HomeMy WebLinkAboutAres Investment Group, LLC - 2024-10-01 2000 Main Street,
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File #: 24-639 MEETING DATE: 9/17/2024
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Eric G. Parra, Interim City Manager
VIA: Eric Parra, Chief of Police
PREPARED BY: Capt. Ryan Reilly and Ingrid Ono, Exec. Asst.
Sublect:
Approve and authorize execution of a Lease,Agreement with Ares Investment Group, LCC for
a new police substation lease at 7711 Center Avenue, Huntington Beach
Statement of Issue:
The city currently rents a 1,030 square foot police substation at 17477 Beach Blvd. (the Oakview
Substation) for $2,678 per month ($32,126 annually) and includes an annual CPI adjustment. The
lease commenced on June 1, 2022, and is "month to month." The substation is not marked or staffed
and does not accommodate interface with the public. The new police substation location at 7711
Center Avenue would accommodate the department's needs at.a reduced cost.
Financial Impact:
The proposed lease at 7711 Center Avenue is set to commence on October 1, 2024, with an initial
term of five years, and the transitioning to a month-to-month basis thereafter. The rent for the first five
years is $0 per month. Upon approval, the city will terminate the existing Oakview Substation lease,
leading to an estimated savings of approximately $175,000 in rent over the next five years.
Recommended Action:
Approve and authorize the Mayor and City Clerk to execute lease agreement with Ares Investment
Group, LCC for the lease of a new police substation lease at 7711 Center Avenue, Huntington Beach.
Alternative Action(s):
Do not approve the recommended action, and direct staff accordingly.
Analysis:
The police department requests the City Council to approve the attached lease agreement for a new
1,595 square foot police substation at 7711 Center Avenue, Suite 110. This lease will commence on
October 1, 2024, with a term of five years, transitioning to a month-to-month basis thereafter. The
rent for the first five years is $0 per month.
City of Huntington Beach Page 1 of 2 Printed on 9/11/2024
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File #: 24-639 MEETING DATE: 9/17/2024
Utilities, including electricity, gas, water, trash, and common area maintenance (CAM) fees, will be
provided at no cost to the city. Start-up costs such as IT connections, access control, furniture, etc. is
estimated to cost approximately $60,000 and will be covered by funds reallocated from a police
department Capital Improvement Plan (CIP) project that has decreased in scope.
The property owner will provide four designated parking spaces for police/city vehicles. The city will
mark the front door of the substation as a designated unstaffed police facility.
Environmental Status:
This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections
15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change
in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the
CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because-it has no potential for
resulting in physical change to the environment, directly or indirectly.
Strategic Plan Goal:
Goal 8 - Public Safety, Strategy B - Bolster City's emergency management preparedness and
response plans to ensure seamless public safety response during crisis events.
Attachment(s):
1. Lease Agreement
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City of Huntington Beach Page 2 of 2 Printed on 9/11/2024
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Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
ONE PACIFIC PLAZA
Huntington Beach, California 92647
OFFICE LEASE AGREEMENT
BETWEEN
ARES INVESTMENT GROUP, LLC,
a California limited liability company
("Landlord")
AND
CITY OF HUNTINGTON BEACH
(a California municipal corporation)
("Tenant")
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TABLE OF CONTENTS
1. Basic Lease Information 1
2. Lease Grant. 3
3. Commencement Date; Possession. 3
4. Rent 4
5. Compliance with Laws; Use. 4
6. Security Deposit. 5
7. Services. 5
8. Leasehold Improvements. 6
9. Repairs and Alterations. 6
10. Use of Electrical Services by Tenant 7
11. Entry by Landlord. 7
12. Assignment and Subletting 7
13. Liens 7
14. Hazardous Materials. 8
15. Indemnity and Waiver of Claims 8
16. Insurance. 9
17. Subrogation. 10
18. Casualty Damage 10
19. Condemnation. 11
20. Events of Default; Late Fees. 12
21. Remedies. 12
22. Limitation of Liability. 14
23. No Waiver. 14
24. Quiet Enjoyment 14
25. Relocation. 15
26. Holding Over. 15
27. Subordination to Mortgages; Estoppel Certificate. 15
28. Attorneys' Fees. 15
29. Notice. 15
30. Excepted Rights. 16
31. Surrender of Premises. 16
32. Signage. 16
33. Miscellaneous. 16
34. Entire Agreement. 18
35. State Law Provisions 18
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TABLE OF CONTENTS
36. Parking. 19
37. Required Accessibility Disclosure. 19
EXHIBITS
Exhibit A (Premises)
Exhibit B (Rules and Regulations)
RIDER
Rooftop Space Rider
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OFFICE LEASE AGREEMENT
This Office Lease Agreement(the"Lease") is made and entered into as of the 5th day of September,
2024, by and between ARES INVESTMENT GROUP, LLC, a California limited liability company
("Landlord"), and CITY OF HUNTINGTON BEACH (a California municipal corporation) ("Tenant").
1. Basic Lease Information.
a. `Building" shall mean the building located at 7711 Center Avenue, Huntington Beach,
California 92647. "Project" shall mean that certain office project commonly known as One
Pacific Plaza and located at 7711, 7755, 7777 Center Avenue, Huntington Beach, California
92647, including the Building, together with any related land, improvements, parking areas,
common areas, driveways, sidewalks, and landscaping.
b. "Rentable Square Footage of the Building" is 101,346 square feet.
c. "Premises" shall mean the area shown on Exhibit A attached to this Lease. The Premises
are located on the first (1st) floor of the Building and are designated as Suite 110. The
"Rentable Square Footage of the Premises" is 1,595 square feet.
d. "Base Rent": None.
e. "Tenant's Pro Rata Share": Not applicable.
f. "Base Year": Not applicable.
g. "Term": A period of sixty (60) full calendar months.
h. "Commencement Date": October 1, 2024.
"Expiration Date": September 30, 2029.
j. "Tenant Improvement Allowance": None.
k. "Security Deposit": None.
"Guarantor(s)": None.
m. "Broker(s)": CBRE, Inc. (David Dowd, Jennifer Whittington and Matt Didier) representing
Landlord.
n. "Permitted Use": Subject to the terms and conditions of Section 5 (Compliance with Laws;
Use) below, the Premises shall be used solely as a police substation or for office use for
administrative and community outreach purposes and for no other use or purpose. As used
herein, "police substation" shall mean the Premises shall be used for office space only. In
no event shall the Premises be used in whole or in part as a holding cell, arsenal, munitions
holding facility, laboratory, drug rehabilitation facility, booking station, or police training
center (other than any administrative staff training). Tenant, at its sole cost and expense,
shall procure all licenses and permits required for the use or occupancy of the Premises
and the business being conducted therein.
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o. "Notice Addresses":
Tenant:
CITY OF HUNTINGTON BEACH
Huntington Beach Police Department
2000 Main St.
Huntington Beach, California 92648
Attention: Captain Ryan Reilly
Landlord:
ARES INVESTMENT GROUP, LLC
do Pendulum Property Partners
4 Park Plaza, Suite 400
Irvine, California 92614
Attention: Property Manager
and
ARES INVESTMENT GROUP, LLC
do Formosa Ltd.
1683 Sunflower Avenue, Suite B
Costa Mesa, CA 92626
Attention: Joe C. Wen
Rent(defined in Section 4.a below) is payable to the order of ARES INVESTMENT GROUP,
LLC at the following address: P.O. Box 301023, Los Angeles, California 90030-1023.
p. "Business Day(s)"are Monday through Friday of each week, exclusive of New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
("Holidays"). Landlord may designate additional Holidays.
q. "Landlord Work" means the work that Landlord is obligated to perform in the Premises
pursuant to Section 3.f(Landlord Work) below.
r. "Law(s)" mean all applicable statutes, codes, ordinances, orders, rules and regulations of
any municipal or governmental entity.
s. "Normal Business Hours" for the Building are 8:00 a.m. to 6:00 p.m. on Business Days,
except for the date of observation of Holidays, and at Landlord's discretion, other state and
nationally recognized holidays selected by Landlord.
t. "Property" means the Project and the parcel(s) of land on which it is located and, at
Landlord's discretion, the parking areas, and other buildings and improvements located
within the Project in which the Building is a part or otherwise serving the Building, if any,
and the parcel(s) of land on which they are located.
u. Parking: During the Term, Tenant shall have the right to use four (4) reserved parking
spaces (the "Reserved Spaces") in the locations in the Parking Facilities (as defined in
Section 36 (Parking) below), as may be designated by Landlord from time to time, which
Reserved Spaces shall currently be located in the courtyard adjacent to the Premises along
the window line. Tenant shall not be charged a monthly fee for Tenant's use of the
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Reserved Spaces. Tenant's use of the Reserved Spaces shall be subject to the terms and
conditions of Section 36 (Parking) of this Lease.
2. Lease Grant.
Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together
with the right in common with others to use any portions of the Property that are designated by Landlord
from time to time for the common use of tenants and others, such as sidewalks, unreserved parking areas,
common corridors, decks, balconies, foyers, restrooms, vending areas and lobby areas and any areas
designated as common areas in any recorded covenants, conditions and restrictions or declaration, as the
same may be amended (the "Common Areas").
3. Commencement Date; Possession.
a. Commencement Date. The Term of the Lease shall be as set forth in Section 1.g above,
commencing on the Commencement Date (as set forth in Section 1.h above) and expiring
on the Expiration Date (as set forth in Section 1.i above), subject to earlier termination, if
applicable, in accordance with the terms of this Lease. From and after the expiration of the
initial Term, Tenant's occupancy shall continue on a month-to-month basis, and either
Landlord or Tenant may terminate this Lease at any time upon the delivery of written notice
to the other party at least thirty(30) days in advance of the date on which such party intends
this Lease to so terminate. Notwithstanding anything to the contrary contained herein,
unless otherwise agreed to by the parties in writing, any such termination must occur at the
end of the subject calendar month.
b. Possession. Subject to Landlord's obligation to cause the Landlord Work to be completed
pursuant to Section 3.f(Landlord Work) below, the Premises are accepted by Tenant in its
"AS-IS" condition and configuration without any representations or warranties by Landlord.
Landlord shall not be liable for any failure to deliver possession of the Premises or any other
space due to the holdover or unlawful possession of such space by any party. In such
event, the Commencement Date for such space shall be postponed until the date Landlord
delivers possession of the Premises to Tenant free from occupancy by any party.
c. Confirmation of Commencement Date. (Intentionally Omitted).
d. Early Access Period. Tenant may access the Premises prior to the Commencement Date
for the purpose of the installation of Tenant's furniture, fixtures and equipment therein,
subject to and in accordance with the terms of this Section 3.d (Early Access Period) and
such early access period may be referred to herein as the"Early Access Period". Tenant's
entry into the Premises during the Early Access Period shall be subject to (i) full execution
and delivery of this Lease, and (ii) Landlord's receipt of insurance certificates evidencing
that Tenant is carrying the insurance required to be carried by Tenant pursuant to the terms
of Section 16 of this Lease, and all of the terms and conditions of this Lease shall apply,
provided that, Tenant shall not commence business operations from the Premises until the
occurrence of the Commencement Date. During the Early Access Period, Tenant shall pay
to Landlord all sums and charges required to be paid by Tenant under this Lease (such as
charges for additional services provided to the Premises so occupied, pursuant to Section
7 of this Lease), and Tenant's access shall be subject to all applicable Laws, regulations
and codes then in place governing such occupancy and use. Subject to the foregoing,
during such Early Access Period, Tenant shall be liable to Landlord for any damage to any
portion of the Premises, caused by Tenant or any of Tenant's employees, agents,
contractors, consultants, workmen, mechanics, suppliers and invitees. In addition, Tenant
shall hold Landlord harmless from and indemnify, protect and defend Landlord against any
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loss or damage to the Building or the Premises and against injury to any persons caused
by Tenant's entry during the Early Access Period.
e. Measurement. The Rentable Square Footage of the Building and the Rentable Square
Footage of the Premises are approximately as set forth in Section 1.b and Section 1.c
above, respectively.
f. Landlord Work. Landlord, at its sole cost and expense, and using Building standard colors,
methods, materials and finishes, shall cause the following improvements to be performed
within the Premises (collectively, the "Landlord Work"): (i) repair of existing Building
standard mini-blinds (as determined by Landlord); and (ii) steam clean the existing carpet.
