Non-Standard Contract Coversheet Revised 7/1/24

THE INFORMATION IN THIS BOX IS NOT A PART OF THE CONTRACT AND IS FOR COUNTY USE ONLY

Real Estate Services Department

Department Contract Representative Terry W. Thompson, Director Telephone Number (909) 387-5000

Contractor Contractor Representative Telephone Number Contract Term Original Contract Amount Amendment Amount Total Contract Amount Cost Center GRC/PROJ/JOB No.

Internal Order No.

Grant Number (if applicable)

Briefly describe the general nature of the contract:

FOR COUNTY USE ONLY

Approved as to Legal Form Reviewed for Contract Compliance Reviewed/Approved by Department

John Tubbs II, Deputy County Counsel John Gomez, Real Property Manager, RESD

Date Date Date

Contract Number

SAP Number

LEASE AGREEMENT

BETWEEN

AS LANDLORD

AND

AS TENANT

for certain premises at

LEASE AGREEMENT

In consideration of the mutual covenants contained in the Lease Agreement (“Lease”) and for other good and valuation consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, LANDLORD, as landlord, and COUNTY, as tenant, agree on the terms and conditions set forth in the Lease.

SECTION I – BASIC LEASE PROVISIONS

The following basic lease provisions (“Basic Lease Provisions”) are hereby made a part of the Lease and incorporated herein for the purposes of setting forth the meanings of certain terms in the Lease. In the event of any conflict between terms in the Basic Lease Provisions and the provisions in Section II – Lease Provisions, the provisions in Section II – Lease Provisions shall govern.

A. LANDLORD

B. COUNTY San Bernardino County

C. PROPERTY Certain real property, comprising the grounds and all improvements thereon

(whether now or subsequently existing) located in the City of _______________, County of San Bernardino, commonly known as APN

D. BUILDING The building located on the Property with an address of _______________

E. PREMISES A total of approximately _____ square feet located on [all/portion] of the

_____ floor of the Building, commonly known as Suite _____, as the Premises are set forth in Exhibit “A” to the Lease

F. PERMITTED USE

General office use [OR Approximately _____ square feet of the Premises shall be used for _____ purposes and approximately _____ square feet of the Premises shall be used for _____ purposes]

G. ALLOCATED

PARKING

_____ [unreserved/reserved] parking spaces located at the parking areas on the Property

H. LEASE TERM _____ Years, commencing on the Commencement Date and expiring on the

Expiration Date unless earlier terminated in accordance with the Lease

I. COMMENCEMENT

DATE

Projected Occupancy Date of ______

J. EXPIRATION

DATE

_____ years from the Commencement Date

K. MONTHLY RENT

FOR PREMISES

Period during Lease Term

Monthly Rent

Monthly Amortization of Improvements

Total Monthly Rent

Lease Year 1 Lease Year 2 Lease Year 3 Lease Year 4 Lease Year 5

Lease Year 6 Lease Year 7 Lease Year 8 Lease Year 9 Lease Year 10

L. OPTION TO EXTEND

LEASE TERM

COUNTY shall have the right, at its option, to extend the Lease Term for _____ additional terms of _____ years each, subject to Paragraph 7 of the Lease

M. EARLY

TERMINATION

OPTION

At any time prior to the Expiration Date whenever COUNTY, in its sole discretion, determines it would be in COUNTY's best interests to terminate the Lease, COUNTY shall have the right, its option, to terminate the Lease as to the Premises or any portion thereof by providing not less than ninety

(90) day prior written notice to LANDLORD, subject to Paragraph 8

N. IMPROVEMENTS LANDLORD shall, at its sole cost and expense, complete the Improvements in accordance with the Exhibit “B”, Improvement Work Letter on or before the Projected Occupancy Date

O. LANDLORD’S NOTICE

ADDRESS

P. COUNTY’S

NOTICE

ADDRESS

San Bernardino County Attn: Real Estate Services Department 385 N. Arrowhead Avenue, Third Floor San Bernardino, CA 92415 with a copy to:

[add department notices if needed]

Q. EXHIBITS Exhibit “A” Premises

Exhibit “B” Improvement Work Letter Exhibit “C” Commencement Date Certificate Exhibit “D” Custodial Service Requirements Exhibit “E” Form of Estoppel Certificate Exhibit “F” Form of Subordination, Non-disturbance, and Attornment Exhibit “G” List of Former County Officials Exhibit “H” Prevailing Wage Requirements

SECTION II – LEASE PROVISIONS

1. PARTIES. The parties to the Lease are Landlord, as landlord, and COUNTY, as tenant (each a “Party” and collectively, “Parties”), as each Party is set forth in the Basic Lease Provisions. LANDLORD represents and warrants to COUNTY that LANDLORD is the legal owner with sole fee simple title to the Property, including, but not limited to, the Premises, and has the right to enter into the Lease without consent or approval from any other party or parties. In the event of a breach of the foregoing representation and warranty, COUNTY shall have the right to terminate the Lease with immediate effect upon written notice to LANDLORD and LANDLORD shall indemnify, defend (with counsel reasonably approved by COUNTY), and hold harmless COUNTY and its officers, employees, agents, and volunteers from any and all claims, actions, losses, damages and/or liability arising out of or related to said breach. LANDLORD’s indemnity shall survive the expiration or earlier termination of the Lease.

