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HomeMy WebLinkAboutOrdinance 2858 N.C.S. 07/17/2023 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 EFFECTIVE DATE ORDINANCE NO. 2858 N.C.S. OF ORDINANCE August 16, 2023 Introduced by: Brian Barnacle Seconded by: Dennis Pocekay AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA APPROVING A LEASE WITH HANSEL PROPERTIES FOR 15,660 SQUARE FEET OF SPACE FOR THE PETALUMA POLICE DEPARTMENT LOCATED AT 1221 PETALUMA BLVD NORTH,WHICH INCLUDES 7,260 SQUARE FEET OF INDOOR SPACE AND 8,400 SQUARE FEET OF OUTDOOR SPACE WHEREAS, the City of Petaluma Police Department is in need of new storage space to accommodate specialized vehicles and equipment; and WHEREAS, the City has found suitable space located adjacent to the current Police Department, located at 1221 Petaluma Blvd. North; and WHEREAS, the Space is a total of 15,660 square feet and consists of 7,260 square feet of indoor space and 8,400 square feet of outdoor space; and WHEREAS, the Storage Space is owned by Hansel Properties; and WHEREAS, the City deems it advantageous to lease month to month the storage space owned by Hansel Properties; and WHEREAS, the month-to-month lease will cost $10,000 per month, with an initial security deposit of $10,000, as outlined in the attached Exhibit A; and WHEREAS, Section 46 of Article VII of the Petaluma City Charter provides, in pertinent part, that no City action providing for the sale or lease of real property having a value of$3,000 or more may be taken except by ordinance or pursuant to a general law of the State; and WHEREAS, on July 10, 2023, City Council unanimously introduced the attached ordinance; and WHEREAS, introducing an ordinance to approve a lease which will provide storage space for the Petaluma Police Department is categorically exempt under the California Environmental Quality Act ("CEQA") in accordance with Sections 15301 (Existing Facilities), 15303 (New Construction or Conversion of Small Structures), and 15304 (Minor Alterations to Land) as the lease space is located at an already improved property near the Police Station. NOW THEREFORE BE IT ORDAINED by the Council of the City of Petaluma, as follows: Section 1. Findings The City Council hereby finds and determines the foregoing recitals to be true and correct and hereby incorporates them into this ordinance as findings and determinations of the City Council. Section 2. Exemptions from CEQA Finds that introducing an ordinance to approve a lease which will provide storage space for the Petaluma Police Department is categorically exempt under the California Environmental Quality Act ("CEQA") in accordance with Sections 15301 (Existing Facilities), 15303 (New Construction or Ordinance No. 2858 N.C.S. Page 1 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 Conversion of Small Structures),and 15304(Minor Alterations to Land)as the lease space is located at an already improved property, near the Police Department Headquarters. Section 3. Approval of Lease. In accordance with Section 46 of Article VII of the Petaluma City Charter and other applicable law, the lease agreement between the City of Petaluma and Hansel Properties that is attached to and is hereby made a part of this ordinance as Exhibit A is hereby approved, and the City Manager is hereby authorized and directed to execute on behalf of the City a lease agreement with Hansel Properties that is substantially in accordance with that attached as Exhibit A and is approved as such by the City Attorney. Section 4. Severability If any section, subsection, sentence, clause, phrase or word of this ordinance is for any reason held to be unconstitutional,unlawful or otherwise invalid by a court of competent jurisdiction or preempted by state legislation, such decision or legislation shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Petaluma hereby declares that it would have passed and adopted this ordinance and each and all provisions thereof irrespective of the fact that any one or more of said provisions be declared unconstitutional,unlawful or otherwise invalid. Section 5. Posting/Publishing of Notice The City Clerk is hereby directed to publish or post this ordinance or a synopsis for the period and in the manner provided by the City Charter and other applicable law. INTRODUCED and ordered published and posted this 10t'day of July 2023. ADOPTED this 17t'day of July 2023 by the following vote: Ayes: McDonnell, Barnacle, Cader Thompson, Healy,Nau, Pocekay, Shribbs Noes: None Abstain: None Absent: None _DocuSigned by: Kevm McDonnell, Mayor ATTEST: APPROVED AS TO FORM: DocuSigned by: DocuSigned by: Ken a awyer, CMC, City Clerk Eric Danly, City Attorney Ordinance No. 2858 N.C.S. Page 2 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 AlRCRdWW � contracts STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT MONTH TO MONTH LEASE - GROSS SHORT FORM (Only to be used for transitory tenancies) 1. Basic Provisions("Basic Provisions"). 1.1 Parties. This Lease("Lease"),dated for reference purposes only May 26, 2023 ,is made by and between Hansel ro ert i ("Lessor")and Petaluma Police Delpartment ("Lessee"),(collectively the"Parties",or individually a"Party"). 1.2(a) Premises: That certain portion of the Project(as defined below),including all improvements therein or to be provided by Lesso der the terms of this Lease,commonly known as(street address,unit/suite,city,state): 1221 Petaluma Boulevard North P uma CA 94952 ("Premises"). The Premises are located in the County of Sonoma ,and are generally described as(describe briefly the nature of fPr See Exhibit A . In addition to Lessee's rightsto use and occupythe Premises as hereinafter specified,Lessee shall haven lusiv to any utility raceways of the building containing the Premises("Building")and to the Common Areas. The Premises,the Building,the mon A easnd upon which they are located,along with all other buildings and improvements thereon,are herein collectively referred to as the"Project." a also ag 1.2(b) Parking: unreserved vehicle parking spaces. (See also Paragraph 2.6) 1.3 Term: Month-to-month commencing June 1, 2023 ("Commencement Date")and endi 0 days er 'tten notice by either Party to the other. 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premis commen ing Upon lease execution ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $10, 0 0 0.0 0 per month("Base Rent"),payable on the First day of each mont commencing June 1, 2023 (See also Paragraph 4) 1.6 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $10,000.00 fortheperiod June 1 202 - une 30 2023 (b) Security Deposit: $10, 0 0 0.0 0 ("Security Deposit"). (See o Paragrap (c) Other: for (d) Total Due Upon Execution of this Lease: $2 0, 0 0 0.0 0 1.7 Agreed Use: Parkin of vehicles and any_ othe use agreed to between Lessor and Lessee (See also Paragraph 6) 1.8 Insuring Party. Lessor is the"Insuring Party". (See also Paragraph ) 1.9 Real Estate Brokers. (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges rec . ing a Dis losu Regarding Real Estate Agency Relationship,confirms and consents to the following agency relationships in this Lease with the following real estate kers er )")and/or their agents("Agent(s)"): Lessor's Brokerage Firm Jones Lanq L okera e In.c License No. 01856260 Is the broker of(check one): LJ the Lessor;or ❑ both the Lessee and Lessor(dual ent). Lessor's Agent TonV Sarno License No. 0143 933 is(check one): ❑� the Lessor's Agent(salesperson or broker associate);or ❑ both the Lessee's Agent and the Lessor's Agent(dual agent). Lessee's Brokerage Firm License No. Is the broker of(check one): ❑ the Lessee;or ❑ both the Lessee and Lessor(dual agent). Lessee's Agent Li nse No. is(check one): ❑ the Lessee's Agent(salesperson or broker associate);or ❑ both the Lessee's Agent and the Lessor's Agen ual agent (b) Paymen Brokers. Upon ecution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement or the sum of 1.10 Attachments. Attached hereto are the following,all of which constitute a part of this Lease: an Add d consis$V of Paragraphs through a site pla d icting a Premises; a sit plan epicting the Project; a c of the Rules and Regulations for the Project; er(specify): 2. Pre ises. 2. Letting. Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,the Premises,for the term,at the rental,and upon all of the terms,set forth h ei hile the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison,the Base Rent stat d herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE:Lessee is advised to verify INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 1 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 the actual size prior to executing this Lease. 2.2 Condition. Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date,whichever first occurs("Start Date"),and,so long as the required service contracts described in Paragraph 7.1(b)below are obtained by Lessee and in effect within 30 days following the Start Date,warrants that the existing electrical, plumbing,fire sprinkler,lighting,heating,ventilating and air conditioning systems("HVAC"),loading doors,sump pumps,if any,and all other such elements,other than those constructed by Lessee,shall be in good operating condition on said date,that the structural elements of the roof,bearing walls and foundation of the Premises shall be free of material defects,and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable law. If a non-compliance with such warranty exists as of the Start Date,or if one of such systems or elements should malfunction or fail within the appropriate warranty period,Lessor shall,promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance,malfunction or failure,rectify same at Lessor's expense. The warranty periods shall be as follows:(i)6 months as to the HVAC systems,and(ii)30 days as to the remaining systems and other elements. If Lessee does not give Lessor the required notice within the appropriate warra period, correction of any such non-compliance,malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense(except for the repairs he fire 'sprinkler systems, roof,foundations,and/or bearing walls-see Paragraph 7). Lessor also warrants,that unless otherwise specified in writing,Lessor una a of(i) any recorded Notices of Default affecting the Premise;(ii)any delinquent amounts due under any loan secured by the Premises;and(iii)any ban ptcy pro N affecting the Premises. 2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas compl ith t uilding codes, applicable laws,covenants or restrictions of record, regulations,and ordinances("Applicable Requirements")that were in effect at the time tha improvement, or portion thereof,was constructed. Said warranty does not apply to the use to which Lessee will put the Premises,modifications whi ay be re 'red by the Americans with Disabilities Act or any similar laws as a result of Lessee's use(see Paragraph 45),or to any Alterations or Utility Installati s ne Paragraph 7.3(a))made or to be made by Lessee. NOTE:Lessee is responsible for determining whether or not the Applicable Requirements,and p ally t zoning are appropriate for Lessee's intended use,and acknowledges that past uses of the Premises may no longer be allowed. If the emis do t comply with said warranty,Lessor shall,except as otherwise provided,promptly after receipt of written notice from Lessee setting forth wit specificit the ture and extent of such non-compliance,rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance wi his ithin 6 months following the Start Date,correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expens p ' able Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the P mises an r B 'ding,the remediation of any Hazardous Substance,or the reinforcement or other physical modification of the Premises and/or Building("Ca I Expenditu a")and,if such Capital Expenditures are triggered by Lessee as a result of an actual or proposed change in use,change in intensity of use,or modificatio to the Pr mises then,and in that event,Lessee shall either: (i)immediately cease such use or intensity of use and/or take such other steps as may be necessary to ell 'na the requirement for such Capital Expenditure,(ii)complete such additions and/or alterations at its own expense,or(iii)provide 30 day notice to Lessor to erminate the Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a)it has been given an opportunity inspect and measure the Premises;(b)it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises(i ding but not limited to the electrical,HVAC and fire sprinkler systems,security,environmental aspects,and compliance with Applicable Requirements a t Americans with Disabilities Act),and their suitability for Lessee's intended use;(c)Lessee has made such investigation as it deems necessary with referen to such afters and assumes all responsibility therefor as the same relate to its occupancy of the Premises;(d)it is not relying on any representation as to the ' of the Premi made by Brokers or Lessor;(e)the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the t state herein,an (f)neither Lessor,Lessor's agents,nor Brokers have made any oral or written representations or warranties with respect to said matters other n set forth in this Lease. In addition,Lessor acknowledges that:(i)Brokers have made no representations, promises or warranties concerning Lessee's bility to ho r the Lease or suitability to occupy the Premises,and(ii)it is Lessor's sole responsibility to investigate the financial capability and/or suitability of all p p tenan 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor Pa g shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event,Lessee res Bible for any necessary corrective work. 2.6 Vehicle Parking. Lessee shall be entitled to use the ber of arki Spaces specified in Paragraph 1.2(b)on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee sha of use a pa ing spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or -up t c ;herein called"Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provide ' Paragr h 2. No vehicles other than Permitted Size Vehicles maybe parked in the Common Area without the prior written permission of Lessor. In addition: (a) Lessee shall not permit or allow an yv 'cles that b long to or are controlled by Lessee or Lessee's employees,suppliers,shippers,customers, contractors or invitees to be loaded,unloaded,or parked yeas her than those designated by Lessor for such activities. (b) Lessee shall not service or store any vehicles a Common Areas. (c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6,then Lessor shall have the right,without notice,to remove or tow away the vehicle involve/anarge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.7 Common Areas-DeThe term"Common Areas"is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility rnd installations within the Premises that are designated for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective emplo s,suppliers,shippers,customers,contractors and invitees,including parking areas,loading and unloading areas,trash areas,roofs, roadways,walkways,driveways d landscaped areas. 2.8 Common ArXLusethe 's Rights. Lessor grants to Lessee,for the benefit of Lessee and its employees,suppliers,shippers,contractors,customers and invitees,during the termse,the non-exclusive right to use,in common with others' use,the Common Areas,subject to any rules and regulations or restrictions Bove th Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the rightto store any property tem rarenently,in the Common Areas. In the event that any unauthorized storage shall occur,then Lessor shall have the right,without noti9toove t operty and charge the cost to Lessee. on reas-Rules and Regulations. Lessor shall have the exclusive control and management of the Common Areas and shall have the right to esta am d and enforce reasonable rules and regulations("Rules and Regulations")for the management of the Common Areas. Lessee agrees to abide by a uch Rules and Regulations,and shall use its best efforts to cause its employees,suppliers,shippers,customers,contractors and invitees to so im. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project. on Areas-Changes. Lessor shall have the right,in Lessor's sole discretion: (a) To make changes to the Common Areas; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To use the Common Areas while engaged in making repairs or alterations to the Project;and (d) To do and perform such other acts and make such other changes in,to or with respect to the Common Areas as Lessor may deem to be appropriate. INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 2 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 3. Term. 3.1 Term. This is a month-to-month Lease. The Commencement Date is specified in Paragraph 1.3. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date,the obligation to provide insurance and to maintain the Premises shall be in effect during such period. 3.3 Delay In Possession. Lessor agrees to use commercially reasonable efforts to deliver exclusive possession of the Premises to Lessee bythe Commencement Date. If,despite said efforts, Lessor is unable to deliver possession by such date,Lessor shall not be subject to any liability therefor. Lessee shall not, however,be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjo d under the terms hereof,but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Comme ment Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may,at its option,by notice in writing within 10 days r th nd of such 60 day period,cancel this Lease. If such written notice is not received by Lessor within said 10 day period,Lessee's right to cancel shall term' te. If poss Sion of the Premises is not delivered within 120 days after the Commencement Date,this Lease shall terminate unless other agreements are reach etween Lessor d Lessee,in writing. 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obliga o provide evidence of insurance(Paragraph 8.4). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations un his Lease or, and after the Start Date,including the payment of Rent,notwithstanding Lessor's election to withhold possession pending receipt of such evidence oremed 4. Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease(except for the SecuriRnewhole re rent("Rent"). 4.2 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States,wxcept as specifically permitted in this Lease),on or before the day on which it is due. All monetary amounts shall be roundeDofsu dollar. In the event that any statement or invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee sh the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be proratbal number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as m time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balaent,regardless of Lessor's endorsement of any check so stating. In the event that any check,draft,or other instrument of payment given by Lor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of$25 in addition to any Late Charge and Lessor,at its opti n, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees,second to accrued interest,the o Base Rent and Common Area Operating Expenses,and any remaining amount to any other outstanding charges or costs. S. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Sec ty Deposi s security for Lessee's faithful performance of its obligations under this Lease. If Lessee fails to pay Rent,or otherwise Defaults under this Lease, ssor may use,a y or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor,for Rents which will be due in the futu and/ to reimburse or compensate Lessor for any liability,expense,loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to rest sai ecurity D osit to the full amount required by this Lease. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Withinore 90 ys the a iration or termination of this Lease,Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written qu pr ' e Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Securit ep it sh a considered to be held in trust,to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY D OSIT SH L N BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT. 6. Use. 6.1 Use. Lessee shall use and occupy the Premi only th greed Use,and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful,creates damage,waste a nuisance, r th disturbs occupants of or causes damage to neighboring premises or properties. Other than guide,signal and seeing eye dogs,Lessee shall not kee r allow in a Premises any pets,animals,birds,fish,or reptiles. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent.The ter ' zardous Substance"as used in this Lease shall mean any product,substance,or waste whose presence,use,manufacture,disposal,transportation,or release,either by itself or in combination with other materials expected to be on the Premises,is either:(i) potentially injurious to the public he ,safety or welfare,the environment or the Premises;(ii)regulated or monitored by any governmental authority,or(iii)a basis for potential liability of Le a overnmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include,but not be limited to,hydrocarbon et ro m,gasoline,and/or crude oil or any products,byproducts or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitu a Reporta Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance(at Lessee's expense)with all Applica Requirements. eportable Use"shall mean(i)the installation or use of any above or below ground storage tank;(ii)the generation, possession,storage,use, ansp ation,or disposal of a Hazardous Substance that requires a permit from,or with respect to which a report,notice,registration or business plan is required t 'led with,any governmental authority,and/or(iii)the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requi nts requ s that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use an or an stomary materials reasonably required to be used in the normal course of the Agreed Use,ordinary office supplies(copier toner, liquid paper lue,a .) d co on household cleaning materials,so long as such use is in compliance with all Applicable Requirements,is not a Reportable Use,and does n expo the remises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Less may con ition s consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself,the public, the Pr ises a environment against damage,contamination,injury and/or liability,including,but not limited to,the installation(and removal on or before xp 'on or termination)of protective modifications(such as concrete encasements)and/or increasing the Security Deposit. ( Duty to Inform Lessor. If Lessee knows,or has reasonable cause to believe,that a Hazardous Substance has come to be located in,on,under or about th Premises,other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor,and provide Lessor with a copy of y report,notice,claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in,on,under,or about the Premises (inc ding through the plumbing or sanitary sewer system)and shall promptly,at Lessee's expense,comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended,whether or not formally ordered or required,for the cleanup of any contamination of,and for the maintenance, INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 3 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 security and/or monitoring of the Premises or neighboring properties,that was caused or materially contributed to by Lessee,or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease,by or for Lessee,or any third party. (d) Lessee Indemnification. Lessee shall indemnify,defend and hold Lessor,its agents,employees,lenders and ground lessor,if any,harmless from and against any and all loss of rents and/or damages, liabilities,judgments,claims,expenses,penalties,and attorneys'and consultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee,or any third party(provided,however,that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall survive the expiration or termination of this Lease. No termination,cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances,unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor Indemnification. Except as otherwise provided in Paragraph 8.6,Lessor and its successors and assigns shall indemnify,defend,reimburse and hold Lessee,its employees and lenders,harmless from and against any and all environmental damages,including the cost of remediation,which are suffer as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused bythe gross negligence or willful miscond of Lessor, its agents or employees. Lessor's obligations,as and when required by the Applicable Requirements,shall include, but not be limited to,the cost of inv gate removal,remediation,restoration and/or abatement,and shall survive the expiration or termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measur equired by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Lessee taking po essio nless such remediation measure is required as a result of Lessee's use(including"Alterations",as defined in paragraph 7.3(a)below)of the Premises,in wh vent Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor,including allowing Lessor Lessor's nts to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. 6.3 Lessee's Compliance with Applicable Requirements. Lessee shall,at Lessee's sole expense,fully,diligently and in a timely m n ,mate Ily comply with all Applicable Requirements,without regard to whether said Applicable Requirements are now in effect or become effective er t Star ate. Lessee shall,within 10 days after receipt of Lessor's written request,provide Lessor with copies of all permits and other documents,and othe nformat, evi ncing Lessee's compliance with any Applicable Requirements specified by Lessor,and shall immediately upon receipt,notify Lessor in writing(with cop of ents involved)of any threatened or actual claim,notice,citation,warning,complaint or report pertaining to or involving the failure of Le a mises to comply with any Applicable Requirements. Likewise,Lessee shall immediately give written notice to Lessor of:(i)any water damage to the P mises an y pected seepage,pooling, dampness or other condition conducive to the production of mold;or(ii)any mustiness or other odors that migVAppli resence of mold in the Premises. 6.4 Inspection;Compliance. Lessor and Lessor's consultants authorized by Lessor shall have the right toises at any time in the case of an emergency,and otherwise at reasonable times after reasonable notice,for the purpose of inspecting and/or ten of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor,unless a violatioequirements,or a Hazardous Substance is found to exist or be imminent,or the inspection is requested or ordered by a govern ental authority. In such case,Lessee shall upon request reimburse Lessor for the cost of such inspection,so long as such inspection is reasonably related to the v' ation or contamination. In addition,Lessee shall provide copies of all relevant material safety data sheets(MSDS)to Lessor within 10 days of the receipt of writt re est therefor. Lessee acknowledges that anyfailure on its part to allow such inspections or testing will expose Lessor to risks and potentially cause Lessor incur c not contemplated by this Lease,the extent of which will be extremely difficult to ascertain. Accordingly,should the Lessee fail to allow such ins p ons and/or t 'ng in a timely fashion the Base Rent shall be automatically increased,without any requirement for notice to Lessee,by an amount equal to 1 "of the en existing Base Rent or$100,whichever is greater for the remainder to the Lease. The Parties agree that such increase in Base Rent represents fair and reas a compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/or testing. Such increase in ase Rent s I in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remed s ed he nder. 7. Maintenance;Repairs;Utility Installations;Trade Fixtures an eratio s 7.1 Lessee's Obligations. (a) In General. Subject to the provisions of Parag h 2.2(C ditio ,2.3(Compliance),6.3(Lessee's Compliance with Applicable Requirements),7.2 (Lessor's Obligations),9(Damage or Destruction),and 14(Conde ti shall,at Lessee's sole expense,keep the Premises,Utility Installations(intended for Lessee's exclusive use,no matter where located),and AI n d order,condition and repair(whether or not the portion of the Premises requiring repairs,or the means of repairing the same,are reasonably or r dily accessi a to ssee,and whether or not the need for such repairs occurs as a result of Lessee's use,any prior use,the elements or the age of such portion of Premises), cluding,but not limited to,all equipment or facilities,such as plumbing,HVAC equipment, electrical,lighting facilities,fixtures,interior walls,interio urfaces f exterior walls,ceilings,floors,windows,doors,plate glass,and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph q, 2 essee,in keeping the Premises in good order,condition and repair,shall exercise and perform good maintenance practices,specifically including the procurement nd maintenance of the service contracts required by Paragraph 7.1(b)below. Lessee's obligations shall include restorations,replacements or newals when necessary to keep the Premises and all improvements thereon or a part thereof in good order,condition and state of repair. (b) Service Contra . L ee shall,at Lessee's sole expense,procure and maintain contracts,with copies to Lessor,in customary form and substance for, and with contractors speciali g and ex ienced in the maintenance of the following equipment and improvements,if any,if and when installed on the Premises: (i) HVAC equipment,and(ii) n ers. Howev Lessor reserves the right,upon notice to Lessee,to procure and maintain any or all of such service contracts,and Lessee shall reimburse Lessor, on de nd,for the cost thereof. (c) Failure to rm. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1,Lessor may enter upon the Premises after 10 days' prior written notice to ssee(exc in the case of an emergency,in which case no notice shall be required),perform such obligations on Lessee's behalf,and put the Premises in good e, ditio nd repair,and Lessee shall promptly pay to Lessor a sum equal to 115%of the cost thereof. (d) Re lac en . ubject to Lessee's indemnification of Lessor as set forth in Paragraph 8.6 below,and without relieving Lessee of liability resulting from Lessee' i u to a cise and perform good maintenance practices,if an item described in Paragraph 7.1(b)cannot be repaired other than at a cost which is in excess of 50 of the c t of placing such item,then such item shall be replaced by Lessor. Le b gations. Subject to the provisions of Paragraphs 2.2(Condition),2.3(Compliance),6(Use),7.1(Lessee's Obligations),9(Damage or ctt and 14(Condemnation), Lessor shall keep in good order,condition and repair the foundations,exterior walls,structural condition of interior bearing walls, eri roof,fire sprinkler system,Common Area fire alarm and/or smoke detection systems,fire hydrants,parking lots,walkways,driveways,landscaping, fences,s ns and utility systems serving the Common Areas and all parts thereof. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor hall Lessor be obligated to maintain,repair or replace windows,doors or plate glass of the Premises. 7 Utility Installations;Trade Fixtures;Alterations. (a) Definitions. The term"Utility Installations"refers to all floor and window coverings,air and/or vacuum lines,power panels,electrical distribution, security and fire protection systems,communication cabling,lighting fixtures,HVAC equipment,plumbing,and fencing in or on the Premises. The term"Trade INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 4 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 Fixtures"shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term"Alterations"shall mean any modification of the improvements,other than Utility Installations or Trade Fixtures,whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations"are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Any Alterations or Utility Installations that Lessee shall desire to make shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)acquiring all applicable governmental permits,(ii)furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work,and(iii)compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. For work which costs an amount in excess of one month's Base Rent,Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150%of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens;Bonds. Lessee shall pay,when due,all claims for labor or materials furnished or alleged to have been furnished to or for Lessee r for use on the Premises,which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall e L or not less than 10 days notice prior to the commencement of any work in,on or about the Premises,and Lessor shall have the right to post notices of -responsi 'ty. If Lessee shall contest the validity of any such lien,claim or demand,then Lessee shall,at its sole expense defend and protect itself,Lessor and t Premises agains e same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall req , Les a shall furnish a surety bond in an amount equal to 150%of the amount of such contested lien,claim or demand,indemnifying Lessor against liability for the s . If Lessor elects to participate in any such action,Lessee shall pay Lessor's attorneys'fees and costs. 7.4 Ownership;Removal;Surrender;and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided,all Alterations and 'li nsta ions made by Lessee shall be the property of Lessee,but considered a part of the Premises. Lessor may,at any time,elect in writing to be e o r of I or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b)hereof,all Lesse wned Al ratio s and Utility Installations shall,at the expiration or termination of this Lease,become the property of Lessor and be surrendered by Lessee with the is . (b) Removal. By delivery to Lessee of written notice from Lessor prior to the end of the term of this L sor ay require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may quire the mo at anytime of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. (c) Surrender;Restoration. Lessee shall surrender the Premises in the same condition as delivered to ssee on a Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation,maintenance or removal of Tra Fi res,Lessee owned Alterations and/or Utility Installations,furnishings,and equipment as well as the removal of any storage tank installed by or for Lessee. Les a shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee,or any third party(exc t Hazardous Substances which were deposited via underground migration from areas outside of the Premises)to the level specified in Applicable Requiremen Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expira' to or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desir he fail by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c)without the express written consent of Lessor shall constitute a hol er under the visions of Paragraph 26 below. S. Insurance;Indemnity. 8.1 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a ercial eral Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and proper dam as upon or arising out of the ownership,use,occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance sha on a rrence basis providing single limit coverage in an amount not less than$1,000,000 per occurrence with an annual aggregate of not less than$2,000, 0. Le ss ee s II add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's"Additional Insured-MaS or ssors f Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations,but shall include g or ty assumed under this Lease as an"insured contract"for the performance of Lessee's indemnity obligations under this Lease. The limits of sai su II not,however,limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability p cy(ies) pro ' es that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor,whose insurance shall be considere cess ce only. (b) Carried by Lessor. Lessor shall maintain ' bilrance,in addition to,and not in lieu of,the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.8.2 Property Insurance-Building,Improvements andValue. (a) Building and Improve ents. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor,with loss payable to Lessor, any ground-lessor,and to any Lend insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises,as the same shall ist m time to time,or the amount required by any Lender,but in no event more than the commercially reasonable and available insurable value thereof. Les Owned rations and Utility Installations,Trade Fixtures,and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available commercially ropriate,such policy or policies shall insure against all risks of direct physical loss or damage(except the perils of flood and/or earthquake unleg requir by a Lender),including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition,reconstruction r placement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu ny coinsu ce clause,waiver of subrogation,and inflation guard protection causing an increase in the annual property insurance coverage amount by a facto o ss th the adjusted U.S.Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are locate If such ance c verage has a deductible clause,the deductible amount shall not exceed$5 Qnn $10,000 per occurrence. (b) Re I Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender,insuring the I s of the II Re for one year with an extended period of indemnity for an additional 180 days("Rental Value insurance"). Said insurance shall contain an agreed lu n sion in lieu of any coinsurance clause,and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by D a next 12 month period. (c Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other n the Project if said increase is caused by Lessee's acts,omissions,use or occupancy of the Premises. (d) Lessee's Improvements. Since Lessor is the Insuring Party,Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations item in question has become the property of Lessor under the terms of this Lease. 