4. Rent.
a. Payments. It is hereby acknowledged and agreed that there are no recurring payments of
Rent under this Lease. If and to the extent Tenant is obligated to make any payments under
this Lease(collectively referred to as"Rent"),then such payments shall be due and payable
by Tenant as specifically set forth in this Lease. Rent for any partial month during the Term
shall be prorated.
b. Payment of Tenant's Pro Rata Share of Increases of Expenses and Taxes. (Intentionally
Omitted)
c. Expenses Defined. (Intentionally Omitted)
d. Taxes Defined. (Intentionally Omitted)
e. Tenant's Pro Rata Share of Expenses and Taxes. (Intentionally Omitted)
f. Allocation of Project Expenses and Taxes. (Intentionally Omitted)
5. Compliance with Laws; Use.
The Premises shall be used only for the Permitted Use and for no other use whatsoever. Tenant
shall not use or permit the use of the Premises for any purpose which is illegal, dangerous to persons or
property or which, in Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building. Tenant shall comply with all Laws, including the
Americans with Disabilities Act ("ADA"), regarding the operation of Tenant's business and the use,
condition, configuration and occupancy of the Premises and will, throughout the Term, promptly take all
actions necessary to comply with such Laws. Tenant, within ten (10) days after receipt, shall provide
Landlord with copies of any notices it receives regarding a violation or alleged violation of any Laws.
Tenant acknowledges that this Lease shall be subject to, and Tenant shall comply with, all recorded
covenants, conditions and restrictions and the provisions of all ground or underlying leases, now or
hereafter affecting the Property, and any failure to do so shall constitute a material breach by Tenant
hereunder. Tenant shall comply with the rules and regulations of the Building attached hereto as Exhibit
B and such other reasonable rules and regulations adopted by Landlord from time to time. Tenant shall
also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with
all rules and regulations. Landlord shall not knowingly discriminate against Tenant in Landlord's
enforcement of the rules and regulations. Without limiting the generality of the foregoing, Landlord
confirms that it shall cause the Common Areas of the Property to comply with applicable Laws and
regulations relating thereto (including, without limitation, the ADA) unless and to the extent the necessary
alteration or improvement is triggered due to Tenant's particular use of, or activities or work in, the
Premises. Tenant acknowledges and agrees that Tenant's use of the Premises shall not include, and
neither the Premises nor any portion of the Project shall be used for, the use, growing, producing,
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processing, storing (short or long term), distributing, transporting, or selling of cannabis, cannabis
derivatives, or any cannabis containing substances (collectively, "Cannabis"), or any office uses related
to the same, nor shall Tenant permit, allow or suffer, any Tenant Related Party to bring any Cannabis onto
the Premises or any portion of the Project. Without limiting the foregoing,the prohibitions in this paragraph
shall apply to all Cannabis, whether such Cannabis is legal for any purpose whatsoever under state or
federal law or both.
6. Security Deposit.
(Intentionally Omitted)
7. Services.
a. Services to be Furnished by Landlord. Landlord agrees to furnish Tenant with the following
services: (1)water service for use in the lavatories on each floor on which the Premises are
located; (2) heat and air conditioning in season during Normal Business Hours, at such
temperatures and in such amounts as are standard for comparable buildings or as required
by governmental authority; Tenant, upon such advance notice as is reasonably required by
Landlord, shall have the right to receive HVAC service during hours other than Normal
Business Hours, provided Tenant shall pay Landlord the standard charge for the additional
service as reasonably determined by Landlord from time to time, the current hourly cost,
which is subject to increase in Landlord's reasonable discretion, is$65.00 per hour per zone
within the Premises; (3) maintenance and repair of the Property as described in Section 9.b
below; (4)janitorial service for the Common Areas on Business Days, provided if Tenant's
use,floor covering or other improvements require special services in excess of the standard
services for the Building, Tenant shall pay the additional cost attributable to the special
services; (5) elevator service; (6) Building standard electricity to the Premises for general
office use, in accordance with and subject to the terms and conditions in Section 10 below;
and (7) such other services as Landlord reasonably determines are necessary or
appropriate for the Property.
b. Interruption of Service. Landlord's failure to furnish, or any interruption or termination of,
services due to the application of Laws, the failure of any equipment, the performance of
repairs, improvements or alterations, or the occurrence of any event or cause beyond the
reasonable control of Landlord shall not render Landlord liable to Tenant, constitute a
constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from
the obligation to fulfill any covenant or agreement.
c. Compliance With Energy Regulations. Tenant acknowledges that Landlord and/or Tenant
may from time to time be requested or required to obtain, report and/or disclose certain
energy consumption information with regard to the Premises, which may include, without
limitation, benchmarking data for the U.S. Environmental Protection Agency's ENERGY
STAR® Portfolio Manager and information relating to compliance with "green building"
initiatives, including, if applicable,the Leadership in Energy& Environmental Design (LEED) •
certification program. Tenant shall throughout the Term of this Lease, comply with all
Federal, State or local Laws, rules and regulations relating to consumption of utilities,
energy or energy efficiency (as they may be in enacted or in effect from time to time,
"Energy Regulations"), and Tenant shall, upon request by Landlord or Landlord's lender,
deliver and/or disclose such information regarding the consumption of utilities at the
Premises as may be required to comply with applicable Energy Regulations. Further,
Tenant authorizes Landlord to disclose such information and data regarding the Premises
as may be requested or required from time to time to comply with Energy Regulations.
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d. Janitorial Service for the Premises. Landlord shall not be obligated to provide any janitorial
services to the Premises or replace any light bulbs, lamps, starters and ballasts for lighting
fixtures within the Premises. Tenant shall be solely responsible, at Tenant's sole cost and
expense, for (i) performing all janitorial services, trash removal and other cleaning of the
Premises, and (ii) replacement of all light bulbs, lamps, starters and ballasts for lighting
fixtures within the Premises, all as appropriate to maintain'the Premises in a first-class
manner consistent with the first-class nature of the Building and the Project. Such services
to be provided by Tenant shall be performed by contractors and pursuant to service
contracts approved by Landlord in writing. Landlord shall have the right to inspect the
Premises upon reasonable notice to Tenant and to require Tenant to provide additional
cleaning, if necessary. In the event Tenant shall fail to provide any of the services described
in this Section 7.d (Janitorial Service for the Premises) to be performed by Tenant within
five (5) days after notice from Landlord, which notice shall not be required in the event of
an emergency, Landlord shall have the right to provide such services and any charge or
cost incurred by Landlord in connection therewith shall be deemed Rent due and payable
by Tenant upon receipt by Tenant of a written statement of cost from Landlord.
e. Building Access. So long as Tenant complies with the terms of this Lease and any rules
and regulations that Landlord may deem necessary or desirable for the safety and security
of the Project, the Building or the Premises, Tenant shall have access to the Building and
• the Premises 24 hours per day, 7 days per week, subject to full or partial closures which
may be required from time to time for construction, maintenance, repairs, actual or
threatened emergency or other events or circumstances which make it reasonably
necessary to temporarily restrict or limit access.
8. Leasehold Improvements.
All improvements to the Premises (collectively, "Leasehold Improvements") shall be owned by
Landlord and shall remain upon the Premises without compensation to Tenant.
9. Repairs and Alterations.
a. Tenant's Repair Obligations. Tenant shall keep the Premises in good condition and repair,
reasonable wear and tear excepted, and in accordance with Law (including, without
limitation, California Energy Code, Title 24). If Tenant fails to make any repairs to the
Premises for more than ten (10) days after notice from Landlord (although notice shall not
be required if there is an emergency), Landlord may make the repairs, and Tenant shall pay
the reasonable cost of the repairs to Landlord within thirty (30) days after receipt of an
invoice therefor, together with an administrative charge in an amount equal to ten percent
(10%) of the cost of the repairs.
b. Landlord's Repair Obligations. Landlord shall keep and maintain in good repair and working
order and make repairs to and perform maintenance upon: (1) structural elements of the
Building; (2) mechanical (including HVAC), electrical, plumbing and fire/life safety systems
serving the Building in general; (3) Common Areas; (4) the roof of the Building; (5) exterior
windows of the Building; and (6) elevators serving the Building. Landlord shall promptly
make repairs (considering the nature and urgency of the repair) for which Landlord is
responsible. If and to the extent the need for such maintenance and/or repairs are caused
by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Tenant
shall, as Rent, reimburse Landlord for all costs and expenses reasonably incurred by
Landlord for such maintenance and/or repair within thirty(30)days after receipt of an invoice
therefor, together with an administrative charge in an amount equal to ten percent(10%) of
the cost of the repairs.
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c. Alterations. Tenant shall not make alterations, additions or improvements to the Premises
or install any cable or wiring in the Premises or other portions of the Building (collectively
referred to as "Alterations") without first obtaining the written consent of Landlord in each
instance, which consent shall not be unreasonably withheld or delayed.
d. Additional Tenant Security Systems. Subject to Landlord's prior written approval of
Tenant's plans and the terms and conditions of this Lease regarding Alterations to the
Premises, Tenant shall be permitted at its sole expense to install or utilize its own security
measures (such as a security system), so long as such systems and services are
compatible with Building systems. Tenant shall provide Landlord with reasonable means
of accessing all areas of the Premises in the event of an emergency, including, without
limitation, providing Landlord with master pass keys and bypass mechanisms for electronic
doors. Landlord shall have no obligation to provide any cleaning or janitorial service to any
areas which are not generally accessible to Landlord and its cleaning contractors. If
Landlord determines in its sole discretion that an emergency in the Building or the Premises
requires Landlord to gain access to Tenant's Premises, Tenant hereby authorizes Landlord
to take such action as may be necessary to gain access, including to forcibly enter the
Premises if it is not otherwise generally accessible. In such event, Landlord shall have no
liability whatsoever to Tenant as a result of such forced entry, and Tenant shall pay all costs
and expenses for repairing or reconstructing any entrance, corridor, door or other portions
of the Building or the Premises and shall also be responsible for any and all damage to the
Building arising out of or resulting from any delay or difficulty in accessing the Premises.
Notwithstanding the foregoing, in no event shall Landlord be liable for personal injury,
property damage or any other losses or damage for any error or failure of the security
access measures in place at the Building from time to time.
10. Use of Electrical Services by Tenant.
(Intentionally Omitted)
11. Entry by Landlord.
Landlord may enter the Premises to inspect or show the Premises, to clean and make repairs,
alterations or additions and to perform or facilitate maintenance, repairs, alterations or additions to any
portion of the Building. Except in emergencies or to provide Building services, Landlord shall provide
Tenant with reasonable prior verbal notice of entry. Entry by Landlord shall not constitute a constructive
eviction or entitle Tenant to an abatement or reduction of Rent.
12. Assignment and Subletting.
Tenant may not assign or transfer this Lease or sublet any part of the Premises without Landlord's
prior written consent, which consent may be withheld in Landlord's sole and absolute discretion.
13. Liens.
Tenant shall not permit mechanic's or other liens to be placed upon the Property, the Premises or
Tenant's leasehold interest in connection with any work or service done or purportedly done by or for
benefit of Tenant. If a lien is so placed, Tenant shall, within ten (10) days of notice from Landlord of the
filing of the lien, fully discharge the lien by settling the claim which resulted in the lien or by bonding or
insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to discharge the
lien, then, in addition to any other right or remedy of Landlord, Landlord may bond or insure over the lien
or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord to bond
or insure over the lien or discharge the lien, including, without limitation, reasonable attorneys' fees (if and
to the extent permitted by Law)within thirty(30)days after receipt of an invoice from Landlord. In addition,
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upon completion of any alterations which require Landlord's prior approval, Tenant agrees to cause a
Notice of Completion to be recorded in the office of the Recorder of the County of in which the Project is
located in accordance with Section 8182 of the Civil Code of the State of California or any successor
statute.
14. Hazardous Materials.
California Law requires landlords to disclose to tenants the existence of certain Hazardous
Materials (hereinafter defined). As used herein, "Hazardous Materials" means any chemical, substance,
material, controlled substance, object, condition, waste, living organism or combination thereof, whether
solid, semi-solid, liquid or gaseous, which is or may be hazardous to human health or safety or to the
environment due to its radioactivity, ignitability, corrosivity, reactivity, explosivity, toxicity, carcinogenicity,
mutagenicity, phytotoxicity, infectiousness or other harmful or potentially harmful properties or effects,
including, without limitation, tobacco smoke, petroleum and petroleum products, asbestos, radon,
polychlorinated biphenyls (PCBs), refrigerants (including those substances defined in the Environmental
Protection Agency's "Refrigerant Recycling Rule", as amended from time to time) and all of those
chemicals, substances, materials, controlled substances, objects, conditions, wastes, living organisms or
combinations thereof which are now or become in the future listed, defined or regulated in any manner by
any Laws, rules or regulations governing Hazardous Materials based upon, directly or indirectly, such
properties or effects. Accordingly, the existence of gasoline and other automotive fluids, asbestos
containing materials, maintenance fluids, copying fluids and other office supplies and equipment, certain
construction and finish materials, tobacco smoke, cosmetics and other personal items must be disclosed.
