HomeMy WebLinkAbout30 - First Amendment to Lease with Risk Placement Services, Inc. for Use of Suite 100 at 1201 Dove StreetQ �EwPpRT
CITY OF
s NEWPORT BEACH
`q44:09 City Council Staff Report
August 26, 2025
Agenda Item No. 30
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Seimone Jurjis, Assistant City Manager/Community Development
Director - 949-644-3232, sjurjis@newportbeachca.gov
PREPARED BY: Lauren Wooding Whitlinger, Real Property Administrator - 949-644-
3236, Iwooding@newportbeachca.gov
TITLE: First Amendment to Lease with Risk Placement Services, Inc. for Use
of Suite 100 at 1201 Dove Street
ABSTRACT:
The City of Newport Beach acquired the office building located at 1201 Dove Street,
Newport Beach in May 2023. The building currently has 16 tenants and is being marketed
for lease. For the City Council's consideration is a First Amendment to Lease
(Attachment A) with Risk Placement Services, Inc., for use of Suite 100 for a term of six
years at market rate rents.
RECOMMENDATIONS:
a) Find this matter is exempt from the California Environmental Quality Act (CEQA)
pursuant to Section 15301 (Existing facilities) and Section 15302 (Replacement or
Reconstruction) of the CEQA Guidelines, California Code of Regulations, Title 14,
Chapter 3, because it has no potential to have a significant effect on the environment;
and
b) Authorize the City Manager and City Clerk to execute the First Amendment to Lease
between the City of Newport Beach and Risk Placement Services, Inc. for use of
City Property, office space Suite 100 located at 1201 Dove Street, in a form
substantially similar to the amendment attached to the staff report.
DISCUSSION:
The City purchased the office building at 1201 Dove Street (Property) in anticipation of
developing a new headquarters for the Newport Beach Police Department (NBPD). The
early acquisition of the Property, in advance of starting the NBPD facility replacement, will
allow the City to continue leasing the office spaces at the Property and recoup a portion
of the purchase price with the existing net income stream.
Lease History
Risk Placement Services, Inc. (Tenant) is
brokerage agency specializing in complex
Arthur J. Gallagher & Co., a global insurance,
an Illinois -based wholesale insurance
and unique risks and is a division of
risk management and consulting services
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First Amendment to Lease with Risk Placement Services, Inc
for Use of Suite 100 at
1201 Dove Street
August 26, 2025
Page 2
firm. The Tenant currently occupies a portion of the Property in Suite 240 which contains
2,812 rentable square feet, or 3.39% of the building (Existing Premises), under an
Office Lease Agreement dated June 17, 2021 (Lease) (Attachment B). The initial
five -and -a -half -year term of the Lease is set to expire in March 2027.
With its business continuing to grow in Southern California, the Tenant seeks additional
space for staff. The proposed First Amendment to Lease (Amendment) would allow the
Tenant to relocate to Suite 100 at the Property, which contains 6,240 rentable square
feet, or 7.53% of the building (New Premises). City staff and the Tenant have negotiated
the terms of the Amendment, which reflects current market conditions with a slight
reduction in the rental rate on a per square foot basis. Rent abatement and a tenant
improvement allowance are included and are consistent with market rate deal terms
offered by competitive office properties in the area, and consistent with recent leases
approved by the City Council for this Property.
Proaosed First Amendment to Lease
While not an exhaustive list, key terms of the proposed Amendment are summarized
below:
1. The extension of the term shall commence on the New Premises Commencement
Date, defined as the earlier to occur of (a) the date Tenant commences business
operations in the New Premises, or (b) the date that is 14 days after Substantial
Completion of the Landlord Work which is estimated to be November 1, 2025, and
will terminate on the date that is 72 months thereafter (Extended Term).
2. Monthly base rent during the Extended Term shall be set as follows:
Months of Term
Monthly Base Rent
Monthly Base Rent Per
Rentable Square Foot
New Premises
Commencement Date —
12t" full calendar month
of Extended Term
$19,344.00**
$3.10
13-24 of Extended Term
$19,905.60
$3.19
25-36 of Extended Term
$20,529.60
$3.29
37-48 of Extended Term
$21,153.60
$3.39
49-60 of Extended Term
$21,777.60
$3.49
61-72 of Extended Term
$22,401.60
$3.59
—Subject to abatement as set forth in item 3.
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First Amendment to Lease with Risk Placement Services, Inc
for Use of Suite 100 at
1201 Dove Street
August 26, 2025
Page 3
3. Base rent shall be abated in its entirety for five months, from the second through
the sixth months of the Extended Term.
4. A landlord work allowance in an amount not to exceed $124,800 ($20.00 per
square foot of the New Premises which contains 6,240 rentable square feet) may
be used towards the payment of improvements to the New Premises, to be
performed by the property manager on the City's behalf. The allowance must be
used by June 30, 2026, or the allowance will be forfeited.
5. The Tenant may request to credit unused monies from the landlord work allowance
towards its base rent. This credit must be for the lesser of the unused allowance
or $62,400 and must be requested on or before the allowance deadline of
June 30, 2026, and shall be credited towards the rent beginning the first day of the
19t" month of the Extended Term.
6. Possessory Interest language related to the Tenant's taxable leasehold
possession of the Property has been included in the Amendment, with
reimbursement of the taxes owed included in the base year calculation of their
pro rata share of common area maintenance expenses.
7. Twenty-five unreserved parking spaces have been allocated to the Tenant, with
fees commencing and escalating after the first 60 months of the Term and an
option to convert up to four parking passes to reserved spaces for a fee.
8. A rider waiving the Tenant's right to relocation benefits after expiration of the Term
was included in the Amendment.
9. Brokers from CBRE, Inc. represented the property manager and the City, and
CBRE, Inc. represented the Tenant in negotiating the transaction and will be paid
a commission for this Amendment.
10.The Tenant shall continue to provide certificates of insurance to the satisfaction of
the City's property manager, naming the City as additional insured.
The Amendment has been reviewed by the City Attorney's Office and has been approved
as to form, and the Tenant has reviewed and approved the terms of the Amendment.
FISCAL IMPACT:
Revenues currently collected under the Lease and pursuant to the proposed Amendment,
estimated to be $135,408 in Fiscal Year 2025-26 (FY25-26) and increasing annually as
prescribed, will continue to be posted to the General Fund Real Property accounts in the
Community Development Department, 010-01050505-551305. The revenues, net of any
tenant improvement allowance, rent abatement, or broker fees are included in the budget
for FY 2025-26.
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First Amendment to Lease with Risk Placement Services, Inc. for Use of Suite 100 at
1201 Dove Street
August 26, 2025
Page 4
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this matter is exempt from the California
Environmental Quality Act (CEQA) pursuant to Section 15301 (Existing facilities) and
Section 15302 (Replacement or Reconstruction) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3, because this project has no potential to have a
significant effect on the environment. The City Council's action authorizes execution of
the First Amendment for the Tenant's use of an existing commercial office space and the
Tenant may pursue tenant improvements (i.e., remodeling) pursuant to the First
Amendment.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — First Amendment to Lease
Attachment B — Office Lease Agreement
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Attachment A
First Amendment to Lease
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FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of
August 26, 2025 ("Amendment Date"), by and among THE CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("Landlord") and RISK PLACEMENT SERVICES, INC., an Illinois
corporation ("Tenant"). This First Amendment also includes an amendment to the Lease by the addition
of Rider No. 4 to Office Lease attached hereto (Waiver of Relocation Benefits).
RECITALS:
A. Landlord (as successor -in -interest to AG Dove Owner, L.P., a Delaware limited
partnership) and Tenant entered into that certain Office Lease Agreement dated as of June 17, 2021 (the
"Lease"), whereby Landlord leased to Tenant and Tenant leased from Landlord certain office space in that
certain building located and addressed at 1201 Dove Street, Newport Beach, California, 92660 (the
"Building").
B. By this First Amendment, Landlord and Tenant desire to relocate the Existing Premises as
defined herein, extend the Term of the Lease, and to otherwise modify the Lease as provided herein.
C. Landlord and Tenant desire to confirm certain facts as a condition to entering into this First
Amendment, including that Tenant's tenancy and rent of the New Premises, as defined herein, as well as
the extension of the Lease Term, commenced after the date that Landlord acquired the Building. Landlord
and Tenant acknowledge that the Tenant's occupancy of the New Premises is considered a "post -
acquisition" occupant pursuant to applicable federal, state, and local laws and regulations providing for
relocation assistance, benefits, or compensation for moving and for property interests (including without
limitation furnishings, fixtures and equipment, goodwill, and moving expenses) (referred to herein as
"Relocation Law"), as more fully set forth in "Rider No. 4 to Office Lease" attached hereto and incorporated
herein by this reference.
D. Unless otherwise defined herein, capitalized terms as used herein shall have the same
meanings as given thereto in the Lease.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
AGREEMENT:
1. Existingl Premises. As of the Amendment Date, Landlord leases to Tenant and Tenant
currently leases from Landlord that certain office space in the Building containing 2,812 rentable square
feet located on the second (2nd) floor of the Building, and known as Suite 240 (the "Existing Premises"),
as outlined on Exhibit A to the Lease. Tenant's liability for Base Rent and its Pro Rata Share of Taxes and
Expenses for the Existing Premises extends until the Existing Premises is surrendered as specified in
Section 3 below.
2. Relocation of Premises. That certain space containing approximately 6,240 rentable
square feet and known as Suite 100, located on the first (1 st) floor of the Building, as outlined on the floor
plan attached to this First Amendment as Exhibit "A" and incorporated herein by this reference may be
referred to herein as the "New Premises". Effective as of the date ("New Premises Commencement
Date") that is the earlier to occur of (a) the date Tenant commences business operations in the New
Premises or (b) the date that is fourteen (14) days after the date of Substantial Completion of the Landlord
Work (as both such terms are defined in Exhibit "B" attached hereto) in the New Premises, Tenant shall
lease from Landlord pursuant to the Lease (as hereby amended) the New Premises. The Landlord Work
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4931-5604-1764.6 30-6
is estimated to be Substantially Completed on or about November 1, 2025, subject to the terms of this First
Amendment.
3. Surrender of Existing Premises. Tenant hereby agrees to vacate the Existing Premises
and surrender and deliver exclusive possession of the Existing Premises to Landlord within seven (7) days
after the New Premises Commencement Date ("Existing Premises Surrender Date") in accordance with
the surrender provisions of the Lease. If Tenant fails to so vacate and surrender and deliver exclusive
possession of the Existing Premises to Landlord on or before the Existing Premises Surrender Date, then
the holdover provisions of Section 22 of the Lease shall apply. Tenant further represents and warrants to
Landlord that as of the Amendment Date there are no, and as of the Existing Premises Surrender Date
there shall not be any, mechanics' liens or other liens encumbering all or any portion of the Existing
Premises by virtue of any act or omission on the part of Tenant or Tenant's contractors, agents, employees,
successors or assigns.
4. Extended Term. The Lease Expiration Date as to the New Premises is hereby extended
to the date ("New Expiration Date") that is seventy-two (72) months after the New Premises
Commencement Date; provided, however, that if the New Premises Commencement Date is a date other
than the first (1st) of a month, the New Expiration Date shall be the last day of the month that is seventy-
two (72) months after the month in which the New Premises Commencement Date falls. The period from
the New Premises Commencement Date through the New Expiration Date, shall be referred to herein as
the "Extended Term." Tenant shall not have any right to extend the Lease beyond the Extended Term;
consequently, Rider Nos. 1, 2 and 3 of the original Lease shall be null and void and are of no further force
or effect.
5. Monthly Base Rent. Notwithstanding anything to the contrary in the Lease, during the
Extended Term, Tenant shall pay, in accordance with the provisions of this Section 5 and subject to
abatement as set forth in Section 6 below, monthly Base Rent for the New Premises as follows:
Period
New Premises Commencement Date — 121h full
calendar month of Extended Term
Months 13 — 24 of the Extended Term
Months 25 — 36 of the Extended Term
Months 37 — 48 of the Extended Term
Months 49 — 60 of the Extended Term
Months 61 — 72 of the Extended Term
Monthly Base Rent
Monthly Base Rent Per Rentable Square Foot
$19, 344.00 $ 3.10
$19, 905.60 $3.19
$20, 529.60 $3.29
$21,153.60 $3.39
$21, 777.60 $3.49
$22,401.60 $3.59
6. Base Rent Abatement. Notwithstanding anything to the contrary contained in the Lease or
in this First Amendment, and provided that Tenant faithfully performs all of the terms and conditions of the
Lease, as amended by this First Amendment, Landlord hereby agrees to abate Tenant's obligation to pay
monthly Base Rent as to the New Premises for the second (2nd) through the sixth (6th) full calendar months
of the Extended Term ("Abatement Period"). During such Abatement Period, Tenant shall still be
responsible for the payment of all of its other monetary obligations under the Lease, as amended by this
First Amendment. In the event of a default by Tenant under the terms of the Lease, as amended by this
First Amendment, that results in early termination pursuant to the provisions of Section 19 of the Lease,
then as a part of the recovery set forth in Section 19 of the Lease, Landlord shall be entitled to the recovery
of the monthly Base Rent that was abated under the provisions of this Section 6.
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4931-5604-1764.6 30-7
7. Tenant's Pro Rata Share. Commencing as of the New Premises Commencement Date,
Tenant's Pro Rata Share of Taxes and Expenses shall be 7.53%. Effective as of the New Premises
Commencement Date, the Base Year for Expenses and Taxes shall be amended to the calendar year 2025.
8. Taxes. Effective as of the New Premises Commencement Date, the provisions of this
Section 8 shall be applicable and shall supersede any contrary provisions in the Lease. "Taxes" as defined
in Section 3 of Exhibit B of the Lease shall be restated in its entirety as follows: "(a) all real property taxes
and other assessments on the Building, the Project and/or Property, including, but not limited to, gross
receipts taxes, assessments for special improvement districts and building improvement districts,
governmental charges, fees and assessments for police, fire, traffic mitigation or other governmental
service of purported benefit to the Property, taxes and assessments levied in substitution or
supplementation in whole or in part of any such taxes and assessments and the Property's share of any
real estate taxes and assessments under any reciprocal easement agreement, common area agreement
or similar agreement as to the Property; (b) all personal property taxes for property that is owned by
Landlord and used in connection with the operation, maintenance and repair of the Property; (c) any
possessory interest tax pursuant to Section 107.6 of the California Revenue and Taxation Code and any
successor code section(s); and (d) all costs and fees incurred in connection with seeking reductions in any
tax liabilities described in (a), (b) and (c), including, without limitation, any costs incurred by Landlord for
compliance, review and appeal of tax liabilities." By executing this First Amendment, Tenant acknowledges
and agrees that Landlord's real estate tax implied expense is $341,652 per year.
Pursuant to Section 107.6 of the California Revenue and Taxation Code ("Code"), Landlord hereby
notifies Tenant that a possessory interest with respect to the New Premises is created pursuant to the
Lease ("Possessory Interest") and may be subject to property taxation under the Code ("PIT Tax").
Landlord shall be responsible for paying any PIT Tax directly to the appropriate governmental authority.
Tenant acknowledges that the foregoing complies with Section 107.6 of the Code. Tenant shall advise in
writing any subtenant, licensee, concessionaire or third party approved by Landlord that is using the New
Premises of the requirements of Section 107.6 of the Code. If Tenant receives any PIT Tax bills related to
Tenant's possession of the New Premises, Tenant shall immediately deliver a copy of such PIT Tax bills to
Landlord. The Base Rent rate set forth in Section 5 above includes Tenant's Pro Rata Share of Taxes for
the Base Year including, without limitation, any PIT Tax. During the period that the Landlord under the
Lease is The City of Newport Beach, Tenant shall not be responsible for the payment to Landlord of any
Tax Excess. If The City of Newport Beach transfers its ownership interest in the Property to an unrelated
third -party entity, (i) the Base Year for Taxes only shall become the calendar year in which such transfer in
ownership occurs ("New Tax Base Year"), (ii) the amount of Taxes for the New Tax Base Year shall be the
annualized value of the new Property owner's tax basis in the Property, and (iii) Tenant shall thereafter pay
to the then Landlord the Tax Excess (i.e., Tenant's Pro Rata Share of the amount, if any, by which Taxes
for each subsequent calendar year (or portion thereof) exceed the Taxes for the New Tax Base Year)
including, without limitation, any increase in Taxes due to subsequent reassessments of the Property;
provided, however, that Tenant shall not be responsible during the Extended Term for any portion of such
Tax resulting from capital improvements made by Landlord or any successor owner.