2. PREMISES. LANDLORD leases to COUNTY and COUNTY leases from LANDLORD the Premises as set forth in the Basic Lease Provisions for the duration of the Lease Term, including any extensions thereof. The Parties acknowledge and agree that the Premises shall not be re-measured during the Lease Term nor during any extensions thereof. Along with its lease of the Premises, COUNTY shall have the right to access and use the Allocated Parking at no additional cost or expense to COUNTY for the duration of the Lease Term and any extensions thereof. COUNTY shall further have the right to access and use all common areas meaning those areas located within the Building or on the Property (“Common Areas”) at no additional cost or expense to COUNTY for the duration of the Lease Term and any extensions thereof.

3. TERM. The Lease Term shall commence on the Commencement Date and expire on the Expiration Date as set forth in the Basic Lease Provisions unless earlier terminated in accordance with the terms of the Lease. In the event that the Commencement Date is subject to Improvements to be completed by a Projected Occupancy Date, the Parties shall execute a Commencement Date Certificate substantially in the form of Exhibit “C,” attached hereto and incorporated herein by reference, to confirm the occurrence of the actual Commencement Date, the actual Expiration Date, and any other pertinent terms of the Lease. COUNTY shall prepare the Commencement Date Certificate and LANDLORD shall execute and return said certificate within ten (10) days after its receipt from COUNTY. If LANDLORD does not timely execute and return said certificate, LANDLORD shall be deemed to have accepted all of the terms of the Lease as confirmed in the Commencement Date Certificate prepared by COUNTY. COUNTY’s Director of the Real Estate Services Department (“RESD”) shall have the authority on behalf of COUNTY to execute said certificate but only if the occurrence of the actual Commencement Date does not exceed ninety (90) days from the Projected Occupancy Date.

4. RENT. COUNTY shall pay to LANDLORD, in arrears on or before the last day of each calendar month during the Lease Term, the Monthly Rent for the Premises in accordance with the rent schedule set forth in the Basic Lease Provisions but subject to any deductions, offsets, and adjustments that are permitted under the Lease. Monthly Rent for the Premises during any partial calendar month during the Lease Term shall be pro-rated based on the actual number of days the Premises is occupied by COUNTY in said month. LANDLORD agrees to accept all Monthly Rent for the Premises and other payments due from COUNTY to LANDLORD under the Lease via electronic payments directly deposited to LANDLORD’s designed bank account. LANDLORD shall complete any and all COUNTY standard forms and provide all information required by COUNTY to process such electronic payments. In addition, on or before the date LANDLORD executes the Lease, LANDLORD shall register with COUNTY’s then current electronic procurement system.

5. PERMITTED USE. COUNTY shall have the right to use the Premises for the Permitted Use set forth in the Basic Lease Provisions and shall have access to the Premises, the Building, and the Property 24 hours a day and seven days a week.

6. EXPANSION SPACE OPTIONS.

A. Right of First Refusal. Subject to any pre-existing rights granted by LANDLORD, COUNTY shall have the recurring right of first refusal during the Lease Term and any extensions thereof to lease space that is available or become available at the Building or any portion thereof (“Expansion Space”). Prior to LANDLORD’s execution of any lease with a third party for the Expansion Space, LANDLORD shall provide written notice to

COUNTY of LANDLORD’s intent to lease the subject Expansion Space. If COUNTY opts to exercise its right of first refusal, COUNTY shall provide written notice to LANDLORD within thirty (30) days after receipt of LANDLORD’s written notice as to all or a portion of the subject Expansion Space COUNTY intends to lease. The parties shall thereafter promptly execute an amendment to the Lease to add the subject Expansion Space to the Premises on the same terms and conditions as the Lease, provided that the Lease Term for the subject Expansion Space shall, at the option of COUNTY, be co-terminous with the then current Lease Term for the Premises.

B. Right of First Offer for Expansion Space. Subject to any pre-existing rights granted by LANDLORD, COUNTY shall have the recurring right of first offer during the Lease Term and any extensions thereof to lease the Expansion Space or any portion thereof on the same terms and conditions as the Lease, provided that the Lease Term for the subject Expansion Space shall, at the option of COUNTY, be co-terminous with the then current Lease Term for the Premises. If COUNTY opts to exercise its right of first offer, COUNTY shall provide written notice to LANDLORD for the subject Expansion Space and the parties shall thereafter promptly execute an amendment to the Lease to add the subject Expansion Space to the Premises.

7. OPTION TO EXTEND LEASE TERM.

A. COUNTY shall have the Option to Extend Lease Term as to the Premises or any portion thereof for the number of option terms (“Option Terms”) and the period of time during each option term set forth in the Basic Lease Provisions on the same terms and conditions as the Lease, except the Monthly Rent for the Premises. COUNTY shall not be required to exercise the Option Terms consecutively and COUNTY may opt to exercise one or multiple Option Terms at once. To exercise Option Terms, COUNTY shall provide LANDLORD with written notice at any time on or prior to the expiration or earlier termination of the then current Lease Term or during any Holdover Period (as later defined).

