lime be necessary for the management, safety, care and cleanliness of the Premises and the Project, and for the preservation of good order therein, as well as for the convenience of other Ocotrpanls and tenants therein. Landlord shall not be responsible to Tenant for the nonperformance of any or said Rules and Regulations by or otherwise with respect to fhe nets or omissions of any other tenants or occupants of the Project. Landlord may waive any one or more orlhese Rules and Regulations ffr'tile benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver ofsuch Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its occupancy of the Premises. In the case crony conflict between these Rules and Regulations and the Lease, the Lease shall control, I. GENERAL RULES I. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Project shall not be obstructed or used for Oily propose other than ingress and egress. 2. No awnings er other projection shall be attached to the outside walls of the Project without Landlord's prior written consent. J. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air into the balls, passageways or other public places in the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. Neither the interior nor the exterior of nny windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant desires window curtains, the sale nasi be of such uniform shape, color, material and make as may be prescribed by Landlord. al. Without Landlord's prior written consent (in its sale kind absolute discretion), no sign, advertisement, notice or video shall be exhibited, projected, displayed, painted or affixed by Tenant on any part of the Premises or Project so as to be seen from the outside of, its Premises. In the event of Tenant's violation of the foregoing, Landlord may remove the same without any liability and may charge the expense incurred in such removal to Tenant. All Building standard signs whether on doors, directory tablets or elsewhere, shall be inscribed, painted or affixed tar Tenant by Landlord at the expense of Landlord, and shall be of a size, color and style acceptable to Landlord, 5. The bulletin board or directory of the Project will be provided exclusively for the display of the name and location of Tenant only; and Landlord reserves the right to exclude any other names therefrom, and each and every name in addition to the name of Tenant placed upon such bulletin board or directory, shall be subject to Landlord's prior written consent (and if approved by Landlord, all costs therefor shall be paid by tenants). Any such listings Or representations, once installed, shall be subject to relocation or removal upon Landlord's written request ('or any reason (except shut any such relocations or icmovnls at Landlord's request, unless such request is based upon Tenant's breach of the Lease shall be paid for by Landlord), and Tenant shall pay for the removal of any such listings or representations upon its departure From Its Premises. 6. All doors opening onto public call idors shall be kept closed, except when being used for ingress and egress. 7. 'Penna, shall oat sure, paint, drill or bo'e into, cut or string wires in, lay linoleum or other floor coverings, in, or in any way deface any par[ of its Premises or [he Project except with Landlord's prior written consent and as Landlord may direct. 8. All keys shall be obtained front Landlord, No additional locks Or bolts of may kind shall be placed upon any of die doors or windows by Tenant, nor shall any changes be made in existing locks lir the mechanisms thereof. 'Tenant must, upon the termination of its tosancy, give to Landlord all keys pertaining to the Premises and the Project, and in the event of the loss of any keys so furnished, Tenant shall pay Landlord the cost ofmplacing same or chmiging the lock or locks opened by such lost key(s) il'Liindlord shall deep it necessary to make such change. 9. No window or oilier air conditioning or healing units or other similar appavtus shall be installed Or used by Tenant without Landlord's Prim - written consent. 10, The water and wash closets and other plumbing fixtures shall not be used Car any propose other than those for which they were constructed and no sweepings, rubbish, rags or other substances shall be thrown therein. Tenon agrees to prevent the overflow or release orwater firma bathroous or kitchens. including but not limited to toilets, sinks, kitchen appliances, slid other water receptacles. All damages resulting f-oni anv misuse of the fixtures by, or overflow or release of water caused by, Tenant lir its servants, employees. agents, visitors of licensees shall be borne by 'Tenant. 11, Tenant Ask: (a) clean and dry visible moisture un windows, walls, and other surfaces, including personal property as soon as possible. (b) regularly clean and sanitize kitchens and other surfaces where water, moisture condensation. mid retold can collect shall be regularly cleaned and sanitized and (c) limit [lie watering of ally indoor planls. 'Tenant Shull not obstruct lir impede fresh air supply to furnace, air conditioner or licntcr ducts. or regular nk flow and circulation throughout premises. Tenant shall report any of the following to Landlord tvitliiu furry -eight (48) hoas 011cr Tennnl first becomes aware of the sure: (i) non -working full, heater, air conditioner or ventilation systems; (ii) plumbing leaks. drips. sweating pipes. and/or wet spots: (iii) overlluws from bathroom, kitchen, or other facilities. including. 801 IVCh-ic Center Dr— Go' of Saetn Ann Leaw - I - [xhh h D but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles of water, especially in cases where the overflow may have permeated walls, floors, ceilings or fixtures; (iv) water intrusion into the Premises of any kind; (v) any mold M black or brown spots or moisture on surfaces inside the Premises; (vi) broken plumbing systems or standing water near structures within the Premises; and (vii) any odors consistent with moll) growth within the Premises. 12. All removals fionh, or carrying in or out of, the Project of any safes, freight, furniture, heavy or bulky matter of any description, must take place only prior to 7,00 A,M, and/or after 5:30 BM6 on days other than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord slid under the supervision of Londhord or its agent(s), and the persons employed by Tenant to perforin such work must be acceptable to Landlord. 'tenant shall be responsible for any damage to the Promises and Project caused by or resulting from any such activity. Landlord reserves the right to inspect all soles or other heavy or bulky equipment or articles to be brought into the Project and to exclude from the Project all such heavy or bulky equipment or articles, the weight of which may exceed the floor load For which the Project is designed, or such equipment or articles as may violate any of the provisions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises, even though its installution may have been permitted, which may cause any noise, on -jar, or tremor to the floors or walks, or which by Its weight might cause injury to the floor of the Project. 13. Neither Tenant nor its servants, employees, agents, visitors or licensees shall at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the conduct of Tenant's business. 14. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the Tenant's use of the Premises for the Permitted Use. Tenant shall not, without Landlord's prior written consent, occupy or permit any portion of the Premises to be occupied or used for the manufacture or sale of liquor or tobacco In any form, or as a barber or manicure shop. The Premises shall not be used for lodging or sleeping or for any intraoral or illegal purposes. 15. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighboring buildings or premises or those having business with it by the use of any musical instrument, radio, phonographs or unusual noise, or in any other way, Neither Tenant nor its servants, employees, agents, visitors or licensees shall throw anything out of doors, windows or skylights or down passageways or common corridors. 16. No bicycles, vehicles or animals of any kind shall be brought Into of kept in or about the Premises, and no cooking shall be done or permitted by in the Premises, except that the preparation of coffee, tea, hot chocolate and similar items fur Tenant, its employees and visitors shall be permitted provided such activities do not otherwise violate the Lease. Tenant shall not cause or permit any unusual or objectionable odors to be produced in or cmanate.from the Premises. 17. There shun not be used in any space, or in the elevators, common corridors or public halls of the building, any hind trucks except those equipped with rubber tires and side guards. 18, No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior wrhten consent. 19. No person shall be employed by Tenant to do janitorial, maintenance, construction or similar work in any part of the Project without Landlord's prior written consent, Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under the control and direction of Landlord or its agent m representative (but not as an agent or servant of Landlord) and Tenant shall be responsible for all acts of such persons. 20. Landlord shill have ilia right to prohibit any advertising by Tenant "Call, in Landlord's opinion, lends to impair the reputation of the Project or its desirability as an office building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such advertising. 21. Canvassing, soliciting and peddling are not permitted in the Project, and Tenant shall cooperate to prevent same, 22. Landlord reserves tine right to control access to the Project by all persons after reasonable hours or generally recognized business days and at all hours on Sunduys and legal holidays. Tenant shell be responsible for all persons for whom it requests aficr-horns access, and shall be liable to Landlord fur all acts and omissions of such persons. Landlord assumes no responsibility and shall not be liable for any damage resulting From the admission of any unauthorized person to the Project. 23. Landlord reserves the right to exclude or expel from to Project any person who, in do judgment of Lmncllord, is intoxicnted or under tie influence of liquor or drugs, or who shall in any manner do any act in violation of these Rules and Iteg rations. 24. 'I'enont shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Landlord or by applicable governmental agencies as nonsnnoldng mens, 25. foment Shull comply with all safety, fire protection and evacuation regulations established by Landlord mr city applicable go�Lrm ental ngeney. 26, Tenant assumes all risks f -mm thea or vandalism and agrees to keep the Premises locked as map be required. 11, PAI INC RULES. 301 II'C'irie Cnnrcr Dr— Cip q(Snnrn .Jan Leave -2- lishilut D The following parting rules and regulations ("Parking Rules") shall be in effect at the Project. Tenant shall comply with these Parking Rules in its use (and in the use of Its visitors, patrons and employees) of the Parking Feel lilies. I, Parking areas shall be used only for parking vehicles no larger than full size, passenger automobiles herein called "Permitted Size Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles," 2. 'tenant shall not permit or allow any vehicles that belong to or are controlled by 'tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. 3. Parking stickers, access cards or identification devices shall be the property of Landlord, and shall be returned to Landlord by the holder thereof upon termination of the holder's parking privileges. Tenant shall pay to Landlord refundable deposits on such devices as reasonably established by Landlord from time to time, Tenant will pay such replacement charge as is reasonably established by Landlord for the loss of such devices. 4. Landlord reserves the right to: (a) refuse the sale of monthly identification devices and/or parking access cards to any person or entity that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements and/or to (b) revoke the right of any such party (that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements) to use the Parking Facilities. 5, Landlord reserves the right to relocate all or a part of the parking spaces on the Project from one location on the Project to another and/or to reasonably adjacent ofi'sile location(s), and to reasonably allocate them between compact and standard size spaces, so long as the same complies with applicable laws, ordinances and regulations. 6. Users of the parking area will obey all posted signs and park only In the areas desigunled for vehicle parking. 7. Unless otherwise instructed, every person using the parking area -is required to park and lock his own vehicle. Landlord will not be responsible or liable to Tenant, its visitors or employees for any damage to vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area, 9, Parking validation, if established, will be permissible only by such method or methods as Landlord and/or its licensee may establish at rates generally applicable. 9. The Parking Facilities shall be used only for parking Permitted Size Vehicles. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or common areas of the Project Is prohibited. Tenant shall have no right to install any fixtures, equipment or personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alteration to the Parking Facilities. 10. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable parking rules, regulations, laws and agreements (including, without limitation, these Parking Rules). 11. Such parking use as is herein provided is intended only as a license and no bailment is intended or shall be created hereby. 