9. Improvements to the New Premises. Landlord shall perform the improvements in the New
Premises in accordance with the Work Letter attached hereto as Exhibit "B" (the "Landlord Work").
10. Parking. Effective as of the New Premises Commencement Date, Section 1.12 of the
Lease is hereby deleted in its entirety and replaced with the following:
"Tenant shall have the right, but not the obligation, to purchase up to a total of twenty-five
(25) parking passes for unreserved parking spaces. The monthly cost during the Extended
Term for unreserved spaces shall be as follows (the "Parking Fee"): (a) $0.00 for the first
sixty (60) full calendar months of the Extended Term; and (b) $45.00 per unreserved
parking space per month for the remainder of the Extended Term, subject to the payment
of Expenses attributable to the parking areas and to the provisions set forth in Section 28
of the Lease. Tenant shall have the right to permanently convert on a one-to-one basis up
to four (4) of Tenant's parking passes for unreserved spaces to parking passes for reserved
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4931-5604-1764.E
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spaces in locations mutually agreed upon in good faith by Landlord and Tenant. The
Parking Fee during the Extended Term for reserved spaces shall be as follows: (i) $35.00
per reserved parking space per month for the first sixty (60) full calendar months of the
Extended Term; and (ii) $85.00 per reserved parking space per month for the remainder of
the Extended Term. Except as set forth in this Section 1.12 and Section 28 of the Lease,
the purchase of such parking passes shall be subject to the Rules and Regulations as set
forth in Exhibit D to the Lease."
11. Signage. Landlord, at Landlord's initial cost and expense, will provide Tenant with Building -
standard identification in the Building's lobby directory and a Building -standard suite identification sign for
the New Premises. Any future changes to Tenant's name requiring a change in such signage shall be at
Tenant's sole cost and expense.
12. Security Deposit. Section 1.07 of the Lease is hereby deleted in its entirety.
13. Right of First Refusal. Effective as of the Amendment Date, Section 6, Right of First
Refusal, of Exhibit E of the Lease shall be deemed deleted from the Lease and of no further force or effect.
14. Landlord's Notice Addresses. From and after the date of this First Amendment, notices to
Landlord under the Lease shall be sent to the following addresses:
City of Newport Beach
Attn: Real Property Administrator
100 Civic Center Drive
Newport Beach, CA 92660
LPC West, Inc.
Attn: Parke Miller
4041 MacArthur Boulevard, Suite 500
Newport Beach, CA 92660
15. Attorneys' Fees. Effective as of the Amendment Date, Section 27.01 of the Lease is hereby
deleted in its entirety and replaced with the following:
"Section 27.01 Costs and Expenses. No Waiver. If either party institutes a suit against
the other for violation of or to enforce any covenant, term or condition of this Lease, the
prevailing party shall NOT be entitled any costs, expenses, or attorneys' fees. Either party's
failure to declare a default immediate 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."
16. California Certified Access Specialist Inspection. Pursuant to California Civil Code§ 1938,
Landlord hereby states that the New Premises has undergone inspection by a Certified Access Specialist
(CASp) (defined in California Civil Code§ 55.52). Tenant hereby acknowledges that it has been provided
a copy of the CASp inspection report at least forty-eight (48) hours prior to the execution of this First
Amendment and Tenant agrees that information in the report shall remain confidential, except as necessary
for Tenant to complete repairs and corrections of violations of construction -related accessibility standards
in the New Premises. The cost of making any repairs necessary to correct violations of construction -related
accessibility standards indicated by the CASp report in the New Premises will be Tenant's responsibility,
which modifications will be completed as a Tenant Alteration, notwithstanding anything to the contrary in
the Lease (as amended). Tenant shall be responsible for ensuring the New Premises are in compliance
with access laws (including but not limited to the Americans with Disabilities Act and its related regulations
and the California Building Code, Title 24 of the California Code of Regulations).
17. Brokers. Each party represents and warrants to the other that no broker, agent or finder
negotiated or was instrumental in negotiating or consummating this First Amendment other than CBRE,
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493 l-5604-1764.6 30-9
Inc. on behalf of both Landlord and Tenant. Each party further agrees to defend, indemnify and hold
harmless the other party from and against any claim for commission or finder's fee by any other person or
entity who claims or alleges that they were retained or engaged by the first party or at the request of such
party in connection with this First Amendment.
18. Signing Authority. The individual(s) executing this First Amendment on behalf of Landlord
hereby represent and warrant that Landlord is a duly formed and existing entity qualified to do business in
the State of California and that Landlord has full right and authority to execute and deliver this First
Amendment and the person(s) signing on behalf of Landlord are authorized to do so. The individual(s)
executing this First Amendment on behalf of Tenant hereby represent and warrant that Tenant is a duly
formed and existing entity qualified to do business in the State of California and that Tenant has full right
and authority to execute and deliver this First Amendment and the person(s) signing on behalf of Tenant
are authorized to do so.
19. Notice of Extended Term Dates. Landlord may deliver to Tenant a commencement letter
in a form substantially similar to that attached hereto as Exhibit "C" and made a part hereof at any time after
the New Premises Commencement Date, for Tenant's review, approval and execution, and return to
Landlord said commencement letter within ten (10) business days after Tenant's receipt thereof.
20. Recitals. Landlord and Tenant acknowledge that the above recitals are true and correct
and hereby incorporated by reference into this Agreement.
21. Counterparts; Original Signatures. This First Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of which shall be one and the same
agreement. If a variation or discrepancy among counterparts occurs, the copy of this First Amendment in
Landlord's possession shall control. Execution of this First Amendment as well as any and all other
documents and instruments required under the terms of the Lease or to amend its terms shall require
handwritten, "wet" signatures. Notwithstanding Section 30 of the Lease, the parties may not exchange
counterpart signatures by facsimile or electronic transmission and electronic or digital signatures shall not
be valid.
22. No Further Modification. Except as set forth in this First Amendment, all of the terms and
provisions of the Lease shall apply during the Extended Term and shall remain unmodified and in full force
and effect. Effective as of the date hereof, all references to the "Lease" shall refer to the Lease as amended
by this First Amendment.
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4931-5604-1764.E
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IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first
above written.
"LANDLORD"
THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
By: _
Name
Title:
Grace K. Leung
City Manager
ATTEST: APPROVED AS TO FORM:
By: By: � _
Name: Molly Perry Namof Aaron C. Harp
Title: Interim City Clerk Title: City Attorney
"TENANT"
RISK PLACEMENT SERVICES, INC.,
an Illinois corporation
By:
Print Name:
Title:
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4931-5604-1764.E
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IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first
above written.
ATTEST:
Bv:
Name: Molly Perry
Title: Interim City Clerk
"LANDLORD"
THE CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
By:
Name: Grace K. Leung
Title: City Manager
APPROVED AS TO FORM:
By: q444, " [ �1 - [�"
Nam . Aaron C. Harp v\
Title: City Attorney A�-
"TENANT"
RISK PLACEMW SERVICES, INC.,
an Illinois core ation/ /
By:
Print Name:
Title: A19,14 pra
g(-
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4931-5604-1764.6 30-12
EXHIBIT "A"
FLOOR PLAN OF NEW PREMISES
Exhibit "A" is intended only to show the general layout of the New Premises as of the beginning of the
Extended Term. It is not to scale; any measurements or distances shown should be taken as approximate.
References to or depictions of furniture, fixtures and equipment on Exhibit "A" shall not be interpreted to
obligate Landlord to pay costs or expenses associated with the purchase or installation of furniture, fixtures
or equipment.
SS
�� �� �� MS
EXHIBIT "A"
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FXHIRIT "6"
WORK LETTER
TURN -KEY ALLOWANCE CAP
This Exhibit "B" is attached to and made a part of the First Amendment to Lease ("First
Amendment") by and among THE CITY OF NEWPORT BEACH, a California municipal corporation and
charter city ("Landlord") and RISK PLACEMENT SERVICES, INC., an Illinois corporation ("Tenant") for
space in the Building located at 1201 Dove Street, Newport Beach, California.
Landlord, at its sole cost and expense, up to the amount of the Allowance as referenced below
(subject to the terms and provisions of this Section 1 and Section 2 below), shall perform
improvements to the New Premises in accordance with the space plan attached hereto as
Schedule 1 (the "Space Plan") using Building standard methods, materials and finishes, provided
that Tenant may use Tenant's specifications for materials and finishes so long as such materials
and finishes are at least as good in quality as Building standard materials and finishes. The
improvements to be performed pursuant to this Work Letter are hereinafter referred to as the
"Landlord Work."
Notwithstanding anything to the contrary herein, Tenant acknowledges and agrees that Landlord
shall not be obligated to pay more than $124,800.00 (calculated at a rate of $20.00 per rentable
square foot of the New Premises) (the "Allowance") to complete the Landlord Work. Following
final approval of the Landlord Work, Landlord shall work with its general contractor to prepare a
preliminary cost budget for construction of the work provided in this Work Letter. Tenant shall have
the right to approve such cost budget in its reasonable discretion provided that any delay in the
performance of the Landlord Work caused by Tenant's disapproval of the cost budget shall be
deemed a Tenant Delay. Tenant shall pay to Landlord the amount of any actual and reasonable
costs incurred by Landlord to complete the Landlord Work in excess of the Allowance, within
thirty (30) days after receipt of invoice (on an AIA form or similar thereto). A portion of any
remaining unused Allowance shall be available to Tenant in the form of rental credit as provided in
Section 7 below. Tenant shall not be charged for the use of elevators, hoists, loading docks,
parking lots and facilities or utilities related to the performance of the Landlord Work or during
Tenant's relocation to the New Premises.
The Allowance shall be used towards the Landlord's Work, including space planning, space
programming, design development drawings, pricing drawings, construction drawings, electrical /
mechanical / plumbing / engineering drawings, reimbursable costs, city permits, approval fees,
construction administration, construction, all profit, overhead, general conditions, data cabling costs
and internal or external move costs.
Landlord shall enter into a direct contract for the Landlord Work with a licensed general contractor
selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any
licensed subcontractors used in connection with the Landlord Work. The costs of the Landlord
Work shall include any and all architectural fees, engineering fees, city permits, a general
contractor's fee, and a construction management fee paid to Landlord's construction manager in
the amount of five percent (5%) of the total cost of the Landlord Work. Any portion of the Allowance
that is not used on or before June 30, 2026 shall revert to Landlord ("Allowance Deadline").
All work and upgrades not set forth on the Space Plan shall be subject to Landlord's reasonable
approval, shall be at Tenant's sole cost and expense subject to the Allowance amount, plus any
applicable state sales or use tax thereon, payable upon demand as Additional Rent and a
construction management fee payable to Landlord equivalent to five percent (5%) of the cost of
such work and upgrades. Tenant shall be responsible for any actual Tenant Delay in completion
of the New Premises resulting from any such other work and upgrades requested or performed by
Tenant.
EXHIBIT "B"
-1-
4931-5604-1764.6 30-14
In the event that Tenant requests any work that is not covered in the Space Plan ("Tenant
Change") and Landlord reasonably approves the same, then Landlord shall, within five (5)
business days of receipt of same, cause its contractor to promptly estimate the increased costs
and the estimated delay in completing the Landlord Work, if any, which would result from the
proposed Tenant Change and shall report such estimates to Tenant. Prior to Landlord
implementing such Tenant Change, Tenant must agree, in writing, within three (3) business days
after delivery of the estimated cost and delay from Landlord, to pay for any increased costs
associated with such Tenant Change, and that any actual delay caused by such change shall
constitute a Tenant Delay. No Tenant Change shall be deemed approved by Tenant unless and
until Tenant shall have notified Landlord in writing of Tenant's willingness to pay for such Tenant
Change (if any increased cost is attributable to same) and unless Tenant is willing to accept
responsibility for the Tenant Delay, if any, which arises from such Tenant Change. Tenant shall
have the right to withdraw any requested change if Tenant is unwilling to pay for any such increased
costs or to accept responsibility for the Tenant Delay.
4. Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed
to be a representation by Landlord that such work complies with applicable insurance requirements,
building codes, ordinances, laws or regulations or that the improvements constructed will be
adequate for Tenant's use.
The Landlord Work shall not include any of Tenant's trade fixtures, equipment, furniture,
furnishings, telephone and data equipment, or other personal property. From and after the date
that the First Amendment is executed by both parties and provided the same does not materially
interfere with the performance of the Landlord Work, Tenant and its agents (including contractors
engaged by Tenant) shall have the right, at Tenant's own risk, expense and responsibility, at all
reasonable times to access the New Premises and the Building to inspect the progress of
construction and to take measurements and perform other similar investigatory tasks if necessary.
Landlord, as soon as reasonably possible during construction, shall notify Tenant in writing of its
anticipated date of "Substantial Completion" (as hereinafter defined) of the Landlord Work. During
a period of time commencing approximately fourteen (14) days prior to Substantial Completion of
the Landlord Work and provided the same does not materially interfere with the performance of the
Landlord Work, Tenant shall have the right to enter the New Premises for the purpose of installing
its furnishings and equipment (including, without limitation, Tenant's data cabling, telephone and
data, security, audio/visual and printing equipment and furniture systems) and otherwise readying
the New Premises for Tenant's use and occupancy. Substantial Completion shall not be deemed
to have been achieved, nor shall Tenant's fourteen (14) day period set forth in the preceding
sentence commence, unless and until all of the flooring and carpeting (if applicable) has been
installed in the New Premises. Landlord shall deliver to Tenant copies of the certificate of
occupancy (or its functional legal equivalent) issued by any authority in connection with such work.
6. For purposes of this First Amendment, including for purposes of determining the New Premises
Commencement Date (pursuant to Section 2 of the First Amendment), the Landlord Work shall be
"Substantially Complete" upon the completion of the Landlord Work in the New Premises as
provided in this Work Letter, with the exception of any punch list items that do not materially and
adversely affect Tenant's use and occupancy of the New Premises and any tenant fixtures,
work -stations, built-in furniture, or equipment to be installed by or on behalf of Tenant in accordance
with the terms of this Work Letter. If Landlord is delayed in the performance of the Landlord Work
as a result of the acts or omissions of Tenant, the Tenant Related Parties or their respective
contractors or vendors, including, without limitation, changes requested by Tenant to the Space
Plan or other approved plans, Tenant's failure to comply with any of its obligations under the Lease
(as amended), or the specification of any materials or equipment with long lead times (each a
"Tenant Delay"), the Landlord Work shall be deemed to be Substantially Complete on the date that
Landlord could reasonably have been expected to Substantially Complete the Landlord Work
absent any Tenant Delay.
EXHIBIT "B"
-2-
4931-5604-1764.6 30-15
Notwithstanding anything to the contrary in this Work Letter, in the event Tenant uses less than the
Allowance for the Landlord Work, Tenant may request in a written notice ("Rent Credit Notice")
delivered to Landlord on or before Allowance Deadline, that the lesser of (a) the unused portion of
the Allowance or (b) $62,400.00 (calculated at a rate of $10.00 per rentable square foot of the New
Premises), be applied as a credit against Tenant's Base Rent. If Tenant timely and properly
delivers the Rent Credit Notice to Landlord, such credit against Base Rent obligations shall
commence on the first day of the nineteenth (191h) full calendar month of the Extended Term and
continue thereafter until exhausted. Any portion of the Allowance that is not so requested by Tenant
on or before the Allowance Deadline shall revert to Landlord.
8. This Exhibit shall not be deemed applicable to any additional space added to the New Premises at
any time or from time to time, whether by any options under the Lease (as amended) or otherwise,
or to any portion of the original New Premises or any additions to the New Premises in the event
of a renewal or extension of the Extended Term of the Lease, whether by any options under the
Lease (as amended) or otherwise, unless expressly so provided in the Lease (as amended) or any
amendment or supplement to the Lease.
9. The delay in the performance by Tenant hereunder shall not be deemed to be a Tenant Delay if
such delay arises from any cause beyond the reasonable control of Tenant or Tenant's contractors
and suppliers, including without limitation delays caused by weather conditions, labor or material
shortages. Notwithstanding the foregoing, nothing shall excuse any delay in Tenant's payments of
money due under the Lease.
10. The Landlord Work shall be constructed by Landlord and its contractors and representatives in a
good and workmanlike manner and shall comply as of the New Premises Commencement Date
with all applicable laws, codes and requirements of the governmental authorities having jurisdiction,
including but not limited to the requirements of the Americans with Disabilities Act. Landlord shall
have the obligation to obtain all permits and governmental approvals required for completion of the
Landlord Work and shall maintain for inspection by Tenant copies of all approvals, permits,
inspections, reports and other governmental consents obtained by Landlord and shall provide
Tenant with copies of same upon request.