8.3 Lessee's Property;Business Interruption Insurance;Worker's Compensation Insurance. INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 5 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property,Trade Fixtures,and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed$1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property,Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a'Waiver of Subrogation'endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specifi/her are adequate to cover Lessee's property,business operations or obligations under this Lease. 8.4 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a"General Policyholders Rating" t A-,VI I, asset forth in the most current issue of"Best's Insurance Guide",or such other rating as maybe required by a Lender. Lessee shall not do or per to be don anything which invalidates the required insurance policies. Lessee shall,prior to the Start Date,deliver to Lessor certified copies of policies of ch insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall cance le or subject to modification except after 30 days prior written notice to Lessor. Lessee shall,at least 10 days prior to the expiration of such policies,furnish L r with evidence of renewals or"insurance binders"evidencing renewal thereof,or Lessor may increase his liability insurance coverage and charge the cos ereof to see,which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year,or the length of the r this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it,the other PartQreliev ired to,procure and maintain the same. 8.5 Waiver of Subrogation. Without affecting any other rights or remedies,Lessee and Lessor each hereby releas aive their entire right to recover damages against the other,for loss of or damage to its property arising out of or incident to the perils requerein. The effect of such releases and waivers is not limited bythe amount of insurance carried or required,or by any deducti agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may ha against essee,as the case may be,so long as the insurance is not invalidated thereby. 8.6 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify,prote\of nd old harmless the Premises, Lessor and its agents,Lessor's master or ground lessor,partners and Lenders,from and against any and all claims,loss of r makes,liens,judgments, penalties, attorneys'and consultants'fees,expenses and/or liabilities arising out of,involving,or in connection with,a Breease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees,contractors o 'nvitees. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters,Lessee shall upon notice defend the same at Lessee's ense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in or r be defended or indemnified. 8.7 Exemption of Lessor and its Agents from Liability. Notwithstanding the neg' ence or ach of this Lease by Lessor or its agents,neither Lessor nor its agents shall be liable under any circumstances for:(i)injury or damage to the person goods,wares, erchandise or other property of Lessee,Lessee's employees, contractors,invitees,customers,or any other person in or about the Premises,fro any ca ,whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building,or from other sources or places, H) y damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any othe lease in th roject;or(iii)injury to Lessee's business or for any loss of income or profit therefrom. Instead,it is intended that Lessee's sole recourse in the event of u mage r injury be to file a claim on the insurance policy(ies)that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.8 Failure to Provide Insurance. Lessee acknowledges tha ilure its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplat y this ase, a extent of which will be extremely difficult to ascertain. Accordingly,for any month or portion thereof that Lessee does not maintain the required i rance or es not provide Lessor with the required binders or certificates evidencing the existence of the required insurance,the Base Rent shall be oma increased,without any requirement for notice to Lessee,by an amount equal to 10%of the then existing Base Rent or$100,whichever is greater. a pantie gr that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason Lessee's fail a to aintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to th ilure to m intain such insurance,prevent the exercise of any of the other rights and remedies granted hereunder,nor relieve Lessee of its obligation to maintain a ins nce specified in this Lease. 9. Damage or Destruction. If the premises are materially damaged or destroyed either party may terminate this Lease by giving at least 30 days prior written notice of such termination to the oth arty. 10. Real Property Taxes. Lesso pay any Real Property Taxes. 11. Utilities and Services. 11.1 Lessee shall p for all water,gas, eat,light,power,telephone,trash disposal and other utilities and services supplied to the Premises,together with any taxes thereon. If at any a in sor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water,electricity or other commonly metered utilities,or that L is generating such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times month t it is emptied,then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lesso ha a li le in any respect whatsoever for the inadequacy,stoppage, interruption or discontinuance of any utility or service due to riot,strike, labor dispute brea o ,acd nt,repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. 1 Wi in fi en days of Lessor's written request,Lessee agrees to deliver to Lessor such information,documents and/or authorization as Lessor needs in orde or Lesso o co ply with new or existing Applicable Requirements relating to commercial building energy usage,ratings,and/or the reporting thereof. As ent an Subletting. Lessee shall not voluntarily or by operation of law assign,transfer,mortgage or encumber(collectively,"assign or assignment")or suble I o y part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. 13. Def ult;Breach;Remedies. 13 Default;Breach. A"Default"is defined as a failure by the Lessee to comply with or perform any of the terms,covenants,conditions or Rules and R u ons under this Lease. A"Breach"is defined as the occurrence of one or more of the following Defaults,and the failure of Lessee to cure such Default within any applicable grace period: INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 6 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 (a) The abandonment of the Premises;or the vacating of the Premises without providing a commercially reasonable level of security,or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof,or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder,whether to Lessor or to a third party,when due,to provide reasonable evidence of insurance or surety bond,or to fulfill any obligation under this Lease which endangers or threatens life or property,where such failure continues for a period of 3 business days following written notice to Lessee.THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHTTO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste,act or acts constituting public or private nuisance,and/or an illegal activity on the Premises by Lessee,where such actions continue for a period of 3 business days following written notice to Less In the event that Lessee commits waste,a nuisance or an illegal activity a second time then,the Lessor may elect to treat such conduct as a non-curable Brea ther than a Default. (d) The failure by Lessee to provide(i)reasonable written evidence of compliance with Applicable Requirements,(ii)the service con cts,(iii)th rescission of an unauthorized assignment or subletting, (iv)an Estoppel Certificate or financial statements,(v)a requested subordination,(vi) ence concernin ny guaranty and/or Guarantor,(vii)any document requested under Paragraph 41,(viii)material safety data sheets(MSDS),or(ix)any other doc enta' or information which Lessor may reasonably require of Lessee under the terms of this Lease,where any such failure continues for a period of 10 da (lowing written notice to Lessee. (e) A Default by Lessee as to the terms,covenants,conditions or provisions of this Lease,or of the rules adopted under Pa gra he f,other than those described in subparagraphs 13.1(a),(b),(c)or(d),above,where such Default continues for a period of 30 days after written notice, r ded, wever,that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure,then it shall not be deeme o be Bre if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i)the making of any general arrangement or assignment fo e b reditors;(ii)becoming a "debtor"as defined in 11 U.S.C.§101 or any successor statute thereto(unless,in the case of a petition filed again th me is dismissed within 60 days);(iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the P mises or o es 's interest in this Lease,where possession is not restored to Lessee within 30 days;or(iv)the attachment,execution or other judicial seizure o bstantially a of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where such seizure is not discharged within 30 days;provided,howe in the a nt that any provision of this subparagraph is contrary to any applicable law,such provision shall be of no force or effect,and not affect the validity th emaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially se. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i)the eath of a Guarantor,(ii)the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty,(iii)a Gu ntor's becoming insolvent or the subject of a bankruptcy filing,(iv)a Guarantor's refusal to honor the guaranty,or(v)a Guarantor's breach of its guaranty obliga ' n an anticipatory basis,and Lessee's failure,within 60 days following written notice of any such event,to provide written alternative assurance or security,w ' h,when upled with the then existing resources of Lessee,equals or exceeds the combined financial resources of Lessee and the Guarantors that existed he time of ex tion of this Lease. 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obli lions, ' hin 10 days after written notice(or in case of an emergency,without notice),Lessor may,at its option,perform such duty or obligation on Lessee's behal,' cl ing but not limited to the obtaining of reasonably required bonds, insurance policies,or governmental licenses,permits or approvals. Lessee s all pay to sor an amount equal to 115%of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a B a ssor with or without further notice or demand,and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of su Br (a) Terminate Lessee's right to possession of the Premises ny ful means,in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to_Sao ver rom Lessee: (i)the unpaid Rent which had been earned at the time of termination; (ii)the worth at the time of award of the amount by which the aid re hic ould have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could ha een nably avoided;(iii)the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award excee a amo t o uch rental loss that the Lessee proves could be reasonably avoided;and(iv)any other amount necessary to compensate Lessor for all the detrimen roximately use y the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, in ding but n t limited to the cost of recovering possession of the Premises,expenses of reletting,including necessary renovation and alteration of the Premises,reas able orneys'fees,and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The wo at the time of award of the amount referred to in provision(iii)of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Effo by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitle ermination of this Lease is obtained through the provisional remedy of unlawful detainer,Lessor shall have the right to recover in such proceeding any unpaid nt an amages as are recoverable therein,or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period re ed under P graph 13.1 was not previously given,a notice to pay rent or quit,or to perform or quit given to Lessee under the unlawful detainer statute shall als onstitute the no required by Paragraph 13.1. In such case,the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall ru one ently,and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach ofth ease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) ' ue the se and Lessee's right to possession and recover the Rent as it becomes due,in which event Lessee may sublet or assign,subject only to reasonable l,mi tions. s o aintenance,efforts to relet,and/or the appointment of a receiver to protect the Lessor's interests,shall not constitute a terminati f the L s e's rig h to possession. (c) Pur a any other remedy now or hereafter available under the laws orjudicial decisions of the state wherein the Premises are located. The expiration or t ination fthis ease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to m er cc or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. .3 ducement Recapture. Any agreement for free or abated rent or other charges,the cost of tenant improvements for Lessee paid for or performed by Lessor, for a giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease,all of which concessi s are hereinafter referred to as"Inducement Provisions",shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, ovena and conditions of this Lease. Upon Breach of this Lease by Lessee,any such Inducement Provision shall automatically be deemed deleted from this Lease a o o further force or effect,and any rent,other charge,bonus,inducement or consideration theretofore abated,given or paid by Lessor under such an Ind cement Provision shall be immediately due and payable by Lessee to Lessor,notwithstanding any subsequent cure of said Breach by Lessee. INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 7 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease,the exact amount of which will be extremely difficult to ascertain. Such costs include,but are not limited to,processing and accounting charges,and late charges which may be imposed upon Lessor by any Lender. Accordingly,if any Rent shall not be received by Lessor within 5 days after such amount shall be due,then,without any requirement for notice to Lessee,Lessee shall immediately pay to Lessor a one-time late charge equal to 10%of each such overdue amount or$100,whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount,nor prevent the exercise of any of the other rights and remedies granted hereunder. 13.5 Interest. Any monetary payment due Lessor hereunder,other than late charges,not received by Lessor,when due shall bear interest from the 31st day after it was due. The interest("Interest")charged shall be computed at the rate of 10%per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation r iZr to be performed by Lessor. For purposes of this Paragraph,a reasonable time shall in no event be less than 30 days after receipt by Lessor of written no pecifying wherein such obligation of Lessor has not been performed; provided,however,that if the nature of Lessor's obligation is such that more than 30 s are reasonably required for its performance,then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter di ligen pursued to v completion. 14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercis f said power (collectively"Condemnation"),this Lease shall terminate as to the part taken as of the date the condemning authority takes title or po e ' whic ver first occurs. If more than 10%of the floor area of the Unit,or more than 25%of the parking spaces is taken by Condemnation,Lessee may,at Lessee op' n, a exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking(or in the absence of such notice,wit ' ays the condemning authority shall have taken possession)terminate this Lease as of the date the condemning authority takes such possession Lessee oes of terminate this Lease in accordance with the foregoing,this Lease shall remain in full force and effect as to the portion of the Premises remaining, ept t e B e Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/o me all be t e property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold,the value of the par aken,o r s erance damages;provided, however,that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expe4Qes,loss of b ines goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Altera s and Uti y Installations made to the Premises by Lessee,for purposes of Condemnation only,shall be considered the property of the Lessee and Lessee shall be en ed to ny and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation,Lessor shall repair any age to the Premises caused by such Condemnation. 15. Brokerage Fees. 15.1 Additional Commission. Lessor agrees that: (a)if Lessee or anyone affiliated w' Le ee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project,or(b)if Lessee remains in Po ssion of Premises,with the consent of Lessor,after the expiration of this Lease,then Lessor shall pay Brokers a fee in accordance with the schedule attached such brokerage a agreement. The provisions of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. 15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest i ease shall be deemed to have assumed Lessor's obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9 5,22 and 15.3 Representations and Indemnities of Broker Relationships. Lesse an% ore represent and warrant to the other that it has had no dealings with any person,firm,broker,agent or finder(other than the Brokers and Agents,if an in nne ' n with this Lease,and that no one other than said named Brokers and Agents is entitled to any commission or finder's fee in connection a Le a and Lessor do each hereby agree to indemnify,protect,defend and hold the other harmless from and against liability for compensation or charges ich ma be c 'med by any such unnamed broker,finder or other similar party by reason of any dealings or actions of the indemnifying Party,including any costs, pen r eys'fees reasonably incurred with respect thereto. 