Gasoline and other automotive fluids are found in the parking areas of the Property. Cleaning, lubricating
and hydraulic fluids used in the operation and maintenance of the Project are found in the utility areas of
the Project not generally accessible to Project occupants or the public. Many Project occupants use copy
machines and printers with associated fluids and toners, and pens, markers, inks, and office equipment
that may contain Hazardous Materials. Certain adhesives, paints and other construction materials and
finishes used in portions of the Project may contain Hazardous Materials. The Project may from time to
time be exposed to tobacco smoke. Project occupants and other persons entering the Project from time
to time may use or carry prescription and non-prescription drugs, perfumes, cosmetics and other toiletries,
and foods and beverages, some of which may contain Hazardous Materials. By its execution of this Lease,
Tenant acknowledges that the notice set forth hereinabove shall constitute the notice required under
California Health and Safety Code Section 25915.5. Tenant shall not engage in any activity on or about
the Premises or the Project that violates any Laws governing Hazardous Materials, and shall promptly, at
Tenant's sole cost and expense, take all investigatory and/or remedial action required or ordered by any
governmental agency or Law governing Hazardous Materials for clean-up and removal of any
contamination involving Hazardous Material created or caused by Tenant or any Tenant Related Parties.
15. Indemnity and Waiver of Claims.
Tenant hereby waives all claims against and releases Landlord and its trustees, members,
principals, beneficiaries, partners, officers, directors, employees, Mortgagees (as defined in Section 27
below) and agents (the "Landlord Related Parties") from all claims for any injury to or death of persons,
damage to property or business loss in any manner related to (a) acts of God, (b) acts of third parties,
(c) the bursting or leaking of any tank,water closet, drain or other pipe, (d) the inadequacy or failure of any
security services, personnel or equipment, or(e) any matter outside of the reasonable control of Landlord.
Except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord
Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless
against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and
expenses, including, without limitation, reasonable attorneys' fees and other professional fees (if and to
the extent permitted by Laws), which may be imposed upon, incurred by or asserted against Landlord or
any of the Landlord Related Parties by any third party and arising out of or in connection with any damage
or injury occurring in, on or about the Premises or any acts or omissions (including violations of Laws) of
Tenant and its trustees, members, principals, beneficiaries, partners, officers, directors, employees,
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Mortgagees and agents (the "Tenant Related Parties") or any of Tenant's transferees, contractors or
licensees.
16. Insurance.
a. Tenant's Insurance. Tenant shall obtain and maintain throughout the Term the following
insurance ("Tenant's Insurance"):
1. Commercial General Liability Insurance, on an occurrence basis, insuring bodily
injury and property damage including the following divisions and extensions of
coverage: Premises and Operations; Owners and Contractors protective; blanket
contractual liability(including coverage for Tenant's indemnity obligations under this
Lease); liquor liability, if applicable; and products and completed operations. Such
insurance must have the following minimum limits of liability: $2,000,000.00 Per
Occurrence, $2,000,000.00 General Aggregate, $2,000,000.00 Personal and
Advertising Injury — Per Occurrence, $2,000,000.00 Products and Completed
Operations Aggregate. The policy shall be endorsed to ensure the general
aggregate limit shall apply separately and in total to this location only (designated
location general aggregate limit).
2. Property Insurance, written on an "All Risk" or Special Form Perils, with coverage
for broad form water damage including earthquake sprinkler leakage and pollution
coverage for damage caused by heat, smoke or fumes from a hostile fire, at full
replacement cost value (without deduction for depreciation) and with a replacement
cost endorsement covering all of Tenant's business and trade fixtures, equipment,
movable partitions, furniture, merchandise and other personal property within the
Premises ("Tenant's Property") and any Leasehold Improvements performed by or
for the benefit of Tenant.
3. Extra Expense, Loss of Income or Property/Business Interruption Insurance, in such
amounts as will reimburse Tenant for direct or indirect loss of earnings attributable
to all perils included within "All Risk" coverage or otherwise commonly insured
against by prudent tenants or attributable to prevention of access to the Premises,
Tenant's parking areas or to the Building as a result of such perils, with such
coverage to extend to actual loss sustained subject to a minimum of one (1) year
loss of Rental Value, including Extra Expense as needed to reduce the period of
restoration after the loss.
4. Workers' Compensation Insurance as required by Laws and in amounts as may be
required by applicable statute and Employers Liability Coverage of at least
$1,000,000.00 per occurrence, and containing a waiver of subrogation endorsement
in favor of Landlord.
5. Commercial Automobile Liability insuring bodily injury and property damage arising
from all owned, non-owned and hired vehicles, if any, with minimum limits of liability
of$1,000,000.00 per accident.
6. With respect to improvements or alterations performed by Tenant within the
Premises, Builder's Risk insurance or an Installation Floater.
b. General Requirements. Any company writing Tenant's Insurance shall have an A.M. Best
rating of not less than A:X and shall be licensed to issue insurance coverage in the State of
California. All Commercial General Liability Insurance policies shall (i) name Landlord (or
its successors and assignees),the managing agent for the Building (or any successor), and
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their respective members, principals, beneficiaries, partners, officers, directors, employees,
and agents, and other designees of Landlord and its successors as the interest of such
designees shall appear, as additional insureds (utilizing endorsement ISO Form CG 2011
11/85 or equivalent), (ii) must contain an endorsement stating"such insurance as is afforded
by this policy for the benefit of Landlord and any other additional insured(s) designated by
Landlord, shall be primary as respects any liability or claims arising out of the occupancy of
the Premises by Tenant or Tenant's operations, and any insurance carried by Landlord or
any other additional insured(s) shall be non-contributory" provision that the insurance
afforded by such policy is primary insurance, (iii) contain an endorsement that the insurer
waives its right to subrogation as described in Section 17 below; (iv) contain a cross-liability
endorsement or separation of insureds/severability of interests clause. All policies of
Tenant's Insurance shall contain an unqualified thirty (30) days' advance written notice of
any cancellation, termination, material change or lapse of insurance. No policy required
hereunder shall contain a co-insurance clause and all policy deductibles shall be acceptable
to Landlord. Tenant shall provide Landlord with a certificate of insurance evidencing all
insurance required to be carried by Tenant hereunder (including evidence of all required
endorsements and additional insured coverage as noted above) at least fifteen (15) days
prior to the earlier to occur of the Commencement Date or the date Tenant is provided with
possession of the Premises, and thereafter as necessary to assure that Landlord always
has current certificates evidencing Tenant's Insurance. If any such initial or replacement
policies or certificates are not furnished within the time(s) specified herein, Tenant shall be
deemed to be in material Default under this Lease without the benefit of any additional
notice or cure period provided in Section 20 below, and Landlord shall have the right, but
not the obligation,to procure such policies and certificates at Tenant's expense, and Tenant
shall pay the cost thereof within ten (10) days following Landlord's submission of an invoice
therefor. In no event shall the limits of any insurance policy obtained by a Tenant be
considered to limit the liability of Tenant under this Lease.
c. Self-Insurance. Tenant may comply with Tenant's insurance obligation set forth in this
Section 16 by submittal of a Certificate of Self-Insurance.
17. Subrogation.
Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any
and all rights of recovery, claims, actions or causes of action against the other for any loss or damage to
person with respect to Tenant's Property, Leasehold Improvements, the Building, the Premises, or any
contents thereof, including rights, claims, actions and causes of action based on negligence, which loss,
damage or injury is (or would have been, had the insurance required by this Lease been carried) covered
by insurance. As noted above, Tenant also waives subrogation with respect to losses or claims covered
by worker's compensation insurance.
18. Casualty Damage.
a. Repair; Termination. If all or any part of the Premises is damaged by fire or other casualty,
Tenant shall immediately notify Landlord in writing. During any period of time that all or a
material portion of the Premises is rendered untenantable as a result of a fire or other
casualty, the Rent shall abate for the portion of the Premises that is untenantable and not
used by Tenant. Landlord shall have the right to terminate this Lease if: (1) the Building
shall be damaged so that, in Landlord's reasonable judgment, substantial alteration or
reconstruction of the Building shall be required (whether or not the Premises has been
damaged); (2) Landlord is not permitted by Law to rebuild the Building in substantially the
same form as existed before the fire or casualty; (3) the Premises have been materially
damaged and there is less than two (2) years of the Term remaining on the date of the
casualty; (4) any Mortgagee requires that the insurance proceeds be applied to the payment
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of the mortgage debt; (5) a material uninsured loss to the Building occurs; or (6) any
restoration would be considered "construction" with respect to the Premises within the
meaning of Treas. Reg. Section 1.856. Landlord may exercise its right to terminate this
Lease by notifying Tenant in writing within ninety (90) days after the date of the casualty. If
Landlord does not terminate this Lease, Landlord shall commence and proceed with
reasonable diligence to repair and restore the Building and the Leasehold Improvements
(excluding any Alterations that were performed by Tenant in violation of this Lease).
However, in no event shall Landlord be required to spend more than the insurance proceeds
received by Landlord. Landlord shall not be liable for any loss or damage to Tenant's
Property or to the business of Tenant resulting in any way from the fire or other casualty or
from the repair and restoration of the damage. Landlord and Tenant hereby waive the
provisions of any Law relating to the matters addressed in this Section, and agree that their
respective rights for damage to or destruction of the Premises shall be those specifically
provided in this Lease.
b. Completion Estimate. If all or any portion of the Premises shall be made untenantable by
fire or other casualty, and Landlord has not elected to terminate this Lease pursuant to
Section 17.a above, Landlord shall, with reasonable promptness, cause an architect or
general contractor selected by Landlord to provide Landlord and Tenant with a written
estimate of the amount of time required to substantially complete the repair and restoration
of the Premises and make the Premises tenantable again, using standard working methods
("Completion Estimate"). If the Completion Estimate indicates that the Premises cannot
be made tenantable within two hundred seventy (270) days from the date the repair and
restoration is started, then regardless of anything in Section 17.a above to the contrary,
either party shall have the right to terminate this Lease by giving written notice to the other
of such election within ten (10),business days after receipt of the Completion Estimate.
Tenant, however, shall not have the right to terminate this Lease if the fire or casualty was
caused by the negligence or intentional misconduct of Tenant, Tenant Related Parties or
any of Tenant's transferees, contractors or licensees.
c. Waiver of Statutory Rights. The provisions of this Lease, including Section 17 hereof,
constitute an express agreement between Landlord and Tenant with respect to any and all
damage to, or destruction of, all or any part of the Premises or the Project, and any statute
or regulation of the State where the Project is located, including,without limitation, Sections
1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations
concerning damage or destruction in the absence of an express agreement between the
parties, and any other statute or regulation, now or hereafter in effect, shall have no
application to this Lease or any damage or destruction to all or any part of the Premises or
the Project.
19. Condemnation.
Either party may terminate this Lease if the whole or any material part of the Premises shall be
taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase
in lieu thereof (a "Taking"). Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or the Property which would leave the remainder of the Building unsuitable
for use as an office building in a manner comparable to the Building's use prior to the Taking. In order to
exercise its right to terminate this Lease, Landlord or Tenant, as the case may be, must provide written
notice of termination to the other within forty-five (45) days after the terminating party first receives notice
of the Taking. Any such termination shall be effective as of the date the physical taking of the Premises
or the portion of the Building or the Property occurs. If this Lease is not terminated, the Rentable Square
Footage of the Project and the Rentable Square Footage of the Premises shall be appropriately adjusted.
In addition, Rent for any portion of the Premises taken or condemned shall be abated during the unexpired
Term of this Lease effective when the physical taking of the portion of the Premises occurs. All
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compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However, Tenant may file a
separate claim at its sole cost and expense for Tenant's Property and Tenant's reasonable relocation
expenses,provided the filing of the claim does not diminish the award which would otherwise be receivable
by Landlord. In connection with the parties' respective rights and obligations under Section 17 of this
Lease, Tenant hereby waives any and all rights it might otherwise have pursuant to Sections 1265.130
and 1265.150 of The California Code of Civil Procedure.
20. Events of Default; Late Fees.
a. Events of Default. Each of the following occurrences shall be considered to be a "Default":
(a) Tenant's failure to pay any portion of Rent when due, if the failure continues for three(3)
days after written notice to Tenant,which notice shall be in satisfaction of, and not in addition
to, notice required by Laws ("Monetary Default"); or (b) Tenant's failure (other than a
Monetary Default) to comply with any term, provision, condition or covenant of this Lease,
if the failure is not cured within ten (10) days after written notice to Tenant, which notice
shall be in satisfaction of, and not in addition to, notice required by Laws (including, without
limitation, Section 1161 of the California Code of Civil Procedure), provided, however, if
Tenant's failure to comply cannot reasonably be cured within ten (10) days, Tenant shall be
allowed additional time (not to exceed sixty (60) days) as is reasonably necessary to cure
the failure so long as Tenant commences to cure within ten (10) days and Tenant diligently
pursues the cure to completion.
b. Late Fees. Tenant shall pay Landlord an administration fee equal to five percent (5%) of
all past due Rent. In addition, past due Rent shall accrue interest at twelve percent (12%)
per annum (or the maximum rate legally permissible, whichever is less). No endorsement
or statement on a check or letter accompanying payment shall be considered an accord
and satisfaction, and either party may accept the check or payment without prejudice to that
party's right to recover the balance or pursue other available remedies. Landlord's
acceptance of less than the correct amount of Rent shall be considered a payment on
account of the earliest Rent due. Tenant's covenant to pay Rent is independent of every
other covenant in this Lease. Further, in the event any check submitted by Tenant is
returned by reason of"non-sufficient funds", Tenant shall pay to Landlord an "NSF Fee" at
Landlord's standard rate then in effect.