11. Landlord shall obtain a warranty from its general contractor that Landlord Work in the New
Premises will be free from any material defects for a period of one year following the New Premises
Commencement Date. Such warranty shall contain the agreement of the general contractor to be
responsible for all repairs, (a) the need for which becomes apparent within one (1) year after the
New Premises Commencement Date, (b) which are caused by defective workmanship or materials
in connection with the construction of the Landlord Work, and (c) notice of which shall have been
given to Landlord and to such general contractor within such one (1) year period. In addition, for
so long as such warranties are in effect, Landlord will use commercially reasonable efforts to
enforce any warranties extended to Landlord covering the New Premises and any warranties
covering any of the equipment or fixtures installed in the New Premises.
12. Throughout the entire process of completing the construction of the Landlord Work, each party
shall reasonably cooperate with the other to provide promptly any additional information and details
and shall respond promptly to any requests reasonably requested by such party regarding such
construction and any other requests of such party.
13. Prior to delivery of the New Premises to Tenant, Landlord is responsible for the removal of all debris
within the New Premises except debris created by Tenant or its contractors. On or before the New
Premises Commencement Date, upon Substantial Completion of construction, Landlord shall leave
the New Premises in a broom -clean condition.
EXHIBIT "B"
-3-
4931-5604-1764.6 30-16
SCHEDULE 1 to EXHIBIT "B"
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-1-
4931-5604-1764.6 30-1 7
TO:
Attention:
EXHIBIT "C"
NOTICE OF EXTENDED TERM DATES
DATE: , 20_
RE: First Amendment to Lease ("First Amendment") dated 2025, by
and among THE CITY OF NEWPORT BEACH, a California municipal corporation and charter
city ("Landlord"), RISK PLACEMENT SERVICES, INC., an Illinois corporation ("Tenant"),
concerning Suite 100 (the "New Premises"), located at 1201 Dove Street, Newport Beach,
California.
Dear Mr. [or Ms.]
In accordance with the First Amendment, Landlord wishes to advise and/or confirm the following:
1. That the Tenant is in possession of the New Premises and Tenant acknowledges that
under the provisions of the First Amendment, the Extended Term commenced as of _
20_ and shall expire on
2. That in accordance with the First Amendment, monthly Base Rent for the Extended Term
commenced to accrue on 20 .
AGREED AND ACCEPTED:
TENANT:
a
By:
Print Name:
Title:
By:
Print Name:
Title:
EXHIBIT "C"
-1-
4931-5604-1764.6 30-18
RIDER NO. 4
WAIVER OF RELOCATION BENEFITS
This Rider No. 4 is made and entered into by and between the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("Landlord") and RISK PLACEMENT SERVICES, INC.,
an Illinois corporation ("Tenant"), as of the date of the First Amendment to Lease ("Amendment") between
Landlord and Tenant to which this Rider No. 4 is attached. Landlord and Tenant hereby agree that,
notwithstanding anything contained in the Lease to the contrary, the provisions set forth below shall be
deemed to be part of the Lease and shall supersede any inconsistent provisions therein. All references in
the Lease (as amended) and in this Rider No. 4 shall mean the Lease (and all exhibits and riders attached
thereto), as amended and supplemented, including by this Rider No. 4. All capitalized terms not defined in
this Rider No. 4 shall have the same meaning as set forth in the Lease. This Rider No. 4 is effective as of
the New Premises Commencement Date.
Tenant acknowledges it has read and understands the following terms and knowingly and
voluntarily enters into the Amendment without coercion, undue influence or other inducement by Landlord
or any other person or entity.
STATUS OF POST -ACQUISITION TENANT.
(a) Landlord has informed Tenant that it acquired the Building in May 2023 for public
purposes, specifically the construction and development of a public project for a new police department
facility ("Public Facility"). Landlord hereby represents and warrants that Landlord will not begin
construction of the Public Facility until after the New Expiration Date as defined above in the Amendment and
Landlord hereby warrants that the construction will not result in Tenant being displaced or required to move from
the New Premises prior to the New Expiration Date. Landlord hereby expressly agrees and acknowledges
that Tenant shall not be relocated from the New Premises at any time during the Extended Term (as defined
in the Amendment) and shall have quiet possession of the New Premises throughout the Extended Term
until the New Expiration Date subject to the terms and conditions of the Lease (as amended by the
Amendment).
(b) The proposed Public Facility would involve demolition and new construction of the
subject Property and New Premises. Since potential federal, state, and local funding would be planned for
use in the Public Facility, the Relocation Law (defined herein) may apply to persons and businesses in
lawful occupancy at the time an application for funding is submitted for federal, state and/or local funding.
(c) Tenant enters into the Amendment in consideration of reduced rent and/or other
concessions for Landlord's extending the Lease Term. In entering into the Amendment, Tenant knowingly
and voluntarily waives any eligibility it has or may have for relocation payments or assistance under the
Relocation Law, which may include, without limitation, advisory assistance, payment for certain moving
expenses, business re-establishment expenses, and expenses incurred in searching for a replacement
business. Tenant understands that other businesses or persons in occupancy at the Property may be or
become eligible for such relocation assistance. Tenant agrees its status shall hereby be deemed and shall
remain as a post -acquisition tenant.
(d) After full consideration of the foregoing advisement and information, Tenant agrees
that:
(1) under the Relocation Law, including without limitation California
Government Code Section 7260(c)(2), Tenant is not and will not become a "displaced person", having
waived any and all rights to benefits or assistance under the Relocation Law; therefore, Tenant is not, and
shall not become, entitled to relocation assistance or benefits if Tenant moves from the New Premises for
whatever reason at any time; and
RIDER NO. 4
4931-5604-1764.6 30-19
(2) if for any reason Tenant shall ever be determined to be a
"displaced person", Tenant does hereby expressly, intentionally, and knowingly waive each and any claim
of entitlement to relocation assistance and/or benefits under the Relocation Law in connection with the
Tenant's occupancy of the New Premises under the Lease.
(e) Tenant represents, warrants, and agrees that it has not entered into any other
lease, assignment or any other agreement allowing any third party to occupy all or any part of the New
Premises. Tenant represents, warrants, and agrees that as of the date of this Amendment, other than
Tenant, no other person or entity has or will have any legal right to possess or occupy the New Premises,
excepting Tenant.
2. TENANT'S RELEASE AND WAIVER OF LANDLORD CITY OF NEWPORT BEACH.
Tenant is entering into the Amendment with Landlord and agrees that all rights or obligations that exist or
may arise out of the termination of Tenant's leasehold interest at some date in the future, whether for public,
private or any other purposes, include Tenant's intentional release and waiver of any and all rights to seek
remedies under the Relocation Law, to seek compensation for alleged severance damages, pre -
condemnation damages, alleged loss of business goodwill, or for costs, interest, attorneys' fees, and/or any
claim whatsoever that might arise out of or relate in any respect whatsoever directly or indirectly to the
termination of Tenant's leasehold interest by Landlord.
(a) Accordingly, Tenant acknowledges and agrees that should Landlord terminate
Tenant's leasehold interest such termination and the resulting move of Tenant's business and/or removal
of Tenant's personal property from the New Premises are non-compensable under the Relocation Law and
other federal and state laws related to Tenant's move of its business from the New Premises.
(b) Tenant fully, intentionally, knowingly and voluntarily waives, releases and
discharges Landlord (City of Newport Beach) and its appointed and elected officials, officers, directors,
employees, contractors, and agents (together "Indemnitees") from all and any manner of rights, demands,
liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether
known or unknown, whether now existing or hereinafter arising, which arise from or relate in any manner
to (i) the use of the New Premises for a public project or other public purposes or (ii) the relocation of any
of Tenant's business operations or the relocation of any person or persons, business or businesses, or
other occupant or occupants located on the New Premises, including the specific waiver and release of all
rights under the Relocation Law and/or payments that otherwise may be required under such state or
federal law.
(c) Tenant waives all rights to compensation for any interest in the business
operations at, on, or about the New Premises including, but not limited to, land and improvements, fixtures,
furniture, or equipment thereon, goodwill, severance damage, attorneys' fees or any other compensation
of any nature whatsoever.
(d) It is hereby intended that the release contained herein relates to both known and
unknown claims that Tenant and any person or entity claiming by or through Tenant may have, or claim to
have, against any of the Indemnitees with respect to the subject matter contained herein or the events
relating thereto. By releasing and forever discharging claims both known and unknown which are related
to or which arise under or in connection with, the items set out above, Tenant expressly waives any rights
under California Civil Code Section 1542 and any similar law of any state or territory of the United States
are expressly waived. Section 1542 reads as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR
RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM
OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR OR REL SED PARTY."
Tenant Initials:
RIDER NO. 4
4931-5604-1764.6 30-20
(e) In connection with the Amendment, and the above release and waiver, Tenant
acknowledges that it is aware that it and its attorneys may hereafter discover claims or facts or legal theories
in addition to or different from those which it know or believe to exist with respect to the claims released
herein, but that Tenant's intention hereby is to fully, finally and forever release and waive all such claims,
known or unknown, suspected or unsuspected, which do now exist, may exist or have existed in favor of
Tenant. In furtherance of such intention, Tenant's entering into the Amendment shall evidence Tenant's full
and complete release and waiver, notwithstanding the discovery or existence of any such additional claims,
facts, or legal theories under applicable laws or regulations or otherwise relating to the New Premises or
the termination of Tenant's leasehold interest and later move from the New Premises. Tenant acknowledges
and agrees that its waiver and release is an essential and material term to the Lease and that without it,
Landlord would not have consented to the Amendment. Tenant understands and acknowledges the
significance and consequences of these provisions under the Amendment.
(f) Tenant agrees, warrants and represents that it has carefully read the contents of
the Amendment and that, in executing the Amendment, Tenant does so with full knowledge of any right
which it may have, that it has received independent legal advice from its attorneys, or in the alternative,
knowingly has determined not to seek legal advice with respect to the matters set forth herein, and that
Tenant has freely signed this Amendment without relying on any agreement, promise, statement or
representation by or on behalf of any person or entity, including any and all Indemnitees, except as
specifically set forth in the Amendment.
(g) The statements, representations and recitals contained in the Lease are to be
considered contractual in nature and not merely recitations of fact. The Lease, the advisements herein, and
the above release and waiver shall be binding upon Tenant and its heirs, agents, successors, legal
representatives and assigns.
3. RELOCATION LAW DEFINITION. "Relocation Law" as used herein shall mean applicable federal,
state, and local laws and regulations, including without limitation (i) the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970 ("URA"), 42 U.S.C. 4601-4655, and the implementing
regulations at 49 CFR Part 24, (ii) the California Relocation Assistance Act, Government Code Section
7260, et seq. and the implementing regulations at Title 25, Section 6000, et seq. of the California Code of
Regulations, and (iii) any other applicable federal, state or local enactment, regulation or practice providing
for relocation assistance, benefits, or compensation for moving and for property interests (including without
limitation furnishings, fixtures and equipment, goodwill, and moving expenses).
RIDER NO. 4
4931-5604-1764.6 30-21
Attachment B
Office Lease Agreement
30-22
OFFICE LEASE AGREEMENT
1201 DOVE STREET
NEWPORT BEACH, CALIFORNIA
THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the 17{" day of June, 2021,
by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and RISK PLACEMENT
SERVICES, INC., an Illinois corporation ("Tenant"). Pursuant to the terms of this Lease, Landlord agrees to lease
the Premises (hereinafter defined) to Tenant and Tenant agrees to lease the Premises from Landlord. The Lease
includes the following exhibits and attachments: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses
and Taxes), Exhibit C (Work Letter), Exhibit D (Building Rules and Regulations), Exhibit E (Additional Provisions),
Exhibit F (Intentionally Omitted), Exhibit G (Statement of Tenant Regarding Lease Commencement), Exhibit H
(Asbestos Notification), Rider No. 1 (Extension Option Rider), Rider No. 2 (Fair Market Rental Rate), and Rider No. 3
(Options in General).
Basic Lease Information.
1.01 "Building" shall mean the building located at 1201 Dove Street, Newport Beach, California, which
Building is commonly known as 1201 Dove Street (the "Project"). As used herein, "Rentable Square Footage of
the Building" is deemed to be 82,867 square feet. "Property" shall mean the Building, any other buildings in the
Project and the parcel(s) of land on which they are located. "Common Areas" shall mean the portion of the Building
and Property that are designated by Landlord for the common use of tenants and others.
1.02 "Premises" shall mean the area shown on Exhibit A to this Lease. The Premises are located on the
second (2"d) floor of the Building and known as Suite 240. The "Rentable Square Footage of the Premises" is
deemed to be 2,812 square feet. The Premises were measured by Landlord in accordance with the Standard Method
for Measuring Floor Area in Office Buildings ANSI Z65.1 — 2017 Method B. The Premises shall not be subject to
measurement by either party. Subject to Landlord's security requirements, repairs made by Landlord to the Building,
and Sections 16 and 17 of the Lease, Tenant shall have access to the Premises, twenty-four hours per day, 365/366
days per year.
1.03 "Base Rent":
Period or Months of Term
Annual Base
Rent
Monthly Base
Rent
Monthly Base Rent per Rentable
S uare Foot of the Premises
1-12**
$107,980.80
$8,998.40*
$3.20
13-24
$111,355.20
$9,279.60
$3.30
25-36
$114,392.16
$9,532.68
$3.39
37-48
$118,104.00
$9,842.00
$3.50
49-60
$121,478.40
$10,123.20
$3.60
61-65
$125,190.24
$10,432.52
$3.71
*Subject to abatement as set forth in Section 1 of Exhibit E.
**Plus any partial month if any,at the beginning of the Lease Term.
1.04 "Tenant's Pro Rata Share": 3.39% (2,812 square feet within the Premises 1 82,867 square feet
within the Building). Tenant shall pay Tenant's Pro Rata Share of Taxes and Expenses in accordance with Exhibit B
of this Lease. Landlord may equitably recalculate Tenant's Pro Rata Share from time to time based upon the
remeasurement of the Building and to the extent permitted by tenant leases the remeasurement of spaces in the
Building.
1.05 "Base Year" for Taxes: 2021; "Base Year" far Expenses: 2021.
1.06 "Term": A period of sixty-five (65) full calendar months. The Term shall commence upon the date
that is the later of (the "Commencement Date") (a) October 1, 2021 or (b) fourteen (14) days following the
commencement of the Early Entry Period (as defined in Section 2.01 below), and shall expire on the date (the
"Expiration Date") immediately preceding the sixty-fifth (65th) monthly anniversary of the Commencement Date;
provided, however, that if the Commencement Date is a date other than the first (1 s1) day of a month, the Expiration
Date shall be the last day of the month that is sixty-five (65) months after the month in which the Commencement
Date falls, unless extended or earlier terminated pursuant to this Lease, . Tenant shall have one (1) option to extend
the Term for an additional period of three (3) years, pursuant to and in accordance with the terms and conditions of
Rider No. 1, Rider No. 2 and Rider No. 3 attached hereto.
1.07 "Security Deposit": Waived.
1.08 "Broker": CBRE on behalf of both Landlord and Tenant.
1.09 "Permitted Use": General office and administrative purposes.
1.10 "Notice Addresses":
1201 DOVE STREET
Risk Placement Services
C - 93:KrAEI.Yi1h
30-23
Landlord:
AG DOVE OWNER, L.P.
c/o Lincoln Property Company
19600 Fairchild Road, Suite 100
Irvine, California 92612
Attention: Property Manager, 1201 Dove
Tenant:
Prior to Lease Commencement:
Risk Placement Services, Inc.
2850 Golf Road
Rolling Meadows, Illinois 60008
Attention: President
After Lease Commencement:
Risk Placement Services, Inc.
1201 Dove Street, Suite 240
Newport Beach, California 92660
Attention: President
1.11 "Landlord Work" means the work that Landlord. is obligated to perform in the Premises pursuant to
the separate work letter agreement (the "Work Letter") attached to this Lease as Exhibit C.