B. The Monthly Rent for the Premises during each Option Term shall be adjusted by good faith negotiation of the Parties to the fair market monthly rental rate then prevailing based on the monthly rental rent (“FMV Rent”) of comparable leased premises in the County of San Bernardino. If the Parties have been unable to agree on the FMV Rent for the Premises within five (5) months of COUNTY's exercise of its option, said FMV Rent shall be determined through arbitration conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association. During the period between the expiration of the then current Lease Term and the determination of the Monthly Rent for the Premises by arbitration, COUNTY shall continue to pay the Monthly Rent for the Premises in the amount due for the month immediately preceding expiration of the then current Lease Term. If the FMV Rent for the Premises is determined by arbitration and COUNTY does not, for any reason, agree with such determination, COUNTY shall have the right to terminate the Lease by providing LANDLORD with written notice not later than thirty (30) days after COUNTY’s receipt of the arbitration-determined FMV Rent. In the event COUNTY does not so terminate the Lease, COUNTY shall commence paying the arbitration-determined FMV Rent for the month immediately following COUNTY’s receipt of said rate determination and for the duration of the subject Option Term.

8. EARLY TERMINATION OPTION. COUNTY shall have the Early Termination Option as set forth in the Basic Lease Provisions. COUNTY’s RESD Director shall have the authority on behalf of COUNTY to provide LANDLORD with notice of any termination pursuant to this paragraph. In the event COUNTY terminates the Lease as to the Premises or any portion thereof pursuant to this paragraph, LANDLORD shall only have the right to receive from COUNTY the Monthly Rent or other sums due which will have been earned under the Lease for the Premises or portion thereof through the effective termination date and for no other amounts.

9. HOLDOVER. In the event that COUNTY continues to occupy the Premises after the expiration or earlier termination of the Lease Term, COUNTY’s tenancy shall be on a month-to-month term (“Holdover Period”) on the same terms and conditions as the Lease, including, but not limited to, the Monthly Rent for the Premises in effect as of the expiration or earlier termination of the Lease. Notwithstanding anything to the contrary in the Lease, either Party shall have the right to terminate the Lease during the Holdover Period by providing not less than ninety (90) days prior written notice to the other Party.

10. TAXES. LANDLORD shall, at its sole cost and expense, pay, prior to delinquency, any and all real property taxes and general and special assessments levied and assessed against the Premises, the Building, and the Property and all improvements thereon.

11. UTILITIES.

A. LANDLORD shall furnish to the Premises, the Building, and the Property and pay all service changes and related taxes for electric, gas, water, sewer, trash, fire alarm service an all other utilities. COUNTY shall furnish and pay for vending machines and its own telephone service including pay telephones in the Premises. COUNTY shall have the option to provide security services for the interior of the Premises for COUNTY’s own purposes, which security services, if opted by TENANT, shall not alter LANDLORD’s obligations in Paragraph 13, MAINTENANCE.

B. Interruptions. In the event of any interruption of any utilities provided to the Premises, the Building, or the Property and COUNTY determines, in its sole discretion, that COUNTY is unable access the Premises or the Allocated Parking or unable to conduct its operations at the Premises as a result of such interruption, LANDLORD shall immediately restore the affected utility service(s) and Monthly Rent shall be abated for the duration of the interruption in proportion to the Premises or portion thereof that is inaccessible or unusable by COUNTY to conduct its operation and COUNTY shall have the right to deduct the abated amount from the Monthly Rent and other sums next due for the period from the date the interruption commenced until such time that the affected utility is fully restored.

[USE ONLY IF EXCESS UTILITIES ARE TO BE PAID BY COUNTY]

11. UTILITIES.

A. Subject to reimbursement by COUNTY for any Excess Electric Utility Expenses (as later defined), LANDLORD shall, at its sole cost and expense, furnish and pay for, prior to delinquency, the use charges and related taxes for any and all utilities, including, but not limited to, electric, gas, water, sewer, and trash for the Premises, the Building, and the Property.

B. Excess Electric Utility Expenses.

(1) Electric Utility Expense. LANDLORD shall pay for all direct charges and related taxes due to COUNTY’s electric usage at the Premises (“Electric Utility Expenses”), which are invoiced to LANDLORD by the electric utility company on a monthly basis for each twelve month period during the Lease Term, commencing from the Commencement Date (“Lease Year”). LANDLORD shall deduct from the Electric Utility Expenses any and all credits, rebates, or other offsets given by the electric utility company to LANDLORD but LANDLORD shall not increase the Electric Utility Expense due to any late fees, penalties, or interest payable by LANDLORD to the electric utility company. On or before the Commencement Date, the parties shall jointly read the electric meter for the Premises to establish the point at which Electric Utility Expenses for the Premises start to accrue.

(2) Electric Utility Expense Cap. LANDLORD shall pay the Electric Utility Expenses for the

Premises but in the event that the Electric Utility Expenses exceed. The term “Electric Utility Expense Cap,” as used in this paragraph, shall mean the maximum amount payable by LANDLORD for the Electric Utility Expenses for a Lease Year. The Electric Utility Expense Cap for the initial Lease Year, commencing as of the Commencement Date, shall be ______ ($_______), which cap shall increased annually by _____ percent (_____%) at each anniversary of the Commencement Date.

(3) Excess Electric Utility Expenses. For each Lease Year where the Electric Utility Expenses for the subject Lease Year exceeds the Electric Utility Expense Cap for the subject Lease Year, COUNTY shall reimburse LANDLORD for such excess costs (“Excess Electric Utility Expenses”).