16. Estoppel Certificates. (a) Each Party(as"Responding Party") all within 10 ays er written notice from the other Party(the"Requesting Party")execute,acknowledge and deliver to the Requesting Party a statement in writing i orm simila to the then most current"Estoppel Certificate"form published by AIR CRE. (b) If the Responding Party shall fail to exec or del' er the Estoppel Certificate within such 10 day period,the Requesting Party may execute an Estoppel Certificate stating that:(i)the Lease is in full force a ect without modification except as maybe represented by the Requesting Party,(ii)there are no uncured defaults in the Requesting Party's performance,and(iii)if Lessor is the Requesting Party,not more than one month's rent has been paid in advance. Prospective purchasers and encumbr cers may rely upon the Requesting Party's Estoppel Certificate,and the Responding Party shall be estopped from denying the truth of the facts contained in said rtificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause L or to' cur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain. Accordingly,should the Lessee fail to execute and/o eliver a re sted Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased,without any requirement for notice t essee,by an amo t equal to 10%of the then existing Base Rent or$100,whichever is greater for remainder of the Lease. The Parties agree that such increase' Base ent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Cerb Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Cert w41te nor p ent the exercise of any of the other rights and remedies granted hereunder. (c) IrZed finance,refinance,or sell the Premises,or any part thereof,Lessee and all Guarantors shall within 10 days after written notice from Lessor delivetial lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, includi ut t lee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in con' ence and hy for the purposes herein set forth. eAnsDe on of Lessor. The term"Lessor"as used herein shall mean the owner or owners at the time in question of the fee title to the Premises,or,if this is a suble o e Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease,Lessor shall deliver to the transfer or a signee(in cash or by credit)any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit,as aforesaid the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. bjec the foregoing,the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18. Severability. The invalidity of any provision of this Lease,as determined by a court of competent jurisdiction,shall in no way affect the validity of any other INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 8 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 provision hereof. 19. Days. Unless otherwise specifically indicated to the contrary,the word"days"as used in this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor,or its partners,members,directors,officers or shareholders,and Lessee shall look to the Premises,and to no other assets of Lessor,for the satisfaction of any liability of Lessor with respect to this Lease,and shall not seek recourse against Lessor's partners,members,directors,officers or shareholders,or any of their personal assets for such satisfaction. 21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22. No Prior or Other Agreements;Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned her ' ,and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it h made,and is relying solely upon, its own investigation as to the nature,quality,character and financial responsibility of the other Party to this Lease and as to the ature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either rty. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in rson hand or by courier)or may be sent by regular,certified or registered mail or U.S.Postal Service Express Mail,with postage prepaid,or by facsimile trans miss ,or by email,and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signa on this se shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, cep up Lessee's taking possession of the Premises,the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall conc re y tran miffed to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Date of Notice. Any notice sent by registered or certified mail,return receipt requested,shall be deemed give on the da of livery shown on the receipt card,or if no delivery date is shown,the postmark thereon. If sent by regular mail the notice shall be deemed given ho he same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight co u ntees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices delivered by hand,or ansmitted fa ' ile transmission or by email shall be deemed delivered upon actual receipt. If notice is received on a Saturday,Sunday or legal holiday,it sha a deemed ceived on the next business day. 23.3 Options. Notwithstanding the foregoing,in order to exercise any options,the Notice must be sent by C 'fled Ma' (return receipt requested),Express Mail(signature required),courier(signature required)or some other methodology that provides a receipt establishin e e the notice was received by the Lessor. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term,covenant or conditio ereof by Lessee,shall be deemed a waiver of any other term, covenantor condition hereof,or of any subsequent Default or Breach by Lessee of the same f any other term,covenant or condition hereof. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or each essee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor,notwithstanding any qualifying statements conditions de by Lessee in connection therewith,which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agre o in writing by Le or at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVE WIT EGARDTO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENTTHAT SUCH STATU S INCONSISTENT WITH THIS LEASE. 25. Disclosures Regarding The Nature of a Real Estate Agency Relationshi (a) When entering into a discussion with a real estate agent regyin rea tate transaction,a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the en ahe transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction,as follows: (i) Lessor's Agent. A Lessor's agent under a li ' g a the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor: ry y of utmost care,integrity,honesty,and loyalty in dealings with the Lessor. To the Lessee and the Lessor: (a)Diligent exercise of reasonable skills an are in pe r ce of the agent's duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent materially affec the value or desirability of the property that are not known to,or within the diligent attention and observation of,the Parties. An agent is not obligated to veal to ei her Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Lessee's Agent. An agent can agree to a as agent for the Lessee only. In these situations,the agent is not the Lessor's agent,even if by agreement the agent may receive com nsation for services rendered,either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lesse . A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable s ' s d care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith. (c)A duty to disclose all facts known to the agent mateteveal ecting a value or desirability of the property that are not known to,or within the diligent attention and observation of,the Parties. An agent is not obligate to eithe arty any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Aresentin Both Lessor and Lessee. A real estate agent,either acting directly or through one or more associate licensees,can legally be the agent of both the Lessor d the Lessee in a transaction,but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the ng affi alive obligations to both the Lessor and the Lessee:(a)A fiduciary duty of utmost care, integrity,honesty and loyalty in the dealings with either Lessor the )Other duties to the Lessor and the Lessee as stated above in subparagraphs(i)or(ii). In representing both Lessor and Lessee,the agent m with the express permission of the respective Party,disclose to the other Party confidential information,including, but not limited to,facts relating to eit r Lesse s or ssor's financial position, motivations,bargaining position,or other personal information that may impact rent,including Lessor's willingness to acce rent I tha he listing rent or Lessee's willingness to pay rent greater than the rent offered. The above duties of the agent in a real estate transaction do not retie essor Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they D press their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired,consult nt ofessional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax ces of a transaction can be complex and subject to change. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal involving any breach of duty,error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability(including court costs and attorneys'fees),of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 9 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 Broker pursuant to this Lease;provided,however,that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identify to Brokers as"Confidential"any communication or information given Brokers that is considered by such Party to be confidential. 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over,then the Base Rent shall be increased to 150%of the Base Rent applicable immediately preceding the expiration or termination. Holdover Base Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall,wherever possible,be cumulative with all other rZ at law or in equity. 28. Covenants and Conditions;Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenantsditions. In construing this Lease,all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. When r required by the context,the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties,but rather a ._ding to its fair meaning as a whole,as if both Parties had prepared it. 29. Binding Effect;Choice of Law. This Lease shall be binding upon the Parties,their personal representatives,successors and assigns and be go rned by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the o in whi the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding. 30. Subordination;Attornment;Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground leas mortgag ,dee of trust,or other hypothecation or security device(collectively,"Security Device"),now or hereafter placed upon the Premises,to any and al va on the security thereof, and to all renewals, modifications,and extensions thereof. 