21. Remedies.
a. Landlord Remedies. Upon the occurrence of any Default under this Lease, whether
enumerated in Section 20 above or not, Landlord shall have the option to pursue any one
(1) or more of the following remedies without any notice (except as expressly prescribed
herein) or demand whatsoever(and without limiting the generality of the foregoing, Tenant
hereby specifically waives notice and demand for payment of Rent or other obligations,
except for those notices specifically required pursuant to the terms of Section 20 above or
this Section 21, and waives any and all other notices or demand requirements imposed by
applicable Law):
1. Terminate this Lease and Tenant's right to possession of the Premises and recover
from Tenant an award of damages equal to the sum of the following:
(a) the Worth at the Time of Award (as defined below) of the unpaid Rent which
had been earned at the time of termination;
(b) the Worth at the Time of Award of the amount by which the unpaid Rent
which would have been earned after termination until the time of award
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exceeds the amount of such Rent loss that Tenant affirmatively proves could
have been reasonably avoided;
(c) the Worth at the Time of Award of the amount by which the unpaid Rent for
the balance of the Term after the time of award exceeds the amount of such
Rent loss that Tenant affirmatively proves could be reasonably avoided;
(d) any other amount necessary to compensate Landlord for all the detriment
either proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease or which in the ordinary course of things would be likely to
result therefrom; and
(e) all such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time under applicable Law.
The "Worth at the Time of Award" of the amounts referred to in parts (a) and (b)
above, shall be computed by allowing interest at the lesser of a per annum rate equal to:
(A) the greatest per annum rate of interest permitted from time to time under applicable
Law, or (B) the Prime Rate (defined below) plus five percent (5%). For purposes hereof,
the "Prime Rate" shall be the per annum interest rate publicly announced as its prime or
base rate by a federally insured bank selected by Landlord in the State of California. The
"Worth at the Time of Award"of the amount referred to in part(c), above, shall be computed
by discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%);
2. Employ the remedy described in California Civil Code §1951.4 (Landlord may
continue this Lease in effect after Tenant's breach and abandonment and recover
Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to
reasonable limitations); or
3. Notwithstanding Landlord's exercise of the remedy described in California Civil
Code §1951.4 in respect of an event or events of Default, at such time thereafter as
Landlord may elect in writing, to terminate this Lease and Tenant's right to
possession of the Premises and recover an award of damages as provided above
in Section 21.a.1 above.
b. Acceptance of Rent. The subsequent acceptance of Rent hereunder by Landlord shall not
be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, other than the failure of Tenant to pay the particular Rent so
accepted, regardless of Landlord's knowledge of such preceding breach at the time of
acceptance of such Rent. No waiver by Landlord of any breach hereof shall be effective
unless such waiver is in writing and signed by Landlord.
c. Tenant Waivers. TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY
SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174(c)AND
1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL
OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE
LEASE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM,
REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON
OF TENANT'S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING
OUT OF OR RELATING TO THIS LEASE.
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d. Non-Exclusive Rights. No right or remedy herein conferred upon or reserved to Landlord
is intended to be exclusive of any other right or remedy, and each and every right and
remedy shall be cumulative and in addition to any other right or remedy given hereunder or
now or hereafter existing by agreement, applicable Law or in equity. In addition to other
remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by
applicable Law, to injunctive relief, or to a decree compelling performance of any of the
covenants, agreements, conditions or provisions of this Lease, or to any other remedy
allowed to Landlord at Law or in equity. Forbearance by Landlord to enforce one or more
of the remedies herein provided upon an event of Default shall not be deemed or construed
to constitute a waiver of such Default.
e. Non-Monetary Defaults. If Tenant is in Default of any of its non-monetary obligations under
this Lease, Landlord shall have the right to perform such obligations. Tenant shall
reimburse Landlord for the cost of such performance upon demand together with an
administrative charge equal to ten percent (10%) of the cost of the work performed by
Landlord.
This Section 21 shall be enforceable to the maximum extent such enforcement is not prohibited by
applicable Law, and the unenforceability of any portion thereof shall not thereby render
unenforceable any other portion.
22. Limitation of Liability.
THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED
TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY
INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED
BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO SEVENTY PERCENT (70%) OF THE VALUE OF
THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY
FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD
RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY AND IN NO EVENT SHALL LANDLORD
OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE
TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL
DAMAGE. BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD,TENANT SHALL GIVE
LANDLORD AND THE MORTGAGEE(S) (DEFINED IN SECTION 27 BELOW) WHOM TENANT HAS
BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 27 BELOW), NOTICE AND
REASONABLE TIME TO CURE THE ALLEGED DEFAULT.
23. No Waiver.
Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach
of this Lease. Either party's failure to declare a default immediately upon its occurrence, or delay in taking
action for a default shall not constitute a waiver of the default, nor shall it constitute an estoppel.
24. Quiet Enjoyment.
Tenant shall, and may peacefully have, hold and enjoy the Premises, subject to the terms of this
Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements. This
covenant and all other covenants of Landlord shall be binding upon Landlord and its successors only during
its or their respective periods of ownership of the Building.
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25. Relocation.
Landlord, at its expense, at any time before or during the Term, may relocate Tenant from the
Premises to space of reasonably comparable size and utility ("Relocation Space") within the Building or
other buildings within the Project upon sixty (60) days prior written notice to Tenant. In connection with
any such relocation of Tenant's Premises to the Relocation Space pursuant to this Section 25, Landlord
shall be responsible for Tenant's reasonable and actual expenses resulting from the physical relocation of
Tenant's materials from the Premises to the Relocation Space. From and after the date of the relocation,
"Premises"shall refer to the Relocation Space into which Tenant has been moved and the rentable square
footage of the Premises shall be adjusted based on the rentable square footage of the Relocation Space.
26. Holding Over.
If Tenant remains in possession of the Premises after expiration or termination of the Term, or after
the date in any notice given by Landlord to Tenant terminating this Lease, Tenant shall be a tenant at
sufferance and such possession by Tenant shall be subject to immediate termination by Landlord at any
time. Tenant's occupancy shall be subject to all the terms and provisions of this Lease and Tenant shall
pay an amount (on a per month basis without reduction for partial months during the holdover) equal to
two hundred percent (200%) of the then current fair market gross rental for the Premises as reasonably
determined by Landlord. No holdover by Tenant or payment by Tenant after the termination of this Lease
shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the
Premises by summary proceedings or otherwise. Further, there shall be no reconciliation or refund of
amounts paid by Tenant during any period of holdover. If Tenant fails to surrender the Premises upon the
termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing therefrom,
Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including
reasonable attorneys' fees) and liability resulting from such failure, including any claims made by any
succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting
therefrom.
27. Subordination to Mortgages; Estoppel Certificate.
Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground
lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Property, and
to all renewals, modifications, amendments, increases, refinancings and extensions thereof and any
advancements made thereunder (collectively referred to as a "Mortgage"). This clause shall be self-
operative, but upon request from the holder of a Mortgage (a "Mortgagee"), Tenant shall execute a
commercially reasonable subordination agreement. As an alternative, a Mortgagee shall have the right at
any time to subordinate its Mortgage to this Lease. Upon request, Tenant shall, without charge, attorn to
any successor to Landlord's interest in this Lease., Tenant shall, within ten (10) days after receipt of a
written request from Landlord, execute and deliver a commercially reasonable estoppel certificate to such
parties as may be reasonably requested by Landlord.
28. Attorneys' Fees.
If either party institutes a suit against the other for violation of or to enforce any covenant, term or
condition of this Lease, each party shall bear its own attorney's fees and costs. The prevailing party shall
be entitled to recovery any of its costs and expenses, including, without limitation, reasonable attorneys'
fees.
29. Notice.
All demands, approvals, consents or notices shall be in writing and delivered by hand or sent by
registered or certified mail with return receipt requested, or sent by overnight or same day courier service
at the party's respective Notice Address(es) set forth in Section 1 above. Each notice shall be deemed to
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have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if
Tenant has vacated the Premises or any other Notice Address without providing a new Notice Address,
three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described
above. Either party may, at any time, change its Notice Address (other than to a post office box address)
by giving the other party written notice of the new address.
30. Excepted Rights.
Provided Tenant's use of and access to the Premises and parking to be provided to Tenant under
this Lease is not interfered with in an unreasonable manner, Landlord reserves for itself and for all other
owner(s) and operator(s) of the Common Areas and the balance of the Property, the right from time to time
to: (i) install, use, maintain, repair, replace and relocate pipes, ducts, conduits, wires and appurtenant
meters and equipment above the ceiling surfaces, below the floor surfaces, within the walls and in the
central core areas of the Building; (ii) make changes to the design and layout of the Property, including,
without limitation, changes to buildings, driveways, entrances, loading and unloading areas, direction of
traffic, landscaped areas and walkways, and, subject to the parking provisions contained in Section 36
below and Exhibit B attached hereto, parking spaces and parking areas; and (iii) use or close temporarily
the Common Areas and/or other portions of the Property while engaged in making improvements, repairs
or alterations to the Building, the Property, or any portion thereof.
31. Surrender of Premises.
At the termination of this Lease or Tenant's right of possession, Tenant shall remove Tenant's
Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good
order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to repair
hereunder excepted. If Tenant fails to remove any of Tenant's Property within two (2) days after
termination, Landlord, at Tenant's sole cost and expense, shall be entitled to remove and store Tenant's
Property. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to
remove Tenant's Property from the Premises or storage within thirty (30) days after notice, Landlord may
deem all or any part of Tenant's Property to be abandoned and title to Tenant's Property shall vest in
Landlord. If Tenant fails to remove any of Tenant's Property by the Expiration Date or perform related
repairs in a timely manner, Landlord may perform such work at Tenant's expense, and Tenant shall be
deemed to be in holdover of the Premises pursuant to Section 26 above during the reasonable period of
time required for the removal of Tenant's Property.
32. Signage.
In accordance with the standard signage program for the Building (as may exist from time to time),
Landlord shall provide Tenant with one (1) Building standard listing which includes Tenant's name and
suite number of the Premises on the Building directory sign in the lobby for the Building, and one (1)
Building standard tenant identification sign located at the entry door of the Premises in the location
designated by Landlord. The initial costs of installing Tenant's name on the Building directory and the
initial costs of the Building standard identification signage at the entrance to the Premises shall be paid for
by Landlord, but any subsequent changes thereto shall be at Tenant's costs.
33. Miscellaneous.
a. Interpretation. This Lease and the rights and obligations of the parties shall be interpreted,
construed and enforced in accordance with the Laws of the state in which the Building is
located and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper
venue of such state. If any term or provision of this Lease shall to any extent be invalid or
unenforceable, the remainder of this Lease shall not be affected, and each provision of this
Lease shall be valid and enforced to the fullest extent permitted by Law. The headings and
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titles to the Sections of this Lease are for convenience only and shall have no effect on the
interpretation of any part of the Lease.
b. No Recordation. Tenant shall not record this Lease or any memorandum without Landlord's
prior written consent.
c. Time Periods. Whenever a period of time is prescribed for the taking of an action by
Landlord or Tenant(other than the payment of Rent),the period of time for the performance
of such action shall be extended by the number of days that the performance is actually
delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil
disturbances and other causes beyond the reasonable control of the performing party
("Force Majeure"). Force Majeure shall not include financial difficulties of the party required
to perform. For purposes of this Section 33.c(Time Periods), the following shall be included
as causes beyond the reasonable control of the party obligated to perform: epidemic;
pandemic; disease; illness; national, regional or local emergency; quarantine; and
governmental order, and in the event of any force majeure, Tenant's obligation to pay rent
and other amounts due under the Lease shall not be abated or limited in the event access
to, use of, and/or services provided to the Premises, the Building, and/or the Project is or
are prevented, limited or impaired in compliance with applicable laws or as a precaution in
connection with a community health emergency.
d. Landlord Transfers. Landlord shall have the right to transfer and assign, in whole or in part,
all of its ownership interest, rights and obligations in the Building, the Project, the Property
or this Lease, and upon transfer Landlord shall be released from any further obligations
hereunder, and Tenant agrees to look solely to the successor in interest of Landlord for the
performance of such obligations.
e. Brokers. Landlord and Tenant hereby warrant to each other that they have had no dealings
with any real estate broker or agent in connection with the negotiation of this Lease,
excepting only the real estate brokers and agents specified in Section 1.m above (the
"Brokers"), and that they know of no other real estate broker or agent who is entitled to a
commission in connection with this Lease. Tenant shall indemnify and hold Landlord and
the Landlord Related Parties harmless from all claims of any other brokers claiming to have
represented Tenant in connection with this Lease.
f. Tenant Representations. Tenant represents and warrants to Landlord that each individual
executing this Lease on behalf of Tenant is authorized to do so on behalf of Tenant and that
Tenant is not, and the entities or individuals constituting Tenant or which may own or control
Tenant or which may be owned or controlled by Tenant are not, among the individuals or
entities identified on any list compiled pursuant to Executive Order 13224 for the purpose
of identifying suspected terrorists. If there is more than one (1) Tenant, or if Tenant is
comprised of more than one (1) party or entity, the obligations imposed upon Tenant shall
be joint and several obligations of all the parties and entities. Notices, payments and
agreements given or made by, with or to any one person or entity shall be deemed to have
been given or made by, with and to all of them.
g. Time Is of the Essence. Time is of the essence with respect to Tenant's exercise of any
expansion, renewal or extension rights granted to Tenant. This Lease shall create only the
relationship of landlord and tenant between the parties, and not a partnership,joint venture
or any other relationship. This Lease and the covenants and conditions in this Lease shall
inure only to the benefit of and be binding only upon Landlord and Tenant and their
permitted successors and assigns.
