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HomeMy WebLinkAboutOrdinance 2874 N.C.S. 01/08/2024 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 EFFECTIVE DATE ORDINANCE NO. 2874 N.C.S. OF ORDINANCE February 7, 2024 Introduced by: Janice Cader Thompson Seconded by: Michael Healy AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF PETALUMA AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE AGREEMENT WITH SEAMUS REDWOOD,LP FOR 13,408 SQUARE FEET OF ADDITIONAL OFFICE SPACE FOR PUBLIC WORKS AND UTILITIES ADMINISTRATIVE OFFICES AT 1318 REDWOOD WAY WHEREAS,the administrative, engineering, and water staff of Public Works&Utilities (PW&U) currently have office space at the Water Field Office (WFO), located at 202 N. McDowell Blvd; and WHEREAS, the WFO was built in 2005, and the original intent was for only the water operations staff to work and have office space within this building; and WHEREAS,the administrative and engineering staff moved into the building shortly after the completion of the construction of the WFO; and WHEREAS, over the last 18 years,the number of staff has continued to grow,requiring remodels of existing cubicle spaces; and WHEREAS, the passage of Measure U in 2020 has supported additional personnel positions within PW&U to meet the growing needs of the City, thus creating a working space shortage at the WFO; and WHEREAS, staff has redesigned as much as possible to accommodate additional staff; and WHEREAS, the results of redesigns have resulted in small, cramped, and insufficient workspaces; and WHEREAS, staff has investigated fourteen alternative locations; and WHEREAS, staff has identified a space that would accommodate our current and immediate future needs, as well as growth, and allow for"hotel" cubicles for any City staff needing a temporary workstation; and WHEREAS,the proposed lease location is 1318 Redwood Way; and WHEREAS,the location currently has four electric vehicle(EV)charging stations,and the property manager has pledged to add four additional EV charger stations at their cost within the first year, with room to add two more in the future; and WHEREAS, having a space that accommodates our electric vehicle pool cars allows us to continue our City goal of climate sustainability; and Ordinance No. 2874 N.C.S. Page I DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 WHEREAS, securing a lease for immediate office space for Public Works employees near the main office is crucial to addressing the current lack of workspaces in City facilities, ensuring the uninterrupted and efficient functioning of City operations for the peace, morals, and welfare of the community; and WHEREAS, introducing an ordinance to approve a lease that will provide office space for the Public Works & Utilities 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 and 15305 (Minor Alterations to Land)as the lease space is located at an already improved property; and WHEREAS, the City Council unanimously passed the introduction of this ordinance with a 7-0 vote on December 18, 2023. NOW THEREFORE BE IT ORDAINED by the City Council of the City of Petaluma, as follows: Section 1. Recital Findings 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. CEQA Findings Finds that introducing an ordinance to approve a lease that 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 and 15305 (Minor Alterations to Land) as the lease space is located at an already improved property. 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 Cushman & Wakefield 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 Cushman & Wakefield 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 laws. INTRODUCED and ordered published and posted this 18th day of December 2023. ADOPTED this 8th day of January 2024 by the following vote: Ayes: McDonnell,Barnacle, Cader Thompson, Healy,Nau,Pocekay, Shribbs Noes: None Abstain: None Absent: None Ordinance No. 2874 N.C.S. Page 2 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 DocuuSS iiig nn/e�d�byy: Kevin McDonnell, Mayor ATTEST: APPROVED AS TO FORM: DocuSigned by: DocuSigned by: C'-Q- 04 Caitlin Corley, City Clerk Enc parity, City Attorney Ordinance No. 2874 N.C.S. Page 3 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 EXHIBIT A LEASE Ordinance No. 2874 N.C.S. Page 4 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 AIRCR � contracts STANDARD MULTI-TENANT OFFICE LEASE - GROSS 1. Basic Provisions("Basic Provisions"). 1.1 Parties. This Lease("Lease"),dated for reference purposes only ,is made byand between Seamus Redwood, LP (" sor") and City of Petaluma ("Lessee"),(collectively the"Parties",or individually a"Party"). 1.2(a) Premises:That certain Portion of the Project(as defined below),commonly known as(street address,suite,city,state): 1318 dw d Way, Suites 120 and 140, Petaluma, California 94954 ("Premises"). The Premises are located in the ntyof So Sonoma ,and consist of approximately 13,408 rentable square feet and approximately 11, 659 useable square feet. I dditio to Lessee rights to use and occupy the Premises as hereinafter specified,Lessee shall have non-exclusive rights to the Common Areas(as defined in Para ph . below)as hereinafter specified,but shall not have any rights to the roof,the exterior walls,the area above the dropped ceilings,or the utility raceways ofth uilding containing the Premises("Building")or to any other buildings in the Project. The Premises,the Building,the Common Areas,the land upon which re locat along with all other buildings and improvements thereon,are herein collectively referred to as the"Project." The Project consists of approximately 5, re table square feet. (See also Paragraph 2) 1.2(b) Parking: Fifty—Four (54) unreserved and Zero (0) reserved vehicle parking sp es at a ont cost of N/A per unreserved space and N/A per reserved space. (See Paragraph 2.6) 1.3 Term: Five (5) years and Six (6) months("Original Term")commencing Marc 4 ("Commencement Date")and ending August 31, 2029 ("Expiration Date"). (See also Paragraph 3) 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Pre escommen ng February 1, 2024 ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) (See also Addendum#1,161) 1.5 Base Rent: $13, 408.00 per month("Base Rent"),payable on the First (1st) day monthcommencing September 1, 2024 . (See also Paragraph4) VIf this box is checked,there are provisions in this Lease for the Base Rent to be adju d. See Paragraph 50 1.6 Lessee's Share of Operating Expense increase. Thirty Eight PoiX o percent( 38.2 %)("Lessee's Share"). In the event that the size of the Premises and/or the Project are modified during the term of this Le ,Lessors I recalculate Lessee's Share to reflect such modification. 1.7 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $13,408.00 fortheperiod Septemb 1 2024 through September 30, 2024 (b) Security Deposit: N/A ("Security Deposit"). (See also Para ph 5) (c) Parking: N/A for the period N/A (d) Other: N/A for N/A (e) Total Due Upon Execution of this Lease: $13 0 0 1.8 Agreed Use: General Administrat' e Of ice for engineering, accounting, and related activities . (See also Paragraph 6) 1.9 Base Year;Insuring Party. The Base Year is ssor is the"Insuring Party".(See also Paragraphs 4.2 and 8) 1.10 Real Estate Brokers. (See also Paragraphs and 25) (a) Representation: Each Partyacknowle es receivin a Disclosure Regarding Real Estate Agency Relationship,confirms and consents to the following agency relationships in this Lease with the following real tate br ers("Broker(s)")and/or their agents("Agent(s)"): Lessor's Brokerage Firm Keegan and Copp Co. , Inc. License No. 0 0531022 Is the broker of(check one): © the Lessor;or ❑ both the Lessee and Lessor(dual ent). Lessor's Agent Russ r License No. 01260916 is(check one): ® the Lessor's Agent (salesperson or broker associate);orE both the Lessee's Agent and the Le rs Ag t (dual agent). Lessee's BrokerageF' Cushma and Wakefield License No. 01880493 Is the broker of(check one): ® the Lessee;or ❑ both the Lessee and Lessor( I age Lessee's Agent St en Leonard License No. 00909604 is(check one): ❑ the Lessee's Agent(salesperson or broker associate);or both the Lessee's and th essor's Agent(dual agent). (b) P me kers. Upon execution and delivery of this Lease by both Parties,Lessor shall pay to the Brokers the brokerage fee agreed to in a 4Janitorial n ag ent(or if there is no such agreement,the sum of or %of the total Base Rent)for the brokerage services rendered or. he obligations of the Lessee under this Lease are to be guaranteed by N/A ("Guarantor"). (See also Paragraph 37) ness Hours for the Building: 7:0 0 a.m.to 6:0 0 p.m.,Mondays through Fridays(except Building Holidays)and N/A a.m.to n Saturdays(except Building Holidays). "Building Holidays"shall mean the dates of observation of New Year's Day,President's Day,Memorial Day, Day,Labor Day,Thanksgiving Day,Christmas Day,and or Supplied Services. Notwithstanding the provisions of Paragraph 11.1,Lessor is NOT obligated to provide the following within the Premises: orial services INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 1 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 ❑ Electricity Other(specify): 1.14 Attachments.Attached hereto are the following,all of which constitute a part of this Lease: ®an Addendum consisting of Paragraphs 52 through 62 ; Standard Lease Conditions Addendum a plot plan depicting the Premises; Exhibit A ©a current set of the Rules and Regulations; a Work Letter; Exhibit B ajanitorial schedule; ©other(specify): Rent Adjustment(s) Addendum (9(50) ; Option(s) to Extend Addendum �9151) Exhibit C - Building Signage; Exhibit D - Office Improvements; Standard Lease isclosur Addendum; Leasing Disclosure Regarding Real Estate Agency Relationship . 2. Premises. 2.1 Letting. Lessor hereby leases to Lessee,and Lessee hereby leases from Lessor,the Premises,for the term,at the rental,and po f the rms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the mark in the emises for purposes of comparison,the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should t ac I size a determined to be different. NOTE:Lessee is advised to verify the actual size prior to executing this Lease. 2.2 Condition. Subject to Addendum#t,¶52 and Exhibit B-Work Letter, Lessor shall deliver the Premises to see i ondition on the Commencement Date or the Early Possession Date,whichever first occurs("Start Date"),and warrants that the exis ' ctn ,plumbing,fire sprinkler,lighting, heating,ventilating and air conditioning systems("HVAC"),and all other items which the Lessor is obligated to co ruct pur nt the Work Letter attached hereto, if any,other than those constructed by Lessee,shall be in good operating condition on said date,that the struct I elements o the roof,bearing walls and foundation of the Unit shall be free of material defects,and that the Premises do not contain hazardous levels of any mold or gi define as toxic under applicable state or federal law. Lessor also warrants,that unless otherwise specified in writing,Lessor is unaware of(i)any recorded No so efault affecting the Premise;(ii)any delinquent amounts due under any loan secured by the Premises;and(iii)any bankruptcy proceeding affecting the Pre ' S. 2.3 Compliance. Lessor warrants that to the best of its knowledge the imp rovementsont Premises and the Common Areas comply with the building codes, applicable laws,covenants or restrictions of record,regulations,and ordinances("Applicable uirements")that were in effect at the time that each improvement, or portion thereof,was constructed. Said warranty does not apply to the use to which Less put the Premises,modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use(see Paragra 49),o any Alterations or Utility Installations(as defined in Paragraph 7.3(a))made or to be made by Lessee. NOTE:Lessee is responsible for determining ether or not zoning and other Applicable Requirements are appropriate for Lessee's intended use,and acknowledges that past uses of the Premises may longer a allowe . If the Premises do not comply with said warranty,Lessor shall,except as otherwise provided,promptly after receipt of written notice from L ee ting forth with specificity the nature and extent of such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed so as to requi during the term of this Lease the construction of an addition to or an alteration of the Premises,the remediation of any Hazardous Substance,or force t or other physical modification of the Premises("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c)below,if such Capital E iture required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general,Lessee shall be fully r onsibl ort costthereof,provided,however,that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 mo hs'Bas ent, ssee may instead terminate this Lease unless Lessor notifies Lessee,in writing, within 10 days after receipt of Lessee's termination notice that Les r s elec to paythe difference between the actual cost thereof and the amount equal to 6 months'Base Rent. If Lessee elects termination,Lessee a I im dia y cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least days therea er. ch termination date shall,however,in no event be earlier than the last day that Lessee could legally utilize the Premises without commencin uch Capital xpenditure. (b) If such Capital Expenditure is not the res of the ecific and unique use of the Premises by Lessee(such as,governmentally mandated seismic modifications),then Lessor shall pay for such Capital Expendi nd Lessee shall only be obligated to pay,each month duringthe remainder of the term of this Lease or any extension thereof,on the date that on which the Base Rent is due,an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest o e balance but may prepay its obligation at any time. If,however,such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonabl etermines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to 14seeNpless Lessee notifies Lessor,in writing,within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Less oes not e t to terminate,and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same,with Interest,from ent until Lessor' are of such costs have been fully paid. If Lessee is unable to finance Lessor's share,or if the balance of the Rent due and payable forthe re ' der is Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Less (c) ithstan the above,the provisions concerning Capital Expenditures are intended to apply onlyto non-voluntary,unexpected,and new Applicable Requir en the pital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,change in intensity of use,or modification to the re ses t n,and in that event,Lessee shall either:(i)immediately cease such changed use or intensity of use and/or take such other steps as maybe eces to iminate the requirement for such Capital Expenditure,or(ii)complete such Capital Expenditure at its own expense. Lessee shall not have any righ o termin a thi Lease. A ements. Lessee acknowledges that: (a)it has been given an opportunity to inspect and measure the Premises,(b)Lessee has been advised by an r Brokers to satisfy itself with respect to the size and condition of the Premises(including but not limited to the electrical,HVAC and fire sprinkler system sec 'ty,environmental aspects,and compliance with Applicable Requirements),and their suitability for Lessee's intended use,(c)Lessee has made such investiga on as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises,(d)it is not relyi on any representation as to the size of the Premises made by Brokers or Lessor,(e)the square footage of the Premises was not material to Lessee's isi to lease the Premises and pay the Rent stated herein,and(f)neither Lessor,Lessor's agents,nor Brokers have made any oral or written representations or war nties with respect to said matters other than as set forth in this Lease. In addition,Lessor acknowledges that:(i)Brokers have made no representations, promises or warranties concerning Lessee's abilityto honor the Lease or suitability to occupy the Premises,and(ii)it is Lessor's sole responsibility to investigate the INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 2 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 financial capability and/or suitabi I ity of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 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 shall be responsible for any necessary corrective work. 2.6 Vehicle Parking. So long as Lessee is not in default,and subject to the Rules and Regulations attached hereto,and as established by Lessor from time to time,Lessee shall be entitled to rent and use the number of parking spaces specified in Paragraph 1.2(b)at the rental rate applicable from time to time for monthly parking as set by Lessor and/or its licensee. (a) If Lessee commits,permits or allows any of the prohibited activities described in the Lease or the rules then in effect,then Lessor shall have the right, without notice,in addition to such other rights and remedies that it may have,to remove or tow away the vehicle involved and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. (b) The monthly rent per parking space specified in Paragraph 1.2(b)is subject to change upon 30 days prior written notice to Lessee.Th/ren r the parking is payable one month in advance prior to the first day of each calendar month. 2.7 Common Areas-Definition. The term"Common Areas"is defined as all areas and facilities outside the Premises and within the exterior btheProjectand interior utility raceways and installations within the Premises thatareprovided anddesignated by the Lessor from time to time fo a genon-exclusive use of Lessor,Lessee and other tenants of the Project and their respective employees,suppliers,shippers,customers,contractorinviteg parking areas,loading and unloading areas,trash areas,roofs,roadways,walkways,driveways and landscaped areas. 2.8 Common Areas-Lessee's Rights. Lessor grants to Lessee,for the benefit of Lessee and its employees,suppliers,shippers,contractor stomers and invitees,during the term of this Lease,the non-exclusive right to use,in common with others entitled to such use,the Common Areas a ey exist time to time, subject to any rights,powers,and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations r re 'ons verning the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the ri ht to sto a prop ty,temporarily or permanently,in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or.Le is igna d agent,which consent may be revoked at any time. In the eventthat any unauthorized storage shall occur,then Lessor shall have the right,with t notice, add 'on to such other rights and remedies that it may have,to remove the property and charge the cost to Lessee,which cost shall be immediately paya up by Lessor. 2.9 Common Areas-Rules and Regulations. Lessor or such other person(s)as Lessor may appoint shall hav lu control and management of the Common Areas and shall have the right,from time to time,to adopt,modify,amend and enforce reasonable rul and regul 'ons "Rules and Regulations")for the management,safety,care,and cleanliness of the grounds,the parking and unloading of vehicles and the preservNon good)essor der,as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and to auch Rules and Regulations,and shall use its best efforts to cause its employees,suppliers,shippers,customers,contractors and invitees to so abide am. shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by other tenants of the Project. 2.10 Common Areas-Changes. Lessor shall have the right,in Lessor's sole discretion,from Me to time: (a) To make changes to the Common Areas,including,without limitation,change the location,size,shape and number of the lobbies,windows, stairways,air shafts,elevators,escalators,restrooms,driveways,entrances,parking spaces r areas,loading and unloading areas,ingress,egress,direction of traffic,landscaped areas,walkways and utility raceways; (b) To close temporarily any of the Common Areas for maintenance p u r es so long as r son able access to the Premises remains available; (c) To designate other land outside the boundaries of the Project to apart o he Common Areas; (d) To add additional buildings and improvements to the Common Area (e) To use the Common Areas while engaged in making additio I improve nts,repairs or alterations to the Project,or any portion thereof;and (f) To do and perform such other acts and make such other cha to or ' h respect to the Common Areas and Project as Lessor may,in the exercise of sound business judgment,deem to be appropriate. 3. Term. 3.1 Term.The Commencement Date,Expiration Date a Original rm o this Lease areas specified in Paragraph 1.3. 3.2 Early Possession. Any provision herein granting Lessee rl oss ' in of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. An n air ossession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Gomm en ment Date, e o ligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease(including but not limited to the o ations to p y Lessee's Share of the Operating Expense Increase)shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use comm ci reasonable efforts to deliver exclusive possession of the Premises to Lessee by the Commencement Date. If,despite said efforts,Lessor is unable o deliver possession by such date,Lessor shall not be subject to any liability therefor,nor shall such failure affect the validity of this Lease change the Expiration Date. Lessee shall not,however,be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premise d 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 id7ered t L Notice uld otherwise have enjoyed under the terms hereof,but minus any days of delay caused by the acts or omissions of Lessee. If possession is no days after the Commencement Date,as the same maybe extended under the terms of any Work Letter executed by Parties,Lessee may,at itsn,by writing within 10 days after the end of such 60 day period,cancel this Lease,in which event the Parties shall be discharged from all obli tions h eunder. If such written notice is not received by Lessor within said 10 day period,Lessee's right to cancel shall terminate. If possession of the Premise ' delivered within 120 days after the Commencement Date,this Lease shall terminate unless other agreements are reached between Lessor and Lesse in writing. 3.4 Lessee o ce. sor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insura a(P agr 8.5). Pending delivery of such evidence,Lessee shall be required to perform all of its obligations underthis Lease from and afterthe Start D in din a payment of Rent,notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further,if Lessee is re red to p or ny other conditions priorto or concurrent with the Start Date,the Start Date shall occur but Lessor may elect to withhold possession until such condi s ar 4. nt. 4. Re Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease(except for the Security Deposit)are deemed to be rent("Rent"). 