(4) Reconciliation Statement. Not later than thirty (30) days following the end of each Lease Year or the earlier termination of the Lease, LANDLORD shall provide COUNTY with a written reconciliation statement, along with all supporting invoices and any other documents requested by COUNTY, setting forth the

Electric Utility Expenses for the subject Lease Year, the Electric Utility Expense Cap for the subject Lease Year, and any Excess Electric Utility Expenses reimbursable by COUNTY for the subject Lease Year. In the event COUNTY approves said statement, COUNTY shall pay to LANDLORD the Excess Electric Utility Expenses.

Failure by LANDLORD to provide a written reconciliation statement for Excess Electric Utility Expenses for any Lease Year or to provide COUNTY with invoices or other supporting documents to verify said excess shall be deemed to be LANDLORD’s waiver of any and all Excess Electric Utility Expenses for the subject Lease Year.

The provision of this paragraph shall survive the expiration or earlier termination of the Lease.

(5) Audit Rights. COUNTY shall have the right to audit LANDLORD’s records concerning the Electric Utility Expenses and LANDLORD’s calculation of the Excess Electric Utility Expense payable by COUNTY for one or more Lease Years. If an audit demonstrates that a discrepancy of five percent (5%) or more between the Excess Electric Utility Expenses paid by COUNTY for the subject Lease Year(s) and the Excess Electric Utility Expense that should have been paid by COUNTY as demonstrated by the audit for the subject Lease Year(s), at COUNTY’s option, LANDLORD shall reimburse COUNTY for such discrepancy and pay for the actual cost of said audit (including but not limited to the value of COUNTY’s employee and staff time and equipment used) or COUNTY shall have the right to deduct the amount of said discrepancy and the actual cost of the audit (including but, not limited to, the value of COUNTY’s employee and staff time and any equipment used) against the Monthly Rent payable for the Premises until such time that the amounts due to COUNTY have been fully reimbursed.

C. Interruptions. In the event of any interruption of any utilities provided to the Premises, the Building, or the Property and COUNTY determines, in its sole discretion, that COUNTY is unable access the Premises or the Allocated Parking or unable to conduct its operations at the Premises as a result of such interruption, LANDLORD shall immediately restore the affected utility service(s) and Monthly Rent shall be abated for the duration of the interruption in proportion to the Premises or portion thereof that is inaccessible or unusable by COUNTY to conduct its operation and COUNTY shall have the right to deduct the abated amount from the Monthly Rent and other sums next due for the period from the date the interruption commenced until such time that the affected utility is fully restored.

12. LEGAL COMPLIANCE.

A. Compliance with Laws. As a condition precedent to COUNTY’s obligations under the Lease, (i) the Premises, the Building, and the Property comply with the applicable requirements of all municipal, county, state, federal, and regulatory laws, statutes, codes, ordinances, and regulations for public and government buildings then in effect, including, but not limited to, applicable Health, Safety, Fire and Building codes, notice of completion, certificate of occupancy, California Title 24, and the Americans with Disabilities Act (collectively, "Laws”); (ii) an accessible path of travel exists from public transportation to the Premises pursuant to California Title 24 requirements; (iii) all improvements in or on the Premises, the Building, and the Property (whether constructed by LANDLORD, prior tenants, or any third party) comply with all applicable covenants or restrictions of record for the Property and all applicable Laws; (iv) LANDLORD has not received any violations of Laws from any relevant government authority with respect to the Premises, the Building, or the Property; and (v) LANDLORD has no knowledge of any pending or threatened claims of any violations of Laws from any third party with respect to the Premises, the Building, or the Property. LANDLORD covenants that LANDLORD shall, at its sole cost and expense, maintain the Premises, the Building, and the Property in compliance with all applicable Laws for the duration of the Lease Term and any extensions thereof. LANDLORD represents and warrants to COUNTY that the forgoing is true and accurate as of the Commencement Date. In the event of a breach of the foregoing representations, warranties, or covenants herein, LANDLORD shall, at its cost and sole expense, promptly remedy any non-compliance with Laws and indemnify, defend (with counsel reasonably approved by COUNTY), and hold harmless COUNTY and its officers, employees, agents, and volunteers from any and all claims, actions, losses, damages and/or liability arising out of or related to said breach. LANDLORD’s indemnity obligation shall survive the expiration or earlier termination of the Lease. In the event of that the Premises, the Building or the Property requires modifications due to changes in Laws during the Lease Term or any extensions thereof, LANDLORD shall, at its sole cost and expense, promptly complete such modification.

B. CASp Inspection. LANDLORD certifies to COUNTY that as of the Commencement Date, an inspection of the Premises, the Building, or the Property has not been performed by a Certified Access Specialist in conjunction with the Lease. Notwithstanding that an access inspection has not been performed, LANDLORD remains obligated for the compliance of the Premises, the Building, and the Property with Laws for the duration of the Lease Term including any extensions thereof. In the event that an access inspection is performed by LANDLORD at any time during the Lease Term including any extensions thereof, LANDLORD shall provide COUNTY with a copy of the inspection report and LANDLORD shall, at its sole cost and expense, promptly complete all required and recommended repairs and modifications to the Premises, the Building, or the Property identified in the inspection report.