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h. No Relief of Obligations Due to Expiration of Term. The expiration of the Term, whether by
lapse of time,termination or otherwise, shall not relieve either party of any obligations which
accrued prior to or which may continue to accrue after the expiration or termination of this
Lease.
No Option to Lease. Submission of this instrument for examination or signature by Tenant
does not constitute a reservation.of or an option for lease, and it is not effective as a lease
or otherwise until execution and delivery by both Landlord and Tenant, and Landlord's
lender holding a lien with respect to the Building has approved this Lease and the terms
and conditions hereof.
j. Prior Agreements; Modification of Lease. All understandings and agreements previously
made between the parties are superseded by this Lease, and neither party is relying upon
any warranty, statement or representation not contained in this Lease. This Lease may be
modified only by a written agreement signed by Landlord and Tenant.
k. Counterparts; Electronic Signature. This Lease may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the
same document. Landlord and Tenant agree that the execution of this Lease by electronic
means (including by use of DocuSign or similar means and/or by use of digital signatures)
and/or the delivery of an executed copy of this Lease by e-mail shall be legal and binding
and shall have the same full force and effect as if an original executed copy of this Lease
had been delivered. Signed copies of this Lease or of the signature pages hereto may also
be exchanged by mail (either United States Postal Service or via reputable overnight
carrier), e-mail in pdf or other printable format, and any such method shall be equally binding
on the parties and shall have the same legal effect as delivery of an original executed copy
of this Lease for all purposes, and in all circumstances, including, but not limited to,
collection, admissibility, authentication, or any other legal purpose. Landlord acknowledges
and agrees that Tenant may from time to time retain information and documents
electronically (such as in optical, digital or other electronic storage and retrieval system)
and destroy the original documents.
I. Tenant's Financial Statements. (Intentionally Omitted)
m. Confidentiality. Tenant acknowledges that the content of this Lease and any related
documents are confidential information. Tenant shall keep such confidential information
strictly confidential and shall not disclose such confidential information to any person or
entity other than Tenant's financial, legal, and space planning consultants.
34. Entire Agreement.
This Lease constitutes the entire agreement between the parties and supersedes all prior
agreements and understandings related to the Premises.
35. State Law Provisions.
a. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932
and Sections 1941 and 1942 of the California Civil Code or under any similar Law, statute,
or ordinance now or hereafter in effect, and Tenant waives the right to make repairs at
Landlord's expense under Sections 1941 and 1942 of the California Civil Code, and under
all other similar Laws, statutes or ordinances now or hereafter in effect.
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b. In connection with the parties' respective rights and obligations under the Lease, Tenant
hereby waives any and all rights it might otherwise have pursuant to Sections 1265.130 and
1265.150 of The California Code of Civil Procedure.
c. Any notice periods provided in this Lease are in lieu of, and not in addition to, any notice
periods provided by Law, including, without limitation, under California Code of Civil
Procedure Section 1161 or any similar or successor Law.
d. In addition to Tenant's obligations under this Lease, upon completion of any Alterations
which require Landlord's prior approval, Tenant agrees to cause a Notice of Completion to
be recorded in the office of the Recorder of the County of in which the Center is located in
accordance with Section 8182 of the Civil Code of the State of California or any successor
statute.
e. To the extent of any conflicts or inconsistencies between the terms and provisions of this
Section 35 and the terms and provisions of this Lease, the terms and provisions of this
Section 35 shall control.
36. Parking.
Tenant's continued right to use the Reserved Spaces set forth in Section 1.0 above and the parking
areas for the Building as designated by Landlord from time to time(the"Parking Facilities") is conditioned
upon Tenant abiding by all rules and regulations which are prescribed from time to time for the orderly
operation and use of the Parking Facilities (including, without limitation, the parking rules and regulations
set forth in Exhibit B attached hereto) and upon Tenant's cooperation in seeing that Tenant's employees
and visitors also comply with such rules and regulations. Tenant and its employees shall not use more
than the amount of Reserved Spaces allotted to Tenant in Section 1.0 of this Lease. Landlord may assign
any parking spaces and/or make all or a portion of such spaces reserved or institute an attendant-assisted
tandem parking program and/or valet parking program if Landlord determines in its sole discretion that
such is necessary or desirable for orderly and efficient parking. Landlord specifically reserves the right,
from time to time, to change the size, configuration, design, layout, location and all other aspects of the
Parking Facilities, and Tenant acknowledges and agrees that Landlord, from time to time, may, without
incurring any liability to Tenant and without any abatement of Rent under this Lease temporarily close-off
or restrict access to the Parking Facilities, or temporarily relocate Tenant's parking spaces to other parking
structures and/or surface parking areas within a reasonable distance from the Parking Facilities, for
purposes of permitting or facilitating any such construction, alteration or improvements or to accommodate
or facilitate renovation, alteration, construction or other modification of other improvements or structures
located on the Property. Landlord may delegate its responsibilities hereunder to a parking operator in
which case such parking operator shall have all the rights of control attributed hereby to Landlord. The
parking rates charged by Landlord for the parking passes issued to Tenant shall be exclusive of any parking
tax or other charges imposed by governmental authorities in connection with the use of such parking,
which taxes and/or charges shall be paid directly by Tenant or the parking users, or, if directly imposed
against Landlord, Tenant shall reimburse Landlord for all such taxes and/or charges within ten (10) days
after Tenant's receipt of the invoice from Landlord. Any parking passes provided to Tenant are provided
solely for use by Tenant's own personnel and such passes may not be transferred, assigned, subleased
or otherwise alienated by Tenant without Landlord's prior approval.
37. Required Accessibility Disclosure.
Landlord hereby advises Tenant that the Project has not undergone an inspection by a certified
access specialist, and except to the extent expressly set forth in this Lease, Landlord shall have no liability
or responsibility to make any repairs or modifications to the Premises or the Project in order to comply with
accessibility standards. The following disclosure is hereby made pursuant to applicable California law:
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"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." [Cal. Civ. Code Section 1938(e)]
Any CASp inspection shall be conducted in compliance with reasonable rules in effect at the
Building with regard to such inspections and shall be subject to Landlord's prior written consent.
[SIGNATURES ON NEXT PAGE]
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Landlord and Tenant have executed this Lease as of the day and year first above written.
Landlord:
ARES INVESTMENT GROUP, LLC,
a California limited liability company
r—Disbillboned by:
By. — -, ,R...
Name:
Title: Managing Di rector
Tenant:
CITY OF HUNTINGTON BEACH
(a California municipal corporation)
03/11ELINIM CIA--
Mayor
ATTEST
e -fa� ,C _--
City lerk
APPROVED A 04,•RM
ity At •rney
' IEWED & 'ROVER
City Manager
INITIAT A D A PROV
00T2
Police Chief
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EXHIBIT A •
PREMISES
This Exhibit is attached to and made a part of the Lease by and between ARES INVESTMENT
GROUP, LLC, a California limited liability company ("Landlord"), and CITY OF HUNTINGTON BEACH
(City of Huntington Beach police substation) ("Tenant"), for space in the Building located at 7711 Center
Avenue, Huntington Beach, California 92647.
1-0-11
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1. U' Transfer Corridor No.2
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11
Transfer Corridor No.1
Li°
Trash Enclosure
TENANT'S INITIALS HERE:
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EXHIBIT B
RULES AND REGULATIONS
The following rules and regulations shall apply,,where applicable,to the Premises, the Building,the
Parking Facilities, the Property and the appurtenances. Capitalized terms have the same meaning as
defined in the Lease.
1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed
by Tenant or used by Tenant for any purpose other than ingress and egress to and from the
Premises. No rubbish, litter, trash, or material shall be placed, emptied, or thrown in those areas.
At no time shall Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about
the Building or the Property.
2. Plumbing fixtures and appliances shall be used only for the purposes for which designed, and no
sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or
appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or
invitees, shall be paid for by Tenant, and Landlord shall not be responsible for the damage.
3. All of Tenant's signage must be professionally prepared. No signs, advertisements or notices shall
be painted or affixed to windows, doors or other parts of the Building, except those of such color,
size, style and in such places as are first approved in writing by Landlord. All tenant identification
and suite numbers at the entrance to the Premises shall be installed by Landlord using the standard
graphics for the Building. Except in connection with the hanging of lightweight pictures and wall
decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building
except by the Building maintenance personnel.
4. Landlord may provide and maintain in the first(1st)floor(main lobby) of the Building an alphabetical
directory board or other directory device listing tenants, and no other directory shall be permitted
unless previously consented to by Landlord in writing.
5. Tenant shall not place any lock(s) on any door in the Premises or the Building without Landlord's
prior written consent and Landlord shall have the right to retain at all times and to use keys to all
locks within and into the Premises. A reasonable number of keys to the locks on the entry doors
in the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and Tenant shall not
make any duplicate keys. All keys shall be returned to Landlord at the expiration or early
termination of this Lease.
6. All contractors, contractor's representatives and installation technicians performing work in the
Building shall be subject to Landlord's prior approval and shall be required to comply with
Landlord's standard rules, regulations, policies and procedures,which may be revised from time to
time.
7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant
of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock
areas, shall be restricted to hours designated by Landlord. Tenant shall obtain Landlord's prior
approval by providing a detailed listing of the activity. If approved by Landlord, the activity shall be
under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall
assume all risk for damage to articles moved and injury to any persons resulting from the activity.
If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a
result of or in connection with the activity, Tenant shall be solely liable for any resulting damage or
loss.
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8. Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles
in and about the Premises. Damage to the Building by the installation, maintenance, operation,
existence or removal of property of Tenant shall be repaired at Tenant's sole expense.
9. Corridor doors, when not in use, shall be kept closed.
10. Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in
the Building, or otherwise interfere in any way with other tenants or persons having business with
them; (2) solicit business or distribute, or cause to be distributed, in any portion of the Building,
handbills, promotional materials or other advertising; or(3) conduct or permit other activities in the
Building that might, in Landlord's sole opinion, constitute a nuisance.
11. No animals of any kind (including,without limitation, dogs, birds or aquariums)shall be brought into
the Building or kept in or about the Premises, with the exception of police dogs, service animals
who are trained to perform certain work or tasks for handicapped persons. The owner of any animal
brought to the Building must register the animal with the Building Management Office and shall
provide all information requested for such registration.
12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in
the Premises, the Building or about the Property. Tenant shall not, without Landlord's prior written
consent, use, store, install, spill, remove, release or dispose of,within or about the Premises or any
other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous
material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C.
Section 9601 et seq. or any other applicable environmental Law which may now or later be in effect.
Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant,
and shall remain solely liable for the costs of abatement and removal.
13. (Intentionally Omitted)
14. Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure
the reputation or impair the present or future value of the Premises or the Building. Tenant shall
not use, or permit any part of the Premises to be used, for lodging, sleeping or for any illegal
purpose.
15. Tenant shall not take any action which would violate Landlord's labor contracts or which would
cause a work stoppage, picketing, labor disruption or dispute, or interfere with Landlord's or any
other tenant's or occupant's business or with the rights and privileges of any person lawfully in the
Building ("Labor Disruption"). Tenant shall take the actions necessary to resolve the Labor
Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate
any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written
consent for the work to resume. Tenant shall have no claim for damages against Landlord or any
of the Landlord Related Parties, nor shall the date of the commencement of the Term be extended
as a result of the above actions.