1.12 "Parking": Tenant shall purchase a total of twelve (12) parking passes for unreserved parking
spaces. The monthly cost during the Term for unreserved spaces shall be as follows (collectively, the "Parking
Fee"): (a) $0.00 for the first thirty-six (36) full calendar months on the initial Term; (b) $45.00 per unreserved parking
space per month for the thirty-seventh (37) full calendar month through the end of the initial Term; and (c) Landlord's
prevailing rate thereafter, subject to the payment of Expenses attributable to the parking areas and to the provisions
set forth in Section 28. In addition, subject to availability as determined by Landlord from time to time, Tenant may
purchase on a month -to -month basis up to seven (7) additional parking passes for unreserved spaces at the
applicable Parking Fee specified above. In the event such seven (7) additional parking passes for unreserved spaces
are not available in the Building's parking areas, Landlord agrees to use commercially reasonable efforts to determine
whether any unreserved spaces are available for Tenant to purchase on a month -to -month basis at any property then
owned by Landlord's affiliates that are in close proximity to the Building. Tenant agrees to pay for such parking
passes as Additional Rent (defined in Section 3) under the Lease. Except as set forth in this Section 1.12 and
Section 28 herein, the purchase of such parking passes shall be subject to the Rules and Regulations as set forth in
Exhibit D to the Lease. Notwithstanding the above, Landlord shall provide, at Tenant's cost, all of Tenant's employees
that work at the Premises with access cards and/or parking badges as Tenant will be working off of a rotational
program at the Premises. For example, if Tenant has thirty (30) employees on a rotational program at the Premises,
then all thirty (30) employees will be provided the appropriate access cards and/or parking badges, but Tenant will
only utilize the number of parking spaces that Tenant is leasing pursuant to this Section 1.12 above on a daily basis.
1.13 "Guarantor": None.
2. Adjustment of Commencement Date; Possession.
2.01 Notwithstanding anything to the contrary contained herein, Tenant shall have the right to install its
furniture, fixtures, furnishings and equipment (including, without limitation, data cabling, telephones and IT equipment
and related cabling, security, audio visual and printing equipment, and furniture systems) and otherwise readying the
Premises for Tenant's use and occupancy during the period (the "Early Entry Period") from the date of Substantial
Completion of the Landlord Work (as both such terms are defined in Exhibit B attached hereto) until the
Commencement Date, provided that all of the terms and conditions of this Lease shall apply during the Early Entry
Period, except that Tenant's obligation to pay Base Rent and Tenant's Pro Rata Share of Expenses and Taxes shall
not apply during the Early Entry Period. It is understood that Tenant will have a fourteen (14) day time period after
Landlord achieves Substantial Completion to cause the installation of its items provided above, and Substantial
Completion shall not be deemed to have been achieved nor shall Tenant's fourteen (14) day period herein commence
unless and until all of the flooring (including all carpeting) has been installed in the Premises. The estimated start
date for the Early Entry Period is October 1, 2021 ("Target Start Date"). Landlord's failure to Substantially Complete
the Landlord Work by the Target Start Date shall not be a default by Landlord or otherwise render Landlord liable for
damages or change the Commencement Date, but the commencement date of the Early Entry Period shall be
delayed until the date of Substantial Completion of the Landlord Work (as such date may be adjusted as provided in
this Section 2.01). If Landlord is delayed in causing Substantial Completion of the Landlord Work as a result of the
acts or omissions directly attributable to Tenant, the Tenant Related Parties (defined in Section 13) or their respective
contractors or vendors, including, without limitation, Tenant's failure to comply with any of its obligations under this
Lease (including, without limitation, the Work Letter attached hereto as Exhibit C) (each a "Tenant Delay"), the
Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been
expected to Substantially Complete the Landlord Work absent any Tenant Delay. Any Tenant Delay asserted by
Landlord will require one (1) business day's prior written notice to Tenant's space planner/project manager before
same shall be considered a Tenant Delay. It is further understood and agreed that if for any reason the
Commencement Date occurs pursuant to the terms of this Lease on a day other than the first (1 31) day of a calendar
month, the period commencing on the Commencement Date and ending on the last day of the calendar month in
which the Commencement Date occurs shall be an initial stub period which shall be added to the initial Term and
Tenant shall pay all Rent (defined in Section 3 below) and other charges with respect to such stub period (on a
prorated basis as referenced in Section 3 below) at the same rate applicable to the first (1s') full calendar month of
this Lease (ignoring any abatement pursuant to Section 1 of Exhibit E). Following such stub period and commencing
as of the first (151) day of the first (Is') full calendar month following the month in which the Commencement Date
occurs, Tenant shall commence the payment of Rent and other charges payable hereunder as if the initial Term had
actually commenced on such date. The use of the stub period described above is intended to provide for ease of
administration and calculation of all amounts owed hereunder, it being agreed that all rental adjustments will be
determined as of the first (151) day of a calendar month and the Term of the Lease will end as of the last day of a
calendar month (unless earlier terminated pursuant to the terms hereof). The delay in the performance by Tenant
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hereunder shall not be deemed to be a Tenant Delay if such delay arises from any cause beyond the reasonable
control of Tenant or Tenant's contractors and suppliers, including without limitation delays caused by weather
conditions, labor or material shortages.
2.02 Subject to Landlord performing any required Landlord Work as provided in the Work Letter and
Landlord's ongoing obligations in this Lease, the Premises are accepted by Tenant in "AS IS" condition and
configuration without any representations or warranties by Landlord.
2.03 Promptly following the determination of the Commencement Date, the parties shall enter into a
Commencement Date Agreement prepared by Landlord setting forth the actual Commencement Date and expiration
dates. The form of Commencement Date Agreement is attached hereto as Exhibit G.
3. Rent. Upon execution of this Lease, Tenant shall pay to Landlord the sum of $8,998.14 constituting Base
Rent due and payable by Tenant for the first full calendar month of the Term for which Rent is payable hereunder.
Tenant shall pay Landlord, without any setoff or deduction (except as expressly provided in the Lease) all Base Rent
and Additional Rent for the Term (collectively referred to as "Rent") when due. "Additional Rent" means all sums
(exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease, including, without limitation,
payments for insurance, repairs and parking and Tenant's Pro Rate Share of Taxes and Expenses. Tenant shall pay
and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by
Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first
day of each calendar month without notice or demand. All other items of Rent shall be due and payable by Tenant
on or before 30 days after billing by Landlord. All Rent payable by Tenant hereunder shall be paid to Landlord in
lawful money of the United States of America, by check or wire transfer made payable to the entity constituting
Landlord hereunder and sent to the address designated in Section 1.10 of the Basic Lease Information, or to such
other location or address as Landlord may designate from time to time. Tenant shall pay Landlord an administration
fee equal to b% of all past due Rent. In addition, past due Rent shall accrue interest at 5% per antrum (or the
maximum rate legally permissible, whichever is less). Notwithstanding the foregoing, Tenant shall be entitled to
notice and the expiration of a five (5) day cure period prior to imposition of any late charge or interest charge under
this Section 3 one (1) time per calendar year; after such written notice has been provided to Tenant in a calendar
year, Tenant shall not be entitled to any further notice prior to imposition of a late charge or interest under this
Section 3 in such calendar year. Rent for any partial month during the Term shall be prorated. No endorsement or
statement on a check or letter accompanying payment shall be considered an accord and satisfaction. 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.
4. Compliance with Laws; Use. The Premises shall be used for the Permitted Use and for no other use
whatsoever. From and after the Commencement Date, Tenant shall occupy the Premises in compliance with all
applicable laws, ordinances, codes, rules, regulations, orders, and other lawful requirements ("Laws") provided that
Tenant shall not be obligated to make any structural or capital changes to, modifications of or repairs required by any
such Laws, unless such arise expressly due to Tenant's unique and specific use and occupancy of the Premises and
not from the mere use of same for general office purposes or Tenant undertaking any Alterations following the
Commencement Date that are atypical for general office use. As of the Commencement Date, to Landlord's actual
knowledge, Landlord represents to Tenant that the Common Areas of the Building and the Premises will be in full
compliance with all applicable Laws associated with construction, operation, use and maintenance of the Common
Areas of the Building and the Premises, for the Permitted Use; provided, however, if such representation is not true,
Landlord shall remedy the same at Landlord's sole cost and expense and not as a cost included in Expenses.
Pursuant to Section 1938 of the California Civil Code, Landlord hereby advises Tenant that the Premises has not
undergone an inspection by a certified access specialist (a "CASp") and no representations are made with respect
to compliance with accessibility standards. Further, pursuant to Section 1938 of the California Civil Code, Landlord
notifies Tenant of the following: "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." Therefore and notwithstanding anything to the contrary
contained in this Lease, Landlord and Tenant agree that (a) Tenant may, at its option and at its sole cost, cause a
CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction -
related accessibility standards under state law, (b) the parties shall mutually coordinate and reasonably approve of
the timing of any such CASp inspection so that Landlord may, at its option, have a representative present during such
inspection, and (c) Tenant shall be solely responsible for the cost of making any repairs necessary to correct
violations of Tenant's construction -related accessibility standards within the Premises. Tenant shall comply with the
Rules and Regulations of the Building attached as Exhibit D and such other reasonable rules and regulations adopted
by Landlord from time to time. Landlord shall not discriminate in its enforcement of any such rules and regulations.
In the event of any conflict between the terms of the Lease and the terms of any such rules and regulations, the terms
of the Lease shall control.
Security Deposit. Intentionally Deleted.
6. Building Services. Landlord shall furnish Tenant with the following services: (a) hot and cold water for
lavatories, toilets, water fountains and any breakroom or kitchen in or appurtenant to the Premises; (b) customary
heat and air conditioning in season from 8:00 A.M. to 6:00 P.M., Monday through Friday and if Tenant delivers a
written request to Landlord at least twenty-four (24) hours in advance 8:00 A.M. to 12:00 P.M. Saturdays (excepting
nationally recognized holidays, which currently include New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day) (collectively, the "Building Service Hours"),
and Tenant shall have the right to receive HVAC service during hours other than the Building Service Hours by paying
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Landlord's then standard charge for additional HVAC service with a two (2) hour minimum and providing such
reasonable prior notice as is specified by Landlord; (c) standard janitor service; (d) passenger elevator service; and
(e) Building standard electricity for general office purposes. Electricity used by Tenant in the Premises shall, at
Landlord's option, be paid for by Tenant either: (i) through inclusion in Expenses (except as provided for excess
usage); (6) by a separate charge payable by Tenant to Landlord; or (iii) by separate charge billed by the applicable
utility company. Landlord's failure to furnish, or any interruption, diminishment or termination of, services due to the
application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility
interruptions or the occurrence of an event of Force Majeure (defined in Section 27.02) 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.
An "Abatement Event" shall be defined as an event that prevents Tenant from using the Premises or any portion
thereof, as a result of any failure to provide Landlord required services or access to the Premises, where (a) such
event Is within Landlord's reasonable control, (b) Tenant does not actually use the Premises or such portion thereof,
and (c) such event is not caused by the negligence or willful misconduct of Tenant, its agents, employees or
contractors. Tenant shall give Landlord notice ("Abatement Notice") of any such Abatement Event, and if such
Abatement Event continues beyond the Eligibility Period (as that term is defined below), then the Base Rent and
Tenant's Pro Rata Share of Expenses and Taxes and Tenant's obligation to pay the Parking Fee shall be abated
entirely or reduced, as the case may be, after expiration of the Eligibility Period for such time that Tenant continues
to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable
area of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable
area of the Premises; provided, however, in the event that Tenant is prevented from using, and does not use, a
portion of the Premises for a period of time in excess of the Eligibility Period and the remaining portion of the Premises
is not sufficient to allow Tenant to effectively conduct its business therein, and if Tenant does not conduct its business
from such remaining portion, then for such time after expiration of the Eligibility Period during which Tenant is so
prevented from effectively conducting its business therein, the Base Rent and Tenant's Pro Rata Share of Expenses
and Taxes and Tenant's obligation to pay Parking Fee for the entire Premises shall be abated entirely for such time
as Tenant continues to be so prevented from using, and does not use, the Premises. If, however, Tenant reoccupies
any portion of the Premises during such period, the Base Rent and Tenant's Pro Rata Share of Expenses and Taxes
and Tenant's obligation to pay the Parking Fee allocable to such reoccupied portion, based on the proportion that the
rentable area of such reoccupied portion of the Premises bears to the total rentable area of the Premises, shall be
payable by Tenant from the date Tenant reoccupies such portion of the Premises. The term "Eligibility Period" shall
mean a period of five (5) consecutive business days after Landlord's receipt of any Abatement Notice(s). Such right
to abate Base Rent and Tenant's Pro Rata Share of Expenses and Taxes and Tenant's obligation to pay the Parking
Fee shall be Tenant's sole and exclusive remedy under this Lease and at law or in equity for an Abatement Event. If
a fire or other casualty results in Tenant's inability to use the Premises or a portion thereof, the terms and conditions
of Section 16 of the Lease shall apply rather than this Section 6.
If Tenant uses water, electricity, heat or air conditioning in excess of the Building standard level of services supplied
by Landlord pursuant to the terms hereof, or if Tenant's consumption of electricity shall exceed Building standard
electrical consumption as referenced in subsection 6(e) above, Tenant shall pay to Landlord, upon billing, the cost of
such excess consumption, the cost of the installation, operation, and maintenance of equipment which is installed in
order to supply such excess consumption, and the cost of the increased wear and tear on existing equipment caused
by such excess consumption. In order to measure the amount of electricity provided to the Premises, Landlord may,
at its sole discretion and at Landlord's sole cost and expense, install devices to separately meter Tenant's electrical
consumption. if Tenant desires to use heat, ventilation or air conditioning during hours other than those for which
Landlord is obligated to supply such utilities pursuant to the terms of this Section 6, Tenant shall give Landlord such
prior notice, if any, as Landlord shall from time to time establish as appropriate, of Tenant's desired use in order to
supply such utilities, and Landlord shall supply such utilities to Tenant at such hourly cost to Tenant (which shall be
treated as Additional Rent) as Landlord shall from time to time establish. The current hourly cost, which is subject to
increase in Landlord's reasonable discretion, is Sixty -Five Dollars ($65.00) per hour per zone within the Premises.
The provisions of this section shall not apply to any supplemental HVAC units installed by or on behalf of Tenant
within the Premises (e.g., Liebert units), and Tenant shall be solely responsible for the operation, maintenance, repair
and replacements of such supplemental HVAC units. All such supplemental HVAC units installed within the Premises
shall be separately submetered for electricity at Tenant's expense, and Tenant shall pay to Landlord the cost of the
electricity consumed by such units as Additional Rent.
Landlord shall also maintain and repair all Common Areas including fire and life safety systems servicing the
Premises and Building.
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, upon request by Landlord or Landlord's
lender, deliver and/or disclose information regarding the consumption of any separately metered 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 any separately metered utilities at the Premises as may be requested
or required from time to time to comply with Energy Regulations.
During the Term of this Lease, or any extensions thereof, as a benefit to the tenants of the Property, Landlord may
elect to provide certain amenities at the Project for use by tenants and their employees (with any such offerings
collectively being referred to as the "Amenities"). For example, Amenities may include a conference center (the
"Conference Center"), a fitness center (the "Fitness Center") and food service. Landlord shall have the right (a) to
determine and/or alter the size and location of such Amenities and the type of equipment provided, (b) subject to the
cap on Controllable Expenses set forth in Section 2 of Exhibit E, to include in Expenses all management, operation,
maintenance, repair and equipment replacement costs related to the Amenities (including, without limitation, a market
rent amount for the rentable square footage of the Amenities; provided, however, that Landlord may not include a
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market rent for the Fitness Center or food service in Expenses to the extent Landlord is collecting rent from the
operator as to such particular Amenity space and Landlord may not include in Expenses the initial costs to construct
and fixturize any Amenity spaces), and (c) to include the rentable square footage of the Amenities in the common
area "add on" factor for all measurement purposes for the Project. Tenant shall pay Landlord's regular charge for
use of the Conference Center and for the cost of any special services related to Tenant's use of the Amenities,
e.g., long-distance phone calls, catering, set up or take down and cleaning costs, after-hours HVAC service (with a
two (2) hour minimum), personal training services, etc. ("Special Amenity Services"). Tenant must schedule use
of the Conference Center with Landlord in advance, and Tenant's use thereof shall be subject to availability and
governed by Landlord's commercially reasonable rules and regulations for the Conference Center that are then in
effect. Costs to maintain and operate the Amenities shall be included in Expenses. Tenant acknowledges and agrees
that Tenant's and any Tenant Party's use of the Amenities is voluntary and, in consideration of the use of the
Amenities, shall be undertaken by Tenant and such Tenant Party at its sole risk. Neither Landlord nor Landlord's
officers, directors, managers, servants, agents and/or employees (collectively, the "Released Parties") shall be liable
for any claims, demands, injuries, damages, actions or causes of action whatsoever arising out of or connected with
Tenant's and any Tenant Party's use of the Amenities and their facilities and services. TO THE EXTENT PERMITTED
BY LAWS, TENANT DOES HEREBY EXPRESSLY FOREVER WAIVE, RELEASE AND DISCHARGE THE
RELEASED PARTIES FROM ANY AND ALL LIABILITY ARISING FROM ALL SUCH CLAIMS, DEMANDS,
INJURIES, DAMAGES, ACTIONS AND/OR CAUSES OF ACTION, INCLUDING LIABILITY FROM ALL ACTS OF
NEGLIGENCE ON THE PART OF THE RELEASED PARTIES. Further, as a condition to each person's use of any
Fitness Center, Tenant shall cause each person using the Fitness Centerto execute a release on Landlord's standard
form prior to such party's use of the Fitness Center. The waivers contained in this paragraph shall survive the
expiration or earlier termination of this Lease.