12. In no event shall Tenant or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor parking zones. 13. Tenant shall, upon request of Landlord from time to time, furnish Landlord with a list of the names of its (and its Transferee's) employees and vehicle license plate number. 14. Persons using the Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise pasted, in no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no vehicles shall be parked in areas which are posted or marked as "no parking" or on ramps, driveways and nisles. Only one (1) Permitted Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with the use and enjoyment of the Parking Facilities by othertenants of the Building or their employees or invitees, IS. Should any parking spaces of privileges be alloued by Landlord orTenant, efther on a reserved or unreserved basis, Tenant shall not assign or sublet any of those spaces, either voluntarily or by operation of law, without the prior written consent or Landlord, except in connection With an authorized assignment or this Lease or subletting of the Premises. 16. Tenant agrees (a notify its employees and visitors lend its Transferees) orthe requirements of these Peking Rules as the sonic are modified ifrom time to time, and assumes responsibility for compliance by its employees and visitors (and its Transferees, and their employees and visitors) with these Parking Rules as the same are modified Front lire to thou. Tenant authorizes Landlord to NOW away from the Building and/or Parking Facilities any vehicle parked in violation of these Parking Rules, and/or to attach violation stickers or notices to those vehicles. III. RULES OF THE SITE (CONTRACTOR'S WORK). 'the following rules and regulations shall apply to uny work perlarnied to the Project by or under the direction of Tennnl or any other Tenant Party. Before commencement of any such yolk, renan shall deliver to Lundlorcl n copy of these Rules or the Site (Contractor's Work) executed by the conticetuns) performing such work. L The following Rules of the Site for Contractor's svorlk ("Rules of' the Site') 511111 govern the Operation of Contractor and Connector's subcontractors, The terms "Owner" and "Owner's Represenmtivc" are the same fur purposes orthis document (and where used, refer to the Landlord). 301 IPCklc Center Dr—Clot nJ'Srrnm Ann Lease ExhibitD 2. Within a reasonable lime prior to the start crony on-site work, delivery of materials, equipment, or personnel, Contractor will submit to Owner the following: A- A complete set of drawings approved by Owner and subsequently by the City iu which the Building is located. B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request), C- Certificate or Insurance in a form approved by Owner executed by Insurance companies acceptable to Owner. D- A tally executed Notification -Rules for Contractors (To Be Provided by Owner Upon Request), E- A job schedule of the work to be accomplished, detailed by trade, F- A complete list or all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before commencement of their work. G- The Marne and phone number (Including emergency phone numbers) orpersonnel who are authorized to represent the Contractor. 3. No revisions or changes of any kind may be made to the construction plans previously approved by Owner without prior written consent of the Owner. Any proposed revisions or changes must be submitted to Owner in the form of a change order, for Owner's review and approval prior to commencement of such changes. Revisions or changes altering the floor plan, base building systems, or building operations must be submitted, in writing, tattle Owner Far review and approval prior to commencement of work. C All of Contractor's work must be scheduled so that it in no way conflicts with, interferes with, or impedes the quiet and peaceful enjoyment of other tenants at- occupants of the Project, or with the progress of Owner's work or operations. Any work that is in con Met will be rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such rescheduling. 5. Contractor and subcontractors shall employ persons and means for the orderly progress of the work without interruption on account of strikes, work stoppages or similar causes of delay, Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such delays. 6. Materials and tool storage will be limited to the areas iron which access has been granted. 7. Clenn-up and rubbish removal shall be provided by the Contractor at Contractor's expense, Contractor must, oil a daily basis, remove all rubbish, surplus kind waste material resulting from the performance of his work. At the request of Owner, Contractor shall relocate any materials causing au obstruction as directed by Owner. Contractor will not be allowed to place a dumpster on site on a continuous basis during construction, Important note: The placement and location orrubbish dmmpsters and bins must be approved in advance by Owner. 8. In general, Owner will interface with Contractor to the extent necessary for work to be completed within the guidelines of project specifications and for the enforcement ofbuilding rules and regulations. 9. Connector will make arrangements far unloading, trash removal and hoisting utter nonan working hours due to the local city noise ordinance. (No such activity will be allowed between the hours of 10:00 p.m, to 7:00 a.m.) At no time will the Contractor be given exclusive reserved use of the freight elevator unless applied For by Contractor and approved by Owner. Connector may be afforded access to loading clock space and hoisting facilities For limited use at stitch time during normal working hours as is prearranged with Owner, or at other times, with the consent of Deaner and upon payment orOwner's prevailing free for after-hours use and access, 10. Contractor will be afforded unIend ing areas as prearranged with Owner, All materlit[ s onIand oil at these areas will be moved to an area ul' use immediately and shall not be stored or used in a way which adversely impacts use ofill e Building. 11. Contactor (and Temnll) will be responsible for the security of its own materials, equipment and work, and that of his subcontractors. Contractor will also be responsible for damage caused by Contractor or its subcontractors to the Project, Building and/or tenant areas, including, but not limited to the loading dock and indoor anti outdoor public areas, freight elevnios, etc. Any such damages will be promptly repaired to the Owner's satisfaction at sole cost of Contractor. 12, Contractor will comply with all applicable codes, Imus and regulations pertaining to the work of Contraclo', including all saltily, and health regulations. 'fie Contractor shall supply the Owno with a Master List of all Hazardous Materials and their Material Safety Data Sheers (MSM) upon delivery to lhe,job site. A discussion will than ensue pertaining to the sure storage, handling and use ol'[hese mnleritds, as well as the Contractor's emergency preparedness plan liar handling the conainnrent and clean-up of potential 1-1114arelous Material spills, 13. Contractor will not engage in any Inbor practice that may delay or otherwise hornet the workof Owncr or any other contractor. 14. No base building systems will be turned off or disengaged by C'untractoor any s ibconuaclur without prior written approval and supervision by a repr�senlativc ofOwnm a' its ngenl. Said systems include but are not limited to sprinklers. electrical circuits, air -handling units, seance head., and water supply. Building electrical power Shut -downs tine allowed, with the prior written consent ol'Owner. on Saturdays between 10:00 p.m. and 5;00 a.m. only, A request ror approval shall be made to the Property Manager at least ten ( 10) days in advance. 80/ WCirie Cenhrr Ur—Citi- of.SarwaAna Geese -4- Eixhilan U 15. Doors to all work areas, Including stairwells and mechanical and electrical closets, will remain closed at all time. Propping doors open is expressly prohibited. IG. All Contractor and subcontractor personnel, materials, tools and equipment are to enter and exit the Building through the service elevator only, Owner may at any time initiate a check in/check out system, or a badge system, for all people and material in the Building and the Contractor will agree to cooperate with any such system. 17. Before ordering material or doing work which is dependent upon proper size or installation, the Contractor shall field verify all dimensions for accessibility with building conditions, and shall be responsible for same. 18. Connector shall not permitted may identifying signage or advertising within the Project or Building. 19, During construction, Contractor shall maintain supervisory personnel on the site at oil times. Such personnel shall be fully authorized to coordinate, respond rot, and authorize Contractor's work as necessary so as to enable all wm9< to proceed in a timely and well -ordered fashion. Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perform any work, Contractor shall reimburse Owner for the expense of such personnel. 20. Contractor shall be responsible for the protection of Its work and the area adjacent to his work, 21, Contractor will ensure that all stairwells, mechanical rooms, electrical and telephone closets, etc, accessed by Connector or subcontractors in conjunction with Contractor's work, will be cleaned and lice of debris nightly. 22. Public areas adjacent to premises where Contractor's work is being performed shall remain free of debris and materials at all times. 23. Contractor shall be responsible for all his actions on site as well as those of its subcontractors, and shall indemnify, defend and hold harmless the Owner and the other Owner Parties from and against any and all claims, losses, or damages, threatened or incurred, arising From the actions or omissions of Contractor or its subcontractors. 24. If keys are required by contractors, they must be checked out from the Property Management Office. No key will be distributed if proper identification is not provided. 25. No cutting or patching of Owner's premises or installations, or those of any Building occupant, shall be permitted without the prior written consent of Owner. Request for permission to do cutting shalt include explicit details and description of work and shall not under any circumstances diminish the snectural integrity of the Building or the integrity of any of components or systems. The work is to be done only with ore explicit written permission of the Property Manager, and only on an "Off -Hours" basis. Such work is to be done only under the direct supervision of a competent member of the Contractor staff. Any such area is to be promptly repaired and returned to a fully functioning, complete, and clean condition. 20. All work is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made available by Owner upon rattiest). It is the responsibility or the Contractor to be filly knowledgeable of the Base. Building Drawings and Specifications. 27. All Life Satety Systems for the Building are to be maintained, and all of the Tenam's work is to be properly interfaced with and connected to the Base Building systems as required by Laws, or by Building operation. All work is to be done in such a way as to protect all Base Building operations and warranties. Any required disconnection of life safety devices should be "foreseen" and the Property Management Office must be notified at least 24 hours in advance. Costs for raise fire alarms due to contractors` or subcontractors' negligence will be billed to and paid by the Contractor. All life -safety systems testing must be performed on an "after-hours" basis and coordinated with die Building Manager. 28. When work is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may include, but are not necessarily limited to the following: A - overtime or after-hours elevator usage B - utility usage for construction activities beyond standard power coli water used in connection with general office uses C - extra and continuous clean-up of elevators and public spaces as required due to construction activity; Contractor to provide the usual protection of existing improvements, and exercise care and good sense D - extended or atter-hours use of the loading dock 29, fn addition to cleaning requirements described above, Contractor shall, in preparation for substantial completion or occupancy of the prgject by Tenant, perform final cleaning of Contractor's Work, 30. When Contractor takes over tin area fionn the Owner, before commencing work Contractor shall ascertain that the aren is in a safe and sanitary condition, and mainmin the area as necessary (at its sole cost still expense) in a snfe and sanitary condition and to a standard meeting all applicable laws and regulations. 31. Owner requires ,nob progress meetings. The Contractor will attend with a representative authorized to speak and act on the Coilunetor's behalf: Additionally. the Contractor shall notify the Owner of scheduled prog,ress meetings. 801 LY 014C Center Or—Cit i+ of sanitr Ann I ons¢ -5- Exhihlr D 32. All work or on -slue activity during non -normal working hours will be coordinated in advance with Owner. 33. At no time will Contractor perform activities on the Project without the proper insurance in force. 34. No radlos or Other audio devices are allowed. 35. Failure to perform work in a manner consistent with the above stated Rules of the Site may result in immediate work stoppage by Owner. Owner shall have no liability for any costs or expenses incurred by Con wactor or any subcontractors (or Tenant) in connection with or as a result of such work stoppage. 