16. Tenant shall not install, operate or maintain in the Premises or in any other area of the Building,
electrical equipment that would overload the electrical system beyond its capacity for proper,
efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or
heating to the Premises, including, without limitation, the use of electronic or gas heating devices,
without Landlord's prior written consent. Tenant shall not use more than its proportionate share of
telephone lines and other telecommunication facilities available to service the Building.
17. Tenant shall not operate or permit to be operated a coin or token operated vending machine or
similar device(including,without limitation,telephones, lockers,toilets, scales, amusement devices
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and machines for sale of beverages, foods, candy, cigarettes and other goods), except for
machines for the exclusive use of Tenant's employees, and then only if t e operation does not
violate the lease of any other tenant in the Building.
18. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the
Building, except in areas designated by Landlord.
19. Landlord may from time to time adopt systems and procedures for the security and safety of the
Building, its occupants,entry, use and contents. Tenant, its agents, employees, contractors, guests
and invitees shall comply with Landlord's systems and procedures.
20. Landlord shall have the right to prohibit the use of the name of the Building or any other publicity
by Tenant that in Landlord's sole opinion may impair the reputation of the Building or its desirability.
Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity
immediately.
21. Tenant shall not canvass, solicit or peddle in or about the Building or the Property.
22. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or vape or
permit smoking or vaping on walkways, balconies (including any private balconies) and any portion
of the Common Areas, unless the Common Areas have been declared a designated smoking area
by Landlord, nor shall the above parties allow smoke (or vapor) from the Premises to emanate into
the Common Areas or any other part of the Building or the Project. Landlord has designated the
Building (including the Premises) as a non-smoking/vaping building.
23. Landlord shall have the right to designate and approve standard window coverings for the Premises
and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant
shall ensure, to the extent reasonably practicable, that window coverings are closed on windows
in the Premises while they are exposed to the direct rays of the sun.
24. Deliveries to and from the Premises shall be made only at the times, in the areas and through the
entrances and exits designated by Landlord. Tenant shall not make deliveries to or from the
Premises in a manner that might interfere with the use by any other tenant of its premises or of the
Common Areas, any pedestrian use, or any use which is inconsistent with good business practice.
25. The work of cleaning personnel shall not be hindered by Tenant after 5:30 p.m., and cleaning work
may be done at any time when the offices are vacant.Windows, doors and fixtures may be cleaned
at any time. Tenant shall provide adequate waste and rubbish receptacles to prevent unreasonable
hardship to the cleaning service.
26. Landlord reserves the right to make such other and reasonable Rules and Regulations as in its
judgment may from time to time be needed for safety, security, care and cleanliness of the Project
and for the preservation of good order therein. Tenant shall abide by all such Rules and
Regulations and any additional rules and regulations which are adopted.
27. Tenant shall at all times comply with, and shall cause its employees, agents and invitees to comply
with such orders, laws, programs, procedures and protocols as may be implemented from time to
time at or with respect to the Building in order to address any events or circumstances that may
pose a danger or risk to persons or property, including, without limitation, community health
emergencies, including any epidemic, quarantine, or any infectious disease-related outbreak. Such
cooperation and compliance may include compliance with Building shutdown orders and reduced
access to use of Common Areas, parking facilities, elevators and other Building systems and
amenities, and may also include participation in screening programs intended to identify those
EXHIBIT B
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persons who may present a risk of contagion of infectious diseases and conditions. Tenant shall
also immediately notify Landlord or Landlord's property manager of any persons entering the
Building who have a contagious condition or who may otherwise present a risk of contagion or
infection of others. In the event Tenant becomes aware that a person entering the Building or
Tenant's Premises has contracted a contagious condition,Tenant shall immediately notify Landlord
and the Building's Property Manager, and in such event the Premises, the Common Areas on
Tenant's floors, and affected elevator cabs will be thoroughly cleaned and disinfected at Tenant's
cost. Tenant shall also follow(and shall cause its employees and invitees to follow) County Health
and CDC Guidelines with regard to quarantine and isolation of all persons coming into contact with
the infected person(s).
28. Tenant shall establish and maintain an "Emergency Preparedness Plan" setting forth the steps to
be taken by Tenant in the event of an emergency situation that affects access to and use of the
Building and the Premises, including plans for business continuity in such a situation. Tenant shall
upon request provide Landlord, Landlord's insurer and Landlord's lender with a copy of Tenant's
Emergency Preparedness Plan, which shall include, without limitation, mobile phone numbers of
at least two (2) representatives of Tenant who are able to contact all persons who are customarily
or anticipated to be present in the Premises. Tenant shall update those mobile phone numbers
from time to time as necessary to assure that Landlord may at any time contact those
representatives. If Landlord so requests at any time, Tenant's representatives shall immediately
notify all persons who are customarily or anticipated to be present in the Premises that access to
the Premises,the Building, and the Project has been suspended or limited by Landlord in response
to an emergency condition as well as such additional information concerning that emergency
condition as provided by Landlord, and Tenant shall require that all such persons comply with any
measures as may be implemented by Landlord to address any emergency conditions from time to
time.
PARKING RULES AND REGULATIONS
In addition to the foregoing rules and regulations and the parking provisions contained in the Lease
to which this Exhibit B is attached, the following rules and regulations shall apply with respect to
the use of the Project's parking areas.
1. Parking at the Property is on a first-come, first-service basis at user's own risk. Landlord, its
management company and their agents shall have no liability whatsoever for any loss of or damage
to vehicles, personal property left in vehicles or any other property located at the Property, nor for
any personal injuries or death arising out of the use of the parking spaces at the Property.
2. Tenant will not park or permit parking in any areas designated by Landlord for parking by visitors
of the Property or for the exclusive use of other tenants or occupants of the Property and will not
use nor permit its staff/employees to use more than the number of parking spaces allotted to Tenant
under the Lease. Only passenger vehicles may be parked in the parking areas. Tenant will cause
its employees to park only in the designated parking areas and will not permit its employees to park
in parking spaces designated for visitors.
3. Parking stickers or any other device or form of identification supplied by Landlord as a condition of
use of the Parking Facilities must be displayed as requested. Such devices are not transferable
and any device in the possession of an unauthorized holder will be void.
4. Except regarding employees working late shifts, no overnight or extended term parking or storage
of vehicles is permitted.
[FINAL EXECUTION COPY] EXHIBIT B ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -4- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
5. Washing, waxing, cleaning or servicing of any vehicle by the customer and/or his agents is
prohibited. Parking spaces may be used only for parking automobiles.
6. Parking is prohibited in areas not striped for parking, in aisles,where"no parking"signs are posted,
on ramps, in cross-hatched areas, in loading areas, or in such other areas as may be designated
by Landlord. Any violation of the parking rules set forth in this Exhibit shall subject to the vehicle
to removal at the vehicle owner's expense.
7. Each user of the Parking Facilities may be required to sign a parking agreement as a condition to
using the Parking Facilities, which agreement may provide for the manner of payment of any
parking charges and other matters not inconsistent with the Lease.
Landlord reserves the right to make other and reasonable, non-discriminatory rules and regulations from
time to time.
EXHIBIT B
[FINAL EXECUTION COPY] ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -5- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
ROOFTOP SPACE RIDER
THIS ROOFTOP SPACE RIDER ("Rooftop Space Rider") is made and entered into by and
between ARES INVESTMENT GROUP, LLC, a California limited liability company("Landlord"), and CITY
OF HUNTINGTON BEACH (City of Huntington Beach police substation) ("Tenant"), and is dated as of the
date of the Office Lease Agreement("Lease") by and between Landlord and Tenant to which this Rooftop
Space Rider is attached. The agreements set forth in this Rooftop Space Rider shall have the same force
and effect as if set forth in the Lease. To the extent the terms of this Rooftop Space Rider are inconsistent
with the terms of the Lease, the terms of this Rooftop Space Rider shall control.
1. Right to Install Rooftop Equipment. During the Term, and, subject to Tenant's compliance
with all applicable Laws (defined below) and covenants, conditions and restrictions, and Landlord's prior
review and approval of plans and specifications for all such installation, Tenant and Tenant's contractors
(which shall first be reasonably approved by Landlord) shall have the right and access to install, replace,
remove, operate and maintain, subject to the terms of Section 9 (Repairs and Alterations) of the Lease
and this Rooftop Space Rider, a satellite antenna or microwave dish as more particularly described in and
shown on, and not to exceed the measurements set forth in, the Mount Base and Mast Diagram for Roof
Top Deployment and Radio and Antenna Specs prepared by WiLogic, Inc and attached as Schedule 1
(Antenna Specs) hereto (the"Antenna") on the rooftop of the Building at a location reasonably determined
by Landlord, including the cabling and connecting equipment (collectively, the"Connecting Equipment").
The Antenna and the Connecting Equipment are collectively referred to as the "Rooftop Equipment".
2. Fee. None.
3. Conditioned Upon Lease. This Rooftop Space Rider is contingent upon the Lease being in
effect, and compliance by Tenant with all of the terms and provisions hereof, and may be terminated by
Landlord if Landlord terminates the Lease after an event of Default occurs under Section 20 (Events of
Default; Late Fees) of the Lease. In the event that Landlord has the right to and does terminate the Lease,
Tenant's rights under this Rooftop Space Rider shall also thereupon terminate, and Tenant's rights under
this Rooftop Space Rider shall terminate, in any event upon expiration of the Term, as extended pursuant
to the Lease.
4. No Assignment. Tenant's rights hereunder may not be transferred to or used by any
transferee or other Person (defined below) in the business of providing satellite, voice, data or other
telecommunications services to third parties, except to the extent such transferee or other Person will use
the rights hereunder only to service its own satellite, voice, data and other telecommunications
requirements at the Premises. The word "Person" means an individual, partnership, trust, corporation,
firm or other entity. Tenant's rights hereunder may be transferred to any permitted transferee under the
Lease.
5. Installation. Tenant's installation and operation of the Rooftop Equipment shall be governed
by the following terms and conditions:
a. Tenant's rights set forth in this Rooftop Space Rider shall be subject to all applicable
laws, rules and regulations, including, without limitation, zoning rules, health and safety rules (including
OSHA requirements), and applicable building and fire codes, including any required conditional use permit
(collectively, "Laws"). Landlord makes no representation that any such Laws permit such installation and
operation, and Tenant shall be solely responsible to determine the feasibility and legality of installing the
Rooftop Equipment Tenant wishes to install at the Project. Without limiting the generality of the foregoing,
if any testing, sampling or disclosures relating to rooftop equipment at the Building are required to satisfy
OSHA or other governmental agencies (including for radio frequency [RF] or electromagnetic field [EMF]
emissions), Tenant shall pay the costs of any such required tests and studies (or its prorata share thereof
if the cost is properly shared by other rooftop users). Landlord shall have no liability or responsibility for
[FINAL EXECUTION COPY] ROOFTOP SPACE RIDER ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -1- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
the maintenance or compliance with laws of any towers, antennas or structures, including, without
limitation, compliance with Part 17 of the Federal Communications Commissions' Rules.
b. Installation shall be conducted by licensed contractors approved by Landlord, and if
any roof penetration is required, unless Landlord elects to perform such penetrations at Tenant's sole cost
and expense, Tenant shall retain Landlord's designated roofing contractor to make any necessary
penetrations and associated repairs to the roof in order to preserve Landlord's roof warranty.
c. All plans and specifications for the Rooftop Equipment shall be subject to Landlord's
prior review and approval and the prior review and approval of all other tenants or occupants of the Building
maintaining or operating rooftop equipment and related equipment at the Project. Upon Landlord's
request, Tenant shall prepare and submit to all Tenants and occupants having a right to review Tenant's
proposed equipment a detailed set of plans and specifications for the proposed equipment, methods of
installation and proposed locations thereof. All Rooftop Equipment shall be properly screened from view
for aesthetic reasons.
d. Tenant shall be responsible for any modifications to the rooftop, risers, utility areas
or other facilities or portions of the Project which may be necessary to accommodate the Rooftop
Equipment.
e. It is expressly understood that Landlord retains the right to use the roof of the
Building for any purpose whatsoever (including granting rights to third parties to utilize any portion of the
roof not utilized by Tenant).
f. For the purposes of determining Tenant's obligations with respect to its use of the
roof of the Building herein provided, all of the provisions of the Lease relating to compliance with
requirements as to insurance, indemnity, and compliance with Laws shall apply to the installation, use and
maintenance of the Rooftop Equipment. Landlord shall not have any obligations with respect to the
Rooftop Equipment. Landlord makes no representation that the Rooftop Equipment will function properly
and Tenant agrees that Landlord shall not be liable to Tenant therefor.
g. Tenant shall (i) be solely responsible for any damage caused as a result of the
Rooftop Equipment, (ii) promptly pay any tax, license or permit fees charged pursuant to any Laws in
connection with the installation, maintenance or use of the Rooftop Equipment and comply with all Laws
pertaining to the use of the Rooftop Equipment, and (iii) pay for all necessary repairs, replacements to or
maintenance of the Rooftop Equipment.
h. The installation of the Rooftop Equipment shall constitute alterations and shall be
performed in accordance with and subject to the provisions of Section 9 (Repairs and Alterations) of the
Lease, including, without limitation, Tenant's obligation to obtain Landlord's prior consent to the size and
other specifications of the Rooftop Equipment which consent shall not be unreasonably withheld,
conditioned or delayed.