13. HAZARDOUS SUBSTANCES.

A. LANDLORD hereby represents and warrants to COUNTY that, as of the Commencement Date:

(i) the Premises, the Building, and the Property have not been exposed to Hazardous Substances and are free of all Hazardous Substances; (ii) neither LANDLORD nor any existing or former tenants or occupants at the Property were or are in violation of or subject to an existing, pending or threatened investigation by any governmental authority under any applicable local, state, and federal law, regulation, ordinance or other legislation pertaining to air, water, or soil quality or the handling, transportation, storage, treatment, usage or disposal of Hazardous Substances; (iii) any handling, transportation, storage, treatment, usage, or disposal of Hazardous Substances at the Premises, the Building, and the Property has been or are in compliance with applicable laws; and (iv) no reportable use has occurred on the Premises, the Building, and the Property and the vapor, groundwater and soil on or under the Premises, the Building, and the Property is free of Hazardous Substances.

B. LANDLORD shall indemnify, defend (with counsel reasonably approved by COUNTY), protect, and hold harmless COUNTY and its officers, employees, agents, and volunteers and the Premises, from any and all clams, actions, losses, damages, judgments, costs, expenses, penalties, and/or liability, including, but not limited to, attorneys’ and consultant’s fees, arising out of or related to the existence of any Hazardous Substances located in, on, under, or about the Premises, the Building, and the Property occurring: (i) prior to the Commencement Date and (ii) during the Lease Term to the extent not directly and solely caused by COUNTY.

Additionally, the issuance of an order by any governmental authority directing LANDLORD or any of LANDLORD’s other tenants or occupants on the Property to cease and desist any illegal action in connection with a Hazardous Substance, or to remediate a contaminated condition caused by LANDLORD or any person acting under LANDLORD’s direct control and authority is a default of the Lease, and LANDLORD shall be responsible for all costs and expenses of complying with such order, including any and all expenses imposed on or incurred by COUNTY in connection with or in response to such order. LANDLORD’s obligations under this paragraph shall include, but shall not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by COUNTY, and the cost of investigation, removal, remediation, restoration and/or abatement thereof. LANDLORD’s obligations under this provision shall survive the expiration or early termination of the Lease. No termination, cancellation or release agreement entered into by COUNTY and LANDLORD shall release LANDLORD from its obligations under the Lease with regard to Hazardous Substances unless specifically agreed to by COUNTY in writing. LANDLORD’s indemnity obligation shall survive the expiration or earlier termination of the Lease.

C. For the purposes of this paragraph, the following definitions shall apply:

(1) “Hazardous Substance,” as used in the Lease, shall mean any product, substance, material, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (a) potentially injurious to the public health, safety or welfare, the environment or the Premises, the Building, or the Property; (b) regulated or monitored by any governmental authority; or (c) a basis for potential liability of LANDLORD or COUNTY under any applicable statute or common law theory.

(2) “Reportable use” shall mean: (a) the installation or use of any above- or below-ground storage tank; (b) the generation, possession, storage, use, transportation or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with any governmental authority and/or (c) the presence at the Premises, the Building, or the Property of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises, the Building, the Property or neighboring properties.

(3) The term “applicable requirements” shall be deemed to refer to all applicable laws, covenants or restrictions of record, building codes, regulations and ordinances.

14. ALTERATIONS. COUNTY shall not make any structural or exterior improvement or alterations to the Premises during the Lease Term without LANDLORD's prior written consent. If LANDLORD does not respond within thirty (30) days after COUNTY’s request for consent for any structural or exterior improvements or alterations, LANDLORD shall be deemed to have approved COUNTY’s request. Upon the expiration or earlier termination of the Lease, such improvements or alterations shall be surrendered along with the Premises and COUNTY shall have no removal or restoration obligation.

15. FIXTURES. COUNTY shall have the right to install shelving and fixtures and make interior, non-structural improvements or alterations in the Premises during the Lease Term without LANDLORD’s prior consent. Such shelving, fixtures, improvements, and alterations shall remain the property of COUNTY during the Lease Term, and may, at COUNTY’s option, in its sole discretion, either: (i) be removed during the Lease Term or upon the expiration or earlier termination of the Lease or within a reasonable time thereafter without the payment of Monthly Rent or other sums, provided that COUNTY restores any damage caused by such removal; or (ii) be surrendered along with the Premises, in which case, COUNTY shall have no removal or restoration obligation.

COUNTY shall have the right, at its options to install at the Premises, telephone and data cabling, a security system, and vending machines.

16. SIGNS. COUNTY shall at no additional cost to COUNTY, have the right to install any signage, including, but not limited to: (i) in the interior of the Premises, including those that may visible from outside the Premises;

(ii) at or near the entry to the Premises, including those that may be located outside of the Premises but inside the Building; (iii) in the Building directory and in the Building lobby; and (iv) on the exterior of the Building or the Property, provided that such exterior signage complies with applicable laws and is approved by LANDLORD. If LANDLORD does not respond within ten (10) days after COUNTY’s request for consent for exterior signage, LANDLORD shall be deemed to have approved COUNTY’s request.