4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof,in addition to the Base Rent,Lessee's Share of the amount by which all perati Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year,such excess being hereinafter referred to as the ting Expense Increase",in accordance with the following provisions: (a) "Base Year"is as specified in Paragraph 1.9. ® INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 3 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 (b) "Comparison Year"is defined as each calendar year during the term of this Lease subsequent to the Base Year;provided,however,Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 12 months of the Lease Term(other than such as are mandated by a governmental authority,as to which government mandated expenses Lessee shall pay Lessee's Share,notwithstanding they occur during the first twelve(12)months). Lessee's Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsible for a share of such increase. (c) The following costs relating to the ownership and operation of the Project,calculated as if the Project was at least 95%occupied,are defined as "Operating Expenses": (i) Costs relating to the operation,repair,and maintenance in neat,clean,safe,good order and condition,but not the replacement(see subparagraph(g)),of the following: (aa) The Common Areas,including their surfaces,coverings,decorative items,carpets,drapes and window coverings,and including king areas,loading and unloading areas,trash areas,roadways,sidewalks,walkways,stairways, parkways,driveways,landscaped areas,striping,bumpers,i ation systems,Common Area lighting facilities,building exteriors and roofs,fences and gates; (bb) All heating,air conditioning,plumbing,electrical systems,life safety equipment,communication systems and other a pment use 'n common by,or for the benefit of,tenants or occupants of the Project,including elevators and escalators,tenant directories,fire detection syst s including sprin r system maintenance and repair. (cc) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises a r any other space occupied by a tenant. (ii) The cost of trash disposal,janitorial and security services,pest control services,and the costs of any environment insp s; (iii) The cost of any other service to be provided by Lessor that is elsewhere in this Lease stated to bean"Operating Ex n (iv) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and y de ctib portion of an insured loss concerning the Building or the Common Areas; (v) The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10; (vi) The cost of water,sewer,gas,electricity,and other publicly mandated services not separately (vii) Labor,salaries,and applicable fringe benefits and costs,materials,supplies and tools,used' maintaini an or cleaning the Project and accounting and management fees attributable to the operation of the Project; (viii) The cost of any capital improvement to the Building or the Project not covered under the pro ' ions of P ragraph 2.3 provided;however,that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required a ore than Lessee's Share of 1/144th of the cost of such Capital Expenditure in any given month; (ix) The cost to replace equipment or improvements that have a useful life for ounting purposes of 5 years or less. (x) Reserves set aside for maintenance,repair and/or replacement of Com Area improvements and equipment. (d) Any item of Operating Expense that is specifically attributable to the Prem' s, a Building or to any other building in the Project or to the operation, repair and maintenance thereof,shall be allocated entirely to such Premises,Building,o ther bui 'ng. However,any such item that is not specifically attributable to the Building or to any other building or to the operation,repair and maintenance the of,shall be eq bly allocated by Lessor to all buildings in the Project. (e) The inclusion of the improvements,facilities and services setfort Subpa graph 4.2(c)shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Pr ' c ready has the same,Lessor already provides the services,or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (f) Lessee's Share of Operating Expense Increase is payable mo t the s e day as the Base Rent is due hereunder. The amount of such payments shall be based on Lessor's estimate of the Operating Expenses. Within 60 da aft request(but not more than once each year)Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the act mon a Operating Expenses forthe preceding year. If Lessee's payments during such Year exceed Lessee's Share,Lessee shall credit the amount of such o -payme t ag st Lessee's future payments. If Lessee's payments during such Year were less than Lessee's Share,Lessee shall pay to Lessor the amount of the de ' ncy w' ' 10 ays after delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by cash payment any bala ete ' d to exist with respect to that portion of the last Comparison Year for which Lessee is responsible as to Operating Expense Increases,notwit anding t t Lease term may have terminated before the end of such Comparison Year. (g) Operating Expenses shall not includ he costs of r lace ent for equipment or capital components such as the roof,foundations,exterior walls or a Common Area capital improvement,such as the parkin of paving, levators,fences that have a useful life for accounting purposes of 5 years or more. (h) Operating Expenses shall not include any ens paid by anytenant directly to third parties,or as to which Lessor is otherwise reimbursed by any third party,other tenant,or by insurance proceeds. 4.3 Payment. Lessee shall caus payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deduction(except pecifically permitted in this Lease). All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inac a such inaccuracy shall not constitute a waiver and Lessee shall be obligated to paythe amount set forth in this Lease. Rent for any period during the term he f whi is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lesso t its addres ated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less t the a ount then ue shall not be a waiver of Lessor's rights to the balance of such Rent,regardless of Lessor's endorsement of any check so stating. In the event t an heck,draft,or other instrument of payment given by Lessee to Lessor is dishonored for any reason,Lessee agrees to payto Lessor the sum of$25 in addition t ny Late Charge and Lessor,at its option,may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and ey's fe second to accrued interest,then to Base Rent and Common Area Operating Expenses,and any remaining amount to any other outstanding charg or c S. Seid"iftepoW Lessee shall de osit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of its obligations 4:1 -ta@ fails%Q pay RQP%'or athapAxise Defai-its i-pd@r this Lease,LassGr may 61s@,apply Gr r@taip 211 or apy pQrtiap Qf said Sacwri%y D@pQsm%fQr thta a m t of a uA already due Lessor,for Rents which will be due in the future and/or to reimburse or compensate Lessor for any liability,expense,loss o00 r lamageNhA Lessor ma suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after writte egL�kst therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases the term afthis I ga�@ I Q�SQQ rhall,I-Pon writtep raqua"from I assar,deposit additiopal PPQA*QS With 1 92SOr 90 th2t thQ t0t2l=01'At Of thQ SQCI Irity Deposit shall aly times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended control of Lessee occurs during this Lease and following such change the financial condition of Lessee is,in Lessor's reasonable judgment,significantly reduced,Lessee INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 4 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days afterthe expiration or termination of this Lease,Lessor shall return that portion of the Security Deposit not used or applied by Lessor. Lessor shall upon written request provide Lessee with an accounting showing how that portion of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be 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 DEPOSIT SHALL NOT 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 Premises only for the Agreed Use,or any other legal use which is reasonably comparable thereto,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 or a nuisance,or that disturbs occupa of or causes damage to neighboring premises or properties. Other than guide,signal and seeing eye dogs,Lessee shall not keep or allow in the Premises any ,p s,animals, birds,fish,or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use,so Ion t ame will not impair the structural integrity of the improvements of the Building,will not adversely affect the mechanical,electrical,HVAC,and other syste of the Bu ing, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent,Lessor shall within 7 days after such request ve written notification of same,which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term"Hazardous Substance"as used in this Lease shall mean any product, su stance,or ste whose %presence,use,manufacture,disposal,transportation,or release,either by itself or in combination with other materials expected to be n re is either: (i) potentially injurious to the public health,safety or welfare,the environment or the Premises,(ii)regulated or monitored by any governm ntal .y,or(iii)a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. dous stances shall include,but not be limited to,hydrocarbons,petroleum,gasoline,and/or crude oil or any products,byproducts or fractions thereof. Le a shall not en age in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Le rand 'rn I4cd#npliance(at Lessee's expense)with all Applicable Requirements. "Reportable Use"shall mean(i)the installation or use of any above or be ro orage tank,(ii)the generation, possession,storage,use,transportation,or disposal of a Hazardous Substance that requires a permit from,or wit espect wh a report,notice,registration or business plan is required to be filed with,any governmental authority,and/or(iii)the presence at the Premises a Hazardou ubs ance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighb ' g prope s. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the A ed Us such as ordinary office supplies(copier toner,liquid paper,glue,etc.)and common household cleaning materials,so long as such use is in compliance with all A able Requirements,is not a Reportable Use,and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition,Lessor may condition its consentto any Reportable Use upon receiving such additional surances as Lessor reasonably deems necessary to protect itself,the public,the Premises and/or the environment against damage,contamination, injury and/or ' 'lity,including,but not limited to,the installation(and removal on or before Lease expiration or termination)of protective modifications(such as concrete enc emen and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows,or has reasonable cause tcXediatel ve,that a ardous Substance has come to be located in,on,under or about the Premises,other than as previously consented to by Lessor,Lessee shall i give writ notice of such fact to Lessor,and provide Lessor with a copy of any report,notice,claim or other documentation which it has concerning t re ce of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous stance to be spilled or released in,on,under,or aboutthe Premises (including through the plumbing or sanitary sewer system)and shall prompt essee's ense,complywith all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended,whether or not formally o ere ui ed,for the cleanup of any contamination of,and for the maintenance, security and/or monitoring of the Premises or neighboring pro pert at wa c sed or materially contributed to by Lessee,or pertaining to or involving any Hazardous Substance brought onto the Premises during the ter this L se, or for Lessee,or any third party. (d) Lessee Indemnification. Lessee shall indemni defend d hol Lessor,its agents,employees,lenders and ground lessor,if any,harmless from and against any and all loss of rents and/or damages,liabilities,judgm s, im , enses,penalties,and attorneys'and consultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or f ess or y third party(provided,however,that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous stance and r theaPremises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include,but not be limited to,the a is of any co tamination or injury to person,property or the environment created or suffered by Lessee,and the cost of investigation,removal,remediation,restorati and/or batement,and shall survive the expiration ortermination ofthis Lease. No termination, cancellation or release agreement entered into by Lessor an ee 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 o such agreement. (e) Lessor lndemnificati . Except as otherwise provided in paragraph 8.7,Lessor and its successors and assigns shall indemnify,defend,reimburse and hold Lessee,its employees and len rs,harmless from and against any and all environmental damages,including the cost of remediation,which result from Hazardous Substances which ex ' ed the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor,its agents or employees. LessoyobligatioRSiiiias and when required by the Applicable Requirements,shall include, but not be limited to,the cost of investigation, removal,remediation,re s ration and/or a tement,and shall survive the expiration or termination of this Lease. (f) Invest! tions Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities have ' isdiction with respectto the existence of Hazardous Substances on the Premises prior to Lessee's occupancy,unless such remediation measure is requir as a resu f Lessee's use(including"Alterations",as defined in paragraph 7.3(a)below)of the Premises,in which event Lessee shall be responsible for su h p nt. L see shall cooperate fully in any such activities at the request of Lessor,including allowing Lessor and Lessor's agents to have reasonable access t re s at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. 000 g Les Termination Option. If a Hazardous Substance Condition(see Paragraph 9.1(e))occurs during the term of this Lease,unless Lessee is legally resp slble the for which case Lessee shall make the investigation and remediation thereof required bythe Applicable Requirements and this Lease shall continue in full ce a ut subject to Lessor's rights under Paragraph 6.2(d)and Paragraph 13),Lessor may,at Lessor's option,either(i)investigate and remediate such ,0064;do bstance Condition,if required,as soon as reasonably possible at Lessor's expense,in which event this Lease shall continue in full force and effect,or(ii)if the est at cost to remediate such condition exceeds 12 times the then monthly Base Rent or$100,000,whichever is greater,give written notice to Lessee,within 30 days iter receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition,of Lessor's desire to terminate this Lease as of the date 60 days foil ing the date of such notice. In the event Lessor elects to give a termination notice,Lessee may,within 10 days thereafter,give written notice to Lessor of ssee,' commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or$100,000,whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event,this Lease shall continue in full force and effect,and Lessor shall proceed to make such remediation as soon as reasonably possible after INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 5 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided,this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease,Lessee shall,at Lessee's sole expense,fully,diligently and in a timely manner,materially comply with all Applicable Requirements,the requirements of any applicable fire insurance underwriter or rating bureau,and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the Premises,without regard to whether said Applicable Requirements are now in effect or become effective after the Start Date. Lessee shall,within 10 days after receipt of Lessor's written request,provide Lessor with copies of all permits and other documents,and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor,and shall immediately upon receipt,notify Lessor in writing(with copies of any documents involved)of anythreatened or actual claim,notice,citation,warning,complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise,Lessee shall immediately give written notice to Lessor of:(i) any water damage to the Premises and any suspected seepage,pooling,dampness or other condition conducive to the production of mold;or(ii)any mus' ess or other odors that might indicate the presence of mold in the Premises. 6.4 Inspection;Compliance. Lessor and Lessor's"Lender"(as defined in Paragraph 30)and consultants authorized by Lessor shall have the ri to a er into Premises at anytime,in the case of an emergency,and otherwise at reasonable times,after reasonable notice,for the purpose of inspecting and/ testing th condition of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor,u ss a violation o Applicable Requirements,or a Hazardous Substance Condition(see Paragraph 9.1(e))is found to exist or be imminent,orthe inspection is re sted ordered by a governmental authority. In such case,Lessee shall upon request reimburse Lessor for the cost of such inspection,so long as such inspection is re ably related to the violation or contamination. In addition,Lessee shall provide copies of all relevant material safety data sheets(MSDS)to Lessor wit ' 0 days o e receipt of written request therefor. Lessee acknowledges that any failure on its part to allow such inspections or testing will expose Lessor to risk n tia cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain. Accordingly,should the Lessee it allow uch inspections and/ortesting in a timelyfashion the Base Rent shall be automatically increased,without any requirement for notice to Les ,by am nt equal to 10%of the then existing Base Rent or$100,whichever is greater for the remainder to the Lease. The Parties agree that such increase' Base Re repr ents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to allow such inspection and/o sti crease in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercisQrepLess er rights and remedies granted hereunder. 7. Maintenance;Repairs, Utility Installations;Trade Fixtures and Alterations. 7.1 Lessee's Obligations. Notwithstanding Lessor's obligation to keep the Premises in good condition anshall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Prquipment(wherever located)that serves only Lessee or the Premises,to the extent such cost is attributable to abuse or misuse. In aci ition,Lessee ratherthan the Lessor shall be responsible forthe cost of painting,repairing or replacing wall coverings,and to repair or replace any similar impr ments within the Premises. Lessor may,at its option,upon reasonable notice,elect to have Lessee perform any particular such maintenance or repairs ost of which is otherwise Lessee's responsibility hereunder." 7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2(Condition),V. (Co iance),4.2(Operating Expenses),6(Use),7.1(Lessee's Obligations),9(Damage or Destruction)and 14(Condemnation),Lessor,subjectto rei . sement p uant to Paragraph 4.2,shall keep in good order,condition and repair the foundations,exterior walls,structural condition of interior bearing walls, erior r of,fire sp kler system,fire alarm and/or smoke detection systems,fire hydrants,and the Common Areas. 7.3 Utility Installations;Trade Fixtures;Alterations. (a) Definitions. The term"Utility Installations"refers to all flo windo overings,air lines,vacuum lines,power panels,electrical distribution, security and fire protection systems,communication cabling,lightingfixtures, VA me t,and plumbing in or on the Premises. The term"Trade Fixtures"shall mean Lessee's machinery and equipment that can be removed with oing a rial damage to the Premises. The term"Alterations"shall mean any modification of the improvements,other than Utility Installations or Trade Fix es,wh ther y addition or deletion. "Lessee Owned Alterations and/or Utility Installations"are defined as Alterations and/or Utility Installations made by Less that are of ye wned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations o til' Ins tions to the Premises without Lessor's prior written consent. Lessee may,however, make non-structural Alterations or Utility Installations t e in or the Premises(excluding the roof)without such consent but upon notice to Lessor,as long as they are not visible from the outside,do not involve cturing, re cat or removing the roof,ceilings,floors or any existing walls,will not affect the electrical, plumbing,HVAC,and/or life safety systems,do not tri r the requi ment for additional modifications and/or improvements to the Premises resulting from Applicable Requirements,such as compliance with Title and th cumulative cost thereof during this Lease as extended does not exceed$2000. Notwithstanding the foregoing,Lessee shall not make or permit any roof gene s and/or install anything on the roof without the prior written approval of Lessor. Lessor may,as a precondition to granting such approval,require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which requir a consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)acq ' mg all applicable governmental permits,(ii)furnishing Lessor with copies of both the permits and the plans and specifications priorto commencement of the rk, d(iii)compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Inst ations sh a performed in a workmanlike mannerwith good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans d specifications. or work which costs an amount in excess of one month's Base Rent,Lessor may condition its consent upon Lessee providing a lien and co letion nd 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 Deposi Lessor. (c) ' s;Bonds. essee shall pay,when due,all claims for labor or materials furnished or alleged to have been furnished to orfor Lessee at or for use on the Premises,whi c are o ay be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days n tic rior he commencement of any work in,on or about the Premises,and Lessor shall have the right to post notices of non-responsibility. If Lessee c test a validity of any such lien,claim or demand,then Lessee shall,at its sole expense defend and protect itself,Lessor and the Premises against the sam nd shall ay a satisfy any such adverse judgment that maybe rendered thereon before the enforcement thereof. If Lessor shall require,Lessee shall furnish a sure bon ' unt equal to 150%of the amount of such contested lien,claim or demand, indemnifying Lessor against liability for the same. If Lessor elects tics in any such action,Lessee shall pay Lessor's attorneys'fees and costs. nership;Removal;Surrender,and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided,all Alterations and Utility Installations made by Lessee s II be the property of Lessee,but considered a part of the Premises. Lessor may,at any time,elect in writing to be the owner of all or any specified part of Le a Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b)hereof,all Lessee Owned Alterations and Utility Installations sha at the expiration or termination of this Lease,become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, `4 INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 6 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal 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 by the Expiration Date or any earlier termination date,with all of the improvements, parts and surfaces thereof clean and free of debris,and in good operating order,condition and state of repair,ordinary wear and tear excepted. "Ordinary wear and tear"shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing and the provisions of Paragraph 7.1(a),if the Lessee occupies the Premises for 12 months or less,then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned bythe installation,maintenance or removal of Trade Fixtures,Lessee owned Alterations and/or Utility Installations,furnishings,and equipment as well as the removal of any storage tank installed by orfor Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by orfor Lessee,or any third party(except Hazardous Substances which were deposited via underground migration from areas outside of the Premises)to the level specified in Applicable Requirements. Trade Fixtures sh 11 remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier ter ation date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to tim vacate�the Premises pursuant to this Paragraph 7.4(c)without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below 8. Insurance;Indemnity. 