30.2 Attornment. In the event that Lessor transfers title to the Premises,or the Premises are acquired by other upo the reclosure or termination of a Security Device to which this Lease is subordinated(i)Lessee shall,subject to the non-disturbance provisions of ragraph 30. attorn to such new owner. 30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Le ,Lease subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement(a"Non-Disturbance Agreement")from t Le er which Non-Disturbance Agreement provides that Lessee's possession of the Premises,and this Lease,including any options to extend the term hereof,will n be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. 30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective w' out the execution of any further documents;provided,however,that, upon written request from Lessor or a Lender in connection with a sale,financing or refina n f the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination,attornment /or No\'sturbance Agreement provided for herein. 31. Attorneys'Fees. If any Party or Broker brings an action or proceeding involvi <Preiseer founded in tort,contract or equity,or to declare rights hereunder,the Prevailing Party(as hereafter defined)in any such proceeding,actio l thereon,shall be entitled to reasonable attorneys'fees. Such fees may be awarded in the same suit or recovered in a separate suit,whether or not such actioceeding is pursued to decision or judgment. The term,"Prevailing Party"shall include,without limitation,a Party or Broker who substantially s or he relief sought,as the case may be,whether by compromise, settlement,judgment,or the abandonment by the other Party or Broker of it claim e. In addition, Lessor shall be entitled to attorneys'fees,costs and expenses incurred in the preparation and service of notices of Defa d con ons in connection therewith,whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach 00 is reas able minimum per occurrence for such services and consultation). 32. Lessor's Access;Showing Premises;Repairs. Lessor and Le or's I have the right to enter the Premises at any time,in the case of an emergency,and otherwise at reasonable times after reasonable prior no' he ose of showing the same to prospective purchasers,lenders,or tenants,and making such alterations,repairs,improvements or additions to the emises a ess may deem necessary or desirable and the erecting,using and maintaining of utilities, services,pipes and conduits through the Premises an or other pre ises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability Lessee. 33. Auctions. Lessee shall not conduct,nor permit to be c cted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on t remises ordinary"For Sale"and/or"For Lease"signs at anytime. Lessee shall not place any sign upon the Project without Lessor's prior written consent. sig must comply with all Applicable Requirements. 35. Termination;Merger. nless specifi ly stated otherwise in writing by Lessor,the voluntary or other surrender of this Lease by Lessee,the mutual termination or cancellation hereof,o termi tion here by Lessor for Breach by Lessee,shall automatically terminate any sublease or lesser estate in the Premises;provided, however,that Lessor ma lec continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder any such lesser interest,shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. A req for nsent shall be in writing. Except as otherwise provided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Pa ,s co nt shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses(including but not limited to archite a ney engineers'and other consultants'fees)incurred in the consideration of,or response to,a request by Lessee for any Lessor consent,including but limited con ents to an assignment,a subletting or the presence or use of a Hazardous Substance,shall be paid by Lessee upon receipt of an invoice and suppo g d on therefor. 37. ar or. The Guarantors,if any,shall each execute a guaranty in the form most recently published by AIR CRE. 38. Qui t Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants,conditions and provisions on Lessee's part to be observed nd perf med under this Lease,Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures,and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises,Lessee,its INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 10 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 agents and invitees and their property from the acts of third parties. 40. Reservations. Lessor reserves the right:(i)to grant,without the consent or joinder of Lessee,such easements,rights and dedications that Lessor deems necessary,(ii)to cause the recordation of parcel maps and restrictions,and(iii)to create and/or install new utility raceways,so long as such easements,rights, dedications,maps,restrictions,and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 41. Authority;Multiple Parties;Execution. (a) If either Party hereto is a corporation,trust, limited liability company,partnership,or similar entity,each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall,within 30 days after re pest, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as"Lessee",each such person or entity shall be jointly and severally liable nder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease,or other document ancillary thereto and bi d all o e named Lessees,and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed bythe Parties in counterparts,each of which shall be deemed an original and all of which togeth shall co stitute o and the same instrument. 42. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be contro by the t written or handwritten provisions. 43. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be de n o o lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 44. Amendments. This Lease may be modified only in writing,signed by the Parties in interest at the time of the modifica n. 45. Accessibility;Americans with Disabilities Act. (a) The Premises: Elhave not undergone an inspection by a Certified Access Specialist(CASp). Note:A Certified Access Specialist( p)can i spect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards d state law.Although state law does not require a CASp inspection of the subject premises,the commercial property owner or lessor may not prohibit the lessee r tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant,if requesyd by the lessee or tenant.The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection,the payment of the fee for th ASp inspection,and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. have undergone an inspection by a Certified Access Specialist(CASp)and it was d rmine\copy Premises met all applicable construction-related accessibility standards pursuant to California Civil Code§55.51 et seq. Lessee acknowledges th receivedthe inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential. Elhave undergone an inspection by a Certified Access Specialist(CASp)a it was de mined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code§55.51 et seq. Less wledg that it received a copy of the inspection report at least 48 hours prior to executing this Lease and agrees to keep such report confidential except as ne ssa o plete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection ort by a ASp a Lessor shall provide a copy of the disability access inspection certificate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans ith Disabi 'es t(ADA)and other state and local accessibility statutes are dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or re sentation as o whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or a itions to a Premises in order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modifications and/or additions a sse expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT,AT THE TIME THIS LEASE IS EXECUTED,THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR ECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE OSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PREMISES,THE STRUCTURAL INTEGRITY,THE CONDITION OF THE ROOF AND OPERATING COMCLIANCE WITH THE AMERICANS WITH DISABILITIES ACTAND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNIN . THE E ISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE S OF E S TE IN WHICH THE PREMISES ARE LOCATED. The p 'es h executed this Lease at the place and on the dates specified above their respective signatures. Execu a . Executed at: On: On: LESS By LESSEE: sel Pro erties Petaluma Police Department INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30,Revised 10-22-2020 Page 11 of 12 DocuSign Envelope ID:5947AD9C-F67C-450A-964F-C990F8175C50 By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: Address: Address: Federal ID No.: Federal ID No.: BROKER BROKER Jones Lana LaSalle Brokerage, In.c Attn: Tony Sarno Attn: Title: Vice President Title: Address: 1000 4th Street, Suite 400, San Address: Rafael, CA 94901 Phon Phone: 707-217-7196 Fa Fax: ail: Email: tony.sarno@j 11.com Federal ID No.: Federal ID No.: ker DRE License#: Broker DRE License#: 01856260 Ag DRE License#: Agent DRE License#: 01430933 AIR CRE * https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of these wo ks 11(ay be reproduced in any form without permission in writing. INITIALS INITIALS ©2019 AIR CRE. All Rights Reserved. Last Edited:5/30/2023 10:22 AM MTMG-1.30, Revised 10-22-2020 Page 12 of 12