17. MAINTENANCE AND REPAIR.

A. LANDLORD represents and warrants to COUNTY that as of the Commencement Date, the

Premises, the Building, and the Property, including but not limited to all structural elements, the building systems, and other improvements thereon are in good working order, condition, and repair and water-tight. During the Lease Term, including any extensions thereof, LANDLORD shall, at its sole cost and expense, provide the following services and perform all inspections, maintenance, repairs, and replacements as is necessary or as reasonably requested by COUNTY to keep in good working order, condition, and repair and water-tight, all structural elements, the building systems, and other improvements thereon, including but not limited to the following:

(1) All structural and other elements of the Premises, Building, and the Property, inclusive of all components thereto and regardless of where situated on the Property, including, but not limited to, the roof;

foundation; slab; sub-flooring; façade; exterior and load-bearing walls; eaves, gutters, and downspouts; exterior windows, frames, and glass; exterior doors; lobbies, elevators, and stairs and stairwells; in the event of water intrusion, LANDLORD shall repair any such intrusions and remediate any and all mold or other contaminants and perform all recommended repairs in a report provided by its third-party contractors; and,

(2) All systems of the Premises, the Building, and the Property inclusive of all components thereto and regardless of where situated on the Property, including, but not limited to, all mechanical, electrical, lighting, plumbing, water, and sewage and electric generators; plumbing maintenance shall include, but is not limited to, unclogging and repairing all drains, pipes, toilets, sinks, and other restroom fixtures and repairing water intrusion issues and remediation of mold and other contaminants regardless of cause; lighting maintenance shall include, but is not limited to, bulb and ballast replacements; and

(3) All heating, ventilation and air conditioning (“HVAC”) systems of the Premises, the Building, and the Property, inclusive of all components thereto and regardless of where situated on the Property;

HVAC maintenance shall include, but is not limited to, providing certified air balance and maintenance service (with a copy of the certificate to be delivered to COUNTY on the Commencement Date and on each second anniversary of the Commencement Date during the Lease Term) and replacing all filters on a quarterly basis;

and

(4) All life-safety systems of the Premises, Building, and the Property, inclusive of all components thereto and regardless of where situated on the Property, including, but not limited to, fire suppression; fire sprinklers; fire alarms; fire extinguishers; and exit signage; and

(5) All grounds of the Property, inclusive of all components thereto, including, but not limited to, parking lot, parking structures, accessible parking spaces, drive lanes, and driveways; sidewalks; fences and gates; exterior lighting; exterior signage; and landscaping; parking maintenance shall include, but is not limited to cleaning, repaving, re-striping, curb and pothole repairs, and replacements; landscaping maintenance shall include, but is not limited to grass, trees, shrubbery, and flora, which shall be kept in a green condition; and

(6) Interior non-structural elements of the Premises, the Building, and the Property, inclusive of all components thereto and regardless of where situated on the Property, including, but not limited to, walls and ceilings; windows, frames, and glass; doors; fixtures, restrooms, break rooms, drinking fountains, and hallways, including, but not limited to, due to vandalism;

(7) Custodial, janitorial, and pest control services for the Premises (in accordance with Exhibit “D”, attached hereto and incorporated herein by reference), the Building, and the Property; including, but not limited to, due to vandalism; and

(8) At any time on or after the _______ anniversary of the Commencement Date, at COUNTY’s election, in its sole discretion, LANDLORD shall either: (i) replace, at LANDLORD’s sole cost and expense, the carpet throughout the entire Premises, meeting the same criteria as specified in Exhibit "C-1”, Improvement Specifications, within _______ days after COUNTY’s election; or (ii) provide COUNTY with credit against the Monthly Rent (“Rent Credit”) in the amount determined in accordance with this paragraph. In the event COUNTY opts to receive Rent Credit, LANDLORD shall, within thirty (30) days after COUNTY’S election, obtain three (3) competitive bids from licensed and bonded local carpet vendors approved by COUNTY and the amount of the Rent Credit shall be the amount of the lowest of the competitive bids received, which credit will be applied toward Monthly Rent next due to LANDLORD and each Monthly Rent due thereafter until such credit is exhausted. If LANDLORD fails to obtain said competitive bids with the timeframe stated in this paragraph, COUNTY shall have the right to obtain such bids, present said bids to LANDLORD to substantiate the total Rent Credit due to COUNTY, and apply such credit toward the Monthly Rent next due to LANDLORD and each Monthly Rent due thereafter until such credit is exhausted. COUNTY shall have the recurring right to elect the replacement of the carpet throughout the entire Premises or Rent Credit pursuant to this paragraph during the Lease Term, provided that at least ___ years has elapsed since the date of COUNTY’s immediately preceding election.

(9) At any time on or after the _______ anniversary of the Commencement Date, at COUNTY’s election, in its sole discretion, LANDLORD shall either: (i) repaint, at LANDLORD’s sole cost, the entire interior of the Premises, meeting the same criteria as specified in Exhibit "C-1”, Improvement Specifications, within _______ days after COUNTY’s election; or (ii) provide COUNTY with Rent Credit in the amount determined in accordance with this paragraph. In the event COUNTY opts to receive Rent Credit, LANDLORD shall, within thirty (30) days after COUNTY’S election, obtain three (3) competitive bids from licensed and bonded local paint vendors approved by COUNTY and the amount of the Rent Credit shall be the amount of the lowest of the competitive bids received, which credit will be applied toward Monthly Rent next due to LANDLORD and each Monthly Rent due thereafter until such credit is exhausted. If LANDLORD fails to obtain said competitive bids with the timeframe stated in this paragraph, COUNTY shall have the right to obtain such bids, present said bids to LANDLORD to substantiate the total Rent Credit due to COUNTY, and apply such credit toward the Monthly Rent next due to LANDLORD and each Monthly Rent due thereafter until such credit is exhausted. COUNTY shall have the recurring right to elect repainting of the entire interior of the Premises or Rent Credit pursuant to this paragraph during the Lease Term, provided that at least ___ years has elapsed since the date of COUNTY’s immediately preceding election.