7. Landlord's Reservation of 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 28 and Exhibit D, 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.
8. Leasehold improvements. All improvements in and to the Premises, including any Alterations (defined
below) and any Landlord Work (collectively, "Leasehold Improvements") shall remain upon the Premises at the end
of the Term without compensation to Tenant. If Tenant will be required to remove any Alterations at the end of the
Term of the Lease (excluding original buildout which shall not be required to be removed), Landlord shall advise Tenant
of such at the time that Landlord grants its consent to such Alterations. Tenant shall have no obligation to remove any
of the initial Landlord Work (as defined in the Work Letter) made to the Premises.
Repairs and Alterations.
9.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in
need of maintenance or repair and shall promptly provide Landlord with notice of any such conditions. Tenant shall,
at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are non-structural in
nature. At Tenant's request, Landlord shall make any repairs to the Premises which are required of Tenant, at
Tenant's cost and expense (to be paid within 30 days after receipt of an invoice for same), including but not limited
to maintenance of all non-structural elements of the Premises. Landlord shall, at its sole cost and expense (as part
of Expenses to the extent allowed therein): (a) repair the structural components of the Building and Premises, and
the base Building mechanical systems of the Building and Premises, including but not limited to the roof, exterior
walls (including windows), HVAC, plumbing and electrical systems and fire and life safety systems; and (b) all
Common Areas including lobbies, rest rooms, hallways, elevators, parking areas, sidewalks, and curbs. 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 any similar or successor Laws now or hereinafter in effect.
9.02 Tenant shall not make alterations, repairs, additions or improvements or install any cable (collectively
referred to as "Alterations") without first obtaining the written consent of Landlord in each instance, which consent
shall not be unreasonably withheld, conditioned or delayed. In order to obtain such approvals, Tenant shall furnish
Landlord with plans and specifications; names of contractors acceptable to Landlord; required permits and approvals;
and evidence of contractor's and subcontractor's insurance in amounts reasonably required by Landlord and naming
Landlord as an additional insured. Any Alterations performed by or on behalf of Tenant shall be constructed in
accordance with Laws (including, without limitation, California Energy Code, Title 24). Tenant shall reimburse
Landlord for any sums paid by Landlord for third party examination of Tenant's plans for Alterations, such
reimbursement shall not exceed $1,000.00. In addition, Tenant shall pay Landlord a fee for Landlord's oversight and
coordination of any Alterations equal to 5% of the cost of the Alterations. Upon completion, Tenant shall furnish "as -
built" plans for Alterations, if available, completion affidavits and full and final waivers of lien. Notwithstanding
anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the
Premises (the "Cosmetic Alterations"), without Landlord's consent, provided that the aggregate cost of any such
Alterations does not exceed $50,000.00 in any twelve (12) month period, and further provided that such Cosmetic
Alterations do not (a) require any structural or other substantial modifications to the Premises, (b) require any
changes to, nor adversely affect, the systems and equipment of the Building (including, without limitation, the sprinkler
system), (c) require any permits, or (d) affect the exterior appearance of the Building. Tenant shall give Landlord at
least ten (10) business days prior notice of such Cosmetic Alterations, which notice shall be accompanied by
reasonably adequate evidence that such changes meet the criteria contained in this Section 9.02 for Cosmetic
Alterations.
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10. Entry by Landlord. Landlord may enter the Premises to inspector show the Premises to prospective tenants
during the last nine (9) months of the then current Term, 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 at least forty-eight (48) hours prior
written notice of entry. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement
or reduction of Rent. In connection with Landlord's entry in the Premises pursuant to this Section 10, Landlord agrees
to use its commercially reasonable efforts to cause as little interference with Tenant's use, occupancy and access to
the Premises as is reasonably possible.
11. Assignment and Subletting. Tenant shall not assign, sublease, transfer or encumber any interest in this
Lease or allow any third party to use any portion of the Premises (collectively or individually, a "Transfer") without
the prior written consent of Landlord, which consent may be withheld and/or conditioned in Landlord's reasonable
discretion if Landlord does not exercise its recapture rights. It is further understood that any renewal, extension or
modification of an existing sublease shall also require Landlord's prior written consent, which Landlord may withhold
in its reasonable discretion. Any attempted Transfer in violation of this Section shall, at Landlord's option, be void.
Within 15 business days after receipt of executed copies of the transfer documentation and such other information
as Landlord may request, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in
a form reasonably designated by Landlord; (b) refuse to consent to the Transfer; or (c) recapture the portion of the
Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, the Lease shall
automatically be amended to delete the applicable portion of the Premises effective on the proposed effective date
of the Transfer. Upon Landlord's consent to any Transfer, Tenant shall pay and continue to pay Landlord fifty percent
(50%) of any "Transfer Premium" (defined below), received by Tenant from the transferee. "Transfer Premium"
shall mean all rent, Additional Rent or other consideration payable by a Transferee in connection with a Transfer in
excess of the Base Rent, Taxes and Expenses payable by Tenant under this Lease during the term of the Transfer
and if such Transfer is for less than all of the Premises, the Transfer Premium shall be calculated on a rentable square
foot basis after deducting Tenant's costs of subleasing or assigning to include tenant improvement costs, leasing
commissions and legal fees. In no event shall any Transfer release or relieve Tenant from any obligation under this
Lease. Tenant shall pay Landlord a review fee of $1,000.00 for Landlord's review of any requested Transfer.
Additionally, Tenant shall reimburse Landlord for all reasonable out-of-pocket attorneys' fees and costs incurred by
Landlord with respect to any Transfer, whether consented to or not, not to exceed $1,500.00 per requested Transfer.
If Tenant is in Default (as defined below), Landlord may require that all sublease payments be made directly to
Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant's share of payments
received by Landlord. In no event shall any transferee under a Transfer be an entity or person (or is an affiliate of
any such entity or person) (1) with whom United States persons or entities are restricted from doing business under
regulations promulgated by OFAC or any anti -terrorism laws, such as the USA Patriot Act, or (2) who has been
charged with, or convicted of, any anti -money laundering laws, or would otherwise result in a violation of the internal
policies of Landlord or any of its direct or indirect owners, including any know your customer or similar policies.
The term "Affiliate" shall mean (a) any entity that is controlled by, controls or is under common control with,
Tenant or (b) any entity that merges with, is acquired by, or acquires Tenant through the purchase of stock or assets
where the net worth of the surviving entity as of the date such transaction is completed is not less than that of Tenant
immediately prior to the transaction calculated under generally accepted accounting principles. Notwithstanding
anything to the contrary contained in Section 11, an assignment or subletting of all or a portion of the Premises to an
Affiliate of Tenant, shall not be deemed a Transfer under Section 11, provided that Tenant notifies Landlord of any
such assignment or sublease at least ten (10) business days in advance and promptly supplies Landlord with any
documents or information requested by Landlord regarding such assignment or sublease or such affiliate, and further
provided that such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease.
An assignee of Tenant's entire interest in this Lease pursuant to the immediately preceding sentence may be referred
to herein as an "Affiliated Assignee." "Control," as used in this Section 11, shall mean the ownership, directly or
indirectly, of greater than fifty percent (50%) of the voting securities of, or possession of the right to vote, in the
ordinary direction of its affairs, of greater than fifty percent (50%) of the voting interest in, an entity.
12. Liens. Tenant shall not permit mechanic's or other liens to be placed upon the Property or Premises in
connection with any work purportedly done by or for the benefit of Tenant or its transferees. Tenant shall, within 15
business days of notice from Landlord, fully discharge any lien by settlement, by bonding or by insuring over the lien
in the manner prescribed by Laws. If Tenant fails to do so, Landlord may bond, insure over or otherwise discharge
the lien, and Tenant shall reimburse Landlord for any amount paid by Landlord in connection therewith, including,
without limitation, reasonable attorneys' fees.
13. Indemnity and Waiver of Claims. Except to the extent caused by the gross negligence or willful misconduct
of Landlord or any Landlord Related Parties, Tenant hereby waives all claims against and releases Landlord and its
trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (as defined herein)
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, suits, damages, penalties, claims,
actions, losses, 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 without limitation violations
of Laws) of Tenant and its trustees, members, principals, beneficiaries, partners, officers, directors, employees,
Mortgagees and agents (the "Tenant Related Parties") or any of Tenant's transferees, contractors or licensees.
Except to the extent caused by the gross negligence or willful misconduct of Landlord or any Landlord Related Parties
and subject to the waiver of subrogation set forth in Section 15 below, Landlord shall defend, indemnify, and hold
Tenant and Tenant Related Parties against and from any and all Claims by or on behalf of any person, entity, or
governmental authority occasioned by or arising out of (A) injuries occurring in the Common Areas or any other
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portion of the Project outside the Premises; or (B) any intentional act or negligence of Landlord or Landlord's agents
employees, or independent contractors.
14. Insurance.
14.01 Tenant shall obtain and maintain throughout the Term, at Tenant's sole cost and expense, the
following insurance ("Tenant's Insurance"):
(a) 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 Per Occurrence, $2,000,000 General Aggregate, $2,000,000
Personal and Advertising Injury — Per Occurrence, $2,000,000 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);
(b) 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 Alterations
made by Tenant to the Premises following the Commencement Date;
(c) Extra Expense, Loss of Income or PropertylBusiness 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 year loss of Rental Value, including Extra Expense as needed to
reduce the period of restoration after the loss;
(d) 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 bodily injury (each accident),
$1,000,000 bodily injury by disease (each employee), and $1,000,000 bodily injury by disease (policy limit), and
containing a waiver of subrogation endorsement in favor of Landlord;
(e) Commercial Automobile Liability insuring bodily injury and property damage arising from any
auto (including all owned, non -owned, leased and hired vehicles), with minimum combined single limit of liability of
$1,000,000 per accident; and
(f) With respect to any Alterations performed by Tenant within the Premises, Builder's Risk
insurance or an Installation Floater.
Notwithstanding anything to the contrary contained herein, the Original Tenant (and not any assignee, subtenant or
other transferee) may, subject to the provisions of this paragraph, fulfill any of its Property Insurance and Extra
Expense, Loss of Income or Property/Business Interruption Insurance obligations under Sections 14.01(b) and
(c) above respectively by self-insurance. Any self-insurance so maintained by Tenant shall be deemed to contain all
of the terms and conditions applicable to such insurance as required in this Section 14, including, without limitation,
a deemed waiver of subrogation; consequently, Landlord shall be treated, for all purposes, as if Tenant had actually
purchased such insurance from a third party. If Tenant elects to so self -insure, then with respect to any claims which
may result from incidents occurring during the Lease Term, such self-insurance obligation shall survive the expiration
or earlier termination of this Lease to the same extent as the insurance required hereunder would survive.
14.02 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 in Section 14.01(a) above shall (i) name Landlord (or its successors and assignees), the managing agent
and Landlord's lender as additional insureds, and (ii) contain an endorsement that the insurer waives its right to
subrogation as described in Section 15 below. 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. 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 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.
14.03 Landlord shall maintain all risk (also known as "special causes of loss form") property insurance
covering the full replacement cost of the Building and Project. The costs of all such insurance shall be included as
part of Expenses charged to Tenant, to the extent permitted by this Lease.
15. Subrogation. Notwithstanding anything to the contrary in this Lease, 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.
16. Casualty Damage. Landlord, by notice to Tenant within 60 days of the date of the fire or other casualty (a
"Casualty"), shall have the right to terminate this Lease if all or any part of the Premises is damaged to the extent
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that it cannot reasonably be repaired within 180 days after the date of the Casualty. If this Lease is not terminated,
Landlord shall promptly and diligently, restore the Premises, including the Landlord's Work (as provided in the Work
Letter) at Landlord's cost and expense. Such restoration shall be to substantially the same condition that existed
prior to the Casualty. Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant's Insurance with respect to any Alterations
performed by or for the benefit of Tenant following the Commencement Date; provided if the estimated cost to repair
such Alterations exceeds the amount of insurance proceeds received by Landlord from Tenant's insurance carrier,
the excess cost of such repairs shall be paid by Tenant to Landlord prior to Landlord's commencement of repairs, but
in no event sooner than 30 days following demand. Within 15 days of demand, Tenant shall also pay Landlord for
any additional excess costs related to any Alterations performed by or for the benefit of Tenant following the
Commencement Date that are determined during the performance of the repairs and that have been reasonably
approved in writing in advance by Tenant. Landlord shall not be liable for any inconvenience to Tenant, or injury to
Tenant's business resulting in any way from the Casualty or the repair thereof. During any period of time that all or
a material portion of the Premises is rendered untenantable as a result of a Casualty, the Rent shall abate for the
portion of the Premises that is untenantable and not used by Tenant. Notwithstanding the foregoing, and without
limiting Tenant's obligations, to pay to Landlord any cost of restoration in excess of the proceeds of Tenant's
Insurance related to any Alterations performed by or for the benefit of Tenant following the Commencement Date, in
the event that Landlord does not receive sufficient insurance proceeds to complete all required restoration work,
whether due to an uninsured Casualty, requirements of a Mortgagee, or otherwise, then Landlord shall have the right
to terminate this Lease by written notice to Tenant. The provisions of this Lease, including this Section 16, 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, the Building, the Property or the Project, and any Laws, 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 similar or successor
Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any
part of the Premises, the Building or the Property. If the Casualty occurs during the last year of the Term hereof and
if the remaining portion of the Premises will not be suitable for Tenant's use for more than thirty (30) days, Tenant
shall have the right to cancel this Lease by notice given to Landlord within thirty (30) days following the Casualty.
17. Condemnation. Either party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi -public use under Laws, 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 Property which would have a material adverse effect on Landlord's ability to profitably operate the remainder of
the Building. The terminating party shall provide written notice of termination to the other party within forty-five
(45) days after it first receives notice of the Taking. The termination shall be effective on the date the physical taking
occurs. All compensation awarded for a Taking, or sale proceeds, shall be the property of Landlord, except that
Tenant shall be entitled to claim, prove and receive in such proceedings such award as may be allowed it for loss of
business, relocation, and for Tenant's trade fixtures and personal property that are removable by Tenant at the end
of the Term of this Lease; provided that such award does not diminish the recovery available to Landlord. Tenant
hereby waives any and all rights it might otherwise have pursuant to Section 1266.130 of the California Code of Civil
Procedure, or any similar or successor Laws.
18. 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 5 days after written notice to Tenant, which
notice shall be in satisfaction of, and not in addition to, notice required by Laws ("Monetary Default"); (b) the failure
by Tenant to observe or perform according to the provisions of Section 4, 11, or 23 of this Lease where such failure
continues for more than 5 days after written notice to Tenant; or (c) Tenant's failure (other than a Monetary Default
and other than as provided in clause (b) above)) to comply with any term, provision, condition or covenant of this
Lease, if the failure is not cured within 30 days after written notice to Tenant, provided, however, if Tenant's failure to
comply cannot reasonably be cured within 30 days, Tenant shall be allowed additional time as is reasonably
necessary to cure the failure so long as Tenant commences to cure within 30 days and Tenant diligently pursues the
cure to completion. Any notice provided under this Section 18 shall be in satisfaction of, and not in addition to, any
notice required by Laws (including, without limitation, Section 1161 of the California Code of Civil Procedure).
19. Remedies.
19.01 Upon the occurrence of any Default under this Lease, whether enumerated in Section 18 or not,
Landlord shall have the option to pursue any one 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 18 or this Section 19, and waives any and all other notices or
demand requirements imposed by applicable law):
(a) 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:
0) The Worth at the Time of Award (as defined below) of the unpaid Rent which had
been earned at the time of termination;
(ii) The Worth at the Time of Award of the amount by which the unpaid Rent which
would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant
affirmatively proves could have been reasonably avoided;
(iii) The Worth at the Time of Award of the amount by which the unpaid Rent for the
balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves
could be reasonably avoided;
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(iv) Any other amount necessary to compensate Landlord for ail 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
(v) 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 (i) and (li) 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 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 (iii), 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 1 %;
(b) 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
(c) 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 19.01(a).