Tenant, at Tenant's sole cost and expense, shall install and maintain such fencing
and other protective equipment and/or visual screening on or about the Rooftop Equipment as Landlord
may reasonably determine. The Rooftop Equipment shall be clearly marked to show the name, address,
telephone number of the person to contact in case of emergency.
j. The Rooftop Equipment and operations shall not interfere with the communications
configurations, frequencies or operating equipment of any existing users on the rooftop (collectively,
"Existing Users"), including any equipment which the Existing Users have the right to install or operate
but have not yet installed. Further, the Rooftop Equipment and operations shall comply with all non-
interference rules of the Federal Communications Commission ("FCC"). Upon receipt of written notice of
[FINAL EXECUTION COPY] ROOFTOP SPACE RIDER ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -2- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
apparent interference by Tenant with Existing Users, Tenant shall have the responsibility to promptly
terminate such interference or to demonstrate with competent information that the apparent interference
in fact is not caused by the Rooftop Equipment or operations. Subsequent to the date Tenant commences
the operation of the Rooftop Equipment, Landlord shall not knowingly install or permit the installation of
new equipment at the Property if such new equipment is likely to cause interference with the operation of
the Rooftop Equipment, it being acknowledged that Landlord shall have no right or responsibility to prevent
the installation of equipment any party has the right to install under the terms of its lease or occupancy
agreement, or pursuant to applicable laws or regulations. With respect to equipment which the installing
party has no right to install, Landlord shall require the installing party to first provide Tenant with notice of
the equipment to be installed and Tenant shall then have the reasonable opportunity to meet with the party
wishing to install the additional equipment so that any potential interference can be resolved to the
satisfaction of Tenant. If in the future equipment is installed at the Property which interferes with the
operation of the Rooftop Equipment, Tenant agrees to reasonably cooperate with such other user to
resolve such interference in a mutually acceptable manner, subject to and in accordance with the rules of
the FCC and the terms of any rights of Existing Users to operate new or revised equipment at the Building.
Notwithstanding anything to the contrary herein, in no event shall Landlord have any liability with respect
to interference with Tenant's operations or any loss of business or profits, and Tenant's sole remedy in the
event of a breach of this provision shall be to pursue an action for injunctive relief.
k. The Antenna may not protrude above a height equal to the highest point of the
Building structure.
The Rooftop Equipment shall not interfere in any way with the Building's
engineering, window washing or other maintenance functions.
m. The Rooftop Equipment must be properly secured and installed so as not to be
affected by high winds or other elements.
n. The Rooftop Equipment must be properly grounded.
o. The installed Antenna must not be visible from street level.
P. The weight of the Rooftop Equipment shall not exceed the load limits of the Building.
6. No Interference. In no event shall the Antenna or any Connecting Equipment adversely
affect any of the mechanical, electrical, life-safety, structural or other systems of the Building. In addition,
the Rooftop Equipment shall be installed and operated so as not to cause any unreasonable interference
to other tenants in the Building or to other tenants at the Project(including with any tenant's communication
equipment), and not to damage the Building or interfere with the normal operation of the Building and
Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against any and all
claims, costs, damages, expenses and liabilities (including reasonable attorneys' fees) arising out of
Tenant's failure to comply with the provisions of this Rooftop Space Rider, provided that Tenant's
indemnification obligation hereunder shall not apply to the extent same is caused by the gross negligence
or willful misconduct of Landlord or its employees, agents or contractors. Should the use of the Rooftop
Equipment by Tenant interfere with other telecommunications systems of the Building or any tenant,
Tenant shall make such adjustments to the Rooftop Equipment or its related equipment as may be
reasonably required by Landlord.
7. Access. Tenant shall have the right to access its Rooftop Equipment twenty four(24) hours
a day, seven (7) days per week, subject to the terms of this Rooftop Space Rider. In exercising its right of
access to the roof, Tenant agrees to cooperate and comply with any reasonable security procedures,
access requirements and rules and regulations utilized by Landlord for the Project and further agrees not
to unduly disturb or interfere with the business or other activities of Landlord or of other tenants or
ROOFTOP SPACE RIDER
[FINAL EXECUTION COPY] ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -3- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
occupants of the Property. Notwithstanding the foregoing, Tenant shall have the right to provide to
Landlord a list of authorized representatives who are entitled to access the roof immediately and without
any prior notification or delay (each an "Authorized Roof Access Party" and, collectively, from time to
time, "Authorized Roof Access Parties"). Landlord shall provide such list to building security and shall
direct building security to provide the Authorized Roof Access Parties with roof access twenty-four (24)
hours per day, seven (7) days per week immediately upon checking in with Building security on duty. With
respect to any parties other than Authorized Roof Access Parties, at least one (1) Authorized Roof Access
Party must accompany such.parties seeking access to the roof, and such Authorized Roof Access Party
shall remain with them until all such parties have left the roof and the Building.
8. Costs. Tenant shall be solely responsible for and shall pay all costs, expenses and taxes
incurred in connection with the ownership, installation, operation, maintenance, use and removal of the
Rooftop Equipment and the appurtenant equipment located in or on the Building, plus an administrative
fee of ten percent(10%).
9. Insurance. Tenant shall also cause the insurance policies to be maintained by Tenant
pursuant to the Lease to include the Rooftop Equipment and all related equipment and materials as part
of Tenant's insured property.
10. Indemnity. Tenant specifically agrees that the indemnification of Landlord by Tenant in
accordance with the Lease is deemed to include any claims arising from the installation, operation, use,
maintenance or removal of the Rooftop Equipment, and the provisions of Section 15(Indemnity and Waiver
of Claims) of the Lease are incorporated herein by reference.
11. Relocation. Landlord shall have the right, at its option and from time to time, upon not less
than thirty (30) days prior notice to Tenant, to relocate the Rooftop Equipment to another location in the
Project adequate to afford equivalent service to Tenant. Landlord shall pay the costs of relocation
reasonably incurred by Tenant in connection with such substituted location, subject to adequate
substantiation of such costs.
12. Removal and Restoration. Upon the expiration or earlier termination of the Lease, the
Antenna and the Connecting Equipment shall be removed from the Building by Tenant, at Tenant's sole
cost and expense, and Tenant shall pay to repair any damage caused by such removal. If Tenant fails to
remove the Antenna (if requested by Landlord to be removed) and any related Connecting Equipment (to
the extent applicable) and repair the Building upon 'the expiration or earlier termination of the Lease,
Landlord, upon thirty (30) days' written notice to Tenant, may do so at Tenant's expense. The provisions
of this Section 12(Removal and Restoration)shall survive the expiration or earlier termination of the Lease.
If any tenant of the Project under a lease in effect on the date hereof has a right to an antenna, or any
tenant leasing more space than the Premises under the Lease requires an antenna, and Landlord is unable
to accommodate such antenna (for any reason, including without limitation, physical or technical limitations
regarding the use and operability thereof and any restrictions imposed by any governmental authority), but
would be able to do so if the Antenna is removed, then Landlord shall have the right, at its option, upon
not less than fifteen (15) days prior notice to Tenant, to require the removal of the Antenna by Tenant.
Upon such removal, the rights contained in this Rooftop Space Rider shall terminate, except for any
accrued and unperformed obligations and liabilities hereunder.
13. Default. If any of the conditions set forth in this Rooftop Space Rider are not complied with
by Tenant, then such failure shall constitute a default by Tenant under the Lease, subject to the terms of
Section 20 (Events of Default; Late Fees) of the Lease.
14. Incorporation. Except to the extent modified or superseded by the terms and provisions of
this Rooftop Space Rider, the terms and provisions of the Lease are incorporated by reference herein and
shall have the same force and effect as if set forth fully herein.
[FINAL EXECUTION COPY] ROOFTOP SPACE RIDER ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -4- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1DO100
SCHEDULE 1 TO ROOFTOP SPACE RIDER
ANTENNA SPECS
WILogic, Inc
oar.: work
(714) 230-8487 Sheet
Time
15896 Monufacture lone
Huntington Beach.Co. 92649
Company: Attar
Address: Cite:
Phone#: Fax#:
Mount Base and Mast Diagram
for Roof Top Deployment
Mount Base
Noo-Pt[tetragon :,a....
Alink
- 1t
\411111rAm
it
Antenna Description
Total
This is a non-penetrating roof Height
mount using cinder blocks as bal-
last.
m
— I
...L.mama.ad(:naufwml
SCHEDULE 1 TO
[FINAL EXECUTION COPY] ROOFTOP SPACE RIDER ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -1- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
W Logic, Inc
Date: Work
(714) 230-8487 D Shzet
Time:
15896Monufocture lone
Huntington Beoch Co. 92649
Radio and Antenna Specs
Mechanical
Dimensions 0413 x 360'run;016.3 x 14,21
Weight Without mount:1.5 kg 13.3 lb)
With mount:2.7 kg(6 lb)
Enclosure material Aluminum,UV stabilized pclycarbwiate
Mount material Galvarrzod stool
Mounting Precision alignment kit(included;
Pole compatdallity:025,4 to 76.2 mm 101 to 3')
Wind loading 420 N at 20G km/h 94.4 ibf at 125 mph!
Hardware
Processor Quad-Core ARM Cortex0 A7
Memory 256 M2 DDR3
Networking interface (II GbE R145 par;
Max.power consumption 22W
Power method Passive PoE 4-pairs 11,2+ 3,6-)id 5+;7,8-)
Passive Pot 2-palls(4,5.;7,8-),for 44-54V DC only
Power supply 43V DC.9.65A gigabit Pot adaptor(included)
Supportod voltago range a4-54V DC
22-27V DC
GPS Yes
RF connections Internal
ESD/EMP protection Air/contact:!24kV
Ambient operating tomperattro -40 to 60'C(-4C to 14C'F)
Ambient operating humidty 5 to 95%nonc nde^sinq
Certifications FCC.IC.CL
SCHEDULE 1 TO
ROOFTOP SPACE RIDER
[FINAL EXECUTION COPY] ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -2- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
WiLogic, Inc
Date: Work
(714) 230-8487 Dry Stet
Time:
15896 Monufocture lone
Huntington Beoch,Co. 92649
Software
Operating mode PtP only
ublquitl opodfie features Wave technology discovery utility
Network Bridge mode
Services UISP.ping watchdog NTP client
Took Antonia alignment,discovery utility,prig.trace route,speed test
Software management 9luettoth management tor easy setup over UISP app
WEB UI
Minimum software requireinenb Any modem web browserfiOS"or Android'"based smartphone
SYaeata
Max.throughput 1.95 Gbps
Max.range 12+km
Encryption WPA2-PSK(AES)
RF
Operating battle.cyr 57-71 Ghz
•Grpum on roguutcry con
Chwtad barriwidtb 2180,1080 MHz
Polrisation Vertically linear
Beatnwidth A/ir utti•3 dB 1.6"
Elevation.3 dB 1.6'
SCHEDULE 1 TO
[FINAL EXECUTION COPY] ROOFTOP SPACE RIDER ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -3- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
Docusign Envelope ID:D70FC048-2C66-4CCB-AC3D-13B9CD1D0100
WiLogic, Inc
Date: Work
(714) 230-8487 Sheet
Time:
15896 Monufocture .one
Huntington Beach.Co. 92649
LEDs
Power F as1irg white:boctup rn progress
White:not connected tc U'SP application
E11Ue'corrw'cted to UISP application
Ethernet Flashing blue.Ethernet activity
GPS Blue:receiving at least(4)GPS satellite signals
60G Blue:actnre connection
•
TENANT'S INITIALS HERE:
SCHEDULE 1 TO
[FINAL EXECUTION COPY] ROOFTOP SPACE RIDER ONE PACIFIC PLAZA
SMRH:4863-4013-2058.7 -4- City of Huntington Beach(Police Substation)
090524 92ZK-396717
2219691.1
CERTIFICATE NO. ISSUE DATE
GL2-848 Al CERTIFICATE OF COVERAGE 09/12/2024
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE
Public Risk Innovation, CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR
�+ ALTER THE COVERAGE AFFORDED BELOW.THIS CERTIFICATE OF COVERAGE DOES NOT CONSTITUTE A
Solutions, Management CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE
CERTIFICATE HOLDER.
C/O ALLIANT INSURANCE SERVICES, INC.