8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are includ a perating Expenses(see paragraph 4.2(c)(iv)).Said costs shall include increases in the premiums resulting from additional coverage related to re uirement the holder of a mortgage or deed of trust covering the Premises,Building and/or Project,increased valuation of the Premises,Building and/or Project, ener remium rate increase. Said costs shall not,however,include any premium increases resulting from the nature of the occupancy of any other tenant o he i If the Project was not insured for the entirety of the Base Year,then the base premium shall be the lowest annual premium reasonably obt ' for t equired insurance as of the Start Date,assuming the most nominal use possible of the Building and/or Project. In no event,however,shall Lessee respon 'ble any portion of the premium cost attributable to liability insurance coverage in excess of$2,000,000 procured under Paragraph 8.2(b). 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of urance of ing Lessee and Lessor as an additional insured against claims for bodily injury,personal injury and property damage based upon or arising o of the owne hip, se,occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single li 't coverage n an amount not less than$1,000,000 per occurrence with an annual aggregate of not less than$2,000,000. Lessee shall add Lessor as an additional insur y m ns of an endorsement at least as broad as the Insurance Service Organization's"Additional Insured-Managers or Lessors of Premises"Endorsement and covera all also be extended to include damage caused by heat,smoke or fumes from a hostile fire. The policy shall not contain any mtra-insured xclusions as between insured persons or organizations,but shall include coverage for liability assumed under this Lease as an"insured contract"for the perform ce of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not,however,limit the liability of Lessee nor relieve Lessee of any obliga ' ereunder. Lessee shall provide an endorsement on its liability policy(ies)which provides that its insurance shall be primary to and not contributory with y simi insurance carried by Lessor,whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as descr' d in Pa agraph 8. a),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 ther 8.3 Property Insurance-Building,Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep i e a polic r policies of insurance in the name of Lessor,with loss payable to Lessor, any ground-lessor,and to any Lender insuring loss or damage tc the Building nd/or .Prot. The amount of such insurance shall be equal to the full insurable replacement cost of the Building and/or Project,as the same sQ' om ti o time,orthe amount required by any Lender,but in no event more than the commercially reasonable and available insurable value thereof. ed terations and Utility Installations,Trade Fixtures,and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is availablecially propriate,such policy or policies shall insure against all risks of direct physical loss or damage(except the perils of flood and/or earthquake unles der),including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading,demolition,rqkforce ementof anyportion ofthePremises asthe resultofa covered loss. Said policy orpolicies shall also contain an agreed valuation provision in lieause,waiver of subrogation,and inflation guard protection causing an increase in the annual property insurance coverage amount by a fac t an the adjusted U.S.Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If suc erage has a deductible clause,the deductible amount shall not exceed$5,000 per occurrence. (b) Rental Value. Lessor shall also obtaiforce a policy or policies in the name of Lessor with loss payable to Lessor and any Lender,insuring the loss of the full Rent for one year with an extendedemnity for an additional 180 days("Rental Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of a coinsurance clause,and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee,for the next 12 month per' (c) Adjacent Prem' s. see shall pay for any increase in the premiums forthe property insurance of the Building and for the Common Areas or other buildings in the Project if sai creaseNSSS d by Lessee's acts,omissions,use or occupancy of the Premises. (d) Lessee's provemena Lessor is the Insuring Party,Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in ques n has ome the property of Lessor under the terms of this Lease. 8.4 Lessee's Prope sines,Interruption Insurance;Worker's Compensation Insurance. (a) erty Da ge. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property,Trade Fixtures,and Lessee Owned Alterations and U ity latio Such insurance shall be full replacement cost coverage with a deductible of not to exceed$1,000 per occurrence. The proceeds from any such insu nc a used by Lessee for the replacement of personal property,Trade Fixtures and Lessee Owned Alterations and Utility Installations. Wo er's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as maybe required by Appl' I e Req rem ts. Such policy shall include a'Waiver of Subrogation'endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the ce 'ficat ce or copy of the policy required by paragraph 8.5. Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirec ss 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 s a result of such perils. (d) No Representation of Adequate Coverage. Lessor makes no representation thatthe limits or forms of coverage of insurance specified herein are equ to cover Lessee's property,business operations or obligations under this Lease. .5 Insurance Policies. Insurance required herein shall be by companies maintaining duringthe policyterm a"General Policyholders Rating"of at least A-,VII, as set forth in the most current issue of"Best's Insurance Guide",or such other rating as may be required by a Lender. Lessee shall not do or permitto be done `v► INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 7 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 anything which invalidates the required insurance policies. Lessee shall,prior to the Start Date,deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 10 days prior written notice to Lessor. Lessees ha I I,at least 30 days prior to the expiration of such policies,furnish Lessor with evidence of renewals or"insurance binders"evidencing renewal thereof,or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee,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 remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it,the other Party may,but shall not be required to,procure and maintain the same. 8.6 Waiver of Subrogation. Without affecting any other rights or remedies,Lessee and Lessor each hereby release and relieve the other,and waive 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 required to be insured against herein. The effect of such releases and waivers is not limited bythe amount of insurance carried or required,or by any deductibles applicable hereto. The Parties agre o have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee,as the cas ay be,so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct,Lessee shall indemnify,protect,defend and hold harmless the Pr ises,Less nd its agents,Lessor's master or ground lessor,partners and Lenders,from and against any and all claims,loss of rents and/or damages,liens,jud ents,penalties, attorneys'and consultants'fees,expenses and/or liabilities arising out of,involving,or in connection with,a Breach of the Lease by Lessee an or the se and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees,contractors or invitees. If any action or proceeding is broug ainst Lessor by reason of any of the foregoing matters,Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfact Lessor Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its ag t eithe essor nor its agents shall be liable under any circumstances for:(i)injury or damage to the person or goods,wares,merchandise or other ope of L see, Lessee's employees, contractors,invitees,customers,or any other person in or about the Premises,whether such damage or injury is caused b r results om ,steam,electricity,gas, water or rain,indoor air quality,the presence of mold or from the breakage,leakage,obstruction or other defects of pipes,fi spri , 'res,appliances,plumbing, HVAC or lighting fixtures,or from any other cause,whether the said injury or damage results from conditions ansin on the ises or upon other portions of the Building,or from other sources or places,(ii)any damages arising from any act or neglect of any other tenant of ssor or fro th ilure of Lessor or its agents to enforce the provisions of any other lease in the Project,or(iii)injury to Lessee's business or for any loss of inco or profit the efrom. Instead,it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies)that Less is requi d to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insur nce required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease,the extent of whi will be extremely difficult to ascertain. Accordingly,for any month or portion thereof that Lessee does not maintain the required insurance and/or does not prov' a Lessor with the required binders or certificates evidencing the existence of the required insurance,the Base Rent shall be automatically increased,witho N ment for notice to Lessee,by an amount equal to 10%of the then existing Base Rent or$100,whichever is greater. The parties agree that such incre a irepresents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain th equire. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such in ran ce, vent the exercise of any of the other rights and remedies granted hereunder,nor relieve Lessee of its obligation to maintain the insurance specified in 's ase. 9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage"shall mean damage or uctYofthe ovements on the Premises,other than Lessee Owned Alterations and Utility Installations,which can reasonably be repaired in 3 months or le rom amage or destruction,and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within days fro damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction"shall mean damage d ru to the improvements on the Premises,other than Lessee Owned Alterations and Utility Installations and Trade Fixtures,which cannot real a be r aired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor all notify Le ee i riting within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss"shall mean damage o\ob tio)ed' mprovements on the Premises,otherthan Lessee Owned Alterations and Utility Installations and Trade Fixtures,which was caused by an event requireo bythe insurance described in Paragraph 8.3(a),irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Cost" all mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately priorthereto,' cluding demolition,debris removal and upgrading required bythe operation of Applicable Requirements,and without deduction for depreciation. (e) "Hazardous bstance dition"shall mean the occurrence or discovery of a condition involving the presence of,or a contamination by,a Hazardous Substance,in, ,or under the mises which requires restoration. 9.2 Partial Dam <app d Loss. If a Premises Partial Damage that is an Insured Loss occurs,then Lessor shall,at Lessor's expense,repair such damage(but not Lessee's Trade Fixtureee Owned Alterations and Utility Installations)as soon as reasonably possible and this Lease shall continue in full force and effect; provided,howev that Lell,at Lessor's election,make the repair of any damage or destruction the total cost to repair of which is$5,000 or less,and,in such event,Lessor shal a able insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing,if the required insurance was not i for or insurance proceeds are not sufficient to effect such repair,the Insuring Party shall promptly contribute the shortage in proceeds as and wh re 'redXni mplete said repairs. In the event,however,such shortage was due to the fact that,by reason of the unique nature of the improvements,full repl ment co t innce coverage was not commercially reasonable and available,Lessor shall have no obligation to pay for the shortage in insurance proceeds or to ful estor ue aspects of the Premises unless Lessee provides Lessor with the funds to cover same,or adequate assurance thereof,within 10 days in eipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period,the party r o le for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assuranc are not received,Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i)make such restoration and repair as is commer ally reasonable with Lessor paying any shortage in proceeds,in which case this Lease shall remain in full force and effect,or(ii)have this Lease terminate 30 s t eafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage du flood or earthquake shall be subject to Paragraph 9.3,notwithstanding that there maybe some insurance coverage,but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 8 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 9.3 Partial Damage-Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs,unless caused by a negligent or willful act of Lessee(in which event Lessee shall make the repairs at Lessee's expense),Lessor may either: (i)repair such damage as soon as reasonably possible at Lessor's expense(subject to reimbursement pursuant to Paragraph 4.2),in which event this Lease shall continue in full force and effect,or(ii)terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease,Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such eventthis Lease shall continue in full force and effect,and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment,this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction. Notwithstanding any other provision hereof,if a Premises Total Destruction occurs,this Lease shall terminate 60 days follow' such Destruction. If the damage or destruction was caused bythe gross negligence or willful misconduct of Lessee,Lessor shall have the right to recover Less damages from Lessee,except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds a month's se Rent,whether or not an Insured Loss,Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by gi ' g a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing,if Lessee at that ti has a xercisable option to extend this Lease or to purchase the Premises,then Lessee may preserve this Lease by,(a)exercising such option and(b)providing Les ith any shortage in insurance proceeds(or adequate assurance thereof)needed to make the repairs on or before the earlier of(i)the date which is 10 after Les s receipt of Lessor's written notice purporting to terminate this Lease,or(ii)the day prior to the date upon which such option expires. If Lessee duI xer uch ption during such period and provides Lessor with funds(or adequate assurance thereof)to cover any shortage in insurance proceeds,Lessor shall,a e rs co mercially reasonable expense,repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. esse fails exercise such option and provide such funds or assurance during such period,then this Lease shall terminate on the date specified in the terminati notice a Les e's option shall be extinguished. 9.6 Abatement of Rent;Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazard s Substan Co ition for which Lessee is not responsible under this Lease,the Rent payable by Lessee for the period required for the repair,remediation or r oration of s ch damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired,but not to exceed the proceeds receive rom the ental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee,and Lessor shall have no liabilityfor any such damage, tru on,remediation,repair or restoration except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not c mence,in a substantial and meaningful way,such repair or restoration within 90 days after such obligation shall accrue,Lessee may,at anytime prior to commencement of such repair or restoration,give written notice to Lessor and to any Lenders of which Lessee has actual notice,of Lessee's election to termin t Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced with' 0 days reafter,this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days,this Lease shal ontinue in full ce and effect. "Commence"shall mean either the unconditional authorization of the preparation of the required plans,or the begin g ofth ctual work on the Premises,whichever first occurs. 9.7 Termination;Advance Payments. Upon termination of this Lease pursua t aragraph 6.2(g)or Paragraph 9,an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by L see to Les Lessor shall,in addition,return to Lessee so much of Lessee's Security Deposit as has not been,or is not then required to be,used by Lessor. 10. Real Property Taxes. 10.1 Definitions.As used herein,the term"Real PropertyQthroject I inc de anyform of assessment;real estate,general,special,ordinary or extraordinary,or rental levy or tax(other than inheritance,personal income or a impr vement bond;and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project,Lessor's right to othee m,and/or Lessor's business of leasing,by any authority having the direct or indirect powerto tax and where the funds are generated witgor(M)levie address. "Real Property Taxes"shall also include any tax,fee,levy,assessment or charge,or any increase therein:(i)imposed by reasouring the term of this Lease,including but not limited to,a change in the ownership of the Project,(ii)a change in the improvements thereon,aie or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes. Except as otherwise pr raph 10.3,Lessorshall paythe Real Property Taxes applicable tothe Project,and said payments shall be included in the calculation of Operating Expeance with the provisions of Paragraph 4.2. 10.3 Additional Improvements. Operating Expot include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by additional improvements p ed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof,Lessee shal owever,pay to Lessor at the time Operating Expenses are payable under Paragraph 4.2,the entirety of any increase in Real Property Taxes if assessed solel re on of Alterations,Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improve ents to th remises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Assessm . If the Buildin ' not separately assessed,Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of eland d improvements included within the tax parcel assessed,such proportion to be determined by Lessor from the respective valuations assigned in the or's work sheets or such other information as maybe reasonably available. Lessor's reasonable determination thereof,in good faith, shall be conclusiv 10.5 Person I y Ta s. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations,Trade ixt es, ishings, equipment and all personal property of Lessee contained in the Premises. When possible,Lessee shall cause its Lessee Owned TeM ' ns a Utility Installations,Trade Fixtures,furnishings,equipment and all other personal property to be assessed and billed separately from the real prop y of Les r. I ny of Lessee's said property shall be assessed with Lessor's real property,Lessee shall pay Lessor the taxes attributable to Lessee's property within day a eipt of a written statement setting forth the taxes applicable to Lessee's property. 11. ilit and Services. 11. Se ices Provided by Lessor. Lessor shall provide heating,ventilation,air conditioning,reasonable amounts of electricity for normal lighting and office machine water for reasonable and normal drinking and lavatory use in connection with an office,and replacement light bulbs and/or fluorescent tubes and ballasts r stan rd overhead fixtures. Lessor shall also provide janitorial services to the Premises and Common Areas 5 times per week,excluding Building Holidays,or p t to the attached janitorial schedule,if any. Lessor shall not,however,be required to provide janitorial services to kitchens or storage areas included within the Premises. INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 9 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 11.2 Services Exclusive to Lessee. Notwithstanding the provisions of paragraph 11.1,Lessee shall pay for all water,gas,light,power,telephone and other utilities and services specially or exclusively supplied and/or metered exclusively to the Premises or to Lessee,together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2(vi),if a service is deleted by Paragraph 1.13 and such service is not separately metered to the Premises,Lessee shall pay at Lessor's option, either Lessee's Share or a reasonable proportion to be determined by Lessor of all charges for such jointly metered service. 11.3 Hours of Service. Said services and utilities shall be provided duringtimes set forth in Paragraph 1.12. Utilities and services required at othertimes shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof. 11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outlets and shall not install or use machinery or equipment in or about the Premises that uses excess water,lighting or power,or suffer or permit any act that causes extra burden upon the utilities or services, including but not limited to security and trash services,over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Lessor may,in its sole discretion,install at Lessee's expense supplemental ipment and/or separate metering applicable to Lessee's excess usage or loading. 11.5 Interruptions.There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy,stoppage,' erru 'on or discontinuance of any utility or service due to riot,strike,labor dispute,breakdown,accident,repair or other cause beyond Lessor's reasonable co rol or in cooperation with governmental request or directions. 11.6 Within fifteen days of Lessor's written request,Lessee agrees to deliver to Lessor such information,documents and/or authorization L or needs in orderfor Lessorto comply with new or existing Applicable Requirements relating to commercial building energy usage, ratings,and/or the reporti thereof. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign,transfer,mortgage or encumber(collectively,"ass' or as ' nm t")or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange,a change in the tr o e shall constitute an assignment requiring consent. The transfer,on a cumulative basis,of 25%or more of the voting control of Lessee s co 'tut change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction,or series of transactions(by way of ger,sale,a uisi n,financing,transfer,leveraged buyout or otherwise),whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occ which res is or will result in a reduction of the Net Worth of Lessee by an amount greater than 25%of such Net Worth as it was represented at the time of the exe ion of t s Lease or at the time of the most recent assignment to which Lessor has consented,or as it exists immediately prior to said transaction or transactions co ti ing such reduction,whichever was or is greater,shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee shall mean the net worth of Lessee (excluding any guarantors)established under generally accepted accounting principles. (d) An assignment or subletting without consent shall,at Lessor's option,be a De<a "gnment curable after notice per Paragraph 13.1(d),or a non-curable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unappr or subletting as a non-curable Breach,Lessor may either: (i)terminate this Lease,or(ii)upon 30 days written notice,increase the monthly Base et to 110 f the Base Rent then in effect. Further,in the event of such Breach and rental adjustment,(i)the purchase price of any option to purchase the Pr ises held by Le a shall be subject to similar adjustment to 110%of the price previously in effect,and(ii)all fixed and non-fixed rental adjustments scheduled clidlng the mainder of the Lease term shall be increased to 110%ofthe scheduled adjusted rent. (e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor II be limi d to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assi me subletting if Lessee is in Default at the time consent is requested. (g) Notwithstanding the foregoing,allowing a de minimis portion ft Premises,i.e.20 square feet or less,to be used by a third partyvendor in connection with the installation of a vending machine or payphruble of c titute a subletting. 12.2 Terms and Conditions Applicable to Assignment anting. (a) Regardless of Lessor's consent,no assignment 6rsubletting s- I.(i)be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease,(ii e Leof any obligations hereunder,or(iii)alter the primary liability of Lessee forthe payment of Rent or for the performance of any other obligations a perfo ed Lessee. (b) Lessor may accept Rent or performa a of Lessee's bligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such la ' nment n rthe acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. (c) Lessor's consent to any assignment or sublett shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any ult or Breach by Lessee,Lessor may proceed directly against Lessee,any Guarantors or anyone else responsible for the performance of Lessee's oblig Deations derthis Lease,including any assignee or sublessee,withoutfirst exhausting Lessor's remedies against any other person or entity responsible therefor to Le r any security held by Lessor. (e) Each request conse to an assignment or subletting shall be in writing,accompanied by information relevant to Lessor's determination as to the financial and operational r onsibility an propriateness of the proposed assignee or sublessee,including but not limited to the intended use and/or required modification of the Pre ' es,if an ,together ith a fee of$500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additi I i rmation and/or documentation as may be reasonably requested.(See also Paragraph 36) (f) Any assigne f,or sublessee under,this Lease shall,by reason of accepting such assignment,entering into such sublease,or entering into possession of the Premises o ortion t reof,be deemed to have assumed and agreed to conform and comply with each and every term,covenant,condition and obligation herein to be obser d or med by Lessee during the term of said assignment or sublease,other than such obligations as are contrary to or inconsistent with provisio n ass ent or sublease to which Lessor has specifically consented to in writing. (g) Less 's consent to anV assignment or subletting shall not transfer tothe assignee or sublessee anV Option granted to the original Lessee bV this Lease unle uch tr sfer is pecifically consented to by Lessor in writing. (See Paragraph 39.2) 1 . dition erms and Conditions Applicable to Subletting.The following terms and conditions shall applyto any subletting by Lessee of all or any part of the is and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease,and Lessor may collect such Rent and apply same to rd Lessee's obligations under this Lease;provided,however,that until a Breach shall occur in the performance of Lessee's obligations,Lessee may collect id Re . In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall n reason of the foregoing or any assignment of such sublease,nor by reason of the collection of Rent,be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee,upon receipt of a INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 10 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease,to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists,notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee,Lessor may,at its option,require sublessee to attorn to Lessor,in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease;provided,however,Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's priorwritten consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,who shall have the right to cure the Default of Lessee within the grace period,if any,specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaul cured by the sublessee. 13. Default;Breach;Remedies. 13.1 Default;Breach. A"Default"is defined as a failure by the Lessee to comply with or perform any of the terms,covenants, conditions Rules and Regulations under this Lease. A"Breach"is defined as the occurrence of one or more of the following Defaults,and the failure of Lessee to cu such D ult within any applicable grace period: (a) The abandonment of the Premises;the vacating of the Premises priorto the expiration or termination of this Lease wit out provi a commercially reasonable level of security,or where the coverage of the property insurance described in Paragraph 8.3 isjeopardized as a result there thout oviding reasonable assurances to minimize potential vandalism;or failure to deliver to Lessor exclusive possession of the entire Premises in acco an ith prior to the expiration or termination of this Lease. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee eunder, he er to Lessor orto a third party,when due,to provide reasonable evidence of insurance or surety bond,orto fulfill any obligation under this Lease w ' h end rs o threatens life or property,where such failure continues for a period of 3 business days following written notice to Lessee.THE ACCEPT E B OR OF PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS,INCLUDING LIE, ' IGHT R VER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission aste,act r 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 ys fo wing written notice to Lessee. In the event that Lessee commits waste,a nuisance or an illegal activity a second time then,the Lessor may elect totreat such uct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide(i)reasonable written evidence of compliance ith Applicable Requirements,(ii)the service contracts,(iii)the rescission of an unauthorized assignment or subletting,(iv)an Estoppel Certificate orfinanci tements,(v)a requested subordination,(vi)evidence concerning any guaranty and/or Guarantor,(vii)any document requested under Paragraph 41,(viii)mat I safe data sheets(MSDS),or(ix)any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Le e,where an uch failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms,covenants,conditions or provis s of is Lease,or of the rules adopted under Paragraph 2.9 hereof,other than those described in subparagraphs 13.1(a),(b)or(c),above,where such Default contin for a period of 30 days after written notice;provided,however,that if the nature of Lessee's Default is such that more than 30 days are reasonably re for its e,then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure o co on. (f) The occurrence of any of the following events: (i)t aking f y general arrangement or assignment for the benefit of creditors;(ii)becoming a "debtor"as defined in 11 U.S.C.§101 or any successor statute th to(u ss,i the case of a petition filed against Lessee,the same is dismissed within 60 days);(iii) the appointment of a trustee or receiver to take possession of stantial all o essee's assets located at the Premises or of Lessee's interest in this Lease,where possession is not restored to Lessee within 30 days;or(iv)the att m t,a tion or otherjudicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where suc izu ' n ischarged within 30 days;provided,however,in the event that any provision of this subparagraph is contrary to any applicable law,such ovision sha e o o force or effect,and not affect the validity of the remaining provisions. (g) The discovery that anyfinancial state ntof Lease or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligation rider t Lease is guaranteed: (i)the death of a Guarantor,(ii)the termination of a Guarantor's liability with respect to this Lease other than in accordance with the r of such guaranty,(iii)a Guarantor's becoming insolvent or the subject of a bankruptcy filing,(iv)a Guarantor's refusal to honor the guaranty,or(v)a Guarantor's reach of its guaranty obligation on an anticipatory basis,and Lessee's failure,within 60 days following written notice of any such event,to p ide written alternative assurance or security,which,when coupled with the then existing resources of Lessee,equals or exceeds the combined financial res rces of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies. If Lessee s t erform any of its affirmative duties or obligations,within 10 days after written notice(or in case of an emergency,without notice),Lessor may,at its op ' n,perfor uch duty or obligation on Lessee's behalf,including but not limited to the obtaining of reasonably required bonds, insurance policies,orgov mental license , ermits or approvals. Lessee shall pay to Lessor an amount equal to 115%of the costs and expenses incurred by Lessor in such performance up receip f an invoice therefor. In the event of a Breach,Lessor may,with orwithout further notice or demand,and without limiting Lessor in the exercise of any righ medy which Lessor may have by reason of such Breach: (a) urinate Le ee's right to possession of the Premises by any lawful means,in which case this Lease shall terminate and Lessee shall immediately surrender possessrimf uch event Lessor shall be entitled to recover from Lessee: (i)the unpaid Rent which had been earned at the time of termination; (ii)the worth at thd of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amoun such rehe Lessee proves could have been reasonably avoided;(iii)the worth atthe time of award of the amount by which the unpaid rent for the ance of the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided;and(iv)any other amount neces ry to compfor all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary ,owwse of things would be likely to result therefrom,including but not limited to the cost of recovering possession of the Premises,expenses of reletting,including necessar reQvation and alteration of the Premises,reasonable attorneys'fees,and that portion of any leasing commission paid by Lessor in connection with this Lease ap icabfe to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision(iii)of the immediately preceding sentencekhall 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 9/ward plus one percent. Efforts by Lessorto mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to wh Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer,Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein,or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 11 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 notice and grace period required under Paragraph 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 also constitute the notice required by Paragraph 13.1. In such case,the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently,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 of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recoverthe Rent as it becomes due, in which event Lessee may sublet or assign,subject only to reasonable limitations. Acts of maintenance,efforts to relet,and/or the appointment of a receiver to protect the Lessor's interests,shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws orjudicial decisions of the state wherein the Premises are located.The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease asto matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges,the cost of tenant improvements for Lessee paid for or pe ed by Lessor,or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Le ,al which concessions are hereinafter referred to as"Inducement Provisions,"shall be deemed conditioned upon Lessee's full and faithful performance of of the ter covenants and conditions of this Lease. Upon Breach of this Lease by Lessee,any such Inducement Provision shall automatically be deemed de ed from this Lea and of no further force or effect,and any rent,other charge,bonus,inducement or consideration theretofore abated,given or paid by Lessor der s an Inducement Provision shall be immediately due and payable by Lessee to Lessor,notwithstanding any subsequent cure of said Breach by Lessee. acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the p 'sions of ' paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contempl a ythis ease,the exact amount of which will be extremely difficult to ascertain. Such costs include,but are not limited to,processing and accountin argL to charges which maybe imposed upon Lessor by any Lender. Accordingly,if any Rent shall not be received by Lessor within 5 days after such amount shall been,without any requirement for notice to Lessee,Lessee shall immediately pay to Lessor a one-time late charge equal to 10%of each such overduor$100,whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate ofthe costs Less 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 spect to s o due amount,nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable he under,whet er or not collected,for 3 consecutive installments of Base Rent,then notwithstanding any provision of this Lease to the contrary,Base Rent shall,at Less option ecome due and payable quarterly in advance. 13.5 Interest. Any monetary payment due Lessor hereunder,other than late charges,not received by Lessor,whe 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 annu ut shall not exceed the maximum rate allowed bylaw. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease un ss Lessor ils within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph,a reasonable time shall in n vent be less th 30 days after receipt by Lessor,and any Lender whose name and address shall have been furnished to Lessee in writing for such purpose,of wr' en noti specifying 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 y re reasonably required for its performance,then Lessor shall not be in breach if performance is commenced within such 30 day period and therea er diligent pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the eventth t ' er Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completi n,t en Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure,provided,ho at s offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit,reserving Lessee's right to seek reimburse nt from esso for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. 14. Condemnation. If the Premises or any portion thereo ar ke nderthe power of eminent domain or sold under the threat of the exercise of said power (collectively"Condemnation"),this Lease shall terminate as to the rtt n as of the date the condemning authority takes title or possession,whichever first occurs. If more than 10%of the rentable floor area of the Pre es,or more han 25%of Lessee's Reserved Parking Spaces,if any,are taken by Condemnation,Lessee may,at Lessee's option,to be exercised in writing within 10 days er Less shall have given Lessee written notice of such taking(or in the absence of such notice,within 10 days after the condemning authority shall have taken posse erminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing,this ease shall remain in full force and effect as to the portion of the Premises remaining,except that the Base Rent shall be reduced in proporti tawao the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor,whether su rd shall be made as compensation for diminution in value of the leasehold,the value of the part taken,or for severance damages;provided, however,t Le a shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses,loss of business goodwill and/or Trade Fixtures,witho regard to ether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by see,for purpos of Condemnation only,shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is 115yable Arefor. In the event that this Lease is not terminated by reason of the Condemnation,Lessor shall repair any damage to the Premises caused by such Can mnation. 15. Brokerage F 15.1 Additio al Co on. In addition to the payments owed pursuant to Paragraph 1.10 above,Lessor agrees that: (a)if Lessee exercises any Option,(b)if Lessee or nyone a ed with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project,(c)if Lessee remai in possessio of the Premises,with the consent of Lessor,after the expiration of this Lease,or(d)if Base Rent is increased,whether by agreement or oper on of an escala on clause herein,then,Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was execute a prov�i'Tons of this paragraph are intended to supersede the provisions of any earlier agreement to the contrary. D21 sumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. all third party beneficiaries of the provisions of Paragraphs 1.10,15,22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage ning to this Lease when due,then such amounts shall accrue Interest. In addition,if Lessor fails to pay any amounts to Lessee's Broker when due,Lessee's y send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice,Lessee shall pay said its Broker and offset such amounts against Rent. In addition,Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed. 1 INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 12 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each 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 any)in connection 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 herewith. Lessee and Lessor do each hereby agree to indemnify,protect,defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker,finder or other similar party by reason of any dealings or actions of the indemnifying Party,including any costs,expenses,attorneys'fees reasonably incurred with respect thereto. 16. Estoppel Certificates. (a) Each Party(as"Responding Party")shall within 10 days after written notice from the other Party(the"Requesting Party")execute,acknowledge and deliver to the Requesting Party a statement in writing in form similarto the then most current"Estoppel Certificate"form published by AIR CRE,plus such additional information,confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliverthe Estoppel Certificate within such 10 day period,the Requesting Party may exec an Estoppel Certificate stating that:(i)the Lease is in full force and effect without modification except as may be represented by the Requesting Party,(ii) a re 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 i dvance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate,and the Responding Party shall be estop from denyin e truth of the facts contained in said Certificate. In addition,Lessee acknowledges that anyfailure on its part to provide such an Estoppel Certi' ate will pose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease,the extent of which will be extremely difficult to ascertain. A r ' gly,should the Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically' creased, out any requirement for notice to Lessee,by an amount equal to 10%of the then existing Base Rent or$100,whichever is greater for remaind o Lease. he Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by as o ee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breac spe o the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance,refinance,or sell the Premises,or any part thereof,Lessee and all Guarantors II wit 0 d s after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be re bly fired by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall b eceive Le or and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17. Definition of Lessor. The term"Lessor"as used herein shall mean the owner or owners at the time in questio f the fe itle to the Premises,or,if this is a sublease,of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premise r s Lease,Lessor shall deliver to the transferee or assignee(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 c9Anants under this Lease thereafter to be performed by the Lessor. Subjectto the foregoing,the obligations and/or covenants in this Lease to be performed byth\essortshall be binding only upon the Lessor as hereinabove defined. 18. Severability.The invalidity of any provision of this Lease,as determined by a court coisdiction,shall in noway affect the validity of any other provision hereof. 19. Days. Unless otherwise specifically indicated to the contrary,the word"days use this Lease shall mean and referto calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constit personal obligations of Lessor,or its partners,members,directors,officers or shareholders,and Lessee shall look to the Project,and to no other assets of for satisfaction of any liability of Lessor with respect to this Lease,and shall not seek recourse against Lessor's partners,members,directors,officers or sh reh a any of their personal assets for such satisfaction. 21. Time of Essence. Time is of the essence with respect to the''erformance all obligations to be performed or observed by the Parties under this Lease. 22. No Prior or Other Agreements;Broker Disclaimer. This Lease con eements between the Parties with respect to any matter mentioned herein,and no other prior or contemporaneous agreement or understa all ffective. Lessor and Lessee each represents and warrants to the Brokers that it has made,and is relying solely upon,its own investigation as to the n re,quali ch cter and financial responsibility of the other Party tothis Lease and as to the use,nature, quality and character of the Premises. Brokers have responsibi" with respect thereto or with respect to any default or breach hereof by either Party. 23. Notices. 23.1 Notice Requirements. All notices required or per d by this Lease or applicable law shall be in writing and may be delivered in person(by 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 byfacsimile transmission,or by email,and shall be deemed sufficiently given if s ed in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or ma'' of notices. Either Party may by written notice to the other specify a different address for notice,except that upon Lessee's taking possession of the Premis ,the emises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such ad dr ses as Less may from time to time hereafter designate in writing. 