36. The Rules of the Site may be amended or revised at any time to fit the situation at the time. The amended or revised Rules of the Site shall became effective upon delivery to Contractor or publication by posting nt the project site, whichever is earlier. 37. General contractor and subcontractors' vehicles parking must be in areas designated by the Building Manager at the Contractor's expense. Acknowledged and Agreed By: Date: d'Ol O'Cirle Censer Dr -0,), ofSmrta.4m, Leave -6- Gzhibit D EXHIBIT „E„ ADDITIONAL RENT Definitions, 1.I "Base Year" means the calendar year specified in Item 5.1 of the Basic Lease Provisions, 1.2 "Expense Year" means ench calendar year in which any portion of the Term or this Lease falls, through and including the calendar year in which the Term of this Lease expires. 1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governmental or quasi -governmental ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer orany and every type, kind, category or nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar impositions imposed in lieu or substitution (partially or totally) of the sane including, without limitation, all taxes, assessments, levies, charges or impositions: (a) on any interest of Landlord or any mortgagee of Landlord In the Project, the Building, die Premises or in this Lease, or on the occupancy or use of space in the Project, the Building or the Premises; (b) (c) on any transit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, arts charges, parks charges, housing fund charges; (d) imposed for street, refuse, police, sidewalks, fire protection and/or similar services and/or maintenance, whether previously provided without charge or for a different charge, whether provided by governmental agencies or private parties, and whether charged directly or indirectly through a funding mechanism designed to enhance or augment benefits aid/or services provided by governmental or quasi -governmental agencies; (e) on any possessory taxes charged or levied in lieu of real estate taxes; and (f) any costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, appealing or otherwise attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes all Income taxes, capital stock, inheritance, estate, gifl, or any other taxes imposed upon or measured by Landlord's gross income or profits unless die same is specifically included within tike definition of Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes. 1.4 "Operating Expenses" means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or incurred by or on behalf of Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration, management, replacement or repair of the Project: (a) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by Landlord from time to time, and any deductibles thereunder actually paid by Landlord with respect to the Project. (b) Salaries, wages and other amounts paid or payable for personnel (including, without limitation, the Project manager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) involved in the maintenance and operation of the Building or the Project, including contributions and premiums towards fringe benefits, unannployment taxes and insurance, social security nixes, disability and worker's compensation insurance, pension plan contributions and similar premiums and contributions which may be levied on such salaries, wages, compensation and benefits and the total charges of any independent contractors or property managers engaged in the operation, repair, care, maintenance and cleaning crony portion of the Building or the Project. (c) Cleaning expenses, including without limitation,janitcrial services, window cleaning, and garbage and refuse removal. (d) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hardscape. (e) -file cost orproviding fuel, gas, electricity, water, sewer, tcicphone, steam and other utility services. (f) The cost of maintaining, operating, requiring, renovating, managing, repairing and replacing components oPequipmcnt or machinery, including, without foliation, heating, re6igeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts with respect thereon. (g) The costs of providing access control services for, and supervision ill; the Project. (h) Rental. supplies and other costs with respect to the operation ofthe management office for [lie Building. (i) All cost and fees for licenses, certificates, permits and inspections, and the cost incurred in coviection with the inlplemenintic n ofa transportation system management program or similar program, (i) The cost of replacement repair, acquisition, installation and modification of: (A) carpeting and wall coverings, ceiling systems and fixtures in the Common Arens, and other furnishings in the Common Areas, (B) materials, tools, supplies and equipment purchased by Landlord which are used in the maintennnec, operation and repair of the Project, and (C) any other form or improvements, additions, repairs, or replacements to the Project or the systems. equipment or machinery operated or used in connection with the Project; provided. however, that nvith respect to the items described in clauses (A), (B) and (C) above which constitute a capital item, addition, repair or improvement (collectively "Cnpital Items") under sound accounting and property management principles consistently applied and dctemnined by Landlord. ill each case the cost of such Capital hent:: shall he amortized (with interest at the Interest Rule) over the uscrul life, (the "Useful Life") of such Capital Rena, as detennincd by the Landlord in nCCerinllCC with sound accounting and property management principles consistently applied or such olher period as shall be consistent with Institutional Owner practices. (k) Attorneys% accountants` and consultants' fees and expenses in connection with the niunoganent, operation, ad min isu'alion. nn a1ntell all and repair of the Project, including, but not limited to, such expenses that relate to seeking or obtaining reductions int or 8011V Clvlc [renter Dr—Ci(1' nJ*Suma Ann Lease - - Exhibit C refunds of Property Taxes, or components thereof, or the costs of contesting the validity of applicability of any governments enactments which may affect Operating Expenses. (1) Pees for the administration and management of the Project in or amount ecptal to three percent (3%) or the gross revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual basis), without regard to Whether actual fees so paid me greeter or less than such amount. (m) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance, administration or operation of the Building or the Project, (n) Fees for local civic organizations and dues For professional trade associations. (o) Payments under any covenants, conditions and restrictions pertaining to tate Project or any easement, license or operating agreement ar similar instrument which affects the Project, (p) Costs and expenses of investigating, testing, documenting, monitoring, responding to, abating and remediating Hazardous Materials, outer than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective Date) to require abatement and/or remediation tinder applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Parking Facilities of the Project, Including, without limitation, the resurfacing, reslriping and cleaning of such facilities. (r) Any costs, fees, amounts, disbursements and expenses which are generally included in Operating Expenses under Institutional Owner Practices, 1.5 The following costs and expenses shall be excluded from Operating Expenses: (a) expenses relating to leasing space in the Project (including tennot improvements, leasing and brokerage commissions and advertising expenses); (b) legal fees and disbursements incurred for collection of tenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building; (c) Capital Items unless specifically permitted by Section 1.4 of this Exhibit "E' pmts (a) through (r), inclusive; (d) Property Taxes; (e) amounts received by Landlord on account of proceeds of Insurance to the extent the proceeds are reimbursement for expenses which were previously included in Operating Expenses; (0 except to the extent specifically provided in Section IA oflhis Exhibit "E" parts (a) through (r), inclusive, depreciation or payments of principal and interest on any mortgages upon the Project; (g) payments of ground rent pursuant to any ground lease covering the Project; (h) subject to Section 2.1 of this Exhibit "T the costs of gas, steam or other fuel; operation of elevators and security systems; heating, cooling, air conditioning and ventilating; chilled water, hot and cold domestic water, sewer and other utilities or any other service wort: or facility, or level or amount thereof, provided to any other tenant or occupant in the Project which either (a) is not required to be supplied or furnished by landlord to 'tenant under the provisions ol'this Lease or (b) is Supplied or furnished to Tenant pursuant to the teens of this Lease with separate or additional charge; 0) the cost of the Landfill d's Work; and (j) any cost expressly excluded from Operating Expenses iv an express provision contained in this Lease. 1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses Mineable hereunder to such Expense Year over Operating Expenses allocable hereunder to the Base Year. 1.7 "Excess Property Taxes" means, with respect to any Expense Year, the positive excess, i1' any. of the Property Taxes allocable hereunder to such Expense Year over the Property Taxes allocable hereunder to the Brise Year. I'S "Tenant's Percentage Share" means the percentage set forth in Item 5.2 of the Basic Lease Provisions_ provided, however, that Landlord reserves the right limn time to time during the Term of [his Lease to recalculate 'tenant's Percentage Share, in which case Tenant's Percentage Share shall be calculated by dividing the nwnber ofsquare feet of Rentable Arca in [he Premises by the number oFsquare feet of Rentable Alva in the Project, and expressing such quotient in the form of a percentage. Calculation Methods and Adjustments. 2.1 "the vm•iablc components of Operating Expenses ("YarioNe Expenses') Iln all or any portion orally Expense Year (including the Base Year) during which actual occupancy of the Project is less then one hundred percent (100'%) ol'the Remail le Area of the Project shell be adjusted by Landlord, as determined in good faith by Landlord applying sound accounting and property management principles (and the provisions 801 II'Clric Center Ur— C'i!r n/'S'nnrrr Amu Lerere Exhibit L of this Lease) to reflect one hundred percent (100°/x) occupancy of the Rentable Area of the Project during such period. If during all or any part of any Expense Year, including the Base Year, Landlord does not provide any purlieu Inr item of benefit, work or service (the cost of which Is a Variable Expense) to pardons of the Project due to the fact that such item of benefrl, work or service is not required or desired by the tenant of such space, or such tenant is itself obtaining and providing such hent of benefit, work or service, or for any other reason, then for purposes of computing Variable Expenses for such Expense Year, Operating Expenses, as applicable, shall be increased by an amount equal to die additional Variable Expenses which would have been paid or incurred by Landlord during such period Wit had furnished such item of benefit, work or service to such portions of the Project. 2.2 Subject to the provisions of this Section 2 of this Exhibit "E", all calculations, determinations, allocations and decisions to be made hereunder with respect to Operating Expenses and Property Taxes shall be made in accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices. Landlord shall have the right to equitably allocate some or all of Operating Expenses among pmticular classes or groups of tenants iu the Building (for example, retail tenants) to reflect Landlord's good faith determination that measurably different amounts or types of services, work or benefits associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, m' credits (collectively, "Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord in a particular year shall be deducted from Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or benefits (i) not provided following the Base Year, (ii) incurred due to circumstances not applicable following the Base Year or due to market -wide labor -rate increases in Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate increases due to extraordinary circumstances, and (iii) amortized costs relating to capital improvements. 2.3 If any Property Tax Reduction (defined below) applies with respect to mry Expense Year (other than the Base Year), then for purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Buse Year shall be reduced by an amount equal to the corresponding Base Year Tax Reduction. A "Property Tax Reduction" means, with respect to any Expense Year (other than the Base Year) the amount (if any) by which Property Taxes are reduced as a result of any reassessment or under or as a result of application or operation of Proposition 8 or any other similar governmental act or Law. A "Base Year Tax Reduction" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to the Property Tax Reduction, minus, in the case of mry Expense Year after the first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have Increased (following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (m' any substitute therefor hereafter adopted). 