18100 VON KARMAN AVENUE, 10TH FLOOR IMPORTANT:lithe certificate holder is an ADDITIONAL INSURED and/or requesting a WAIVER OF SUBROGATION,the
IRVINE,CA 92612 Memorandums of Coverage must be endorsed.A statement on this certificate does not confer rights to the certificate holder
lieu of such endorsement(s).
PHONE(949)756-0271/FAX(619)699-0901 COVERAGE
LICENSE#0C36861 AFFORDED BY: A- Public Risk Innovation,Solutions,and Management
Member: COVERAGE
CITY OF HUNTINGTON BEACH AFFORDED BY: B
ATTN: DEANNA SORIA
2000 MAIN STREET COVERAGE c
HUNTINGTON BEACH, CA 92648 AFFORDED BY:
COVERAGE
AFFORDED BY: D
Coverages
THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE PERIOD
INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE MEMORANDUMS DESCRIBED HEREIN IS SUBJECT TO ALL THE
TERMS,EXCLUSIONS,AND CONDITIONS OF SUCH MEMORANDUMS.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPE OF COVERAGE MEMORANDUM/ COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS
LTR POLICY# DATE DATE
A ] Excess General Liability PRISM PE 24-GL2-25 07/01/2024 07/01/2025 Difference between$2,000,000 and
Member's Self-Insured Retention of
J Excess Auto Liability $1,000,000 and/or applicable
additional member and pooled
layers of coverage
Completed Operations Aggregate
Applies
Program Aggregate Applies
Description of Operations/LocationsNehicles/Special Items:
AS RESPECTS LEASE AGREEMENT BETWEEN CITY OF HUNTINGTON BEACH AND ARES INVESTMENT GROUP,LLC.FOR PROPERTY
LOCATED AT 7711,7755 AND 7777 CENTER AVE,HUNTINGTON BEACH,CA 92647(KNOWN AS ONE PACIFIC PLAZA)
ARES INVESTMENT GROUP,LLC,PENDULUM MANAGEMENT,LLC AND ALL REALTED INTERESTS ARE INCLUDED AS ADDITIONAL
COVERED PARTIES ARE INCLUDED AS ADDITIONAL COVERED PARTIES,BUT ONLY INSOFAR AS THE OPERATIONS UNDER THIS
CONTRACT ARE CONCERNED.
AMENDED CERTIFICATE CANCELS AND REPLACES CERTIFICATE DATED 9/11/2024
THIS INSURANCE SHALL BE PRIMARY AND NO OTHER INSURANCE SHALL CONTRIBUTE PURSUANT TO ENDORSEMENT NUMBER U-12.
THE AUTHORITY WAIVES ITS RIGHTS OF SUBROGATION AGAINST THE ADDITIONAL COVERED PARTY(IES)PURSUANT TO
ENDORSEMENT NUMBER U-9.
Certificate Holder Cancellation
SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGES BE CANCELLED
PENDULUM PROPERTY PARTNERS BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE
ATTN:PROPERTY MANAGER WITH THE MEMORANDUMS OF COVERAGE PROVISIONS.
7777 CENTER AVE,STE 100 AUTHORIZED REPRESENTATIVE
HUNTINGTON BEACH,CA 92647 �1!,(.,,,, ,4��
��i�'WA'W
Public Risk Innovation,Solutions,and Management PAGE 1 OF 2
ENDORSEMENT NO. U-1
PUBLIC RISK INNOVATION, SOLUTIONS,AND MANAGEMENT
GENERAL LIABLILITY 2
ADDITIONAL COVERED PARTY AMENDATORY ENDORSEMENT
It is agreed that the Covered Party, Covered Persons or Entities" section of the Memorandum is amended
to include the person or organization named on the Certificate of Coverage, but only with respect to liability
arising out of premises owned by or rented to the Member, or operations performed by or on behalf of the
Member or such person or organization so designated.
Coverage provided under this endorsement is limited to the lesser of the limits stated on the Certificate of
Coverage or the minimum limits required by contract.
ADDITIONAL COVERED PARTY:
NAME OF PERSON OR ORGANIZATION SCHEDULED PER ATTACHED CERTIFICATE OF COVERAGE
AS RESPECTS:
PER ATTACHED CERTIFICATE OF COVERAGE
It is further agreed that nothing herein shall act to increase PRISM's limit of liability.
This endorsement is part of the Memorandum and takes effect on the effective date of the
Memorandum unless another effective date is shown below. All other terms and conditions
remain unchanged.
Effective Date: Memorandum No.: PRISM 24 GL2-00
Issued to: ALL MEMBERS
Issue Date: June 28, 2024
A orized Representative
Public Risk Innovation, Solutions, and Management PAGE 2 OF 2
ENDORSEMENT NO. la
PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
GENERAL LIABILITY 2
AMENDATORY ENDORSEMENT - WAIVER OF SUBROGATION
It is understood and agreed that Condition 7. SUBROGATION, of the Memorandum to which it is
attached, is deleted in its entirety and replaced by the following:
7. SUBROGATION
PRISM shall be subrogated to the extent of any payment hereunder to all the covered party's
rights of recovery therefore; and the covered party shall do nothing after loss to prejudice such
rights and shall do everything necessary to secure such rights. Any amount so recovered shall
be apportioned as follows:
Any interest (including the covered party's) having paid an amount in excess of the self-insured
retention, plus the limit of liability, hereunder shall be reimbursed first to the extent of actual
payment. PRISM shall be reimbursed next to the extent of its actual payment hereunder. If any
balance then remains unpaid, it shall be applied to reimburse the covered party. The expenses
of all such recovery proceedings shall be apportioned in the ratio of respective recoveries. If
there is no recovery in proceedings conducted solely by PRISM, it shall bear the expenses
thereof.
Notwithstanding the above, PRISM waives its rights of subrogation against any person or
organization with whom the covered party has entered into a written agreement that includes a
waiver of subrogation, but only if the agreement is in effect before the injury, damage or liability
occurs.
It is further agreed that nothing herein shall act to increase PRISM's limit of liability.
This endorsement is part of the Memorandum and takes effect on the effective date of the
Memorandum unless another effective date is shown below. All other terms and conditions
remain unchanged.
Effective Date: Memorandum No.: PRISM 24 GL2-00
Issued To: ALL MEMBERS
Issue Date: June 28, 2024
.(41.4/4
horized Representative
Public Risk Innovation, Solutions, and Management
ENDORSEMENT NO. UQ
PUBLIC RISK INNOVATION, SOLUTIONS, AND MANAGEMENT
GENERAL LIABILITY 2
AMENDATORY ENDORSEMENT-PRIMARY/NON-CONTRIBUTORY
It is understood and agreed that Condition 6. OTHER COVERAGE and Endorsement U-10 of
the Memorandum to which it is attached, is deleted in its entirety and replaced by the following:
6. OTHER COVERAGE
If collectible insurance with an insurer is available to the covered party covering a loss also
covered hereunder (whether on a primary, excess or contingent basis), the coverage hereunder
shall be in excess of, and shall not contribute with, such insurance; provided that this clause
does not apply with respect to excess insurance purchased specifically to be in excess of this
Memorandum, or to insurance or reinsurance which is intended to provide the remainder of the
limit of liability stated in the Declarations of this Memorandum when the coverage afforded under
this Memorandum provides less than 100 percent of the limit set forth in the Declarations.
However, if the covered party has entered into a written agreement, prior to any loss event, in
which it is agreed that this coverage shall be primary and/or non-contributory with respect to an
additional covered party as specified in Endorsement U-1 of this Memorandum, then this
coverage shall respond as primary and/or non-contributory, but shall be limited to the lesser of
the limits stated on the Certificate of Coverage or the minimum limits required by the written
agreement.
If other valid and collectible coverage through any insurer or other pooling arrangement affords
primary coverage for the Member for a loss also covered by the Member's self-insured retention
and this Memorandum, such other valid and collectible coverage shall apply in lieu of the
Member's self-insured retention.
Notwithstanding the foregoing paragraph, if coverage for a claim or suit is available under this
Memorandum and a memorandum of coverage issued in connection with PRISM's Medical
Malpractice Program, this Memorandum shall afford primary coverage only where the gravamen
of the claim or suit involves liability covered hereunder. PRISM staff will preliminarily assess the
gravamen of the claim or suit and refer it to the committee responsible for the coverage believed
to be applicable under this paragraph. Where that committee disputes PRISM's assessment of
the gravamen of the claim or suit and rejects primary coverage, PRISM will thereafter refer the
claim or suit to the committee responsible for the other applicable coverage. If that committee
also rejects the primary coverage responsibility, the Executive Committee will determine which of
PRISM's coverages is primary under this paragraph.
If the Member disputes the acceptance of primary coverage by a committee of PRISM
responsible for the coverage, the Member may appeal that decision to the Executive Committee.
Appeal must be requested within 60 days of the coverage acceptance by PRISM.
If the Member is not satisfied with the outcome of the Executive Committee appeal or the
determination by the Executive Committee as to which of PRISM's coverages is primary
where no committee agreed to accept primary responsibility, the Member may invoke Section (d)
and (e) of Article 31 of PRISM's Joint Powers Agreement and proceed to arbitration and, if
necessary, litigation. For purposes of this paragraph, the Member must request to invoke Article
31 dispute resolution process within 60 days of the Executive Committee's determination as to
which of PRISM's coverages is primary.
Where a memorandum of coverage issued in connection with PRISM's Medical Malpractice
Program is determined to afford primary coverage pursuant to this section, the exhaustion of
PRISM's limit of liability under the Medical Malpractice Program will satisfy the covered party's
self-insured retention under this Memorandum.
Coverage for the additional covered party under this endorsement is limited to the written
contract or agreement as specified on the Certificate of Coverage and Endorsement U-1 of this
Memorandum.
It is further agreed that nothing herein shall act to increase PRISM's limit of liability.
This endorsement is part of the Memorandum and takes effect on the effective date of the
Memorandum unless another effective date is shown below. All other terms and conditions
remain unchanged.
Effective Date: Memorandum No.: PRISM 24 GL2-00
Issued to: ALL MEMBERS
Issued Date: June 28, 2024
A orized Representative
Public Risk Innovation, Solutions, and Management
cr City of Huntington Beach
80e � �,
� - �' 2000 Main Street ♦ Huntington Beach, CA 92648
4 -7� : tt (714) 536-5227 ♦ www.huntingtonbeachca.gov
141,
%••*. v A �°00 Office of the City Clerk
N T ®,� Robin Estanislau, City Clerk
September 20, 2024
Ares Investment Group, LLC
c/o Pendulum Property Partners
4 Park Plaza, Suite 400
Irvine, CA 92614
Attn: Property Manager
Ares Investment Group, LLC
c/o Formosa Ltd.
1683 Sunflower Avenue, Suite B
Costa Mesa, CA 92626
Attn: Joe C. Wen
To Whom It May Concern:
Enclosed is a fully executed copy of the One Pacific Plaza, Huntington Beach, California
92647— Office Lease Agreement between Ares Investment Group, LLC and the City of
Huntington Beach, approved by City Council on September 17, 2024.
Sincerely,
(4/40ti 9,6160,14td
Robin Estanislau, CMC
City Clerk
RE:ds
Sister City: Anjo, Japan
#441\ iINGT
to ...�oapo�5,tc°!1'�,��a City of Huntington Beach
0� Z\-4 m 2000 Main Street ♦ Huntington Beach, CA 92648
_ • e (714) 536-5227 • www.huntingtonbeachca.gov
.oe
Clerk
o Office of
City
Robin Estanislau, C Clerk
September 20, 2024
Ares Investment Group, LLC
c/o Pendulum Property Partners
4 Park Plaza, Suite 400
Irvine, CA 92614
Attn: Property Manager
Ares Investment Group, LLC
c/o Formosa Ltd.
1683 Sunflower Avenue, Suite B
• Costa Mesa, CA 92626
Attn: Joe C. Wen
To Whom It May Concern:
Enclosed is a fully executed copy of the One Pacific Plaza, Huntington Beach, California
92647— Office Lease Agreement between Ares Investment Group, LLC and the City of
Huntington Beach, approved by City Council on September 17, 2024.
Sincerely,
Robin Estanislau, CMC
City Clerk
RE:ds
Sister City: Anjo, Japan
Mr. Amory Hanson
8102 Ellis Avenue
Apartment 121
Huntington Beach CA 92646
September 16,2024
The Mayoress of Huntington Beach
2000 Main Street
Huntington Beach CA 92648
My Dear Madam Mayoress,
I would like to express my support for Item XVI.
Sincerely Yours,
Mr.Amory Hanson
CC:The Honorable Patrick Burns
CC:The Honorable Rhonda Bolton
CC:The Honorable Daniel Kalmick
CC:The Honorable Casey McKeon
CC:The Honorable Natalie Moser
CC:The Honorable Anthony Strickland
SUPPLEMENTAL
COMMUNICATION
Meeting Date: 9/17/2024
Agenda Item No. 16 (24-639)