23.2 Date of Notic Any notice sent registered or certified mail,return receipt requested,shall be deemed given on the date of delivery shown on the receipt card,or if no deli ry da is shown,the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and maile ' postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 s after 'very of the same to the Postal Service or courier. Notices delivered by hand,or transmitted by facsimile transmission or by email shall be deemed d liver on tual receipt. If notice is received on a Saturday,Sunday or legal holiday,it shall be deemed received on the next business day. 23.3 tions. N ithstanding the foregoing,in order to exercise any Options(see paragraph 39),the Notice must be sent by Certified Mail(return receipt reques d),Ex ess ail(signature required),courier(signature required)or some other methodology that provides a receipt establishing the date the notice was rece' ed by the esso Wa No waiver by Lessor of the Default or Breach of any term,covenant or condition hereof by Lessee,shall be deemed a waiver of any other term, covenan rco dition hereof,orofany subsequent DefaultorBreachbyLesseeofthesameorofanyotherterm,covenant or condition hereof. Lessor'sconsentto, or appro I of,any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to,or approval of,any subsequent or similar act by Lessee,or be nstr d as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor,notwithstanding any qualifying statements or conditions made by Lessee in connection therewith,which such statements INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 13 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction,a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the 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 listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessor. To the Lesieeand the Lessor: (a)Diligent exercise of reasonable skills and care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith. (c duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attentio n observation of,the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which do not invo the affirmative duties set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations,the agent is not the Lessor' gent,e n if by agreement the agent may receive compensation for services rendered,either in full or in part from the Lessor. An agent acting only for a Lesse a e following affirmative obligations. To the Lessee: Afiduciary duty of utmost care,integrity,honesty,and loyalty in dealings with the Lessee. Tot Lessee an he Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b)A duty of honest and fair dealing and good faith. c ty to lose all facts known to the agent materially affecting the value or desirability of the property that are not known to,or within the diligent attention an obs a of,the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not' the mative duties set forth above. (iii) Agent Representing Both Lessor and Lessee. Areal estate agent,either acting directly or through one more cia licensees,can legally be the agent of both the Lessor and the Lessee in a transaction,but only with the knowledge and consent of both the L an essee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee:(a)A fiduciary duty of utma are,in rit , onesty and loyalty in the dealings with either Lessor or the Lessee. (b)Other duties to the Lessor and the Lessee as stated above in subparagraphs or(ii). In re rese ting both Lessor and Lessee,the agent may not,without the express permission of the respective Party,disclose to the other Party confidential inf ation,inc ding,but not limited to,facts relating to either Lessee's or Lessor's financial position,motivations,bargaining position,or other personal information that im t rent,including Lessor's willingness to accept a rent less than the listing rent or Lessee's willingness to pay rent greater than the rent offered. The above dutie the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Le see should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person quali' d to advise about real estate. If legal or tax advice is desired,consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax ad rom a competent professional because the federal and state tax consequences of a transaction can be complex and subject to change. (b) Brokers have no responsibility with respectto any default or breach eof by eithe arty. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty,error or omission relating to this Lease ma a brou ht against roker 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 ch I suit and/or legal proceeding shall not exceed thefee received by such Broker pursuant to this Lease;provided,however,that the foregoing limitation on eac roker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identifyto Brokers as"Confidenti "any u cation or information given Brokers that is considered by such Partyto be confidential. 26. No Right To Holdover. Lessee has no right to retain posse ion of th Pre 'ses or any part thereof beyond the expiration or termination of this Lease. At or prior to the expiration or termination of this Lease Lessee shall deliver ex ssession of the Premises to Lessor. For purposes of this provision and Paragraph 13.1(a),exclusive possession shall mean that Lessee shal>we vacate4tthe Premises,removed all of its personal property therefrom and that the Premises have been returned in the condition specified in this Lease. In th vent tha ess does not deliver exclusive possession to Lessor as specified above,then Lessor's damages during any holdover period shall be computed at the amount c the ent as defined in Paragraph 4.1)due during the last full month before the expiration or termination of this Lease(disregarding any temporary abatement o Rent that may have been in effect),but with Base Rent being 150%of the Base Rent payable during such last full month. Nothing contained herein sha e c trued 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 remedies at law or in equity. 28. Covenants and Con ditions- uction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, 'tles are forthe convenience of the Parties only and shall not be considered a part of this Lease. Whenever required bythe context,the singular shalura nd vice versa. This Lease shall not be construed as if prepared by one of the Parties,but rather according to its fair meaning as a whole,as had prepared it. 29. Binding Effect.Chhis Lease shall be binding upon the Parties,their personal representatives,successors and assigns and be governed by the laws of the State in w e Premi ss are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. Signa rest his Luse accomplished by means of electronic signature or similar technology shall be legal and binding. 30. S r i tion; ornment;Non-Disturbance. .1 Sub dine 'on. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease,mortgage,deed of trust,or other hypot catio ty device(collectively,"Security Device"),now or hereafter placed upon the Premises,to any and all advances made on the security thereof, D ewals,modifications,and extensions thereof. Lessee agrees thatthe holders of any such Security Devices(in this Lease together referred to as"Lender") n 'ability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted erior to the lien of its Security Device by giving written notice thereof to Lessee,whereupon this Lease and such Options shall be deemed prior to such vice,notwithstanding the relative dates of the documentation or recordation thereof. Attornment. In the event that Lessor transfers title to the Premises,or the Premises are acquired by another upon the foreclosure or termination of a vice to which this Lease is subordinated(i)Lessee shall,subject to the non-disturbance provisions of Paragraph 30.3,attorn to such new owner,and upon request,enter into a new lease,containing all of the terms and provisions of this Lease,with such new owner for the remainder of the term hereof,or,at the election INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 14 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 of the new owner,this Lease will automatically become a new lease between Lessee and such new owner,and(ii)Lessor shall thereafter be relieved of anyfurther obligations hereunder and such new owner shall assume all of Lessor's obligations,except that such new owner shall not:(a)be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership;(b)be subject to any offsets or defenses which Lessee might have against any prior lessor, (c)be bound by prepayment of more than one month's rent,or(d)be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease,Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement(a"Non-Disturbance Agreement")from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises,and this Lease,including any options to extend the term hereof,will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further,within 60 days after the execution of this Lease,Lessor shall,if requested by Lessee,use its commercially reasonable efforts to obtain a Non-Disturbance Agreementfrom the holder of any pre-existing Security Device which is secured bythe Premi . In the er event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days,then Lessee may,at Lessee's option,directly contact Lend attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 30.4 Self-Executing.The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents;pro ' ed,howe that, upon written request from Lessor or a Lender in connection with a sale,financing or refinancing of the Premises,Lessee and Lessor shall exec such further wr gs as may be reasonably required to separately document any subordination,attornment and/or Non-Disturbance Agreement provided for her 31. Attorneys'Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort,contract o ; or declare rights hereunder,the Prevailing Party(as hereafter defined)in any such proceeding,action,or appeal thereon,shall be entitled to reasonable t s'fee . uch fees may be awarded in the same suit or recovered in a separate suit,whether or not such action or proceeding is pursued to decision or judgm t. T "Prevailing Party"shall include,without limitation,a Party or Broker who substantially obtains or defeats the relief sought,as the case m het y compromise, settlement,judgment,orthe abandonment by the other Party or Broker of its claim or defense. The attorneys'fees award all not co uted in accordance with any court fee schedule,but shall be such as to fully reimburse all attorneys'fees reasonably incurred. In addition,Lessor sh been ' to torneys'fees,costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith,wh r or legal action is subsequently commenced in connection with such Default or resulting Breach($200 is a reasonable minimum per occurrence f such se 'ces d consultation). 32. Lessor's Access;Showing Premises;Repairs. Lessor and Lessor's agents shall have the right to enter the Pr ises at any e,in the case of an emergency,and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective pu asers,I ders,or tenants,and making such alterations,repairs,improvements or additions to the Premises as Lessor may deem necessary or desirable and the er i ,using and maintaining of utilities, services,pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on essee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct,nor permit to be conducted,any auction upon the a 'ses without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit auctio 34. Signs. Lessor may place on the Premises ordinary"For Sale"signs at anytime ordinary"For Le e"signs during the last 6 months of the term hereof. Lessor may not place any sign on the exterior of the Building that covers any of the windo of t remises. Except for ordinary"For Sublease"signs which may be placed only on the Premises,Lessee shall not place any sign upon the Project without Lessor's r written consent. All signs must complywith all Applicable Requirements. 35. Termination;Merger. Unless specifically stated otherwise in writing by es he vo tary or other surrender of this Lease by Lessee,the mutual termination or cancellation hereof,or a termination hereof by Lessor for Breach by Lessee, haI ut tically terminate any sublease or lesser estate in the Premises;provided, however,that Lessor may elect to continue any one or all existing to ncie essor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest,shall co itute Le or's ection to have such event constitute the termination of such interest. 36. Consents. All requests for consent shall be in writing. Excep o erwi rovided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Party,such consent shall not be unreas y 'hhe or delayed. Lessor's actual reasonable costs and expenses(including but not limited to architects',attorneys',engineers'and other consulta s'fees)incurred imthe consideration of,or response to,a request by Lessee for any Lessor consent,including but not limited to consents to an assignment,a sublet or the presence or use of a Hazardous Substance,shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to act,assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists,nor shall such consent be deemed a waiver of any then existing Default or Breach,except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other con ns as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determin n made by the other hereunder and reasonably requests the reasons for such determination,the determining party shall furnish its reasons in writing and in re nab detail within 10 business days following such request. 37. Guarantor. 37.1 Execution.T Guara rs,if any, hall each execute a guaranty in the form most recently published byAIR CRE. 37.2 Default. It sha o itute a Default of the Lessee if any Guarantor fails or refuses,upon request to provide: (a)evidence of the execution of the guaranty, including the authority of th arty signing on Guarantor's behalf to obligate Guarantor,and in the case of a corporate Guarantor,a certified copy of a resolution of its board of director izing t making of such guaranty,(b)current financial statements,(c)an Estoppel Certificate,or(d)written confirmation that the guaranty is still in effect. 38. et Po essi . 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 and rformed nder is Lease,Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. Op . If Lessee is granted any Option,as defined below,then the following provisions shall apply. nition. is shall mean: (a)the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Less a ha on other property of Lessor;(b)the right of first refusal or first offer to lease either the Premises or other property of Lessor;(c)the right to purchase, the right f first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 3 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee,and cannot be assigned or exercised by an a other than said original Lessee and only while the original Lessee is in full possession of the Premises and,if requested by Lessor,with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 15 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease,a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (i)during the period commencing with the giving of any notice of Default and continuing until said Default is cured,(ii)during the period of time any Rent is unpaid(without regard to whether notice thereof is given Lessee),(iii)during the time Lessee is in Breach of this Lease,or(iv)in the event that Lessee has been given 3 or more notices of separate Default,whether or not the Defaults are cured,during the 12 month period immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or effect,notwithstanding Lessee's due and timely exercise of the Option,if,after su exercise and prior to the commencement of the extended term or completion of the purchase,(i)Lessee fails to pay Rent for a period of 30 days after such Rent comes due (without any necessity of Lessor to give notice thereof),or(ii)if Lessee commits a Breach of this Lease. 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or er security measures,and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the emises, ssee,its agents and invitees and their property from the acts of third parties. In the event,however,that Lessor should elect to provide security services, e e cost thereof shall be an Operating Expense. 41. Reservations. (a) Lessor reserves the right:(i)to grant,without the consent orjoinder of Lessee,such easements,rights and ded' ons th t ssor deems necessary, (ii)to cause the recordation of parcel maps and restrictions,(iii)to create and/or install new utility raceways,so long as suc asem ts,n hts,dedications,maps, restrictions,and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: nge the ame,address ortitle of the Building or Project upon at least 90 days prior written notice;provide and install,at Lessee's expense,Building standard grap so he oor of the Premises and such portions of the Common Areas as Lessor shall reasonably deem appropriate;grant to any lessee the exclusive righ co t a business as long as such exclusive right does not conflict with any rights expressly given herein;and to place such signs,notices or displays as Less easonably em ecessary or advisable upon the roof,exterior of the Building or the Project or on signs in the Common Areas. Lessee agrees to sign any documen easonably quested by Lessor to effectuate such rights. The obstruction of Lessee's view,air,or light by any structure erected in the vicinity of the Building,whethe y Lesso or third parties,shall in noway affect this Lease or impose any liability upon Lessor. (b) Lessor also reserves the rightto move Lessee to other space of comparable size in the Building or Project. Lessor must provide at least 45 days prior written notice of such move,and the new space must contain improvements of comparable qua to those contained within the Premises. Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such relocation,including th penses of moving and necessary stationary revision costs. In no event,however,shall Lessor be required to pay an amount in excess of two months Base R L ee may not be relocated more than once during the term of this Lease. (c) Lessee shall not: (i)use a representation(photographic or otherwis of the Building o roject or their name(s)in connection with Lessee's business; or(ii)suffer or permit anyone,except in emergency,to go upon the roof of the Bui 'ng. 42. Performance Under Protest. If at anytime a dispute shall arise as to any amount sum of money to be paid by one Party to the other under the provisions hereof,the Party against whom the obligation to pay the money is asserted ve the ' ht to make payment"under protest"and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part sai o institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or rt co th said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the very f su paid"under protest"within 6 months shall be deemed to have waived its right to protest such payment. 43. Authority;Multiple Parties;Execution. (a) If either Party hereto is a corporation ust,limite iab 'y company,partnership,or similar entity,each individual executing this Lease on behalf of such entity represents and warrants that he or she is y authorize to execute and deliver this Lease on its behalf. Each Party shall,within 30 days after request, deliver to the other Party satisfactory evidence of such hority. (b) If this Lease is executed by more than one so r entity as"Lessee",each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowere o execute any amendment to this Lease,or other document ancillary thereto and bind all of the named Lessees,and Lessor may rely o he same as if all of the named Lessees had executed such document. (c) This Lease maybe ecuted bythe Parties in counterparts,each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 44. Conflict.Any confl5inten<to ween the p ted provisions of this Lease and the typewritten or handwritten provisions shall be controlled bythe typewritten or handwritten provisions. 45. Offer. Preparationse by either party or their agent and submission of same to the other Party shall not be deemed an offerto lease to the other Party. This Lease' of be binding until executed and delivered by all Parties hereto. 46. Amendment Thi ay be modified only in writing,signed bythe Parties in interest at the time of the modification. As long as they do not materially change Lessee's obli ons hereunder,Lessee agrees to make such reasonable non-monetary modifications to this Lease as maybe reasonably required by a Lender in co 'ction w th thobtaining of normal financing or refinancing of the Premises. 47. ial.THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY D49ccessibility; �ver T OF THIS AGREEMENT. ration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this LeaseD is W is not o this Lease. AmericanswithDisabilitiesAct. (a) The Premises: INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 16 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 ' have not undergone an inspection by a Certified Access Specialist(CASp). Note:A Certified Access Specialist(CASp)can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under 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 or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant,if requested by the lessee or tenant.The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection,the payment of the fee for the CASp inspection,and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises. have undergone an inspection by a Certified Access Specialist(CASp)and it was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code§55.51 et seq. Lessee acknowledges 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. have undergone an inspection by Certified Access Specialist(CASp)and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code§55.51 et seq. Lessee acknowledges 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 necessary to complete repairs and corrections of violations of construction related accessibility standards. In the event that the Premises have been issued an inspection report by a CASp the Lessor shall provide a copy of the disability access inspection cate to Lessee within 7 days of the execution of this Lease. (b) Since compliance with the Americans with Disabilities Act(ADA)and other state and local accessibility statutes are dep de p essee's specific use of the Premises,Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legisl n. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in compliance with ADA or other acces bilit tatutes,Lessee agrees to make any such necessary modifications and/or additions at Lessee's 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,ATTHE 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 RECOMMENDATION 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 POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING AND SIZE OF THE PREMISES,THE STRUCTURAL INTEGRITY,THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAI PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The parties hereto have executed this Lease at the place and on the dates sp i ed above t irrespective signatures. . Executed at: Executed at: On: On: By LESSOR: By LESSEE: Seamus Redwood, LP City of Petaluma By: By: Name Printed: David Brown Name Printed: Title: Manager Title: Phone: Phone: Fax: Fax: Email: Email: By: By: Name Printed: Name Printed: Title: Title: Phone: Phone: Fax: Fax: Email: Email: Addres . o: eegan and Coppin Co. , Inc. Address: AT n Haynes Federal ID No.: 1355 utton Avenue, Santa Rosa, Calif rnia 95401 Federal`rD No.: INITIALS INITIALS © 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 17 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 BROKER BROKER Keegan and Coppin Co. , Inc. Cushman and Wakefield Attn: Russ Mayer Title: Partner Attn: Steven Leonard Title: Managing Director Address: 1201 N. McDowell Boulevard, Petaluma, California 94954 Address: 900 Larkspur Landing Way, Suite 295, Phone: (707) 644-1400 Larkspur, California 94939 Phone: (415) 722-1080 Fax: Email: RMayer@KeeganCoppin.com Fax: Federal ID No.: Email: steven.leonard@cushwake.com Broker DRE License#: 00531022 Federal ID No.: Agent DRE License#: 01260916 Broker DRE License#: 01880493 Agent DRE License#: 00909604 AIRCRE * https://www.aircre.com * 213-687-8777 *contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing. INITIALS INITIALS @ 2019AIR CRE. All Rights Reserved. Last Edited:12/14/2023 12:40 PM OFG-21.30, Revised 10-22-2020 Page 18 of 18 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 AIRCR � contracts RENT ADJUSTMENT(S) (ORIGINAL TERM) STANDARD LEASE ADDENDUM Dated: By and Between Lessor: Seamus Redwood, LP Lessee: City of Petaluma Property Address: 1318 Redwood Way, Suites 120 and 140, Petalum Cali rnia 94954 (street address,city,state,zip) Paragraph: 50 The monthly Base Rent during the Original Term of the Lease shall be increased by using the method(s)select ch method(s)to be used and fill in appropriately): ❑ I. Consumer Price Index. a. The monthly Base Rent shall be increased on and every months thereafter ring the Original Term("CPI Increase Date(s)")commensurate with the increase in the CPI(as herein defined)determined as follows: t monthly Base Rent scheduled for the first month of the Original Term shall be multiplied by a fraction the denominator of which is the Base CPI(as herein deli ),and the numerator of which is the Comparison CPI(as herein defined). The amount so calculated shall constitute the new Base Rent until the next CPI Inc a ate,but in no event shall any such new Base Rent be less than the Base Rent for the month immediately preceding the applicable CPI Increase Date. b. The term"CPI"shall mean the Consumer Price Index of the Burea f Labor tatistics of he U.S.Department of Laborfor(select one): CPI W (Urban Wage Earners and Clerical Workers)or—] CPI U(All Urban Consumers),for Urban Area): or the area in which the Premises is located, All Items(1982-1984=100). The term"Comparison CPI"shall mean the CP a Galen month which is 2 full months prior to the applicable Original Term CPI Increase Date. The term"Base CPI"shall mean the CPI of the calendar mont whic full onths prior to the Commencement Date of the Original Term. C. If the compilation and/or publication of the CPI is red nother governmental department,bureau or agency or is discontinued,then instead the index most nearly the same as the CPI shall be used to calcote the B e Re t increases hereunder. If the Parties cannot agree on such alternative index,then the matter shall be submitted for decision to the American Arbitration Association in ccordance with the then rules of said association and the decision of the arbitrators shall be binding upon the parties,with the cost of such arbitration betg paid equally by the Parties. ❑ II. Fixed Percentage. The monthly Base Reneshall be incre sed`on and every months thereafter during the Original Term ("Percentage Increase Date(s)")by percent( %)of the monthly Base Rent scheduled to be paid for the month immediately preceding the applicable Percentage Increase Date. Nv— V III. Fixed Rental Adjustment(s),("FRA"). The monthly Base Rent shall be increlked to the following amounts on the dates set forth below: On ;ll in FRA A tment Date(s)): The new Base Rent shall be: Mar. 1, 24 throu Aug. 31, 2024 $0.00/month Sep. 1, 02 through Feb. 28, 2026 $13,408.00/month Mar. 1, 2 6 through Feb. 28, 2027 $20,782.40/month Mar. 202 through Feb. 28, 2028 $21,452.80/month .Mar through Feb. 28, 2029 $21, 989.12/month 2029 through Aug. 31, 2029 $22, 648.79/month OK 5 FEE: For each adjustment in Base Rent specified above,the Brokers shall be paid a Brokerage Fee in accordance with paragraph 15 of the Lease or if ap ' able,paragraph 9 of the Sublease. INITIALS INITIALS © 2017AIR CRE. All Rights Reserved. Last Edited: 12/14/202311:55 AM RA-8.00, Revised 10-13-2022 Page 1 of 2 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 AIR CRE * https://wlw.aircre.com * 213 687-8777 *contracts@air4re,corp NOTICE: No part of these works may a reproduced in any form without permission in writing. INITIALS INITIALS ©2017 AIR CRE. All Ri Last Edited: 1 2/14/2023 1 1:55 AM RA-8.00 R . ghts Reserved ev1sed 10-13-2022 Page 2 of 2 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 AIRCR � contracts OPTION(S)TO EXTEND TERM STANDARD LEASE ADDENDUM Dated: By and Between Lessor: Seamus Redwood, LP Lessee: City of Petaluma Property Address: 1318 Redwood Way, Suites 120 and 140, Petaluma, Ca i rnia 94954 (street address,city,state,zip) Paragraph: 51 OPTION(S)TO EXTEND TERM.Subject to the terms,conditions and provisions of Paragraph 39,Les r gra Les e One (1) option(s)to extend the term of the Lease("Extension Option(s)"),with each Extension Option being for a term of Six (6 0 m ths,commencing when the prior term expires("Option Term(s)"). In order to exercise an Extension Option,Lessee must give written notice of such a ti to r and Lessor must receive such notice at least Six (6) but not more than Nine (9) months prior to the date that the appli e n m would commence,time being of the essence. If timely and proper notification of the exercise of an Extension Option is not given by Lessee and/ received)bess ,such Extension Option shall automatically expire. Except as specifically modified,the terms,conditions and provisions of the Leaseshall apply ringOTerms but the amount of Rent during Option Terms shall be established by using the method(s)selected below(check method(s)to be used andfill in appriat I. Consumer Price Index. (a) During the Option Term(s)which start(s)on .the monthly Base Rent sh be increased on and every months thereafter during such Option Term(s)("Option Term CPI Increase Date(s)")commensurate the increase in the Option Term CPI(as herein defined)determined as follows: the monthly Base Rent scheduled for the month immediately preceding the first currin ption Term CPI Increase Date shall be multiplied by a fraction the denominator of which is the Option Term Base CPI(as herein defined),and the numXPI r of which he Option Term Comparison CPI(as herein defined). The amount so calculated shall constitute the new Base Rent until the next Option Terncr ase Date ring the applicable Option Term,but in no event shall any such new Base Rent be less than the Base Rent for the month immediately precedin he licable Option Term CPI Increase Date. (b) The term"Option Term CPI"shall mean the Consumer Price Inde of the Bur of Labor Statistics of the U.S.Department of Labor for(select one): 171 CPI W(Urban Wage Earners and Clerical Workers)orEl CPI U(All Urban Co ume r in Urban Area): or❑the area in which the Premises is located,All Items(1982-1984=100). The term"Option Term Comp ' n CPI mean he CPI of the calendar month which is 2 full months prior to the applicable Option Term CPI Increase Date.The term"Option Term Base CP shall m n th CPI of the calendar month which is 2 full months prior to(select one): Commencement Date of the Original Term, ❑start of the applic e i m,or❑ (fill in month) (c) If compilation and/or publication o the PI i ns d another governmental department,bureau or agency or is discontinued,then instead the index most nearly the same as the CPI shall be use�t alculate th as ent increases hereunder. If the Parties cannot agree on such alternative index,then the matter shall be submitted for decision to the American rbitration A sociation in accordance with the then rules of said association and the decision of the arbitrators shall be binding upon the parties,with the cost of such a 'tration ing paid equally by the Parties. ElII. Fixed Percentage. During the Option Term(s)which start(s)on ,the monthly Base Rent shall be increased on and every months thereafter duri such Option Terms)("Option Term Percentage Increase Dates)")by percent( %)of the monthly Base Rent scheduled to be paid fo month immediately preceding the applicable Option Term Percentage Increase Date. 0 III. Fair Market Valu (a) During the Op n Term(s)which arts)on September 1, 2029 ,the amount of Rent shall be the amount forecasted to be the fair market rental value of the Prem s du r' g such Option Term established pursuant to the procedures,terms,assumptions and conditions set forth herein("Fair Market Value");provided,however, gardless of such Fair Market Value,Base Rent during an Option Term shall not be less than the Base Rent scheduled as of when the prior term expires. St as of Le e's exercise of the applicable Extension Option(but not earlier than six(6)months before start of the applicable Option Term),the Parties shall forth y(3 s(" egotiation Period")attempt to agree upon the Fair Market Value. If during the Negotiation Period the Parties do not agree on the Fair Mark alue, e e Fair arket Value shall be established pursuant to the procedures set forth herein,which shall be binding. Eac Part hall,within fifteen(15)days afterthe end ofthe Negotiation Period,in writing submit to the other Party such Party's determination ofthe Fair Mar t Value(' ubm ted Values)"). If a Party fails to timely provide a Submitted Value,then the other Party's Submitted Value shall be the Fair Market Value. If both P 'es ' e vide Submitted Values,then each Party shall,within fifteen(15)days after both Parties have exchanged Submitted Values,in writing notify the art f such Party's selected valuator who shall meet the qualifications set forth herein("Advocate Valuator(s)"). Lessor and Lessee may select an Advocate Valuato ho' favorable to such Party's position and may,prior to or after appointment of an Advocate Valuator,consult with such Party's Advocate Valuator. If a Party fail to timely and properly provide notice of such Party's chosen Advocate Valuator,then the other Party's Submitted Value shall be the Fair Market Value. (c) If both Parties timely and properly designate Advocate Valuators,then such Advocate Valuators shall,within fifteen(15)days after their selection,choose a t 'd d)neutral valuator who shall meet the qualifications set forth herein("Neutral Valuator"). The Neutral Valuator shall be engaged jointly by Lessor and Lessee. IfA ocate Valuators fail to agree upon and timely appoint a Neutral Valuator,then the President of AIR CRE shall appoint such Neutral Valuator within fifteen(15) INITIALS INITIALS © 2017AIR CRE. All Rights Reserved. Last Edited: 12/14/202311:55 AM OE-7.02, Revised 01-13-2022 Page 1 of 2 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 days after request by either Party. If the President of AIR CRE does not timely appoint the Neutral Valuator,then either Party may file an appropriate legal action for a judge with competent jurisdiction over the Parties to appoint the Neutral Valuator. (d) The Advocate Valuators and the Neutral Valuator("Valuator(s)")shall be duly licensed real estate brokers or salespersons in good standing in the state in which the Premises is located,shall have been active overthe five(5)year period before their appointment in the leasing of properties similar to the Premises within the general real estate market of the Premises. The Neutral Valuatorshall additionally not be related to or affiliated with either Party or Advocate Valuator,and shall not have previously represented in a real estate transaction a Party or anyone related to or affiliated with a Party. All matters to be determined by the Valuators shall be decided by a majority vote of the Valuators,with each Valuator having one(1)vote. The Valuators may,as the Valuators determine,hold hearings and require briefs,including market data and additional information. (e) Within thirty(30)days after selection of the Neutral Valuator,the Valuators shall first determine the Fair Market Value established by taking into account the terms,assumptions and conditions setforth herein("Valuators'Market Value"),then decide which Party's Submitted Value is closer in monetary amo to the Valuators'Market Value("Selected Market Value"),then provide the Parties a copy ofthe Valuators'Market Value and finally notify the Parties ofthe Se, ted Market Value. The Selected Market Value shall be the Fair Market Value.The Valuators shall have no right to decide a Selected Market Value which is a com omi to(or modification of)the Submitted Values. The decision of the Valuators shall be binding upon the Parties.The Party whose Submitted Value is not t elected ket Value shall,within ten(10)days after the Valuators decide the Selected Market Value,pay the fees and costs of all three(3)Valuators. (f) If the Fair Market Value has not been established before the start of the applicable Option Term,then Lessee shall continue to pay Less ent in the amount payable for the month immediately preceding the start of such Option Term and Lessor's acceptance of such rent shall not waive,advers ect or prejudice the Parties'right to complete establishment of the Fair Market Value or Lessor's right to collect the full amount of the Fair Market Val u ce the Fa arket Value is established. Lessee shall,within ten(10)days after establishment of the Fair Market Value,pay to Lessor any deficiency in rent then du for do Term. Following establishment of Fair Market Value,the Parties shall,within ten(10)days after request by either Party,sign an amendment to is ase to onfirm the Fair Market Value and the expiration date of this Lease,but the Parties'failure to request or to sign such an amendment shall no ect tabl ment of the Fair Market Value or extension of the Lease term. (g) The Valuators,in deciding the Valuators'Market Value,shall take into account rent rates,rent abatements,periodic rent real property taxes, insurance premiums and other operating expenses,tenant improvement and other applicable allowances,buildin rvices,length of lease term and other factors professional real estate brokers and/or appraisers customarily consider in determining fair market rent of prope in an)hall n transaction by ready,willing and able parties for space of comparable location,size,age,condition,quality,parking,visibility,view,signage and a ssibiifPremises were marketed in a normal and customary manner for a reasonable length of time on the open market to be leased to a tenant with financial ecredit worthiness comparable to Lessee and guarantors(if any)of this Lease(as of Lessee's exercise of the Extension Option)for a term comparable to of the applicable Option Term and used for the Agreed Use(or other reasonably comparable uses). The Valuators,in deciding the Valuators'Market Valuot consider as a comparable transaction any of the following: a sublease,lease assignment,lease renewal or extension;lease ith a tenant that has equity,is related to or affiliated with the landlord;or a lease of space that was subject to a right of first refusal,right of first offer,expa n option or other encumbrances. The Valuators,in deciding the Valuators'Market Value,shall reduce the Fair Market Value on account of Alterations and i ro ments made by Lessee to the extent the cost thereof was paid solely by Lessee(in excess of any applicable improvement allowance,abated rent in lieu of im vement owance or other consideration provided by Lessor for Lessee's improvement of the Premises),shall not reduce the Fair Market Value on account of real estate br erage commission savings by Lessor,and shall not reduce the Fair Market Value on account of deferred maintenance or repair of the Premises f which see was responsible under the Lease but did not perform. IV. Fixed Rental Adjustment(s)("FRA"). The monthly Base Rent shall be increased to the following amounts on the d es orth b w: On(fill in FRA Adjustment Date(s)): The new Base Rent shall be: ®V. Continuation<bs iginal Term 'ustments. The monthly Base Rent th ption Term(s)which start(s)on September 1, 2 02 9 shall be increased in accordance with the same formula provided in the Lease to to calculate increases in the Base Rent during the Original Term of the Lease. BROKER'S FEE: F adiust nt in Base Rentspecified above the Brokers shall be paid a Brokerage Fee in accordance with paragraph 15 of the Lease or if applicable, ara r h 9 o u ease. AIRCRE * https://www.aircre.com * 213-687-8777 * contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing. INITIALS INITIALS © 2017AIR CRE. All Rights Reserved. Last Edited: 12/14/202311:55 AM OE-7.02, Revised 01-13-2022 Page 2 of 2 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 ADDENDUM#1 - STANDARD LEASE CONDITIONS To the Lease dated for reference purposes only December ,2023 by and between Seamus Redwood,LP(as Lessor)and City of Petaluma(as Lessee) for the Premises located at 1318 Redwood Way,Suite's 120& 140,Petaluma,California 94954 52. TENANT IMPROVEMENT SCOPE: Lessor and Lessee to approve plans and specifications covering the layout of the Premises and the scope of responsibility of the Tenant Improvements between Lessor and Lessee as stipulated in Lease, in the Exhibit B of lease or Work Letter. Said approval shall be forthcoming within ten(10)days of acceptance hereof. Lessor to complete installations of Tenant Improvements in a quality good workmanlike manner in accordance with approved plans and specifications prior to February 29,2024. Lessee shall inspect said premises within three(3) days of completion to ascertain that Tenant Improvements have been installed in accordance with plans and specifications. Lessee shall provide a "punch list" of items not in accordance with plans and specification or not installed in a good workmanlike manner. Lessor shall have thirty(30)days to correct said punch list items. If Lessee installs any portion of the Tenant Improvements, he shall have the same responsibility as indicated above for Lessor and additionally Lessee shall remove all mechanic's liens, to satisfy all claims and meet all contract requirements with suppliers, contractors and employees arising out of said installation of improvements. Lessee to have workman compensation and liability insurance with a minimum $1,000,000 per occurrence for said installation and to name Lessor additional insured. Lessee shall indemnify and hold harmless Lessor for all claims of employees,invitees,material men, supplier arising out of said installation. 53. CERTIFIED ACCESS SPECIALIST DISCLOSURE: Pursuant to California Civil Code Section 1938 the subject property has has not X been inspected by a "Certified Access Specialist". If subject property has been inspected, the property has has not been determined to meet all applicable construction related accessibility standards pursuant to California Civil Code Section 55.53. If the Lessor has not obtained a CASp (a Certified Access Specialist) Report the Lessee may obtain its own report, at his cost, to determine necessary modifications or additions to obtain certification. Lessee will have a total of thirty (30) days form initial acceptance hereof of lease conditions to obtain report and approve the modifications or additions to obtain certification, if any. Lessee may elect to have the additions or modifications installed or to proceed without them. In any case if modifications or additions are required and elected by Lessee then allocation of the cost shall be approved by both Lessor and Lessee at least forty-eight (48)hours prior to final lease execution. If a CASp inspection has been previously obtained for the premises Lessor shall provide a copy to Lessee a minimum of ten(10) days before final lease execution and Lessee to review and approve within five (5)days of receipt. Lessee may elect to have additions or modifications installed or to proceed without them. In any case, if modifications or additions are required and elected by Lessee then allocation of the cost shall be approved by both Lessor and Lessee at least forty-eight(48)hours prior to final lease execution. 54. PERMITS: Lessee will obtain a use permit and any other permits needed for Lessee's use of the Premises if required from the appropriate municipality. Lessee shall use due diligence in pursuing such permits and pay all costs associated with them. Lessee shall have the responsibility to maintain any use permits and to comply with all terms and conditions of said permits during the term of this Lease. LESSOR LESSEE DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 55. HAZARDOUS WASTE: "If Lessee uses, stores,or becomes aware of any hazardous waste or substances as listed by Proposition 65,he will advise Lessor within three (3) days of such existence and either obtain approval from Lessor and the appropriate governing agencies within thirty (30) days from notice or remove and clean up said hazardous waste to standards required by the Lessor and the appropriate governing agencies within sixty(60)days from notice." "If Lessee, his invitees, employees, agents or associates cause or allow a spill, or contamination of the premises, common area, soil or surrounding area, then it will be the responsibility of Lessee to clean up said hazard to the degree required and within the time frame set by any public entity which has jurisdiction and particularly in response to the Super Fund Act and Proposition 65." Lessor is responsible for any hazardous waste violations, occurrences or clean-up required prior to lease commencement or caused by Lessor or other tenants during the lease term without reimbursement from Lessee. 56. HVAC SERVICE REQUESTS: For HVAC service requests for hot or low temperatures, if the office temperature is found to be within 68- 74 degrees F. when measured by the responding technician, the Lessee will be billed back for any associated charges. This policy is in-line with CAL/OSHA's requirements for indoor workspaces. 57. COMMON AREA CONFERENCE ROOM: Conference room in the first floor lobby is available for use by all tenants or occupants on a non-exclusive basis at no additional cost to Lessee. The use of the conference room is scheduled through the Property Manager on a first come basis. Lessee shall be responsible for maintaining and cleaning the area and all tables and chairs will be put back in place after each use. 58. EARLY ACCESS: Lessee shall have early access to the Premises commencing February 1, 2024 to set up its Fixtures, Furniture and Equipment (FF&E) providing this early access does not interfere with the completion of Lessor's work described in Exhibit B. 59. SIGNAGE: Lessor, at Lessor's sole cost and expense, to provide the following building standard signage for Lessee: (a) Entry doors for Suite's 120& 140 (b) Lobby directory (c) Exterior building monument signage Lessee, at Lessee's sole cost and expense, shall have the option to install signage on the front fagade of the building with Lessor's prior approval which shall not be unreasonably withheld and delayed. Signage shall be subject to the approval of the City of Petaluma and the Sequoia Business Park regulations. Lessee shall obtain a sign permit if necessary. Lessor shall review and approve all signage prior to installation. Upon the expiration or sooner termination of the lease, Lessee shall remove its signage and restore the fascia to its original condition,reasonable wear and tear excepted(see also Exhibit Q. LESSOR LESSEE DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 60. WORKSTATIONS: Lessor grants Lessee the right to use the existing workstations, desks, chairs and other furnishings currently in place in the Premises during the base lease term of the lease and any option periods if exercised at no additional cost to Lessee. Additionally, Lessee shall the right to swap out workstations in the Premises with existing workstations in vacant spaces on the second floor in attempt to make sure all workstations are matching. The cost of swapping any workstations shall be at Lessee's expense. Lessee acknowledges that it accepts the existing furnishings in their "as is, where is" condition and Lessee is solely responsible for all maintenance and repair of the furnishings. 