(d) Whether or not Landlord elects to terminate this Lease on account of any default by Tenant,
as set forth in this Section 19, Landlord shall have the right to terminate any and all subleases, licenses, concessions
or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in
Landlord's sole discretion, succeed to Tenant's interest in such subleases, licenses, concessions or arrangements.
In the event of Landlord's election to succeed to Tenant's interest in any such subleases, licenses, concessions or
arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest
in the rent or other consideration receivable thereunder.
(e) Following the occurrence of an event of default by Tenant beyond any applicable notice and
cure period and while such default continues, Landlord shall have the right to require that any or all subsequent
amounts paid by Tenant to Landlord hereunder, whether to cure the default in question or otherwise, be paid in the
farm of cash, money order, cashier's or certified check drawn on an institution acceptable to Landlord, or by other
means approved by Landlord, notwithstanding any prior practice of accepting payments in any different form.
(f) No re-entry or repossession, repairs, maintenance, changes, alterations and additions,
reletting, appointment of a receiver to protect Landlord's interests hereunder, or any other action or omission by
Landlord shall be construed as an election by Landlord to terminate this Lease or Tenant's right to possession, or to
accept a surrender of the Premises, nor shall same operate to release Tenant in whole or in part from any of Tenant's
obligations hereunder, unless express written notice of such intention is sent by Landlord to Tenant.
(g) Notwithstanding anything contained herein to the contrary and except as provided in
Section 22 below, neither party shall be liable to the other for consequential or other indirect damages of the other
(including, without limitation, lost profits, business interruption, loss of rents or other revenues, loss of business
opportunity, loss of goodwill or loss of use).
19.02 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.
19.03 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
AND LANDLORD HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY
JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE.
19.04 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.
19.05 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 8% of the cost of the work performed by Landlord.
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19.06 This Section 19 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.
19.07 Notwithstanding anything to the contrary set forth in this Lease, Landlord shall be in default in the
performance of any obligation required to be performed by Landlord pursuant to this Lease if Landlord fails to perform
such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord's failure to
perform; provided, however, if the nature of Landlord's obligation is such that more than thirty (30) days are required
for its performance, then Landlord shall not be in default under this Lease if it shall commence such performance
within such thirty (30) day period and thereafter diligently pursue the same to completion. Upon any such default by
Landlord under this Lease, Tenant may, except as otherwise specifically provided in this Lease to the contrary,
exercise any of its rights provided at law or in equity or set forth in this Lease.
20. 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 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 23 BELOW) OF WHOM TENANT HAS BEEN NOTIFIED HOLD
MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED
DEFAULT.
21. Relocation. Intentionally Deleted.
22. 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, such possession by Tenant shall
be deemed to be a month -to -month tenancy terminable on written thirty (30) day notice at any time, by either party.
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 (a) for the first three (3)
months of holdover, 150% of the Base Rent and 100% of the Additional Rent due for the period immediately preceding
the holdover and (b) following the first three (3) months of holdover, 200% of the Base Rent and 100% of the
Additional Rent due for the period immediately preceding the holdover. 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 Landlord provides Tenant with at least thirty (30)
days priorwritten notice that Landlord has a signed proposal or lease from a succeeding tenant to lease the Premises,
and if Tenant fails to surrender the Premises upon the later of (the "Consequential Damages Date") (i) the date of
expiration of such thirty (30) day period or (ii) the date of 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 to surrender
possession of the Premises to Landlord on or before the Consequential Damages Date, including any claims made
by any succeeding tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom.
23. 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 liens) now or subsequently arising upon the Premises,
the Building or the Property, and to renewals, modifications, refinancing and extensions thereof (collectively referred
to as a "Mortgage"); provided, however, that a condition precedent to such subordination as to any future Mortgages
shall be that Landlord obtains from the lender or other party in question a commercially reasonable subordination,
non -disturbance and attornment agreement in favor of Tenant. This clause shall be self -operative, but upon request
from the holder of a Mortgage (a "Mortgagee"), Tenant shall execute a commercially reasonable subordination, non -
disturbance and attornment agreement within 10 business days after receipt of a written request from Landlord. 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. Nothing contained herein
shall allow the financial terms to be changed or increased or Tenant's rights hereunder to be changed or diminished
hereunder. Tenant shall, within 10 business days after receipt of a written request from Landlord, execute and deliver
a commercially reasonable estoppel certificate to those parties as are reasonably requested by Landlord.
24. Financial Statements. At any time during the Term of this Lease (except in the event of sale or refinance
of the Project, no more frequently than once each calendar year), upon ten (10) business days prior written notice
from Landlord, Tenant agrees to provide Landlord with a current financial statement for Tenant and financial
statements for the two (2) years prior to the current financial statement year for Tenant. Such statements are to be
prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Tenant,
audited by an independent certified public accountant. Notwithstanding anything to the contrary in this Section 24,
Tenant shall have no obligation to provide its financial statements to Landlord when Tenant's financials are
consolidated with its parent company and the parent company's financial statements are publicly available.
25. 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. Each notice shall be deemed to 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, 3 days after notice is deposited in the U.S. mail
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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.
26. 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 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 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 (and Tenant hereby waives any rights it may have to notice under California
Civil Code sections 1980 et seq. with respect to such Tenant's Property). Notwithstanding the foregoing, Tenant
shall have no obligation at the expiration or earlier termination of the Lease Term (a) to remove any wiring or cabling
installed in the Premises, (b) to remove the Landlord Work (as defined in Exhibit C attached hereto) or (c) restore the
Premises to the condition that existed prior to the performance of the Landlord Work.
27, Miscellaneous
27.01 Costs and Expenses; No Waiver. If either party institutes a suit against the other for violation of or
to enforce any covenant, term or condition of this Lease, the prevailing party shall be entitled to all of its costs and
expenses, including, without limitation, reasonable attorneys' fees. 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.
27.02 Force Maieure. 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, epidemic, pandemic or
disease outbreak (including, without limitation, the COVID-19 virus), 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.
27.03 Transfer By Landlord. 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, Project, Property or 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, provided that the successor of Landlord has assumed the terms
of this Lease and agreed to be bound by such terms.
27.04 Submission of Lease: Claims By Brokers. 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. Tenant represents that it has dealt directly
with and only with the Broker as a broker 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.
27.05 Survival of Obligations. 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.
27.06 Quiet Enjoyment; Binding Covenants. Landlord covenants that Tenant, on paying the Rent, charges
for services and other payments herein reserved and on keeping, observing and performing all the other terms,
conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed,
shall, during the Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, conditions,
provisions and agreements hereof, and the rights of all Mortgagee, without interference by any persons lawfully
claiming by or through Landlord. The foregoing covenant is in lieu of any other covenant express or implied. 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.
27.07 Entire A reement. This Lease constitutes the entire agreement between the parties and supersedes
all prior agreements and understandings related to the Premises. This Lease may be modified only by a written
agreement signed by Landlord and Tenant.
27.08 Authority. Each individual executing this Lease on behalf of Tenant hereby represents and warrants
that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant has full right
and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do
so.
27.09 Confidentiality. Tenant and Landlord acknowledge that the content of this Lease and any related
documents are confidential information. Landlord and Tenant shall keep such confidential information strictly
confidential and shall not disclose such confidential information to any person or entity other than their respective
lenders, purchasers, brokers and financial, legal, and space planning consultants or as required by Law.
27.10 Asset Control and Anti -Terrorism Regulations. Neither Tenant nor any of its affiliates, nor any of
their respective brokers or other agents acting in any capacity in connection with the transactions contemplated by
this Lease, is or will be (a) conducting any business or engaging in any transaction or dealing with any person
appearing on the U.S. Treasury Department's OFAC list of prohibited countries, territories, "specifically designated
nationals" ("SDNs") or "blocked person" (each a `Prohibited Person") (which lists can be accessed at the following
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web address: http://www.ustreas.gov/offices/enforcement/ofac/), including the making or receiving of any
contribution of funds, goods or services to or for the benefit of any such Prohibited Person; (b) engaging in certain
dealings with countries and organizations designated under Section 311 of the USA PATRIOT Act as warranting
special measures due to money laundering concerns; (c) dealing in, or otherwise engaging in any transaction relating
to, any property or interests in property blocked pursuant to Executive Order No. 13224 dated September 24, 2001,
relating to "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism"; (d) a foreign shell bank or any person that a financial institution would be prohibited from
transacting with under the USA PATRIOT Act; or (e) engaging in or conspiring to engage in any transaction that
evades or avoids, or has the purpose of evading or avoiding, or attempting to violate, any of the prohibitions set forth
in (i) any U.S. anti -money laundering law, (ii) the Foreign Corrupt Practices Act, (iii) the U.S. mail and wire fraud
statutes, (iv) the Travel Act, (v) any similar or successor statutes, or (vi) any regulations promulgated under the
foregoing statutes. If at any time this representation becomes false, then it shall be considered a Default under this
Lease as to which there shall be no right to notice or an opportunity to cure, notwithstanding anything contained in
this Lease to the contrary, and Landlord shall have the right to immediately exercise all of the remedies set forth in
this Lease, including immediate termination of this Lease.
27.11 Compliance with Laws. Tenant shall not do anything or suffer anything to be done in or about the
Premises or Project which will in any way conflict with any Laws now in force or which may hereafter be enacted or
promulgated, including, without limitation, any such governmental regulations related to disabled access. At its sole
cost and expense, Tenant shall promptly comply with all applicable Laws (including the making of any alterations to
the Premises required by applicable Laws) which relate to (i) Tenant's specific use of the Premises, (ii) the Alterations
or any tenant improvements in the Premises after the Commencement Date, or (iii) the base Building, but, as to the
base Building, only to the extent such obligations are triggered by Tenant's Alterations, any tenant improvements
after the Commencement Date, or specific use of the Premises and not the mere use of the Premises for an office
use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or
local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety
standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, to
comply promptly with such standards or regulations as it relates to Tenant's specific use, and Landlord agrees to
comply with such standards or regulations as it relates to the Building and the Premises in general. The judgment of
any court of competent jurisdiction or the admission of Tenant in any judicial action, regardless of whether Landlord
is a party thereto, that Tenant has violated any of said governmental measures, shall be conclusive of that fact as
between Landlord and Tenant.
27.12 No Air Rights. No rights to any view orto light or air over any property, whether belonging to Landlord
or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises is temporarily
darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or
cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution
of Tenant's obligations under this Lease.
27.13 No Recording. Neither this Lease, nor any memorandum, affidavit or other writing with respect
thereto, shall be recorded or otherwise published by Tenant or by anyone acting through, under or on behalf of
Tenant.
27.14 Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of such term, provision or condition to persons
or circumstances other than those with respect to which it is invalid or unenforceable, shall not be affected thereby,
and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest
extent possible permitted by law.
27.15 Governing Law; WAIVER OF TRIAL BY JURY. This Lease shall be construed and enforced in
accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM,
LANDLORD AND TENANT HEREBY CONSENT TO (1) THE JURISDICTION OF ANY COMPETENT COURT
WITHIN THE STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY
CALIFORNIA LAW, AND (111) IN THE INTEREST OF SAVING TIME AND EXPENSE AND TO THE EXTENT
PERMITTED BY LAW, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN
RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP
OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR
INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY. IN THE EVENT LANDLORD
COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NONPAYMENT OF BASE RENT OR
ADDITIONAL RENT, TENANT SHALL NOT INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR
DESCRIPTION (UNLESS SUCH COUNTERCLAIM SHALL BE MANDATORY) IN ANY SUCH PROCEEDING OR
ACTION, BUT SHALL BE RELEGATED TO AN INDEPENDENT ACTION AT LAW.
27.16 Building Renovations. It is specifically understood and agreed that Landlord has made no
representation or warranty to Tenant and has no obligation and has made no promises to alter, remodel, improve,
renovate, repair or decorate the Premises, Building, or any part thereof and that no representations respecting the
condition of the Premises or the Building have been made by Landlord to Tenant except as specifically set forth
herein or in the Work Letter. However, Tenant hereby acknowledges that Landlord is currently renovating or may
during the Lease Term renovate, improve, alter, or modify (collectively, the "Renovations") the Project, the Building
and/or the Premises including without limitation the parking structure, common areas, systems and equipment, roof,
and structural portions of the same, which Renovations may include, without limitation, (i) installing sprinklers in the
Building's Common Areas and tenant spaces, (ii) modifying the common areas and tenant spaces to comply with
applicable laws and regulations, including regulations relating to the physically disabled, seismic conditions, and
building safety and security, and (iii) installing new floor covering, lighting, and wall coverings in the Building's
Common Areas, and in connection with any Renovations, Landlord may, among other things, erect scaffolding or
other necessary structures in the Building, limit or eliminate access to portions of the Project, including portions of
the common areas, or perform work in the Building, which work may create noise, dust or leave debris in the Building.
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Tenant hereby agrees that such Renovations and Landlord's actions in connection with such Renovations shall in no
way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord agrees to use
its commercially reasonable efforts to cause as little interference with Tenant's use, occupancy and access to the
Premises as is reasonably possible in connection with any Renovations.
28. Parking.
28.01 Tenant's Parking Passes. During the Term of this Lease, Tenant shall purchase from Landlord, the
number of parking passes specified in the Basic Lease Information hereof for use by Tenant's employees in the
common parking areas for the Building within the Property, as designated by Landlord from time to time. Landlord
shall at all times have the right to establish and modify the nature and extent of the parking areas for the Building and
Property (including whether such areas shall be surface, underground and/or other structures) as long as Tenant is
provided the number of parking passes designated in the Basic Lease Information. In addition, Landlord may, in its
sole discretion, assign any unreserved and unassigned parking spaces, and/or make all or a portion of such spaces
reserved.
28.02 Visitor Parking Charges. In addition to such parking passes for use by Tenant's employees, Landlord
shall permit access to the parking areas for Tenant's visitors, subject to availability of spaces and payment (by
validation charges or otherwise) of daily visitor parking charges therefor as may be established and adjusted by
Landlord from time to time.
28.03 Parking Rules. The use of the parking areas shall be subject to any reasonable, non-discriminatory
rules and regulations adopted by Landlord and/or Landlord's parking operators from time to time, including any
system for controlled ingress and egress and charging visitors and invitees, with appropriate provision for validation
of such charges. Tenant shall not use more parking spaces than its allotment and shall not use any parking spaces
specifically assigned by Landlord to other tenants of the Building or Property or for such other uses as visitor parking.
Tenant's parking passes shall be used only for parking by vehicles no larger than normally sized passenger
automobiles or pick-up trucks. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant
or Tenant's employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other
than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities
described herein, including, without [imitation, parking in spaces designated as reserved spaces, illegal parking, and
any non-compliance with posted signage, then Landlord shall have the right, without notice to remove or tow away
the vehicle involved and charge the cost thereof to Tenant, which cost shall be immediately payable by Tenant upon
demand by Landlord.
29. Joint and Several Obligations. If more than 1 person executes this Lease as Tenant, their execution of
this Lease will constitute their covenant and agreement that (i) each of them is jointly and severally liable for the
keeping, observing and performing of all of the terms, covenants, conditions, provisions and agreements of this Lease
to be kept, observed and performed by Tenant, and (ii) the term "Tenant" as used in this Lease means and includes
each of them jointly and severally. The act of or notice from, or notice or refund to, or the signature of any 1 or more
of them, with respect to the tenancy of this Lease, including, but not limited to, any renewal, extension, expiration,
termination or modification of this Lease, will be binding upon each and all of the persons executing this Lease as
Tenant with the same force and effect as if each and all of them had so acted or so given or received such notice or
refund or so signed.
30. Counterparts; Electronic Delivery; Electronic Signatures. This Lease may be executed in one or more
counterparts, each of which shall constitute an original and all of which shall be one and the same agreement. The
parties may exchange counterpart signatures by facsimile or electronic transmission and the same shall constitute
delivery of this Lease with respect to the delivering party. if a variation or discrepancy among counterparts occurs,
the copy of this Lease in Landlord's possession shall control. The parties shall have the right to insert the name of
the people executing this Lease using an electronic signature (an "Electronic Signature"), and an Electronic
Signature shall be binding on such party as if this Lease had been originally executed by an ink signature.
31. Hazardous Substance Disclosure. To Landlord's actual knowledge as of the date of this Lease, the
Premises and the Building do not contain any Hazardous Materials (including, without limitation, asbestos) in violation
of any environmental laws in effect as of the date of this Lease. 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 Building are found
in the utility areas of the Building not generally accessible to Building occupants or the public. Many Building
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 Building may contain Hazardous Materials. The Building may from time to time be
exposed to tobacco smoke. Building occupants and other persons entering the Building from time to time may use
or carry prescription and non-prescription drugs, perfumes, cosmetics and other toiletries, and foods and beverages,
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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.