2.4 As of• the date of [his Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and Property Taxes for the Project, If the Project at any time contains more than one building (or one or more tax parcels), Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising the Project among the Building mud some or all of the other buildings of the Project. In such event, Landlord shall reasonably determine a method of allocating such Operating Expenses and/or Property Taxes attributable to the Building (or tie tax parcel on which the Building is located) and/or such other building(s) (or such other tax parcel(s)) of [he Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Tenant shall be responsible for paying its proportionate share of such Operating Expense unci/or Property 'faxes which are ullocnted to the Building (or the tax parcel oil which it is located), Landlord shall also have the right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating Expenses and Property Taxes based solely on die Operating Expense and Property Taxes for the Building (and the tax parcel on which it is located). 3. Payment Procedure: Eslimntes. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year. On nr before the first day of each calendar month during suoh Expense Year, Tenant shall pay to Landlord one -twelfth (1/12th) of such estimated amounts; provided, however, that, not more alien than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this Section 3 of [his Exhibit "E" by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shall endeavor to deliver to Tenant within one hundred Fifty (150) days after the close of each Expense Year or as soon thereafter as is practicable, a statement of that year's Property Taxes, Operating Expenses, and the amnuut of Section 4.2 Additional Rent for such Expense Year, urs determined by Landlord (the "Landlord's Statement"), and such Landlord's Statement shall he binding upon Landlord and Tenant, except as provided in action rl of this Exhibit "E". if the Landlord's Smtcmcnt indicates that (or if it is finally determined pursuant to Section 4 of this Exhibit "E" dint) the amount of Section 4.2 Additional Rent payable with respect ler any Expense Year: (a) is noose then the estimated payments Of Section 4.2 Additional Rent made by "tenant with respect to such Expense Yea', 'relent, shall pay the deficiency to Landlord upon receipt of Landlord's Statement or (b) is less than the estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, such excess payments shall be credited against Real next payable by Tenant under this Lease (or, ifthe'Terrm of this Lease has expired, shall be frill to Tenant). Amounts payable by Tenant as Section 4.2 Additional Rent with respect to illy Expense Year that Includes less than an entire calendar your shall be prorated on the basis that toe number of clays in such Expense Year {nears to 305. The expiration or early termination of this Lease shall not affect the obi igntions of Landlord and Tenant pursuant to this Section 3 of this Exhibit "E" to be performed atter such expiration or early termination. 4, Review or Landlord's Statemeu L. Provided that Tenant is nal then in default with respect to its obligations tinder this Lease and provided further that Tenant strictly complies with the provisions of this Section 4 of this Exhibit •'E", Tenant shall have the right, it Tenant's sole cost and expense, to reasonably review Landlord's supporting books and records (at Landlord's manager's corporate Offices) for ally portion oflhe Properly Taxes or Opernting Expenses for a particular Expense Year covered by Landlords Statement, in accordance with the procedures set forth in this Section 4 of this Exhibit "E Tenant shall. within sixty (00) days after nuv such Landlord's Statement is delivered to Tenant, deliver it written notice (a "Dispute Notice") to landlord specifying [he item described in the Landlord's .Statement that ave claimed to be incorrect and Tenant shall sinwitnhcously pay to L.nndlord oil mnounts specified in the applicable Landlord's StatenienL (to the extent not previously pull). The right of-I'ennut under [his Section 4 of this Exhibit "F:' may only be exercised once for each Expense Year covered by any Landlord's Smtenhenl, and iI—tenant (nils to deliver a Uispu[e Notice within the sixty (00) day period described above or fails to meet any of the other above conditions or exercise of such right. the right al Tcnant to audit it particular Landlord's Statement (and it Of Tenant's rights to make any claim relating thereto) under this Section 4 761 W'C'ft•/c L'anrm•Ur•—L'iry of'3aanr rt,cru Lenh'e -3- Exhibit f of this Exhibit V' shall autonsaliCal ly be deemed waived by Tenant. Any review of records under this Section 4 of this Ex ' it "'T shall beat the sole expense of Tenant, shall be conducted by independent certified public accountants of national standing which are not compensated on a contingency fee or similar basis relating to the results of such audit and shall be completed within sixty (GO) days offer Landlord provides Tenant with access to Landlord's supporting books and records. Tenant acknowledges and agrees dist any records of Landlord reviewed under this Section 4 of this Exhibit "E" (and the information contained therein) constitute confidential information of Landlord, which shall not be disclosed other than to Tenant's accountants performing the review and principals of Tenant who receive the results of the review. If Landlord disagrees with Tenant's contention that an error exists with respect to the Landlord's Statement in dispute, Landlord shall have the right to cause another review of that portion of Landlord's Statement to be made by a firm of independent certified public accountants of national standing selected by Landlord ("Landlord's Accountant"), In the event of a disagreement between the two accounting firms, the review of' Landlord's Accountant shall be deemed to be correct and shall be conclusively binding on both Landlord and Tenant. In the event that it is linally determined pursuant to this Section 4 of this Exhibit "E" that a particular Landlord's Statement overstated Operating Expenses and Property Taxes with respect to the applicable Expense Year by more than ten percent (10%), Landlord shall reimburse Tenant for the reasonable Cost of Tenant's accountant. In all other cases, Tenant shall be liable i'or Landlord's Accountant's actual fees and expenses. 901 WCivir njSnnm Aaa Lease -A- (Exhibit I EX1d ]BIT "F" SERVICES AND UTILITIES The services and utilities to be provided by Landlord are as follows: Elevator Service Non-altendedautonntioelevatorservice. 2 IIVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable thereto, Ii VAC to the Premises during Business Hours (defined below), which in Landlord's good faith judgment, is required for the comfortable use and occupancy of the Premises for general office use. After Hours HVAC (defined below) may be provided to the Premises upon request by'renant. Tenant shell pay to Landlord the After Flours HVAC Rate (defined below) for all After Hours HVAC that is so requested by'fenant within ten (10) days of receipt of Landlord's reasonably detailed bill therefor. 'tenant shall be responsible for and shall pay to Landlord any additional costs incurred by Landlord because of the failure of the HVAC system to perform its fimction due to: (a) arrangement of partitioning in the Premises or changes m, alterntians thereto, (b) any use by Tenant in any portion of the Premises of heat -generating machinery or equipment other than normal office equipment, or (c) any occupancy of any portion of the Premises at densities above customary general office levels. "Business Hours" means 6:00 AM. to 6:00 P.M. Monday through Friday, and upon Tenant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date of observation of any Holiday (defined below). "Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmas Day, and at Landlord's discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Owner Practices. "After Homs HVAC" means any MVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Hours. The "After Flours HVAC Rate" meons the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of the Effective Date is $65.00 per zone (or partial zone), per hour (or partial hour), subject to a two (2) hour minimum. Electricity. 3.1 At all reasonable times, electric current as required for Building Standard lighting and fractional horsepower office machines and adequate electrical facilities for connection to the lighting fixtures and incidental use equipment of Tenant; provided that Tenant shall be responsible for distribution of electrical power f-om the electrical panels located on the floor(s) of the building on which the Premises is located. Subject to Section 3.3 or this Exhibit "F": (a) the electricity so furnished for Tenant's incidental use equipment to be at n nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such equipment to require a current capacity exceeding twenty (20) amperes and (b) the electricity so furnished for Tenant's fighting to be at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such lighting to require a current capacity exceeding twenty (20) amperes. 3.2 Notwithstanding any provision of this Lease to the contrary: (a) 'Tenant covenants that its use of electric current shall never exceed the capacity of the feeders, risers of electrical installations of the Building or (lie Project, (b) the total connected electrical load for Tenant's incidental use equipment within the Premises shut] in no case exceed Landlor'd's per usable square foot standard, and (c) the total connected electrical load for Tenant's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square foot standard. In addition, if Tenant's actual consumption of electrical power in the Premises, as determined in good faith by Landlord pursuant to such measurement method or methods as Landlord shall employ fi tan time to time (including, withoutlinlitotion, the use ofsubmeters and/ora pulse meters, electrical surveys and/or engineer's estimates) exceeds the Electrical Power Consumption Threshold (defined below), Tenant shall pay to Landlord, as Additional Rent in addition to those costs otherwise payable by Tenant pursuant to Article 4 the sum of: (i) Landlord's actual direct and indirect costs of supplying such excess consumption, including, without limitation, all taxes thereon, and the cost of additional wenn on Building Systems resulting From such excess consumption, (ii) all of Landlord's costs of monitoring and measuring such excess consumption and (iii) Landlord's reasonable administration fee thereon, The "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, the Landlord's nondiscriminatory per usable square foot standard for electrical consumption (which is intended to represent the average rate of consumption (a kW per usable square foot basis) during Business }fours, of an average general office tenant ofthe Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any lighting, computers, word processors, electronic data processing equipment or other type of equipment or machines which (a) will require a voltage other than a nominal 120 volts or require a current capacity exceeding twenty (20) amperes m (b) will incrense Tenant's use of elechic current in excess of that which Landlord is obligated to provide pursuant to this Section 3 of this Exhibit `I'" ("Excess Electrical Requirements"), If Tenant shall require or utilize Excess Electrical Requirements or electric current which may disrupt the provision orelectrical service to other tenants in the Building or [lie Project, Landlord, at its election: (i) may refuse to grant its consent or (ii) may condition its consent upon Tenant's payunent in advance of Landlord's total direct and indirect cost (including, without limitation, a reasonable arlministmlion ICO) of designing, installing, maintaining and providing any additional facilities determined by Landlord to be required to satisfy such Excess Electrical Requirements (or otherwise related to the additional wear on Building Systems associated (herewith). If Tenant's increased electrical requirements will materially affect tine tempentlure levet in the Premises or in the Building, Landlord's consent may be conditioned upon Tenan Cs payment of all direct and indirect costs of installation and operation orally machinery or equipment necessary to restore the temperature level to that otherwise required to be provider) by Landlord, including, but not limited to, the cost of niodi fications to the Building Systenns mad increased wear and tear on ex Ist ing IIVAC Oct 11 ipnnen1. Landlord shall not, in any, way, be liable or responsible to Tennnt for any loss or damage or expense which Tenant muy incur of sustain if. for any reasons beyond Landlord's reasonable control, either the quantify or chnracter of elec a is service is changed of is no longer available or suitable loot Tenant's requirements, Poattar. City water Ibr drinking and rest room purposes. 5 Janitorial Service. .Janitorial and cleaning services, live (5) days per beck (excepting Holidays). eontbrnhing to the Project standards in effect tom lino to time:, provided that Landlord shall have no obligation to provide such scrviccs to nny portions oFthe Premises that are not used exclusively for general office purposes. In all events, Tenant shall lilt), to Lendlorcl the cost ol'remov:d of Tents refuse and rubbish, to the extent that the some exceeds the rellue and rubbish intendant to normal office LIS89C and/or In the extent that Tenant fails to keep the Promises in reasonable order. 