61. TERMINATION OPTION: In the 481h month of the base lease term Lessee shall have a one-time right to terminate the lease by providing Lessor with four months prior written notice that Lessee will be terminating the lease effective at the end of the notification period subject to Tenant reimbursing the Lessor for any pro rata share of free rent, unamortized tenant improvement costs and unamortized broker's commissions on or before the end of the four-month notification period (the "Termination Fee"). Lessor shall provide a breakdown of Lessor's Termination Fee within thirty (30) days of receipt of Lessee's notice to terminate the lease. If at the end of the notification period and after receiving Lessor's termination fee breakdown, and Lessee has not paid the "termination fee" then Lessee's option to terminate the lease shall expire and the lease shall remain in full force and affect. 62. CONFIDENTIALITY: It is agreed and understood that Lessee may acknowledge only the existence of this Lease by and between Lessor and Lessee, and that the Lessee may not disclose any of the terms and provisions contained in this Lease to any Tenant or other occupant in the Building or to any agent, employee, subtenant or assignee of such tenant or occupant. Lessee acknowledges that any breach by Lessee of the agreements set forth in this section shall cause Lessor irreparable harm. The terms and provisions of this section 63 shall survive the termination of this Lease(whether by lapse of time or otherwise) Agreed by: LESSEE CITY OF PETALUMA Date: By its LESSOR SEAMUS REDWOOD,LP Date: By David Brown, it's Manager DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 STANDARD LEASE DISCLOSURE ADDENDUM To the Lease dated for reference purposes only December ,2023 by and between Seamus Redwood,LP(as Lessor)and City of Petaluma(as Lessee) for the Premises located at 1318 Redwood Way,Suite's 120& 140,Petaluma,California 94954 Certified Access Specialist Disclosure Pursuant to California Civil Code Section 1938 the subject property has_ has not X been inspected by a"Certified Access Specialist". If subject property has been inspected, the property has has not been determined to meet all applicable construction related accessibility standards pursuant to California Civil Code Section 55.53. SECTION 1. Section 1938 of the Civil Code is amended to read: 1938. (a)A commercial property owner or lessor shall state on every lease form or rental agreement executed on or after January 1,2017,whether or not the subject premises have undergone inspection by a Certified Access Specialist(CASp). (b) If the subject premises have undergone inspection by a CASp and, to the best of the commercial property owner's or lessor's knowledge, there have been no modifications or alterations completed or commenced between the date of the inspection and the date of the lease or rental agreement which have impacted the subject premises' compliance with construction-related accessibility standards,the commercial property owner or lessor shall provide,prior to execution of the lease or rental agreement,a copy of any report prepared by the CASp with an agreement from the prospective lessee or tenant that information in the report shall remain confidential,except as necessary for the tenant to complete repairs and corrections of violations of construction-related accessibility standards that the lessee or tenant agrees to make. (c)Making any repairs or modifications necessary to correct violations of construction-related accessibility standards that are noted in a CASp report is presumed to be the responsibility of the commercial property owner or lessor, unless otherwise mutually agreed upon by the commercial property owner or lessor and the lessee or tenant. The prospective lessee or tenant shall have the opportunity to review any CASp report prior to execution of the lease or rental agreement. If the report is not provided to the prospective lessee or tenant as least 48 hours prior to execution of the lease or rental agreement,the prospective lessee or tenant shall have the right to rescind the lease or rental agreement, based upon the information contained in the report,for 72 hours after execution of the agreement. (d)If the subject premises have been issued an inspection report by a CASp,as described in paragraph(1)of subdivision(a) of Section 55.53,indicating that it meets applicable standards,as defined in paragraph(4)of subdivision(a)of section 55.52, the commercial property owner or lessor shall provide a copy of the current disability access inspection certificate and any inspection report to the lessee or tenant not already provided pursuant to subdivision(b)within seven days of the date of the execution of the lease or rental agreement. (e) If the subject premises have not been issued a disability access inspection certificate, as described in subdivision(e) of Section 55.53,the commercial property owner or lessor shall state the following on the lease form or rental agreement: "A Certified Access Specialist(CASp)can inspect the subject premises and determine whether the subject premises comply with all the applicable construction-related accessibility standards under 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 or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and matter of the CASp inspection,the payment of the fee for the CASp inspection,and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." SEC 2.This act is an urgency statute necessary to the immediate preservation of the public peace,health,or safety within the meaning of Article IV of the Constitution and shall go into immediate effect.The facts constituting the necessity are: In order to increase compliance with accessibility standards for the benefit of the public,especially disabled consumers who may experience unjust discomfort, difficulty, or embarrassment when public places or businesses are not compliant with accessibility standards required by law and to improve the ability of business to correct accessibility violations, provide clarity to property owners and tenants regarding responsibility for correcting accessibility violations and increase awareness of state programs to inspect properties for accessibility violations,it is necessary that this act go into effect immediately. Notice to Owners,Buyers and Tenants Regarding Hazardous Wastes or Substances and Underground Storage Tanks Comprehensive federal and state laws and regulations have been enacted in the last few years in an effort to develop controls over the use,storage,handling,cleanup,removal and disposal of hazardous wastes or substances. Some of these laws and regulations,such as,for example,the so-called"Super Fund Act",provide for broad liability schemes wherein an owner,tenant or other user of the property may be liable for cleanup costs and damages regardless of fault. Other laws and regulations set standards for the handling of asbestos or establish requirements for the use, modification, abandonment, or closing of underground storage tanks. Lessor Lessee DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 It is not practical or possible to list all such laws and regulations in this Notice.Therefore,lessors and lessees are urged to consult legal counsel to determine their respective rights and liabilities with respect to the issues described in this Notice as well as other aspects of the proposed transaction. If various materials that have been or may be in the future determined to be toxic,hazardous or undesirable, or are going to be used, stored, handled or disposed of on the property, or if the property has or may have underground storage tanks for storage of such hazardous materials,or that such materials may be in the equipment,improvements or soil,it is essential that legal and technical advice be obtained to determine,among other things,what permits and approvals have been or may be required, if any,the estimated costs and expenses associated with the use, storage,handling, cleanup, removal or disposal of the hazardous wastes or substances and what contractual provisions and protection are necessary or desirable.It may also be important to obtain expert assistance for site investigations and building inspections. The past uses of the property may provide valuable information as to the likelihood of hazardous wastes or substances,or underground storage tanks being on the property. The term"hazardous wastes or substances"is used in this Notice in its very broadest sense and includes,but is not limited to,all those listed under Proposition 65, petroleum base products, paints and solvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonium compounds, asbestos, PCBs and other chemical products. Hazardous wastes or substances and underground storage tanks may be present on all types of real property. This Notice is, therefore, meant to apply to any transaction involving any type of real property,whether improved or unimproved. Although Keegan&Coppin Co.,Inc.or its salespeople,will disclose any knowledge it actually possesses with respect to the existence of hazardous wastes or substances,or underground storage tanks on the property,Keegan&Coppin Co.,Inc.has not made investigations or obtained reports regarding the subject matter of this Notice,except as may be described in a separate written document,studies or investigation by experts. Therefore,unless there are additional documents or studies attached to this notice, lease or contract, this will serve as notification that Keegan & Coppin Co., Inc. or its salespeople make no representation regarding the existence or non-existence of hazardous wastes or substances,or underground storage tanks on the property. You should contact a professional, such as a civil engineer, geologist, industrial hygienist or other persons with experience in these matters to advise you concerning the property. Americans with Disabilities Act (ADA) On July 26, 1990, President Bush signed the federal legislation known as the Americans with Disabilities Act(ADA) into law. The purpose of the ADA is to integrate persons with disabilities into the economic and social mainstream of American life. Title III of the ADA applies to Lessors and Lessees of"places of public accommodation"and'commercial facilities",and requires that places of public accommodation undertake"readily achievable" removal of communication and access barriers to the disabled. This requirement of Title III of the ADA is effective January 26, 1992. It is important that building owners identify and undertake"readily achievable"removal of any such barriers in the common areas,sidewalks,parking lots and other areas of the building under their control. The lessor and lessee are responsible for compliance with ADA relating to removal of barriers within the workplace i.e., arrangement of interior furnishings and access within the premises,and any improvements installed by lessor and lessee. Keegan&Coppin Company,Inc.recommends that both parties seek expert advice regarding the implications of the Act as it affects this agreement. Natural Hazards Disclosure Act: "The property which is the subject of this contract may be situated in a Special Study Zone as designated under the Natural Hazards Disclosure Act,inclusive,of the California Public Resources Code;and,as such,the construction or development on this property of any structure for human occupancy may be subject to the findings of a geologic report prepared by a geologist registered in the State of California, unless such report is waived by the City or County under the terms of that act. No representations on the subject are made by the lessor or agent,and the lessee should make his own inquiry or investigation". Flood Hazard Area Disclosure: The subject property may be situated in a"Special Flood Hazard Area"as set forth on a Federal Emergency Management Agency (FEMA)"Flood Insurance Rate Map"(FIRM)or"Flood Hazard Boundary Map"(FHBM).The law provides that,as a condition of obtaining financing on most structures located in a"Special Floods Hazard Area",lender requires flood insurance where the property or its attachments are security for a loan. Lessee should consult with experts concerning the possible risk of flooding. Toxic Mold Disclosure(Pursuant to the Toxic Mold Protection Act of 2001) The Toxic Mold Protection Act of 2001 requires any person who sells,transfers or rents residential,commercial or industrial property to disclose if they have ACTUAL KNOWLEDGE of a mold condition on the property. The law also requires the California Department of Health Services to identify tolerable exposure limits and develop guidelines for toxic mold identification and remediation. Property owners will be required to provide a more detailed disclosure on toxic mold once the Department of Health Services develops and adopts standards for identifying,measuring and remediating toxic mold. Lessor Lessee DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 The Toxic Mold Protection Act of 2001 does NOT require that a property owner have their property tested for toxic mold. It also does NOT require that an agent investigate a property for toxic mold. Property owners only need to disclose any ACTUAL KNOWLEDGE of a mold condition on their property until the above mentioned guidelines are developed and approved. Lessees are advised to obtain a professional assessment of the mold condition of the premises prior to execution of the Lease. Disclosure Keegan&Coppin Co.,Inc.has made no independent investigation regarding the present or future use or zoning of the Property: ADA-related issues,matters relating to Hazardous Materials,or the compliance of the Property with the Occupational Safety and Health Act or any other federal,state,county or municipal Law.Broker has not investigated,and is not qualified to provide any opinion about the structural,mechanical,or soils conditions of the Property.Broker has not independently verified the size, measurements,or boundaries of the Property,and any representation thereof is made solely based upon information provided to Broker,which Broker deems reliable but does not warrant to be accurate.You should consult your advisors on these matters. Buyer agrees to make its own investigation and determination regarding all matters affecting the value,condition,utility,size, compliance with Laws,and all aspects of the Property's suitability for Buyer's intended use. Acknowledgment: LESSEE CITY OF PETALUMA Date: By it's LESSOR SEAMUS REDWOOD,LP Date: By David Brown,it's Manager DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 AIRCR � contracts RULES AND REGULATIONS FOR STANDARD OFFICE LEASE Date: By and Between Lessor: Seamus Redwood, LP Lessee: City of Petaluma Property Address: 1318 Redwood Way, Suites 120 and 140, Petaluma, C if nia 94954 (street address,city,state,zip) GENERAL RULES 1. Lessee shall not suffer or permit the obstruction of any Common Areas,including driveways,walkways and stairways. 2. Lessor reserves the right to refuse access to any persons Lessor in good faith judges to be a threat to the safety and reput 'o f the oject and its occupants. 3. Lessee shall not make or permit any noise or odors that annoy or interfere with other lessees or persons havin usine it ' the Project. 4. Lessee shall not keep animals or birds within the Project,and shall not bring bicycles,motorcycles or other v icles into ar s n designated as authorized for same. 5. Lessee shall not make,suffer or permit litter except in appropriate receptacles forthat purpose. 6. Lessee shall not alter any lock or install new oradditional locks or bolts. 7. Lessee shall be responsible for the inappropriate use of any toilet rooms,plumbing or other utilities. No foreign substances of any kind are to be inserted therein. 8. Lessee shall not deface the walls,partitions or other surfaces of the Premises or Project. 9. Lessee shall not suffer or permit anything in or around the Premises or Building that caus xcessive vibration or floor loading in any part of the Project. 10. Furniture, significant freight and equipment shall be moved into or out of the buildin only 'th the Lessor's knowledge and consent,and subject to such reasonable limitations,techniques and timing,as may be designated by Lessor. Lessee all be resp ible forany damage to the Office Building Project arising from any such activity. 11. Lessee shall not employ any service or contractor for services or work to be p orme n the Building,except as approved by Lessor. 12. Lessor reserves the right to close and lock the Building on Saturdays, Sundays an ilding Holidays, and on other days between the hours of 6:0 0 P.M.and 7:0 0 A.M.ofthefollowing day. If Lessee usesthe Premise ng such riods,Lessee shall be responsible for securely locking any doors it may have opened for entry. 13. Lessee shall return all keys at the termination of its tenancy an I be r risible for the cost of replacing any keys that are lost. 14. No window coverings,shades or awnings shall be installed used b Less 15. No Lessee,employee or invitee shall go upon the roof oft Buildin 16. Lessee shall not suffer or permit smoking or carrying of li hte i s or d rettes in areas reasonably designated by Lessor or by applicable governmental agencies as non-smoking areas. 17. Lessee shall not use any method of heating or a' conditionin the han as provided by Lessor. 18. Lessee shall not install,maintain or operate any v ding machi es upon the Premises without Lessor's written consent. 19. The Premises shall not be used for lodging or manu uring, oking or food preparation. 20. Lessee shall comply with all safety,fire protection and a tion regulations established by Lessor or any applicable governmental agency. 21. Lessor reserves the rightto waive any one of these rules or regulations,and/or as to any particular Lessee,and any such waiver shall not constitute a waiver of any other rule or regulation or any s equent application thereof to such Lessee. 22. Lessee assumes all risks from ft or vandalism and agrees to keep its Premises locked as maybe required. 23. Lessor reserves the righttgAakNkch other reasonable rules and regulations as it may from time to time deem necessary for the appropriate operation and safety of the Project and its cupants. see agrees to abide by these and such rules and regulations. PARKING RULES 1. Parking areas shall be d onlyfor parking by vehicles no longer than full size,passenger automobiles herein called"Permitted Size Vehicles."Vehicles other than Permitted S hicles a erein referred to as"Oversized Vehicles." 2. Lessee shall t pe r a w anyvehicles that belong to or are controlled by Lessee or Lessee's employees,suppliers,shippers,customers,or invitees to be loaded,u ded, ed in areas other than those designated by Lessor for such activities. 3. P kin s kers r identification devices shall be the property of Lessor and be returned to Lessor b the holder thereof upon termination of the holder's parking rivi es. Les.4ewill-Nay such replacement charge as is reasonably established by Lessor for the loss of such devices. 4. Le or sery a ri ht to refuse the sale of monthly identification devices toanV person or entity that willfully refuses to com I with the applicable rules re u 'on aws and/or a reements. 5. Le or r rves the right to relocate all or apart of parking spaces from floor to floor,within one floor,and/or to reasonably ad'acent offsite locations and to reasonab allocate them between compact and standard sizes aces as long as the same complies with applicable laws ordinances and regulations. Us s of the parking area will obey all posted signs and park only in the areas designated for vehicle parking. 7. less otherwise instructed,every person usingthe parking area is required to park and lock his own vehicle. Lessor will not be responsible for any damage to vehicles,injury to persons or loss of property,all of which risks are assumed by the party using the parking area. ® INITIALS INITIALS © 2017AIR CRE. All Rights Reserved. Last Edited: 12/14/202311:55 AM OFGRR-2.02, Revised 10-22-2020 Page 1 of 2 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 8. Validation,if established,will be permissible only by such method or methods as Lessor and/or its licensee may establish at rates generally applicable to visitor parking. 9. The maintenance,washing,waxing or cleaning of vehicles in the parking structure or Common Areas is prohibited. 10. Lessee shall be responsible for seeing that all of its employees,agents and invitees comply with the applicable parking rules,regulations,laws and agreements. 11. Lessor reserves the right to modify these rules and/or adopt such other reasonable and non-discriminatory rules and regulations as it may deem necessary for the proper operation of the parking area. 12. Such parking use as is herein provided is intended merely as a license only and no bailment is intended or shall be created hereby. AIR CRE * https://www.aircre.com * 213-687-8777 *contracts@aircre.com NOTICE: No part of these works may be reproduced in any form without permission in writing. INITIALS INITIALS @ 2017AIR CRE. All Rights Reserved. Last Edited: 12/14/202311:55 AM OFGRR-2.02, Revised 10-22-2020 Page 2 of 2 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 Exhibit A 1318 Redwood Way, Suites 120 and 140 Petaluma, CA 94954 =79 G '- I 1 •i; n`n its I = Subject Space Initials Initials The above information,while not guaranteed,has been secured from sources we believe to be reliable.Submitted subject to error,change or withdrawal.An interested party should verify the status of the property and the information herein. DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 EXHIBIT B-Work Letter and Construction of Tenant Improvements This construction agreement is an Addendum to that certain Lease dated December , 2023 by and between The City of Petaluma (Lessee) and Dawse Properties, LP (Lessor) 1. DELIVERY OF PREMISES& IMPROVEMENTS MADE BY LESSOR: The Premises shall be delivered in its "As Is" Current Condition, except for the following: i. New paint throughout the Premises. Lessee to select from selection provided by Lessor. ii. New carpet "tiles" throughout the Premise to replace existing carpet. Lessee to select from selection provided by Lessor. iii. New laminate flooring in the kitchen area in the Premises. Lessee to select from selection provided by Lessor. iv. Replace all damaged or missing ceiling tiles. All ceiling tiles throughout the Premises shall match. V. Premises shall be thoroughly cleaned including but not limited to ceiling mounted HVAC supplies and returns, and interior and exterior window blinds. vi. Make operable both front door and lobby door electric fob access points for Lessee's employees. vii. Remove ceiling mounted "Unistrut's" and shelving in the greenroom prior to painting. viii. Install new cabinetry in the one of the two breakrooms along with the addition of a counter height four-plex electrical outlet. ix. All ceiling mounted lighting fixtures shall illuminate a similar color of lighting. X. Install four(4) additional EV charging stations similar or the same as existing within twelve (12) months of the lease commencement date. xi. Subject to Lessor's final agreement to the proposed plan and construction costs, Lessor to build two (2) additional private offices in the Premises per Exhibit "D". Lessee with develop a tenant improvement plan showing the two (2) new offices in the Premises and acquire a building permit for such work at its expense. Once the building permit has been issued Lessor shall construct the two (2) offices. Lessor's cost of constructing the offices shall be payable by Lessee to Lessor as an additional monthly expense and amortized equally over the lease term. The final details to be memorialized in a lease amendment once the specific details have been agreed to by both parties. 