B. LANDLORD shall engage licensed and bonded contractors to perform LANDLORD’s maintenance and custodial obligations in the Lease, which services shall be performed in a good and workmanlike manner. With respect to the Premises, LANDLORD’s maintenance and custodial obligations shall be performed at times during COUNTY’s regular business hours that are approved in writing by COUNTY.

LANDLORD’s service providers must be escorted by COUNTY staff while in the Premises and such services shall be performed in a manner that will cause the least possible inconvenience, annoyance, or disturbance to

COUNTY.

C. Without in any way affecting LANDLORD’S obligations in this paragraph and regardless of whether any specific notice of need for maintenance or repair is provided to LANDLORD by COUNTY, COUNTY may request specific maintenance. Any such request may be made orally, by telephone, or otherwise. If: (i) COUNTY requests maintenance and LANDLORD does not commence the performance of its maintenance obligations within ten (10) days of receiving such request or does not diligently prosecute its obligations to completion thereafter; or (ii) in the case of an emergency, whether or not COUNTY has given notice to LANDLORD, LANDLORD does not immediately perform its obligations, then in both instances, COUNTY may (but is not obligated to) perform LANDLORD’S obligations, in which case, LANDLORD shall reimburse COUNTY the sum actually expended by COUNTY (including but not limited to charges for COUNTY employees and equipment) in the performance of LANDLORD's obligations. The sum expended by COUNTY shall be due from LANDLORD to COUNTY within five (5) days of notice of COUNTY’s invoice to LANDLORD along with documentation supporting the expended costs, and if paid at a later date, shall bear interest at the maximum rate COUNTY is permitted by law to charge from the date the sum was paid by COUNTY until COUNTY is reimbursed by LANDLORD. If LANDLORD fails to reimburse COUNTY as required by this paragraph, COUNTY shall have the right to deduct from future Monthly Rent or other sums due the amount COUNTY has paid until COUNTY is reimbursed in full for the sum and interest thereon. The remedies set forth in this paragraph are in addition to and do not in any manner limit other remedies set forth in the Lease.

D. In the event of any that any maintenance, repair, or replacement by LANDLORD causes, as determined by COUNTY in its sole discretion, the Premises or the Allocated Parking to be inaccessible or the Premises or any portion thereof to be unusable for COUNTY to conduct its operations, Monthly Rent and other sums due under the Lease shall be abated for the commencement of the need for maintenance, repair, or replacement until such time that said maintenance, repair, or replacement is fully completed in proportion to the Premises or portion thereof that is inaccessible or unusable by COUNTY.

E. At COUNTY’s election, in its sole discretion, LANDLORD, shall, at LANDLORD’s sole cost and expense, hire a licensed, bonded, and qualified property management company to manage the Property and perform LANDLORD’S maintenance and custodial obligations as set forth in the Lease. Within fourteen (14) days after the engagement of a property management company, the property manager of the property management company shall inspect the Premises, the Building, and the Property at least every other week to ensure compliance with LANDLORD’S maintenance obligations and daily to ensure compliance with

LANDLORD’S custodial obligations. COUNTY reserves the right to review the selection of the property management company and to review the engagement agreement.

[DO NOT INCLUDE IN ORIGINAL LEASE DRAFT - INCLUDED ONLY IF LANDLORD SPECIFICALLY

REQUIRES THAT THE COUNTY BE RESPONSIBLE FOR INTENTIONAL MISCONDUCT OF COUNTY AND

ITS INVITEES.]

F. Notwithstanding anything to the contrary in this Paragraph 17, in the event that any maintenance and repairs pursuant to this Paragraph 17, MAINTENANCE AND REPAIRS are required due to an event that:

(i) occurred during the COUNTY’s normal business hours at the Premises (excluding COUNTY closures and holidays); (ii) occurred entirely within the interior of the Premises; and (iii) was caused by the intentional misconduct of COUNTY’s employees, agents, contractors, or invitees (collectively, a “Reimbursable Maintenance Event”), LANDLORD shall, no later than thirty (30) days after the occurrence of such event (but sooner in the event of an emergency) and prior to incurring any costs, deliver written notice to the COUNTY of the occurrence of a Reimbursable Maintenance Event, which notice shall include evidence substantiating that all elements of a Reimbursable Maintenance Event have occurred (“Notice of Reimbursable Maintenance Event”). If LANDLORD timely submits its Notice of Reimbursable Maintenance Event and COUNTY verifies that a Reimbursable Maintenance Event has occurred, LANDLORD and COUNTY shall mutually agree in writing on the scope of work, the costs, and the schedule, including any changes thereto, to complete any necessary maintenance and repairs. Thereafter, the LANDLORD shall promptly perform the agreed maintenance and repair work, and upon final completion of said work to the COUNTY’s satisfaction, LANDLORD shall submit a copy of all invoices, receipts, and any other supporting documentation requested by COUNTY for said work and the COUNTY shall reimburse LANDLORD for the agreed costs incurred by LANDLORD for such work, provided that in no event shall the COUNTY’s obligation to reimburse the LANDLORD exceed a total of Five Thousand Dollars ($5,000.00) per verified Reimbursable Maintenance Event (“Reimbursement Cap”). For avoidance of doubt regarding the Reimbursement Cap, a Reimbursable Maintenance Event shall include any occurrence or series of occurrences of maintenance and repair work, whenever performed, that arise out of or relate to the same, original verified Reimbursable Maintenance Event. If the LANDLORD does not timely submit its Notice of Reimbursable Maintenance Event and/or the COUNTY determines that a Reimbursable Maintenance Event has not occurred, LANDLORD shall promptly perform and complete the required maintenance and repairs at LANDLORD’s sole cost and expense as part of LANDLORD’s obligations under the Lease and without any reimbursement from the COUNTY. The parties acknowledge and agree that the COUNTY’s determinations herein, including but not limited to, the verification of a Reimbursable Maintenance Event, the COUNTY’s satisfaction with any completed work, and the limitation of the Reimbursement Cap shall be at the COUNTY’s sole discretion and such determinations shall be conclusive. The parties further acknowledge and agree that the COUNTY shall not be deemed to be in default of the Lease during the period of time that COUNTY performs said determinations and/or processes any reimbursement payments for a verified Reimbursable Maintenance Event. The County’s Director of Real Estate Services shall have the authority, on behalf of the COUNTY, to make determinations and exercise the COUNTY’s rights herein.