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Landlord and Tenant have executed this Lease as of the day and year first above written.
LANDLORD:
AG DOVE OWNER, L.P.,
a Delaware limited partnership
By: AG OC Portfolio GP, L.L.C.,
a Delaware limited liability company,
its general partner
By:
Name: Parke Miller
Title:
TENANT:
RISK PLACEMENT SERVICES, INC.,
an Illinois corporation
,,It01G S 1f�G!l18�
Bv• Jerome S.Hann er(Jun 21,20211051 CDT)
Name: Jerome 5. Hanner
Title: Vice President
By:
Name: Cara Richardson
Title:
Vice President Sourcing
36-3110841
Tenant's Tax ID Number (FEIN)
S-1
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EXHIBIT A
OUTLINE AND LOCATION OF PREMISES
Exhibit A is intended only to show the general layout of the Premises as of the beginning of the Term of this Lease.
It does not in any way supersede any of Landlord's rights with respect to arrangements and/or locations of public
parts of the Building and changes in such arrangements and/or locations. It is not to scale; any measurements or
distances shown should be taken as approximate.
EXHIBIT A 1201 DOVE STREET
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EXHIBIT B
EXPENSES AND TAXES
This Exhibit is attached to and made a part of the Lease by and between AG DOVE OWNER, L.P., a
Delaware limited partnership ("Landlord") and RISK PLACEMENT SERVICES, INC., an Illinois corporation
("Tenant") for space in the Building located at /1201 Dove Street, Newport Beach, California.
Payments.
1,01 Subject to Controllable Expenses as defined in Exhibit E, Tenant shall pay Tenant's Pro Rata Share
of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses
for the Base Year (the "Expense Excess") and also the amount, if any, by which Taxes (defined below) for each
calendar year during the Term exceed Taxes for the Base Year (the "Tax Excess"). If Expenses or Taxes in any
calendar year decrease below the amount of Expenses or Taxes for the Base Year, Tenant's Pro Rata Share of
Expenses or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a
good faith estimate of the Expense Excess and of the Tax Excess for each calendar year during the Term. On or
before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one -twelfth of Tenant's
Pro Rata Share of Landlord's estimate of both the Expense Excess and Tax Excess. After its receipt of the revised
estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant
with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to
pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new
estimate. The failure of Landlord to timely furnish any such statement for any year shall not preclude Landlord from
enforcing its rights to collect any Expense Excess or Tax Excess under this Section.
1.02 As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a
statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar
year. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than the actual
Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide
Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due,
provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to
Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for
the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such
prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any
underpayment for the prior calendar year.
Expenses.
2.01 "Expenses" means all costs and expenses incurred in each calendar year in connection with
operating, maintaining, repairing, and managing the Project and the Property. Expenses include, without limitation:
(a) all labor and labor related costs, including wages, salaries, bonuses, taxes, insurance, uniforms, training,
retirement plans, pension plans and other employee benefits; (b) management fees; (c) the cost of equipping, staffing
and operating an on -site and/or off -site management office forthe Project, provided if the management office services
1 or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such
management office(s) shall be equitably prorated and apportioned between the Building and/or the other buildings or
properties within or outside the Property, as applicable; (d) accounting costs; (e) the cost of services; (f) rental and
purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity, gas
and other utility costs; (i) an administration and overhead fee Q) a property management fee, (k) the cost of
landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and
maintenance of the Property, or any portion thereof, (1) operation, repair, maintenance, renovation, replacement and
restoration of all systems and equipment and components thereof of the Property, (m) the cost of janitorial, alarm,
security and other services, (n) payments under any easement, license, operating agreement, declaration, restrictive
covenant, or instrument pertaining to the sharing of costs by the Property; (o) costs of any additional services not
provided to the Property as of the Commencement Date but which are thereafter provided by Landlord in connection
with its prudent management of the Property; and (p) the amortized cost of capital improvements (as distinguished
from replacement parts or components installed in the ordinary course of business) made subsequent to the Base
Year. The cost of capital improvements shall be amortized by Landlord overthe lesser of the Payback Period (defined
below) or the useful life of the capital improvement as reasonably determined by Landlord. The amortized cost of
capital improvements may, at Landlord's option, include actual or imputed interest at the rate that Landlord would
reasonably be required to pay to finance the cost of the capital improvement. "Payback Period" means the
reasonably estimates, period of time that it takes for the cost savings resulting from a capital improvement to equal
the total cost of the capital improvement. Landlord, by itself or through an affiliate, shall have the right to directly
perform, provide and be compensated for any services under this Lease. If Landlord incurs Expenses for the Building,
the Project or the Property together with 1 or more other buildings or properties, whether pursuant to a reciprocal
easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably
prorated and apportioned between the Building, the Project and the Property, and the other buildings or properties.
Expenses for the Base Year shall not include market -wide cost increases (including utility rate increases) due to
extraordinary circumstances, including, but not limited to, Force Majeure, boycotts, strikes, conservation surcharges,
embargoes or shortages, or amortized costs.
2.02 The term "Expenses" shall specifically exclude the following: (a) depreciation of the Building or any
personal property or equipment installed in the Building; (b) interest on, and amortization of, mortgages or deeds of
trust; any rents under any ground or other leases; (c) costs of maintaining Landlord's corporate existence; franchise
and income taxes of Landlord; (d) any sums paid to any entity related to Landlord which is in excess of the amount
which would have been paid in the absence of such relationship; (e) compensation, salaries, wages and benefits of
any officers and/or personnel of Landlord above the level of general manager; (f) cost of leasehold/construction
improvements for Tenant or ary other tenants; (g) real estate/rental commissions, marketing and advertising costs,
and fees incurred in connection with the development and leasing of the Building; (h) legal costs, professional fees,
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court costs, and other expenses incurred in preparing, negotiating and executing leases, amendments and
terminations or in resolving any disputes with tenants or occupants or enforcing lease obligations; (i) auditing fees
other than auditing fees in connection with the preparation of statements required to reconcile Expenses; 0) cost of
any work or service performed for any tenant (including Tenant) at such tenant's cost; and/or charges for electricity,
HVAC, any other utilities or for janitorial or cleaning for which Landlord is entitled to reimbursement from any tenant
other than through Expenses; (k) services or benefits provided to some tenants but not to Tenant; (1) the costs of
developing the site or correcting defects in the original construction of the Building; (m) Expenses for which Landlord
is reimbursed by insurance, by its carriers or otherwise including costs for any repair or other work necessitated by
condemnation, fire or other casualty (other than the reasonable deductible under said policy); (n) costs to remove
asbestos or Hazardous Materials (as defined by all applicable environmental laws) from the Building; (o) management
fees in excess of five (5%) of the annual gross revenues for the Project; (p) costs to retrofit or reinforce the Building
or the Premises to comply with laws, rules, codes or regulation related to earthquake safety, flood control and/or
handicapped access that were in effect as of the Commencement Date; and (q) cost of any repair made by Landlord
to remedy damage caused by the negligence orwillful or intentional acts of Landlord, its agents, servants, contractors,
or employees, fines, late fees, interest or penalties incurred by Landlord.
2.03 If at any time during a calendar year (including, without limitation, the Base Year) the Building is not
at least 95% occupied or Landlord is not supplying services to at least 95% of the total Rentable Square Footage of
the Building, Expenses shall, at Landlord's option, be determined as if the Building had been 95% occupied and
Landlord had been supplying services to 95% of the Rentable Square Footage of the Building.
3. "Taxes" shall mean: (a) all real property taxes and other assessments on the Building, the Project and/or
Property, including, but not limited to, gross receipts taxes, assessments for special improvement districts and
building improvement districts, governmental charges, fees and assessments for police, fire, traffic mitigation or other
governmental service of purported benefit to the Property, taxes and assessments IoVied in substitution or
supplementation in whole or in part of any such taxes and assessments and the Property's share of any real estate
taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement
as to the Property; (b) all personal property taxes for property that is owned by Landlord and used in connection with
the operation, maintenance and repair of the Property; and (c) all costs and fees incurred in connection with seeking
reductions in any tax liabilities described in (a) and (b), including, without limitation, any costs incurred by Landlord
for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital
levy, capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of the Term during
which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted
and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained
for Taxes for the Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all subsequent years
shall be recomputed. Tenant shall pay Landlord the amount of Tenant's Pro Rata Share of any such increase in the
Tax Excess within 30 days after Tenant's receipt of a statement from Landlord.
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EXHIBIT C
WORK LETTER (TURD KEY NO CAP)
THIS WORK LETTER (the "Work Letter") is dated as of June 17, 2021, is attached to and made a part of that
certain Office Lease Agreement (the "Lease") by and between AG DOVE OWNER, L.P., a Delaware limited
partnership (the "Landlord") and RISK PLACEMENT SERVICES, INC., an Illinois corporation (the "Tenant"). The
terms, definitions, and other provisions of the Lease are hereby incorporated into this Work Letter by reference as if
set forth in full. In the event of any inconsistencies between this Work Letter, Tenant's Specifications (described in
Paragraph 3 below) and the provisions of the Lease, the provisions of the Tenant's Specifications shall control and
then the provisions of this Work Letter shall control. Capitalized terms used herein but not otherwise defined herein
shall have the meanings ascribed to such terms in the Lease.
IN CONSIDERATION OF the execution of the Lease and the mutual covenants and conditions hereinafter set forth,
Landlord and Tenant acknowledge and agree that the Premises will require certain construction to cause such
Premises to be ready for Tenant's use and occupancy.
1. BASE BuILDING. Included in the Premises, at Landlord's sole cost and expense, shall be the following:
• Complete all required demolition and demising in accordance with the Preliminary Plan.
• All Building electrical systems in good working order with electrical service into Tenant's Premises
reasonably adequate to support Tenant's plugs, lights, customary office equipment and office
copiers.
• HVAC equipment in good working order.
• Building standard automatic sprinkler system installed.
• All utility services must be brought to the Premises including water, heat, ventilation, air conditioning,
and electricity.
• Building standard window treatments in the Premises in new or excellent condition.
• All light fixtures, bulbs and ballasts shall be functioning and free of damage.
• All fire protection and life safety equipment within the Premises as required to meet current codes.
• Building access control system installed controlling after-hours access to the Building.
2. COMPLETION OF LANDLORD WORK: The Premises shall contain approximately 2,812 rentable square feet
located in the Building as is shown on the floor plan of the Building attached to the Lease and made a part thereof.
As used herein, "Land[ord Work" shall mean the completion of the Premises in accordance with the Preliminary
Plans (as defined below) so that the Premises shall be ready for Tenant's use and occupancy.
TEST FITS; FIELD VERIFICATION; PLANS:
(a) TEST FITS: Landlord's architect has previously prepared and submitted CAD drawings to Tenant
and its project manager. Landlord represents that the CAD drawings accurately represent the Premises and
accurately illustrate all existing structural columns, Building core/shell conditions within the Premises. Landlord has
caused its architect to prepare an initial "test fit" for the Landlord Work to be made to the Premises, which has been
approved by Tenant and Landlord and is attached hereto as Exhibit "C-1" ("Preliminary Plan"). The Preliminary
Plan has been prepared, at Landlord's expense, with input from Tenant's project manager. Landlord shall use
Tenant's Standard Finishes and Specifications (hereinafter called the "Tenant Specifications") to the extent set forth
on Exhibit "C-2" attached hereto. If Tenant Specifications are not noted to be used on the Preliminary Plan, Landlord
shall use Building -standard materials and specifications. In the event of any conflict between any specifications or
base building items of Landlord and the Tenant Specifications set forth on Exhibit "C-2" attached hereto, the Tenant
Specifications shall control.
(b) FIELD VERIFICATION. Within ten (10) days after execution of the Lease, Landlord shall cause
its architect to field verify the measurement of the Premises, to confirm all existing conditions within the Premises
and to provide Tenant with an accurate actual rentable square footage of the space within the Premises in accordance
with the American National Institute Publication ANSI Z65.1-2017 Method B as promulgated by the Building Owners
and Managers Association.
(c) CHANGES TO PLANS AND SPECIFICATIONS: No material changes shall be made by either party
in or to the Preliminary Plan approved by both parties unless such changes are first approved in writing by the other
party, which approval will not be unreasonably withheld, conditioned or delayed. Each party agrees to process the
approval for any requested change within three (3) business days after receipt of same. Upon receipt of any proposed
change from Tenant (a "Tenant Change"), Landlord shall also, within three (3) business days of receipt of same, cause
the Designated Contractor (as hereinafter defined) promptly to estimate the increased costs and the estimated delay in
completing the Landlord Work, if any, which would result from the proposed Tenant Change and shall report such
estimates to Tenant. Prior to Landlord implementing such Tenant Change, Tenant must agree, in writing, within three (3)
business days after delivery of the estimated cost and delay from Landlord, to pay for any increased costs associated
with such Tenant Change, and that any actual delay caused by such change shall constitute a Tenant Delay (as defined
in Article 2.01 of the Lease). No Tenant Change shall be deemed approved by Tenant unless and until Tenant shall have
notified Landlord in writing of Tenant's willingness to pay for such Tenant Change (if any increased cost is attributable to
same) and unless Tenant is willing to accept responsibility for the Tenant Delay, if any, which arises from such Tenant
Change. Tenant shall have the right to withdraw any requested change if Tenant is unwilling to pay for any such increased
costs or to accept responsibility for the Tenant Delay.
(d) TENANT DELAY AND FORCE MAJEURE. See Article 2.01 of the Lease.
EXHIBIT C
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4. CONSTRUCTION STANDARDS AND OBLIGATIONS: The Landlord Work shall be constructed by Landlord
and its contractors and representatives in a good and workmanlike manner and shall comply as of the
Commencement Date with all applicable laws, codes and requirements of the governmental authorities having
jurisdiction, including but not limited to the requirements of the Americans with Disabilities Act. Landlord shall have
the obligation to obtain all permits and governmental approvals required for completion of the Landlord Work and
shall maintain for inspection by Tenant copies of all approvals, permits, inspections, reports and other governmental
consents obtained by Landlord and shall provide Tenant with copies of same upon request.
5. SELECTION of CONTRACTORS: Landlord shall only use licensed contractors and subcontractors in the
construction of the Landlord Work. The general contractor selected by Landlord (subject to Tenant's reasonable
approval) shall be referred to herein as the "Designated Contractor". Landlord agrees to complete the Landlord
Work substantially in accordance with the Preliminary Plan by entering into a construction contract with the
Designated Contractor (the "Designated Contractor Agreement"). Upon Tenant's request Landlord shall promptly
provide Tenant with a copy of the Designated Contractor Agreement.
6. PROJECT SCHEDULE: Landlord has prepared a Project Schedule containing certain milestone
construction dates as those are shown on EXHIBIT "C-3" attached hereto that is reasonably acceptable to both parties
recognizing that the Target Start Date (as defined in Section 2.01 of the Lease) shall continue to be that date set forth
in the Lease, subject to Landlord delays, Tenant Delays and force majeure. Landlord shall provide Tenant with an
updated Project Schedule from time to time to the extent the milestone construction dates set forth thereon materially
change.
7. COSTS: The Landlord Work will be completed at a cost equal to the aggregate of all costs, expenses
and fees actually incurred by or on behalf of Landlord in connection therewith. Landlord will in no event charge
Tenant for any construction administration fees, supervisory fees, coordination fees or fees for overhead or profit in
the construction of the Landlord Work with respect to Landlord or its agents or employees involved in the construction
of the Landlord Work except for an a Tenant approved Tenant Change. In addition, during the construction of the
Landlord Work and Tenant's relocation to the Premises, Tenant shall not be charged for the use of elevators, hoists,
loading docks, parking lots and facilities or utilities.
8. MATERIALS: All construction of the Landlord Work (and the Base Building) shall use new (or other
such materials as specifically identified on the Preliminary Plan) materials, fixtures and equipment of good quality
which shall be in accordance with the Preliminary Plan. Tenant and any contractor or subcontractor constructing the
Landlord Work shall not be required to purchase building stocked materials or use building standard materials.
Notwithstanding anything contained herein to the contrary, Landlord shall have the right to substitute equal or better
quality materials or components when and if specified materials or components are not readily available, provided
that Landlord provides Tenant with prompt written notice of same.