2. LESSEE IMPROVEMENTS MADE BY LESSEE: The Lessee may install improvements to the Premises over and above the improvements provided by Lessor. Lessee shall be responsible for the cost and installation of all telephone and data lines. 3. PLANS AND SPECIFICTIONS: (A) In the event Lessee plans additional improvements to the Premises, Lessee shall submit to Lessor,for Lessor's written approval, complete detailed drawings and specification in sufficient detail for Lessee to obtain all necessary permits (hereinafter collectively referred to as "Plans")for all the work to be done by Lessee to the Leased Premises. DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 (B) Lessor shall inform Lessee of any objections to the Plans within three (3) days after receipt; then Lessee, within five (5) days, shall deliver to Lessor corrected Plans, which Lessor shall accept or reject within the next three (3) days. (C) Lessee must obtain Lessor's approval of its Plans prior to commencing any of its work at the Leased Premises. Lessor's approval of Lessee's Plans shall not constitute an affirmation by Lessor that they conform to law or impose any liability on Lessor. Lessee shall immediately apply for all permits necessary for its work. After the permits are issued and Lessor has completed the work, if any that it has specifically agreed in this Lease to do, Lessee shall promptly commence and complete Lessee's work in conformity with the Plans and all relevant laws and regulation. Before commencing its work, Lessee will deliver to Lessor all of the following: (1)A contractor's completion bond, in favor of Lessor as oblige, in form approved by Lessor, issued by a surety company satisfactory to Lessor, guaranteeing completion of Lessee's work in accordance with the Plans free of Liens and security agreements, and (2) a comprehensive general liability insurance policy from Lessee's contractor naming Lessor as additional insured for at least 2,000,000 combined single limit for bodily injury and property damage, and (3)the general contractor's written indemnity agreement that the contractor shall indemnify, defend save and hold harmless Lessor, its mortgagee, agents, employees and assigns, from all liabilities, claims, losses, liens, damages and suits of whatsoever nature for personal injury, death or property damage alleged to arise out of the work performed under the contract, whether by contactor or by any subcontractor, and whether asserted against Lessor or contractor, and (4) contractor's Workers' Compensation and Occupational Disease insurance with statutory limits and employer's liability with a limit of at least$1,000,000. (D) Lessee shall comply with all legal requirements during its work and when completed, Lessee's work must comply with all laws, ordinances, regulations, or orders of public authority, and with the requirements of the appropriate Fire Insurance Rating Organization and Lessor's insurance company. Prior to opening for business, Lessee shall obtain and deliver to Lessor the certificate of occupancy(or its local equivalent)for the Leased Premises. If a temporary Certificate of Occupancy is issued, Lessee shall deliver a copy of that document to Lessor and then, upon issuance of a permanent Certificate of Occupancy, immediately forward a copy of it to Lessor. (E) If Lessor or its representatives inspects the Leased Premises and determines that Lessee's work is not being done in accordance with the approved Plans, Lessee shall correct any deficiencies or omissions immediately. (F) Lessee shall not permit any mechanic's or other lien to be filed either against the Leased Premised or Lessee's leasehold interest by reason of work, labor, services or materials supplied. If any lien is filed, Lessee shall, within ten (10) days after notice of the filing, cause it to be discharged of record, failing which Lessor, in addition to any other right or remedy, may (be shall not be obligated to) discharge such lien by deposit, bonding proceedings or by payment of the claimed amount for Lessee's account. Any amount so paid, together with interest at the Lease Interest Rate from the date of payment, shall be paid by Lessee to Lessor on demand as additional Rent. Nothing herein shall be construed as the consent or request of Lessor to any contractor, subcontractor, laborer or materialman to perform work or furnish DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 materials. Furthermore, nothing herein shall give Lessee the authority to contract for or permit the rendering of any service or furnishing of any material that could give rise to the filing of any lien. Lessor shall post a Notice of Non-Responsibility on the premises. (G) For any Lessee work that involves penetration of the roof surface, Lessee shall employ Lessor's roofing contractor, thereby ensuring that the roofing bond and/or warranty will remain in full force and effect.The maintenance of Lessee's roof work will be the sole responsibility of Lessee and shall include the repair of adjoining areas that might have been affected due to water penetration through Lessee's roof work. (H) In the event Lessee must obtain a zoning variance,waiver or other change in order to use the Leased Premises for the purposes described in the Lease, Lessee shall first obtain Lessor's written approval, not be unreasonably withheld or delayed, prior to seeking such a change. If Lessor's consent is given, Lessor agrees to cooperate with Lessee in such application and Lessee agrees to: (i) keep Lessor advised of all developments as they occur, (ii) provide Lessor with an opportunity to review all documents before they are filed, and (iii) give Lessor a reasonable amount of notice before any hearings are held so that Lessor's representative shall have an opportunity to attend. Lessee shall not be permitted to enter into any agreements that affect the use, access, or condition of the Leased Premises without first obtaining Lessor's written consent, and any attempt to do so shall constitute a default under the Lease. Agreed by: Lessee Date its Lessor Date David Brown, its Manager DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 Exhibit C - Building Signage Locations 1318 Redwood Way, Suites 120 and 140 Petaluma, CA 94954 7J— A&I Possible Signage Locations A Alt. Initials Initials The above information,while not guaranteed,has been secured from sources we believe to be reliable.Submitted subject to error,change or withdrawal.An interested party should verify the status of the property and the information herein. DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 EXHIBIT D (approved sketch plan) DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 Attachment A Design and Construction Schedule DATE MILESTONE or DAYS TO COMPLETE 1. Lessee submits Improvement Plans for approval by Lessor 2. Lessor approves Improvement Plans 3. Architect completes Construction Drawings based on approved Improvement Plans 4. Lessor will approve, conditionally approve or disapprove the Final Plans 5. City Council Meets to Declare Intention to Enter into Lease 6. City Council Meets to Conduct Public Hearing and Execute Lease 7. Last day for Lesse to obtain all Permits 8. Commencement Date of Improvements 9. Scheduled Completion Date of Improvements 10. Completion of punch list and final walkthrough DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 LEASING DISCLOSURE AND CONFIRMATION REGARDING REAL ESTATE AGENCY RELATIONSHIP When you enter into a discussion with a real estate agent regarding a real estate transaction,you should from the outset understand what type of agency relationship or representation you wish to have with the agent in the transaction. With each specific transaction,you should read the Agency Disclosure and consider how you are being represented. LESSOR'S AGENT A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor. A Lessor's agent or a subagent of that agent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care,integrity,honesty and loyalty in dealings with the Lessor. To Lessee and Lessor: (a)Diligent exercise of reasonable skill and 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 materially affecting 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 reveal to either party any confidential information obtained from the other party which does not involve the affirmative duties set forth above. LESSEE'S AGENT An agent can,with a Lessee's consent,agree to act 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 compensation 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 Lessee: A fiduciary duty of utmost care,integrity,honesty and loyalty in dealings with the Lessee. To Lessee and Lessor: (a)Diligent exercise of reasonable skill and 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 materially affecting 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 reveal to either party any confidential information obtained from the other party which does not involve the affirmative duties set forth above. AGENT REPRESENTING 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 and 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 following affirmative obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care,integrity,honest and loyalty in the dealings with either Lessor or Lessee. (b) Other duties to the Lessor and the Lessee as stated above in their respective sections. In representing both Lessor and Lessee,the agent may not,without the express permission of the respective party,disclose to the other party that the Lessor will accept a rent less than the listed rent or that the Lessee will pay a rent greater than the rent offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transaction. A real estate agent is a person qualified to advise someone about real estate. If legal or tax advice is desired,consult a competent professional. Throughout your real property transaction you may receive more than one disclosure form,depending upon the number of agents assisting in the transaction.The law requires each agent with whom you have more than a casual relationship to present you with this disclosure form.You should read its contents each time it is presented to you,considering the relationship between you and the real estate agent in your specific transaction.This disclosure form includes the provisions of Sections 2079.13 to 2079.24,inclusive of the Civil Code set forth on the reverse hereof.Read it carefully. We acknowledge receipt of a copy of this disclosure: Lessor Date Lessee Date Seamus Redwood,LP City of Petaluma Agent Date Agent Date Russ Mayer,Lic#01260916 Steven Leonard,Lic#00909604 CONFIRMATION OF AGENCY We authorize the following agency: Keegan&Cop_pin Company,Inc.is the agent of(Check one) Cushman&Wakefiled is the agent of(Check one) (Name of Lessor's Agent) (Name of Lessee's Agent if not the same as Lessor's Agent) X The Lessor exclusively;or X The Lessee exclusively;or Both the Lessee and Lessor The Lessor exclusively;or Both the Lessee and Lessor CONFHtMED AND AUTHORIZED: CONFHtMED AND AUTHORIZED: Lessor Date Lessee Date Seamus Redwood,LP City of Petaluma Agent for Lessor Agent for Lessee Russ Mayer,Lic#01260916 Steven Leonard,Lic#00909604 PROPERTY ADDRESS: 1318 Redwood Way,Suite's 120&160,Petaluma,California 94954 DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 2079.13. As used in Sections 2079.14 to 2079.24,inclusive,the following terms have the following meanings: (a) "Agent"means a person acting under provisions of Title 9(commencing with section 2295)in a real property transaction,and includes a person who is licensed as a real property transaction,and includes a person who is licensed as a real estate broker under Chapter 3(commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions code,and under whose license a listing is executed or an offer to purchase is obtained. (b) "Associate license"means a person who is licensed as a real estate broker or salesperson under Chapter 3(commencing with Section 10130)of Part 1 of Division 4 of the Business and Professions Code and who is either licensed under a broker or has entered into written contract with a broker to act as the broker's agent in connection with acts requiring a real estate license and to function under the broker's supervision in the capacity of an associate licensee. The agent in the real property transaction bears responsibility for his or her associate licensees who perform as agents of the agent.When as associate licensee owes a duty to any principal,or to transaction,that duty is equivalent to the duty owed to that party by the broker for whom the associate licensee functions. (c) "Buyer means a transferee in a real property transaction,and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual,transitory,or preliminary manner,with the object of entering into a real property transaction."Buyer" includes vendee or lessee. (d) "Commercial real property"means all real property in the state,except single-family residential real property,dwelling units made subject to Chapter 2 (commencing with Section 1940)of Title 5,mobilehomes,as defined in Section 798.3,or recreational vehicles,as defined in Section 799.29. (e)"Dual agent"means an agent acting,either directly or through an associate licensee,as agent for both the seller and the buyer in a real property transaction. (f)"Listing agreement"means a contract between an owner of real property and an agent,by which the agent has been authorized to sell the real property or to find or obtain a buyer. (g) "Listing agent"means a person who has obtained a listing of real property to act as an agent for compensation. (h) "Listing price"is the amount expressed in dollars specified in the listing for which the seller is willing to sell the real property through the listing agent. (i)"Offering price"is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. 0)"Offer to purchase"means a written contract executed by a buyer acting through a selling agent that becomes the contract for the sale of the real property upon acceptance by the seller. (k)"real property"means any estate specified by subdivision(1)or(2)of Section 761 in property that constitutes or is improved with one to four dwelling units, any commercial real property,any leasehold in these types of property exceeding one year's duration,and mobilehomes,when offered for sale or sold through an agent pursuant to the authority contained in Section 10131.6 of the Business of Professions Code. (1)"Real property transaction"means a transaction for the sale of real property in which an agent is employed by one or more of the principals to act in that transaction,and includes a listing or an offer to purchase. (m) "Sell,""sale"or"sold"refers to a transaction for the transfer of real property from the seller to the buyer,and includes exchanges of real property between the seller and buyer,transactions for the creation of a real property sales contract within the meaning of Section 2985,and transactions for the creation of leasehold exceeding one year's duration. (n) "Seller"means the transferor in a real property transaction,and includes an owner who lists real property with an agent,whether or not a transfer results,or who receives an offer to purchase real property or which he or she is the owner from an agent on behalf of another."Seller"includes both a vendor and a lessor. (o) "Selling agent"means a listing agent who acts alone,or an agent who acts in cooperation with a listing agent,and who sells or finds and obtains a buyer for the real property,or an agent who locates property for a buyer or who finds a buyer for a property for which no listing exists and presents an offer to purchase to the seller. (p)"Subagent"means a person to whom an agent delegates agency powers as provided in Article 5(commencing with Section 2349)of Chapter 1 of title 9. However,"subagent"does not include an associate licensee who is acting under the supervision of an agent in real property transaction. 2079.14.Listing agents and selling agents shall provide the seller and buyer in a real property transaction with a copy of the disclosure from specified in Section 2079.16,and,except as provided in subdivision(c),shall obtain a signed acknowledgement of receipt from that seller or buyer,except as provided in this section or Section 2079.15,as follows: (a)The listing agent,if any,shall provide the disclosure form to the seller prior to entering into the listing agreement. (b)The selling agent shall provide the disclosure form to the seller as soon as practicable prior to presenting the seller with an offer to purchase,unless the selling agent previously provided the seller with a copy of the disclosure form pursuant to subdivision(a). (c)Where the selling agent does not deal on a face-to-face basis with the seller,the disclosure form prepared by the selling agent may be furnished to the seller (and acknowledgement of receipt obtained for the selling agent from the seller)by the listing agent,or the selling agent may deliver the disclosure form by certified mail addressed to the seller as his or her last known address,in which case no signed acknowledgement of this receipt is required. (d) The selling agent shall provide the disclosure form to the buyer as soon as practicable prior to execution of the buyer's offer to purchase,except that if the offer to purchase is not prepared by the selling agent,the selling agent shall present the disclosure form to the buyer not later that the next business day after the selling agent receives the offer to purchase from the buyer. 2079.15 In any circumstance in which the seller or buyer refuses to sign an acknowledgement or receipt pursuant to Section 2079.14,the agent,or an associate licensee acting for the agent,shall set forth,sign,and date a written declaration of the facts of the refusal. 2079.17. (a)As soon as practicable,the selling agent shall disclose to the buyer and seller whether the selling agent is acting in the real property transaction exclusively as the buyer's agent,exclusively as the seller's agent,or as a dual agent representing both the buyer and the seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller,the buyer,and the selling agent prior to or coincident with execution of that contract by the buyer and the seller,respectively. (b)As soon as practicable,the listing agent shall disclose to the seller whether the listing agent is acting in the real property transaction exclusively as the seller's agent,or as a dual agent representing both the buyer and seller.This relationship shall be confirmed in the contract to purchase and sell real property or in a separate writing executed or acknowledged by the seller and the listing agent prior to our coincident with the execution of that contract by the seller. (c)The confirmation required by subdivisions(a)and(b)shall be in the following form: is the agent of is the agent of (Name of Listing Agent) (Name of Selling Agent if not the same as the Listing Agent) (Check one) (Check one) ()the seller exclusively;or ()the buyer exclusively;or ( )both the buyer and seller. O the seller exclusively;or O both the buyer and seller (d)The disclosures and confirmation required by this section shall be in addition to the disclosure required by Section 2079.14. DocuSign Envelope ID:7EFAEADC-150C-4384-812D-3EF9004B6F46 2079.18.No selling agent in a real property transaction may act as an agent for the buyer only,when the selling agent is also acting as the listing agent in the transaction. 2079.19.The payment of compensation or the obligation to pay compensation to an agent by the seller or buyer is not necessarily determinative or a particular agency relationship between an agent and the seller or buyer.A listing agent and a selling agent may agree to share any compensation or commission paid,or any right to any compensation or commission for which an obligation arises as the result of a real estate transaction,and the terms of any such agreement shall not necessarily be determinative of a particular relationship. 2079.20. Nothing in this article prevents and agent from selecting,as a condition of the agent's employment,a specific form of agency relationship not specifically prohibited by this article if the requirements of Section 2079.14 and Section 2079.17 are complied with. 2079.21.A dual agent shall not disclose to buyer that the seller is willing to sell the property as a price less than the listing price,without the express written consent of the seller.A dual agent shall not disclose to the seller that the buyer is willing to pay a price greater that the offering price,without the express written consent of the buyer. This section does not alter in any way the duty of responsibility of a dual agent to any principal with respect to confidential information other than price. 2079.22 Nothing in this article precludes a listing agent from also being a selling agent,and the combination of these functions in one agent does not,of itself, make that agent a dual agent. 2079.23.(a)A contract between the principal and agent may be modified or altered to change the agency relationship at any time before the performance of the act which is the object of the agency with the written consent of the parties to the agency relationship. (b)A lender or an auction company retained by a lender to control aspects of a transaction of real property subject to this part,including validating the sales price, shall not require,as a condition of receiving the lender's approval of the transaction,the homeowner or listing agent to defend or indemnify the lender or auction company from any liability alleged to result from the actions of the lender or auction company.Any clause,provision,covenant,or agreement purporting to impose an obligation to defend or indemnify a lender or an auction company in violation of this subdivision is against public policy,void,and unenforceable. 2079.24.Nothing in this article shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees, subagents,and employees from liability for their conduct in connection with acts governed by this article or for any breach of a fiduciary duty or a duty of disclosure.