18. ASSIGNMENT AND SUBLEASE. COUNTY shall have the right to assign the Lease or sublease the Premises or any portion thereof with LANDLORD’s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. Notwithstanding anything to the contrary in the Lease, at any time during the Lease Term, COUNTY shall have the right, without LANDLORD’s consent, to assign the Lease, sublease the Premises or any portion thereof, or share occupancy of the Premises or any portion thereof with any entity under common control with COUNTY, special districts of the COUNTY, and joint powers associations of which the COUNTY is a member; in which event, LANDLORD shall not have the right to share in any rents that exceed the Monthly Rent or to recapture the Premises or any portion thereof.

19. INDEMNIFICATION. LANDLORD agrees to indemnify, defend (with counsel reasonably approved by COUNTY) and hold harmless COUNTY and its officers, employees, agents and volunteers from any and all claims, actions, losses, damages, and/or liability arising out of the Lease from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by COUNTY on account of any claim except where such indemnification is prohibited by law. This indemnification provision shall apply regardless of the existence or degree of fault of Indemnities. LANDLORD’s indemnification obligation applies to COUNTY’s “active” as well as “passive” negligence but does not apply to COUNTY’s “sole negligence” or “willful misconduct” within the meaning of Civil Code Section 2782. The provision of the Lease shall survive the expiration or earlier termination of the Lease.

20. INSURANCE REQUIREMENTS AND SPECIFICATIONS.

A. COUNTY is a self-insured public entity for purposes of general liability and workers’ compensation.

B. LANDLORD agrees to provide insurance set forth in accordance with the requirements herein. If LANDLORD uses existing coverage to comply with these requirements and that coverage does not meet the specified requirements, LANDLORD agrees to amend, supplement or endorse the existing coverage to do so.

The type(s) of insurance required is determined by the scope of the Lease.

Without in anyway affecting the indemnity herein provided and in addition thereto, LANDLORD shall secure and maintain throughout the Lease Term the following types of insurance with limits as shown:

(1) Workers’ Compensation/Employers Liability – A program of Workers’ Compensation insurance or a state-approved, self-insurance program in an amount and form to meet all applicable requirements of the Labor Code of the State of California, including Employer’s Liability with $250,000 limits covering all persons including volunteers providing services on behalf of LANDLORD and all risks to such persons under the Lease.

If LANDLORD has no employees, it may certify or warrant to COUNTY that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code and the requirement for Workers’ Compensation coverage will be waived by COUNTY’s Director of Risk Management.

If LANDLORD is a non-profit corporation, organized under California or Federal law, volunteers for LANDLORD are required to be covered by Workers’ Compensation insurance.

(2) Commercial/General Liability Insurance – LANDLORD shall carry General Liability

Insurance covering all operations performed by or on behalf of LANDLORD providing coverage for bodily injury and property damage with a combined single limit of not less than one million dollars ($1,000,000), per occurrence. The policy coverage shall include:

(a) Premises operations and mobile equipment.

(b) Products and completed operations.

(c) Broad form property damage (including completed operations).

(d) Explosion, collapse and underground hazards.

(e) Personal injury

(f) Contractual liability.

(g) $2,000,000 general aggregate limit.

(3) Commercial Property Insurance providing all risk coverage for the Premises, Building, fixtures, equipment and all property constituting a part of the Premises. Coverage shall be sufficient to insure One Hundred percent (100%) of the replacement cost.

(4) Automobile Liability Insurance – Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired and non-owned automobiles or symbol 1 (any auto). The policy shall have a combined single limit of not less than one million dollars ($1,000,000) for bodily injury and property damage, per occurrence.

If LANDLORD is transporting one or more non-employee passengers in relation to the Lease, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000) for bodily injury and property damage per occurrence.

If LANDLORD owns no autos, a non-owned auto endorsement to the General Liability policy described above is acceptable.

(5) Umbrella Liability Insurance - An umbrella (over primary) or excess policy may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage, personal injury/advertising injury and shall include a “dropdown” provision providing primary coverage for any liability not covered by the primary policy.