861 rl10,1c Center Dr—Cin,, ajSanta Ana Lease - I • Exhibit F Any amounts which Tenant is required to pay to I..andiord pursuant to this Exhibit "F"" (and/or for any services provided to Tenant in addition to those Landlord is required to provide under this Sxhi 't "F" without additional charge) shall be payable upon demand by Landlord and shnll constitute Additional Rent. From time to time during the Term, landlord shall have the right to modify the services provided to Tenant hereunder; provided that the services provided, as so modified, sre consistent with Institutional Owner Practices. Tenant recognizes that any access control services provided by Landlord at the Project are for the protection of Landlord's properly, mid under no circumstances shall Landlord be responsible for (and Tenant waives any rights with respect m) providing security or other protection forTenant or its employees, invitees or property in or about the Premises or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's HVAC system to maintain temperatures that may be required for operation of any computer, data processing or other special equipment or occupancy of the Premises at densities above customary general oRice levels. 801 N'Clvie Center Or—Clrr u/'Smnn �4rn /.ease -?- Exhihit f EXHIBIT "G" INSURANCE REQUIREMENTS Policies. 1.1 Propmdv Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense, "All - Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred percent (100°/a) of replacement cost covering: (a) all Leasehold Improvements (b) all floor and wall coverings; and (c) kill Tenant's Personal Property Ili or about the Premises olid Project. The proceeds of such insurance Shall be used for the repair and replacement of the property so insured, except that if not so applied or if this Lease is terminated following a casunity, lite proceeds applicable to the Leasehold Improvements shall be paid to Landlord and the proceeds applicable to Tenant's Personal Property shall be paid to Tenant. 1.2 Business Interruntion Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain business Interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in Section 13 of this Exhibit "G" for a period of not less than twelve (12) months. 1.3 Liability Insurance. 1.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises end the business operated by Tenant. Such insurance shell have a minimum combhied single limil of liability of at least $2,000,000 per occurrence and o general aggregate limit of at least $3,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at Ieusl $5,000,000. All such policies shall be written to apply to all bodily injury (including dean), property damage and personal injury losses, shall include blanket contractual liability, broad form property damage, independent conhactor's coverage, completed operations, products liability, cross liability and severance of interest clauses. and shall be endorsed to include Landlord and the Landlord's Additional Insureds as additional insureds. 1.3.2 At all times during the Tem of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence covering owned, hired and non• owned vehicles used by'renanL 1.3.3 Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company mid in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual attorneys' fees, arising under any present or future law, statute, or ordinance of the State of Califorin or other governmental authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises, Such policy or policies of insurance shall have a minimum combined single lhnit of $3,000,000 per occurrence and shall apply to bodily injury, fatal or nonfatal; injury to means of support; and injury to properly of any person, Such policy or policies of insurance shall name the Landlord and its agents, beneficiaries, parties, employees and any I -holder of any Security lustrcnent deslgnnted by Landlord as additional insureds. IA Workers, Comaetsatioll; Employer's Liability Insurance. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Tenant, if 'tenant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Tenant agrees to obtain mid maintain any employer's liability insurmice with limits not less than $1,000,000 per accident. 2, Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorised to do insurance business in the State of California and rated not less than A:X in Best's Insurance Guide. All such insurance policies shall be written as primary policies, not excess or contributing with or secondary to any other insurance as may be available to Landlord or to the additional insureds. A certificate orinsurince (ar, at Landlord's option, copies ofthe applicable policies) evidencing the insurance required under this Exhibit "G" shall be delivetmd to Landlord mol less then thirty (30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any Holder of any Security Instrument designated by Landlord and such policy shall be endorsed to provide that the insurer thereunder shall provide Landlord with written notice of any firilnre by'renaot to pay any premium thereunder when due and such failure continues for a period often (IO) days after such date. "Tenant shall finnish Landlord with a replacement certificate with respect to ray insurance not less then thirty (30) clays prior to the expiration ofthe current policy. Tenant shall have the right to provide [he insurance required by this Exhibit "CT pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and due Landlord as required by this Lease without regard to claims matte undo such policies with respect to other persons. 3. Miscellaneous, 'Tenial shall not keep, use, sell or offer for sale in or upon the Premises any article which may tie prohibited by any insurance policy periodically in farce covering the Premises, the Building or the Project. If any of Landlord's insurance policies shall be cancelled or cancellation Shall be threatened or tine coverage dicrcundcr reduced or thnentened to be reduced in any way because of the use of the lionises or any part thereof' by Tenant or any assignee. sublenant licensee or invitee of Tenant and, if Tenant fails to rennady One condition giving rise to such cancellation, threatened cancellation. reduction of coverage, or threatened redaction of coverage, within 48 hours after notice thereof, Landlord may. at its option, either terminate this Lease or enter upon the Promises and attempt to renedy such condition, and 'Tenant shall promptly pay the cost thereof to Landlord its Additional Rant. If Landlord is unable. or elects not to reniedv such condition. Olen Landlord .shall have all of One remedies provided fur in this Lease upon [lie occurrence of an Event of Dofimlt, 'femm� shall not do or perwit ti be done any act or filings upon or about the Premises or the Project, which will: (a) result in the assertion of any defense by the insurer to any claim under, (b) invalidate or (c) be in conflict with, the insurance policies of Landlord or Tenant covering the Building. the Premises or lixlures and property thcrcin. or which would increase the rate of fire insurance applicable to the Building or the Project to an amount helier than it otherwise would be; and Tenant shall ucithor do nor permit to be clone any act or thing upon or about the PI'eml5ea or the Building which shall or might subject Landlord to env liability ar responsibility for injury to any person nr persons or to property. 11. as a result crony act or omission by or on the part nfTenont or violation of this Lease, whether or 801 A'Chk Cenlei Dr—Girt•ol'Smila laer Lease -I- Exhibit not Landlord has consented to the same, the rale of "All Risk" or other type of insurance nwinLai ned by Landlord on or with respect to the Building and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenunl shall reimburse Landlord for all increases of Landlord's insurance premiums so caused within ten (10) days after delivery of written demand therefor by Landlord. In any action or proceeding wherein Lmndlord and Tenant nue parties, a schedule or "make-up" of rates for the Projector the Premises issued by the body making fire insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the facts stated therein Including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or the Premises. 801 WO,,ir Cewer Dr—GO nfSmdn Ann Lemve -2- Exhibit EXI-IIDIT "H" REMEDIES Remedies for Events of Default 1.1 Landlord's Right To Terminate Upon Tenant Default. In the event orally Event of Default by Tenant as provided in Section 1_5A of the Lease, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord's election to terminate this Lease, in which event Landlord shall he entitled to receive from Tenant: (a) the worth at the time of award or any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of award of [lie amount by which the unpaid Rent which would have been eomed after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Turin after the time or award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord for all the detriment proximately caused by 'T'enant's failure to perfomh its obligations aider this Lease or which in the ordinary course of things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law. As used in clauses (a) and (b) above, "worth at the time of award" shall be computed by allowing Interest at the then highest law11d contract rate of interest. As used in clause (c) above, "worth at the time of award" shall be computed by discounting such amount at the Interest Rate. 1.2 Landlord's Right To Continue Lease Upon Tenant Default. In the event of an Event of Default of this Lease and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 1.1 of this Exhibit "1-1 Landlord may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing, Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). 113 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of Landlord, Landlord may care the same at the expense of Tenant: (a) immediately and without notice in the case: (i) of emergency, Ill) where such default unreasonably interferes with any other fallout in the Project, (iv) a failure to satisfy or otherwise discharge any Encumbrance, (iv) where such default will result in the violation of Law or the cancellation of any insurance policy maintained by Landlord, or (v) any failure of Tenant to perfoni any of its obligations under Section 3.3.1 and Section 10.5 of this Lease above and (if) in any other case if such default continues fur ten (10) days from die receipt by Tenant of notice of such default from Landlord. Any sums so paid by Landlord and all incidental costs plus Landlord's reasonable administration fee thereon, together with interest thereon at the Default Rate train the date of such payment, shall be payable to Landlord as Additional Rent on demand, and Landlord shall have the same rights and remedies fn the event of nonpayment as in the case of default by Tenant in the payment of Rent. This Section 1.3 of this Exhibit 16F' shall survive the expiration or termination of this Lease, 1.4 Late Payment. If two (2) or more Rent Delinquencies shall occur in any twelve (12) month period, Landlord may, without prejudice to any other rights or remedies available to it, upon written notice to Tenant: (a) require all remaining monthly installments of Rent to be paid three (3) months in advance and/or (b) require Tenant to increase the Security Deposit (if any) by an amount equal to Due month's Rent. 1.5. Su hlensea of Temmt. Whether or not Landlord elects to terminate this Lease on account of an Event of Default, Landlord shall have file right to either: (a) terminate any and all subleases, licenses, concessions or other consensual arrangements entered into by Tenunt that affect the Premises or (b) in its sole discretion, elect to succeed to Tenant's interest in such subleases, licenses, concessions or arrangements (in which case, as of the date of such elmtion, Tenant shall have no further right to or interest in the rent or other consideration receivable thereunder). 2. Efforts to 12elet. No re-entry or taking of`possession of the Premises by Landlord following all Event ol'Default shall be construed as nn election to terminate this Lease unless a written notice or such election shall be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction, and Tenant's right to possession shall not be deemed to have been terminated by efforts of Lundlord to relet the Premises, by its acts of maintenance or preservation with respect to the Premises, ur by appointment of a receiver to protect Landlord's interests under the Lease. The foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without temninating Tenant's right to possession. Notwithstanding any reletting of the Premises following any Event of Default without termination of this Lease by Landlord, Landlord may, at any tithe atter such reletting, elect to terminate this Lease for any Event or Default. To the fullest extent Permitted by Law, the proceeds Df airy reletting ofthe Premises shall be applied: (a) first, to pay to Landlord all costs and expenses of such reletting (including, without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new tenants, including expenses fur redecoration, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord shall maintain and operate the Premises, the costs theaeol') and receives' Pees incurred in connection with the appointment of and peribrmance by a receiver to protect the Premises and Landlord's interest under this Lease and any necessary or reasonable alterations; (b) second, to the payment of any indebtedness of'Tenanl to Landlord other than Rent due and unpaid hereunder; (c) third, to the payment of Rent due and unpaid hereunder; slid (d) the residue, if a y7 shall be held by Landlord and applied in payment of other or future obligations ofTenant to Landlord as the same may become clue and payable, and 'Tenant shall not be entitled to receive any portion of such revenue. This Section 3 of this Exhibit "If" shall survive the expiration lir termination ofthis Lease, 3. Cumulative Remedies. The specific remedies to which Landlord may resort under file terms of this Lease are cumulative and are not intended to be exclusive of any cher remedies or moms orredress to which it may be lawfully entitled it, case orally breach ur threamned breach by Tenunt orally provisions orthis Lease. In addition to the other remedies provided in this Lease. Landlord shall be enticed to u restrain by injunction of the violation m nnempted or threatened violation of any orthe covenants. conditions or provisions of this Lease Or to a dce-ce compelling specific perfbrmranoe orally such covenants. condition or provisions, In addition, upon the occurrence ol'an L'vent of Dclault by Tenunt, if the Premises or any portion thereof are sublet, Landlord, in addition and without prejudice to any other rcpaedles herein provided or provided by Low, w, may. lit its 01 I t'Ch is C'enrt r Dr— Oil • of Srurfn.l nn LeuYe -I - Exhibit 11 Option, collect directly fhmn the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord. 4. Waiver of Riaht of Redemption. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment of any court or by any legal process or writ, Tenant's right of occupancy of the Premises after any termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the termination orTenant's rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever under any indemnity provision of this Lease, Including without limitation the provisions of Section 14.1 tribe Lease. 8111V'Civie Ceurer Dr-0A,vfSrrnruAsa tense -2- Exhibit 1-1 EX III BIT "I" FORM Olr TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease dated "20 (the "Lease") between CP SANTANA, LLC, a Delaware Ihnited liability company, as landlord, and the undersigned, ns tenant, for Premises on the— floor ofthe Office Building located at 801 West Civic Center Drive, Santa Ana, California certifies as follows: I. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto mid the Lease, as so amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tenant and Landlord with respect to the Premises and the Property. There are no amendments, inadifieations or supplements to the Lease, whether oral or written, except as Follows (include the date of such amendment, modification or 2, The undersigned has commenced occupancy of the Premises described in the Lease, currently occupies die Premises, and the Commencement Dale of the Lease occurred on , 20 . J, Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows: 4. Base Rent became payable on 5. In accordance with the Leese, Rent commenced to accrue on , 20_. 6. The Term critic Lease expires on 7. 'file Lease provides for at option to extend the term of the Lease for _ years. 'file rental rate for such extension tem is as follows: Except as expressly provided in die Lease, and other documents attached hereto, Tenant does not have any tight or option to renew or extend the term of the Lease, to lease other space at the Property, nor any preferential right to purchase all or any pail of the Premises or the Property, S. All conditions of [he Lease to be performed by Landlord necessary to die enforceability of the Lease have been satisfied and Landlord is not in default thereunder. All space and improvements leased by'I'enait have been completed and furnished in accordance with the provisions ofthe Lease, and Tenant has accepted and taken possession of the Premises. 9. 'there are no offsets or credits against rentals payable under the lease and no free periods or rental concessions have been granted to Tenant, except as follows: to. All monthly installnimus of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through , The current molubly installment of Base Ren is 5 It. The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlorl's prospective mortgagee, or a prospective purchaser, and acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part, and in accepting all assignment of the Lease as collateral security, and that receipt by it of this certificate is a condition of making of the torsi or acquisition of such property. Each individual executing this Estoppel Certificate et behalf ol'Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has Full right and authority to execute and deliver this Estoppel Certificate and that each person signing on behalfof'renznt is authorized to do so. Executed at .--on the _—day of , 20. "Tenant": H By: Name: _ Its: 801 IV Chic Center Or– Ci(f td'Sanrn Ane Lease -I- Pxhibil l EXHIBIT "J" OPTIONS This Exhibit "J" consists of the following Schedules: Schedule ".I -I" (Extension Option[s]); Schedule "J-2" (Additional Space Option(s)); and Schedule "J-3" (Determination of FMRR), all or which are incorporated herein by this reference. Notwithstanding anything to the contrary in this Lease: (a) all of the rights and options of Tenant (bat are described In this Exhibit 'T (collectively, the "Options") are and shall be personal to the Original Tenant, are not uwnsrerable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transfbree of Tenant's interest in this Lease). and (b) the Extension Option and Right of First Offer may be exercised only on the condition that, at the applicable time, the Original Tenant then occupies the entire Premises. In addition, notwithstanding anything to the contrary in this Lease, at the election of Landlord (in its sole and absolute discretion): (i) any attempted exercise by Tenant of the Extension Option or Right of First Offer shall be invalid and ineffective if, as orthe date of such attempted exercise: (A) Tenant is in default under this Lease or (B) Tenant has previously been In default under this Lease more than two times, and (ii) if as of the date that the Extension Option or Tenant's lease of any Leased First Right Space (defined below) would otherwise commence: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under Osis Lease more than two times, Landlord may cancel Tenant's exercise of the Extension Option or the Right of First Offer with respect to the applicable Offered First Right Space, as applicable, by delivery orwritten notice to Tenant. 8#1 IV Civic Center Dr— C'ia, a(Smua Arra Leaxe -I- F.xh ibis J Schedule ",J-1" Extension Ontions I. Grant of Option. Subject to all of the terms and conditions of this Schedule "J -V, in connection with Tenant's lease of the Premises, Tenant shall have two (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Premises then subject to this Lease, each for an additional term (each "Extension Term") of sixty (60) months, subject to and upon the terms and conditions contained in this Schedule 'd_I ". The Extension Term shall commence upon the day immediately following die then scheduled Expiration Date, and shall be upon the some terms and conditions as are provided for in this Lease, as then amended, except that: (a) if Tenant fails to timely exercise the Extension Option, the Extension Option (and any other rights to extend or renew the Term) shall lapse and Tenant shall have no further right to extend the Term of the Lease, (b) there shall be ne further options to extend the Term pursuant to this Schedule `7-I" or otherwise following the second (2"a) Extension Term, (c) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Rent, except as specifically provided in the definition of the FMRR, (d) the Base Rent for the Extension Term shall be as provided in Section 3 of this Schedule "J- 1 ", and (e) the Base Year for the Extension Tenon shall be the calendar year in which the Extension Term commences. 2 Exercise. An Extension Option may be exercised only by Tenant giving written notice of exercise (an "Extension Notice") to Landlord on or before the date that is not more than twelve (12) and not less than nine (9) months prior to the then scheduled Expiration Date, If Tenant does not deliver on Extension Notice to Landlord within ilia time period set Porth above (time being of the essence), then Tenunt shall be deemed to have forever waived and relinquished the Extension Option, and any other options or rights to renew or extend the Term effective after the (lien Expiration Date shall terminate. 3 Annual Rase Rent. The Base Rent payable for the Premises during an Extension Term (the "Extension Term Rase Rent") shall be equal to (a) the Rentable Area of the Premises then subject to this Lease, multiplied by (b) the FMRR of the Premises as of die first day (an "Adjustment Date") of such Extension Term, and shall be determined as follows. 3.1 if Tenant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice (a "Market Ren( Notice") of Landlord's determination of what Landlord than believes the FMRR (and Extension Term Base Rent) would be for the Premises during the Extension Term. 3.2 Within ten (10) days after Tenant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written notice (a "Market Rent Response Notice") eleeting either: (a) to accept the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice, in which case the FMRR (and Extension Term Base Rent) shall be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR (and Extension Term Base Rent), in which case the FMRR (and Extension Term Banc Rent) shall be determined in accordance with Schedule "J-3". 3.3 If Tenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days alter its receipt of a Market Rent Notice (or fails in its Market Response Notice to expressly reject Landlord's determination of the FMRR (and Extension Temn Base Rent) set forth in a Markct Rent Notice), Tenant shall conclusively he deemed to have accepted Landlord's detamnination of the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice. 801 n- Chk Center pr— Cit- !/Santa. I na Lerrre Exhibit J Schedule `1t.-2" 12ieht of First OfTer I Or_ant. Subject to all of the terms and conditions of this Exhibit "I", 'fell ant shall have the right (the "Right of First Offer") to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term, The "First Right Space" means any space on the second (2nd) floor of the Building that is not within the Promises. A portion of the First Right Space shall be "Available Far Lease" it: (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to become vacant within six (G) months, and (c) such space is nut subject to any then existing expansion or renewal rights orally type that is or are set forth in any lease affecting space in the Project. "A Third Party Offer" means any written offer or proposal for the lease craft or any portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on terns that aro acceptable to Landlord (excluding any such offers or proposals that either: (i) relate to any expansion or renewal rights that are set forth in any lease affecting space in the Project that exists as of the Effective Date or (if) are for the renewal or extension of the tern of the (ease for any then existing tenant of the applicable portion of the First Right Space). Procedure for Offer and Accontance. 2.1 First Offer. Notice, Subject to the terms and conditions of this Schedule "J-2", if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing ([he "First Offer Notice") The First Offer Notice shall also: (a) describe (and state the Rentable Area of) the portion of the First Right Space that is than Available for Lease (the "Offered First Right Space"), (b) store the date (tine "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) state Landlord's determination of the economic terms (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease die Offered First Right Space to Tenant (the "Offered Torms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be coterminous with die lease for the Premises, provided that: (i) if there shall be less than five (5) years remaining in the Terni as ot'the at the Offered Space Scheduled Commencement Dale for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise o r its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule `1-2" to lease any portion of the First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years of the Term unless, (A) at such time, Tenant shall have an unexercised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option. 2.2 Tenant's Acceptance Notice. Tenant may exercise its right to lease the Offered Fist Right Space identified ill any First Offer Notice only by delivering to Landlord, not more than ten (10) business days atter Landlord's delivery or the applicable First Offer Notice, written Halite ("Tcunut's Acceptance Notice") stating that 'reliant accepts Landlord's offer to lease the Offered First Right Space. If Tenant does not deliver Tenant's Accepraace Notice to Landlord within five (5) business days after Landlord's delivery of any First Offer Notice, time being of the essence, titan subject to Section 2.3 below, ]client's Right of First Offer shall no longer apply to [lie applicable Offered First Right Space and, Landlord shall be free to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord in its sole discretion may desh'e. 2.3 Landlord's Oblisation to Re -Ot't'er. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terms that are more him ten percent (10%) more favorable (on an annualized net effective rent basis) than the Offered 'terms specified fn the First Offer Notice, subject to all of the terms and conditions of this Schedule '9-2", Landlord must re -offer such Offered First Right Spree to Tenant on the more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with Section 2.1 orthis Schedule ".I-2" and l'enant shall again have the right to elect to [case such spice by delivering a Tenant's ROFR Acceptance Notice in accordance with Section 1.1.2(b) or this Schedule `t1-2" provided that Tenant shall hive only five (5) business days after receipt orally such First Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First Right Space that is re -offered to Tenant In accordance with this • ection 2.3. 'term: Rent: Other Terms. 3.1 If Tenant, duly exercises its flight of First OtTer in necortioncc with this Schedule "1-2" with respect to any Offered First Right Space that is identified in any First Offer Notice fully such space "Leased First Right Space"). then: (a) the term of the lease ol'such Leased First Right Space shell commence upon the date (the ` l irsi Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such Leased First Right Space, (b) the aspiration of Tenan Cs lease of the Leased First Right Space shall be coterminous with the termination of the Lease fir the then existing Preniscs, (c) except as expressly provided to the contrary in this Schedule "1-2" , the remaining tennis of Tenan Cs lease of such Leased First Right Space shall be the terms and conditions of this L.egsc (provided that all provisions of the Lease which very based upon the 12ontablc Aran ol'the Premises shall be adjusted to reflect the addition of the Lensed First Right Space to the Premises) and (b) Landlord and Tenant shall reasonnbly promptly thereafler execute au ❑mendnicnt to this Lease for such Leased FPL Right Space upon the trams ted conditions as act forth in the First Offer Notice, subject to the provisions of this Schedule "M", 3.2 1lie monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on the applicable First Right Commencement Date and shall be equal to the product ol': (a) the nnmibCr of squire Iccl ul' Rentable Area contained in such Leased First Right Space and (b) die FMRR Por such Leased First Right Space, I fin the applicable Acceptance Notice, Tenant expressly rejects Landlord's do lerniinit[ ioa ot'[lie FMRR (and ROFO tient) lb i- the alip I imable Lensed Fh'sL Right Spacc. then Ilia 17MRR (and ROTO Reny fon• such Leased First Right Space shall be determined in accordance with Schedule ",1.3 provided [hut if the FMRR (and ROTO Rent) for tiny Leased Fist Right Space shall not be determined as often First Right Commencemerl Dote, tie parties slmll utilize I„andlord's Submittod FMRR (defined below) to determine Ole ROTO (lent fur the applicable Leased First Right Space, aid if I en!VICs Subnhitterl FMRR shall be ollinintely selected pwsunht to 801 IVC'lrir C'rnrcr Or•—Crib' nf.Snura Ann Lease n Exhibit .I $chedule 1-3", Tenant shall be given a credit against ROFO Rent next due hereunder equal to the amount of any overpayment. If Tenant fails, in the applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (and ROFO Rent) set forth in the applicable First Offer Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased First Right Space as set forth in the applicable First Offer Notice. Notwithstanding anything to the contrary herein. Tenant shall pay Additional Rent with respect to any Leased First ]tight Space in the same manner as for the Initial Premises, including, without limitation, in accordance with the provisions of Section 4.2 of the Lease, and Tenant's Percentage Share shall be increased to tale into account the expansion of the Premises to include such Leased First Right Space. 3.4 Delivery nod Condition ol'Leased Fist Right Stuleez Delve • Improvement, 3.4.1 Landlord shall endeavor to deliver the Leased First Right Space to 'tenant on or before the applicable Offered Space Scheduled Commencement Pate (as identified in the applicable First Offer Notice); provided, however, that If for any reason, Landlord is not in a position to so deliver such Leased First Right Spree on such date, Landlord shall not be in breach under this Lease and otherwise shall have no liability to Tenant so long as Landlord uses commercially reasonable eftbrts to deliver such Leased First Right Space to Tenant as soon as reasonably possible thereafter. 3.4.2 Tenant shall accept any Leased First Right Space in its then oxisting "AS IS" condition and state of repair, and Landlord shall not be required to perform any work, supply any materials or incur any expense (including the granting of nay allowance to Tenmmt With respect thereto) to prepare any Leased First Right Space for Tenant's occupancy; provided, however, that (a) Landlord shall cause the Leased First Right Space to be demised prim to the date on which it is delivered to Tenant, and (b) to the extent (and only to the extent) determined in connection with determination of the FMRR for any Leased Most Right Space: (i) if such Leased First Right Space has not, prior to the date the same is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent free construction period (with respect to the ROFO Rent payable for such Leased First Right Space only) for the construction of the initial Leasehold Improvements (if any) in such Leased First Right Space, and (R) Landlord may grant to Tenant an improvement allowance to be used for costs that are incurred in connection with the construction of the Initial Leasehold Improvements (if any) in such Leased First Right Space. The construction of all Leasehold Improvements by Tenant in any Leased First Right Space shall comply with the provisions of Article 10 of the Lease 801 11 Clvia Center Dr—Ciq•nfSnurn .luu Lease A.--:xial'a I Schedule °J-3" Determining FMRR, For puposea of determining the FMRR, the following procedure shall apply I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Market Rent Notice or the FMRR for the Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension 'Perm on or before the Outside Agreement Date (defined below). If Landlord and Tenant are unable to agree upon the FMRR far the Extension Term on or before the outside Agreement Date, then the FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 orthis Schedule 411-3". The "Outside Agreement Date" means [lie dale that is ten (10) business days aller the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has injected Landlord's initial determination ol'the FMRR far the Extension Tenn. 2 If Landlord and Tenant shall fail to agree upon the FMRR for the Extension Term on or before the applicable Outside Agreement Date, then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination or the FMRR for the Extension Term land such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FNIRR," respectively) in accordance with the following: 2.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a realestate broker who shall have been active in the leasing of the project and the Comparable Buildings over the five (5) year period ending on the date of such appointment. The determination of the arbitrators shall be limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the actual FMRR for the Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule "1.3 Each such arbitrator shall be appointed within fifteen (15) business days after the Outside Agreement Date. 2.2 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment of the second appointed arbitrator, agree upon and appoint a third arbitrulor who shall be qualified under the sane standard as described in Section 2.1 of this Schedule "J-3" (with respect to appointment of the initial two arbitrators). 2.3 The three arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's Submitted FMRR and shall notify Landlord and Tenant thereof, provided that: (a) if either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) business day period described in .Section 2.1 of this Schedule "J-3", then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR for the Extension Term end notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and Tenant, and (b) if the two arbitrators fail to agree upon and appoints third arbitrator, or both parties fail to appoint an aliitraor, [hen the appointment of tie third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions of the American Arbitration Association (the "AAA"), but subject to the instructions set forth in [his Schedule "J-3". 2.4 The decision orthc nnnjority of the three arbihnmrs (or in the ease ora decision mnde under clause (a) m (b) of Section 2.3 of this Schedule'? -3", the decision of the single mbiliator or the. arbll etor(s) appointed by the AAA) shall be binding upon Landlord and TcnanL shall be, in writing and shall be non -appealable, and counterpart copies thereofshall be delivered to Landlord and Tenant. Ajudgnent or order based upon such award may be entered in any court of compete it,jurisdiction. in rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease. 2.5 Landlord and 'fennnt shall each bear 50%of the cost ofthe arbitration described in this Section 2 orthis Schedule ".l-311. X40/ r1- Civie CenMr Or—City nfSnnm:brn Lease -5- I!Xhibil .I EXHIBIT "K" EYEBROW SIGN I. Grant of Rights. In connection with Tenant's lease of the Premises, subject to all of the terms and conditions of this Exhibit "K", Tcnamt shall have the Icon -exclusive right to cause Landlord to display signage (the "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 of this Exhibit "K". All of the Tenant's rights under this Exhibit "W', are personal to the Original Tenant and are not transferable In connection with any Transfer or otherwise, "Business Name" means only "City of Santa Ana", or any other business or bade nannc of Tenant that not an Objectionable Name. "Objectionable Name" means any name that: (a) relates to an entity that is of a character or reputation, or is associated with a political orientation at- faction that is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend on institutional quality landlord of a building comparable to the Buildings in Downtown Santa Ann, tacking into consideration the size and. visibility of the Pylon Sign or (b) conflicts with any then existing covenants in other leases of space in the Building at Project. 2. Location; Soecifications and Permit 2.1 Subject to Section 2.2 of this Exhibit "K" below, The Eyebrow Sign shall be located oil the "eyebrow level" of the Building (i.c, ,just above the first Floor of the Building) on a side of the Building reasonably designated by Landlord. The graphics, materials, color, design, lettering, size, exact location, lighting (if any) and specifications and all other aesthetic factors (collectively, the "Sign Specifications") of the Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion. In addition, all of Tenant's rights under this Exhibit "K" with respect to the Eyebrow Sign shall be subject to: (a) the receipt of and continuing compliance with all required governmental permits and approvals (and the submission of copies thereof to Landlord) required far the installation and continuing display of each of the Eyebrow Sign and (b) the continuing compliance of the Eyebrow Sign with all applicable Laws. 2.2 Landlord shall have the right, in its sole but good Faith discretion to: (a) position end/or reposition the Eyebrow Sign on the Building in any manner as it shall reasonably determine (provided that such Eyebrow Sign shall be located on the side of the Building described in Section 2.1 of this Exhibit "K" above) and (b) place on or about the Building o• Project (or on other signs for the Building or Project): (i) die name of (and/or other Identifying information for) Landlord, the Building and/o' Project or (ii) such other names, business names, bade names or affiliate names representing such other tenants or persons, in either case, as Landlord shall determine in its sole and absolute discretion. 3 Cost and Maintenance. The Eyebrow Sign shall be fabricated and installed by a contractor retained by Landlord, and shall be operated, and maintained by Landlord. Tenunt shall, within ten (10) business days following Landlord's demand therefor, reimburse Landlord as Additional Rent, for all costs and expenses actually incurred by Landlord in connection with m relating to the fabrication, installation, operation, maintenance, repair, and eventual removal and disposal of the Eyebrow Sign, including, without limitation, the cost of utility charges and hook-up fees (if applicable), permits, and maintenance and repairs. The terms of this Section 3 of this Exhibit "K" shall survive the expiration or earlier termination. ofthis Lease. Termination; Removal. 4.1 Notwithstanding any provision of thls Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to terminate all of Tenant's rights with respect to the Eyebrow Sign: (a) at nny lime that the Original Tenant (together with any Permitted State & County Transferees in accordance with Section 11.1.2 above) is no longer leasing and occupying 20,000 125E in the Building, (b) if this Lease is assigned to any Person, or (c) if any Event of Default occurs. 4.2 Upon the expiration or earlier termination of this Lense, or after termination of'Teno fs• rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tenant's sole cost and expense remove the Eyebrow Sign from the Building and cause one meas in which such Eyebrow Sign was locoed to be restored to (lie condition existing immediately prior to the placement of such sign (subject to ordinary wear and tear). Tenant shall reimburse Landlord for all of its costs incurred in connection therewith in accordance with Section 3 of this Exhibit "K" above. The terns of this Section 4.2 of this Exhibit_`K" shall survive the expiration or earlier terdnation of this Lease, 801 tf Ovlr Center -Dr— 04- ofSanrn -mar Lead . I - Exhibit 9 EXHIBIT "CP STATE REQUIRENIENTS 1. If' applicable, Londlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "L-1" with respect to seismic adequacy, 2. Landlord has provided the Accessibility Survey with respect to the Premises and the path of travel fronVw public transportation and public rights-of,way, parking and restroom areas attached hereto as Schedule "L-2 Landlord will perform all work required to correct lire conditions identified in: (a) form I (restriping ADA stalls); (b) Form 3A (Item 2) (install on intercom system that will alert dedicated personnel to assist those in need from the public sidewalk); (c) Form 13 (modify elevator panels to provide mininwm toe kick clearance); and (d) Form IG (update the 2"" floor restooms). The condition identified in Form S (Stairs) will not be corrected, and is accepted by Tenant as an acceptable hardship. 3. Landlord will ndditionally provide a Verified Repot Form C following completion of construction. 801 WC/vlc Center Dr -00, nfSm M.4m, Loam _I- Psltlhir K ScheduIa "L -I" Form of Seismic Comiltcate of Applicable Code [allachedl 13465()S,411234 1751 _1)_ 14 November 2016 BJ# 1610377 William Lee, Vice President Ocean West Capital Partners 315 W. 9a' Street, Suite 808 Los Angeles, CA 90015 srnucruNAL Subject: Seismic Certificate for California Department of General Service a CIVIL 801 Civic Center Drive E NO IN e8A.8 Dear Mr. Lee: Attached please find the Seismic Certificate requested by California Department of General Service (DGS) for the 4 story building at 801 Civic Center Drive, Santa Ana, CA 92701. The building was constructed in about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or conditions listed in the certificate. The building has the condition of: • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building Code. However, the building has not: • experienced an earthquake of sufficient magnitude and site peak ground motions that Inspection Is required when any of the conditions of Section 3.2 of FEMA 352 indicate an Investigation of beam -column connections is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, discontinuity or Irregularity that may be present in the building may affect the performance of the building in the event of a large earthquake. Our professional services have been performed with the intent to meet the degree of care and skill ordinarily exercised by reputable structural engineers practicing In this or similar localities. No other warranty, expressed or implied, is made as to the professional advice or opinions Included in this report. If you have any questions regarding Information presented In this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW & JOHNSTON, INC. Ryan 'shoff, S.E., LEED AP Princlp I Attachment: Seismic Checklist Seismic Certificate G;\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic Certificate letter,doc 18831 Von Karman Avenue Suite 210 Irvine CA 92612 Tel. (949) 862-8500 Fax (949) 955-0794 Seismic Certificate of Applicable Code I am a State of California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification was either prepared by me or the bulk of work was performed under my direct supervision. I have no ownership Interest In the subject property. A Certificate of Applicable Code may be provided if the entire building was constructed under a permit approved by the local jurisdiction and was designed to meet one of the following requirements: ©1998 or subsequent editions of the California Building Code; or, X 1976 or subsequent editions of the Uniform Building Code and the building does not have any one of the enumerated characteristics or conditions listed below: • Unreinforced masonry elements, whether load-bearing or not; not Including brick veneer; • Precast, prestressed, or post -tensioned structural or architectural elements, except piles; • Flexible diaphragm (e.g., plywood) -shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories Partial below grade (taken as 50% or less) for a portion of their exterior; + Soft or weak story, including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of Section 3.2 of FEMA 352 indicate an investigation of beam -column connections is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g., excessively cracked and/or spelling concrete walls or foundations, wood dry rot, etc. Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request. Name: Firm: Telephone No: License No: License Expiration Date: Ryan Bishoff Brandow & Johnston, Inc. 949-862.8610 SE 6250 06/30/17 j 11/14/2016 Signature + Date Comment: For a building not qualifying under the above criteria; an Independent Review must be performed. RELPS Option 2 30 April 09 SEISMIC SCREENING CHECKLIST Reviewer Name PtojectNb;` Total Bldg. Sq. Ft. Agency Total Lease Sq., Ft. Location : Hours.of Use 1 Retrofit since 1976 No further screening required if documentation of retrofit is provided. 2 Ag Ty e. of Building & ie of Construction Tilt-Up8 Pre 1933 1933 to 1976 *�._ Ss IC'19�ai3 Post 1976 Al"edit 95T Ix _ Score Masonry 10 8 1 Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steel 7 3 1 1 3 .Height:.of Bufidmg In§tpries Max. number of stories allowable for screening is 6. Assign one point per story, La., 1 min., 6 max, 4-$$ismlcjtY";. Assign points as indicated for counties as grouped in a, b, & c below (a) 12 points in Los Angeles, West 1/3 of San Bernardino, Contra Costa, Riverside, Santa Clara, Alameda, Ventura, San Francisco, Marin (b) 9 points in Sonoma, Santa Barbara, San Mateo, Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Sclano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. 5:Cdnfm6ration (Verticals v z e t .• "fl rN f1w RD So EM C•9 C7 L7 MUM o L. 5-10 1 6 S 11 7 10 7 1 All other configurations 6 Configuration (Plan View). 1 3 7 7 7 7 Visible Defects Subjective scoring: 10 points max. assignable for all defects observed. The following list is of typical things to look for. a Dry rot; look for water stains on ceiling tiles and wails. b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted walls or columns e Corrosion of steel; look for rust, flaking, etc. Check for water stains. f Cracks greater than 1/8" in masonry or concrete g Check for any material that crumbles (wood, piaster, conc., etc) (1-10) TOTAL Total score of 20 or above regriires standard seismic certification. Copy W Ser s,m .+ kli st-U,tedx15 YI 7 28 Schedule "L-2" Accessibility Survey (rolachecl] 801IVC14c Center Or— Qv 17SanfeiAnn lease _I- Eshibii K Los Angeles, CA 80015 yeny.malncam RE: 801 W, Civic Center, Santa Ana—Accessibility Checklist RESD Project Number: 142055 Dear William, Upon review of the accessibility checklist and survey of the site conditions, below Is a summary of our findings and recommendations for correctingthe non-compliant Items. In particular, remediatlon work far 3 specific items on the list would have significant Impacts on other aspects of the building. Such impact is listed foryour consideration. :. Pa rlting IForm 1) Item 1 thru 4 o Restripe parking, relocate or rework parking surface _.: Exterior Routes of Travel (Form 3A) o Item l— Condition does notapply if accessible parkingis relocated o Item 2 — Alternate provision to provide an Intercom system that will alert dedicated personnel to assist those In need Exterior Routes of Travel 9 (Form 3B) Items 1 thru 2 o Condition does not apply If accessible parking is relocated Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply If accessible parking is relocated Drinking Fountains (Form 5) o Drinking fountains are not required iftenant spaces have potablewater access of occupants. Ramps (Form 7) o Condition does not apply if accessible parking is relocated Stairs (Form B) o Stair risers are %" higher than code maximum. Remediation would require the reconstruction of the stairwells. The California building code has an explicit exception that would allow for such condition (1113-210.1 Exception2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer 801 1170vie Center Dr— Q)! a(Santu Ana Genn' _ I - F<ll K 013 hikWl P.4wvy Cuk�, Gly, CA N23a w � __ a 61E Noue1 4.war svem, sulh'1 W LosAn9v&%CA0Qm1 iu3AM MCD rin a.mn no • k11447e• ansa[lair4 1a'Ai Win KmmnA Av.n ,m, WN f2a Irimw CA 92612 WO 7s4 x.,., 535 M,nisn 5hxmt, Buao i6w March 10, 2017 6a,, CA N105 Mr. William Lee 485A LIS Rout.1 saran, mut" tai laeae, Nxw J.r,xxy Da m Vice President ppP,,,'x); 1"1X1 Ocean West tat Emt2s,d 81rea4 sin Floor 315 W. 9th Street, Suite 808 Navy 00 10010 Los Angeles, CA 80015 yeny.malncam RE: 801 W, Civic Center, Santa Ana—Accessibility Checklist RESD Project Number: 142055 Dear William, Upon review of the accessibility checklist and survey of the site conditions, below Is a summary of our findings and recommendations for correctingthe non-compliant Items. In particular, remediatlon work far 3 specific items on the list would have significant Impacts on other aspects of the building. Such impact is listed foryour consideration. :. Pa rlting IForm 1) Item 1 thru 4 o Restripe parking, relocate or rework parking surface _.: Exterior Routes of Travel (Form 3A) o Item l— Condition does notapply if accessible parkingis relocated o Item 2 — Alternate provision to provide an Intercom system that will alert dedicated personnel to assist those In need Exterior Routes of Travel 9 (Form 3B) Items 1 thru 2 o Condition does not apply If accessible parking is relocated Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply If accessible parking is relocated Drinking Fountains (Form 5) o Drinking fountains are not required iftenant spaces have potablewater access of occupants. Ramps (Form 7) o Condition does not apply if accessible parking is relocated Stairs (Form B) o Stair risers are %" higher than code maximum. Remediation would require the reconstruction of the stairwells. The California building code has an explicit exception that would allow for such condition (1113-210.1 Exception2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer 801 1170vie Center Dr— Q)! a(Santu Ana Genn' _ I - F<ll K Doors and Gates (Form 11) o Rework as required Elevators (Form 13) o Panels In the elevator will be reworked to provide the minimum required toe clearance distance Toilet Facilities (Form 16) o Rework as required D Signage (Form 19) o Provide signage as required Alarms (Form 20) o Rework fire extinguisher cabinet Sincerely, Dickson Oi, AIA Project Manager page 12 346800.-1,'1234.1751 -2- EXHIBIT °NI" APPROVED GOVERNMENTAL ENTITIES Slate of California — Employment Development Department State o rCal iforn is — Department of Rehabilitation County of Orange— Sooial Services Agency SER Jobs for Progress —Title V Grant; Private Non -Profit Rancho Santiago Community College Dis[rict - Santa Ana College Goodwill Industries Cornerstone/Job Coles 01 IV Cirlr Cean r Dr— Ciq' u/Snum.dnn Lease -1- Exhibit K TABLE OF CONTENTS Pnee ARTICLE1 - DEFINITIONS .............................................. -.................................................................... ................................ .............. I ARTICLE 2 - LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS................................................................................3 ARTICLE 3- DELIVERY; COMMENCEMENT, TERM; SURRENDER; HOLDING OVER............................................................4 ARTICLE 4- RENT AND OTHER CHARGES....................................................................................................................................4 ARTICLE 5 - TENANT'S TAXES.........................................................................................................................................................5 ARTICLE 6 - SECURITY DEPOSI1.................... ..................................................................................-l—.,.,...,,...,...,..............I'll.....,.. 5 ARTICLE7 - USE OF PREMISES.........................................................................................................................................................5 ARTICLE 8 - UTILITIES AND SERVICES..........................................................................................................................................6 ARTICLE 9- MAINTENANCE AND REPAIRS...................................................................................................................................6 ARTICLE10- ALTERATIONS...............................................................................................................................................................6 ARTICLE I l - ASSIGNMENT AND SUBLETTING..............................................................................................................................7 ARTICLE 12 - SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................8 ARTICLE13 - CASUALTY; TAKING....................................................................................................................................................8 ARTICLE 14- INDEMNIFICATION AND INSURANCE......................................................................................................................9 ARTICLE 15 - EVENTS OF DEFAULT AND REMEDIES ............................ ..................... ........ ..... ......... ........... .... ..... .... — I ... ............ 9 AR'T'ICLE 16 - LANDLORD'S DEFAULT; LANDLORD'S LIABILITY............................................................................................ 10 ARTICLE l7- MISCELLANEOUS ....................................... ........ ................... ..................................................... ,....... ........................ 10 EXHIBIT "A" Depiction ot'the Premises EXHIBIT"B" Notice of Lease Tei ln Dates EXHIBIT "C" Work Letter Agreement EXHIBIT "D" Rules and Regulations EXITIBIT"E" Additional Rent EXHIBIT "F" Services and Utilities EXIIIBIT"G" Insurance Requirements EXHIBIT"H" Remedies EXHIBIT'S" Form of Tenant Estoppel Corti0cate EXHIBIT"J" Options EX iur "14' Eyebrow Sign EXHIBIT °L" Stale Requirements EXHIBIT 'W" Approved Govemmentnl Entities 801 4'0vie Cmter Dr— 00- of5imm -1 na Lease _i- 'fable of C'nnmols