CONSTRUCTION ACCESS By TENANT:
(a) AFTER LEASE EXECUTION: From and after the date that the Lease is executed by both parties,
Tenant and its agents (including contractors engaged by Tenant) shall have the right, at Tenant's own risk, expense
and responsibility, at all reasonable times to access the Premises and the Building to inspect the progress of
construction and to take measurements and perform other similar investigatory tasks if necessary so long as the
same does not interfere with the prosecution of the Landlord Work.
(b) IMMEDIATELY AFTER SUBSTANTIAL COMPLETION: See Section 2.01 of the Lease for Tenant's right
to enter the Premises following Substantial Completion. Landlord, as soon as reasonably possible during
construction, shall notify Tenant in writing of its anticipated date of Substantial Completion of the Landlord Work.
(c) CONDITIONS ON TENANT'S ACCESS: See Section 2.01 of the Lease for Tenant's right to enter the
Premises following Substantial Completion. Tenant's access to the Premises prior to the Commencement Date shall
require that (i) neither Tenant nor its contractors shall unreasonably interfere with or delay the work to be performed
by Landlord, (ii) Tenant uses contractors and workers reasonably compatible with the contractors and workers
engaged by Landlord, (iii) prior to any such work, Tenant delivers to Landlord a certificate of insurance for each of
Tenant's contractors evidencing reasonably adequate insurance coverage naming Landlord and Landlord's agent as
additional insureds, and (iv) notwithstanding anything to the contrary herein, such work, or the failure to complete
such work, shall not delay the Commencement Date. Landlord and Tenant agree to work together in harmony during
any periods of joint access to the Premises.
10. COMPLETION OF WORK; PUNCH LIST ITEMS:
(a) SUBSTANTIAL COMPLETION DEFINED. Landlord shall use commercially reasonable efforts to
Substantially Complete (as hereinafter defined) the construction of the Landlord Work in accordance with the
Preliminary Plan such that the Premises shall be ready for use and occupancy by Tenant on the Target Start Date,
subject to extension for delays as described in the Lease. "Substantial Completion" of the Landlord Work shall
mean that: (1) All of the Landlord Work shall have been completed in accordance with the Preliminary Plan (as may be
modified by change orders) except for Punch List Items and (2) all of the flooring (including all carpeting) to be installed
as part of the Landlord Work has been installed in the Premises.
(b) INSTALLATION OF TENANT'S FURNITURE, FIXTURES AND EQUIPMENT. See Section 2.01 of the
Lease for Tenant's right to enter the Premises following Substantial Completion.
(c) PUNCH LIST ITEMS. The term `Punch List Items" shall mean details of construction,
decoration, and mechanical adjustment which in the aggregate, are minor in character and do not materially interfere
with the Tenant's use or enjoyment of the Premises. Punch List Items shall be completed by Landlord within thirty
(30) days after Substantial Completion (together with such additional time as is reasonably required) and Landlord
shall be granted reasonable rights of access to the Premises after the Commencement Date for the purposes of
EXHIBIT C 1201 DOVE STREET
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completing such Punch List Items provided that Landlord shall use its reasonable efforts to cause as little interference
with Tenant's use and occupancy of the Premises as reasonably possible.
11. WARRANTIES: Landlord shall obtain industry standard guaranties and warranties from the Designated
Contractor for the Landlord Work. For so long as such warranties are in effect, Landlord will use commercially
reasonable efforts to enforce such guaranties and warranties from the Designated Contractor for the Landlord Work,
12. COOPERATION: Throughout the entire process of completing the construction of the Landlord Work,
each party shall cooperate with the other to provide promptly any additional information and details and shall respond
promptly to any requests reasonably requested by such party regarding such construction and any other requests of
such party.
13. REMOVAL of DEBRIS. Landlord is responsible for the removal of all debris within the Premises related
to the Landlord Work except debris created by Tenant or its contractors. On or before the, Commencement Date,
upon Substantial Completion of construction, Landlord shall leave the Premises in a broom -clean and serviceable
condition.
EXHIBIT C
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EXHIBIT "C-1"
PRELIMINARY PLAN
• New Flooring throughout - per Tenant provided spec sheet
• New Paint throughout - per Tenant provided spec sheet
• New Kitchen Millwork - finish per Tenant provided spec sheet
• Electrical Scope
o No power for files, (1) outlet duplex wall for table 18"AFF
o Provide 1 floor core at conference room
o Provide wall feeds for general area workstations
Power by Landlord: One (1) feed per (8) workstations maximum; 4 circuit/8 wire system;
(3) outlets in base at 15 amps; (1) Data/Voice per Workstation.
o Provide power for TV. — Data by Gallagher Vendor. Gallagher Vendor to provide LV cabling, and
card access system by Gallagher Vendor
o Provide power and data for copier -- (1) 20 amp dedicated circuit
o Provide box and door electrification for card reader system
o Allowance for data card reader ($5K)
o Power for Workstations (Hook up base feeds to bldg.)
o Data room power drawing supplied by Gallagher Vendor
Room should have fre protection & smoke detection as required by focal and state codes
— doom should have 3/4" x 4 x 8 plywood on one waY for utility circuits; Wall to be painted location T j:
during drawing review
Landlord to provide electrical grounding bar near data rack(s)
[CONTINUES ON NEXT PAGE WITH TEST FIT PLAN]
EXHIBIT C
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COPIER
A ROOM HUDDLE
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UAFE W�AK
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COUWJ.
GENERAL A RL] '
DATA
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-$V0 CLIENT
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EXISTING
CONFERENCE ROW surrE
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WALL FEED: WENT
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GENERA- NOTES
Wil 1! NFFp AN:--jQN 4011W."
Arm C%NL.q Sumfl= MnE
FESCa INSTALLED FDA
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Ker,UAIA ONCE sMkTJCNN
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KIAMMEX157ING
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$HE--r F-3R FUR --ER DETAILS.
CIO
SQ. FOCTAGE; PROJECT LOCATION: SCALE: AJG:
4rW---) DATE:
RSF: 2,812 1201 DOVE STREET NOT TO PM: AA
Gallagher 14E SFTISet SUITE 24D SCALE Tivi: SID
NEWPORT LEACH, CA DRAWN F-Y: AA 04.23.21
EXHIBIT C
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EXHIBIT "C-2"
TENANT'S SPECIFICATIONS
Gallagher Branch Office
STANDARD FINISHES & SPECIFICATIONS
Data Room Consimction: - Ron S�¢es: 1J5 seats0sf 36 59 seats 64s"; 60+ seats tCCsf dam morn to be upare or recta-W
to accomrnoda data racks;
- Ow-ra1DataRaoorniafSmaller Difion: officeswithlessthan:15seatsmayindudeawallmounted.f7,
maied data cabinetir lien of a data room; Larmtord to provide dedcated power and wallboard, tenant to
pr=ie calbv*t
- Rc m is to be secured wth stmre Kvu lock by landlord, four {4p keys provided to tenant
Roam: is to be power protected: dedcamd prayer quad ($) by Jwdord and UPS equipn►ent by tenant.
- Rom to have grounded dedicated twtkts on 20 amp tirculs (independent circuit breakers 48 sf room
sfKnad have (3)quads 64 stand 100 sf rooms should fiave (4) quads located -on the wallboard ('Vdb'an
TSB➢ bytenani, dravringelevation to be prcrd`d by tenant)
- Roan isto include an independent supplemental coding unit to be provided by landlord as noted:
(Ki subishi'Dudess Mini-Splt Unit or Leber Mini -Mate Ursii): 48stroom =a '. tm unit; .64sf roam = a 1.5
ton unik 100sf or larger room = 2 bl1 Lieberl. Mini -Mate unit
- Rom should have fire protecten & smoke detection as required by offal and slate cis
- Room should have3+4" x4xb plywcodon one wai for utility ckcuits' Wall to be painted, location TBO
during drawing review
- Landlord to provide electrical grounding bar near data rack(s)
Eleoitiimat Requirements
For Oilce & fun iture: Viorkstaltons Supplied by Tenant Herman Miler Canvas or Aftteel TerracefDNA panel product
Power by Landlord: Cne (1) feed'per (8) workstabons maximum; 4 dreuWS wire tystefw
(3) outlels in base at 15 wnps; (1)'DatKoice periN rkstat�on
Use kor core, walls or columns per plan (no power pales)
Office Furniture by Tenant Ca.,,-ercrk Product-'.Ihrkll al YPeninsula Table
Office Power by Landlord_ Two (2} Duplex Wall Outlets, Tenant to det inine ocatim during design
Two (21 DataAroice Locatimars, Tenant to determine iocation during design
Reception Desk by Tenant Casework Product
Pow by Landlord. Two (2) Duplex Wall Outlets; Two (2) DataVbice,_cca cns
Gnpfer Equipment - A MP.1NEMA reglr,ernents to be deterrt Ned; Landlord shou €d plan on two 1�2p 2Cdmp
dedicated outlets fix offices less than 2,500 rsf; Four qdi 20ar7 p dedicated outlets for of tes between 2,500 rsf
and 10,000 rsF five (5) amp :dedicated curets for ofFe as abo%e 10,000 rsf
Conduit -Lantlxd to pmyi de ccr►dtut and pullstring for all tenant low vo tage bcarion as required by code,
locations TBD by client dte+ng drawing review, Landlord to providet conduit irony base building dmarc location
into tenant su to data morn with pull string (conduit size T80)
Floor Core Box -confe .wise room tabes mcluire power and data, via floor com along with cormli it racewrayvia
floor core box Into table to wall 7i tv monitor. k provide nand ul'ramay;e l in floor, wall, floor core
& bwa Tenant to provide LV cable
Partitions: If new ceiling, all -!ericrgartition wails (except as noN4 to be-_ula._ d and go 6 abo re f, fished ceiling
height. The lain Conf *+ce Room and Branch Ma"rW Office wa s shall be built to deck with rsula^ ,m w1hin
the partition. IfexistiN toiling is to remain, any,'e partitions s3.a be built as underpinned wall with inswagon
within the parstion, except fie W4 n Conference Roorr and'Haanch Manager Of=rx walls to be built to deck with
insuiaticn withln the parttora_ Minimum linishe-d c_ , � height edlroamghout space T9
All pm^neterwalls of ft ]easel premises to be built to dedt a*d Insulated to secure tenant premises iron
cormran areas.
Conference Room Main Wall to indwde backingibraang for audiovisual tv,lrnon?lor. location TBID by Tenant
Dior Floor Stop and SC4aat Hooks lMounted in all private offitms and conference rooms, lccaticn Tit] by tenant
Updaled h1= i, 2e9e
EXHIBIT C
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Lighting: Parabolic 1)9ures:2'.x 2', or 2 x 4', 9' lens or taui'd'^q standard; if e€nst" n Fud' N4 are mused, new bulb, and
ballast to be inutalled and fixtures to be cleaned prior to tenant occupancy
Ceiling: Armstrong Second Look 2r4 cr 2x2 or building standard, tf existing ceiling is reused, tiles and grid to be in
excellent condition and .lean piorto tenant=pancy
pGumbfng: ', a-terline for [wee nk*er, n.4urteRop oa faentandvig water frttraffm unit, icerrakerin refrigerator and gybing
conneaiombrdishwasheaand built-micemaker(ic=akerwiildary bykcatarke ). Dz-hwasherfiaodelDp
pan, if n:quired by oade.
Doors: Suite Entry Dmm to ^ dude a glass panel or glass sidelight fc; sesarrity purposes
Doors for private otl-ces, :cn`erenoe roor7,4. a4 break room to be building star4arcd but all insist inmrde an:18'
side light or glass insert 24 x7r, side light to elan wft the door height
Floor Entrj Security —Tenant w : install cornpany standard key card acts system at all entry and egress door
locations. If and€call to suppy ^el install €oncNil, fail salererewe door hardware; fire relay to life safety system;
Coordinate with Tenant Vender Should key card amee system, not be used, landlord to change lock cy rdeer
and provide teen �10) keysla space an: the day prior to tenant owxW. cy -
Windows Landlord to proukle base bWcOng standard window lreatrnenis in like-aretwexcellent condiion, professionally
cleaned prig to tenant; obey ?after mnshictitm completed)
Pant Cei gPainQFd�ys-._- ;. Benjan-Sn Moore Simply While (2t43 70)
aint Open Areas: Beniam r Moore White gave (0017), eggshell finish
bent.: air-. i0ne wall of each, 4thfn reception, breakroom and conference morns; One wall for each private
'ce): Benjamin Moore Gall y1Ving Gray 2134-50 (carpet scheme A, C); Benjamin Mom Gi�y Horse 214t1�ii
(carpet scherre B); Eg*ell finish; No wallpaper or special wall cooeeringe
Carpet: Straw (Arthur J Gallagher National Vendor Pricing)
Open Office Areas— G1m wr Direction Tile w5Td71, Color TBD by Client, :nstai:^d rr•tatrswic
Private Office Areas &. Ccni Rooms — Shaw Earth Tone or lies Tile #5M or #b"d'[a4;T; Cdor TBID b}r Client,.
installed monolithic
Reception and Boardroom —'jr;y an projects ow 10,ODD sf, Shaw Transfer BroaMoorn xrW03, Color T:BD by
c erl
Vinyl Floorings: Shaw (Arthur J Gallagher National Vendor lPftirg)
ff Room: Armstrong Static DissipaiweTile —Marble.B gre (51950)
Mail boom and Kitciw: Shaw LVT ;. mrr on Ground #04WV, War TON] by Client
Viny. Base ,Johnsoni-e: 2 Y' Base straightfor carpet,, corn for hard surdaceMle, Golor de€errr -,ad by carpet selectim,
tenant will provide txalors
At Open Areaftrdlltite Dove Walls - Snow White Gt; At Accent Waft with Gull Wing Gray Paint —Elatirrm.2f
Al Accent Walle with Garay Horse Paint — Chinese Jade 135
Millwor-k: Breakmom'Cafe' & Uaj.Copy Room - Upper and i wrer piasL,_ iaminate cabJnets with laminate countertops per
tenant.specs & plan; Fot'rttfca or Pk*be Colors TBD by Gt:arit €rain approved list. three standard. coft+*s.
Appliances: Landlord G: pro;:,de energy star raK ADA coTr#,ani refrigeraE.or(s), Frenchdoor with bottom freezer &. %dory
installed ieemaker (KilchenAid KWF300ESS); ADA compliant dist,washw (GE GLCT 6916SSY Counlertcro
commercial mkrowatre(s) (GE JES22 vt s as shown on terent space plan; Larger ocatons & warmer
regions, indude an ADA.M& ice Maker (Uline ADD 151; Staen ess Steel Finish on ad appliances
EXHIBIT C
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Exhibit "C-3"
PROJECT SCHEDULE
ICE
Mask Marne
Dcnm St 240
` 1 his szhedule is con:. rir;e%nt upon '.tie lease execution
date"'.
I .Safe-off;plumbing fordemo
Demo
Rough -in new electrical[,. and f uzor cores
Pony up existing galls to create full height galls
Patch, skim and 'tape throughout
Paint. throughout prime and 1st stoat
install flooring and fuse
Install -new mill-wworr�k
Set finish electraca.I and plumh:ing
Final paint
Final Project cleanup
Punch walk
Project Turnover
� [l��ratio',
26
3 rlay.s
.1 day
3 days
3 days
3 -days
4 days
.3 days
2 days
days
2 days
2 plays
1 dad'
2 days
I day_
1
2
3
4
5
- 6
7
8
9
10
11
12
13
14
15 1
EXHIBIT C
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EXHIBIT D
BUILDING RULES AND REGULATIONS
The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking
areas/garage, the Property and the appurtenances. In the event of a conflict between the following rules and
regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control.
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 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. 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, at
Tenant's cost and expense, 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 without Landlord's prior approval,
which approval shall not be unreasonably withheld.
4. Landlord may provide and maintain in the first 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, or install any security system (including, without limitation,
card key systems, alarms or security cameras), in the Premises or Building without Landlord's prior written
consent, which consent shall not be unreasonably withheld, and Landlord shall have the right to retain at all
times and to use keys or other access codes or devices to all locks and/or security system 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. Further, if and to the extent Tenant
re -keys, re -programs or otherwise changes any locks at the Project, Tenant shall be obligated to restore all
such locks and key systems to be consistent with the master lock and key system at the Building, all at
Tenant's sole cost and expense.
6. All contractors, contractor's representatives and installation technicians performing work in the Building shall
be subject to Landlord's prior approval, which approval shall not be unreasonably withheld, and shall be
required to comply with Landlord's standard rules, regulations, policies and procedures, which may be
revised from time to time.
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 reasonably 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.
Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and
about the Premises, which approval shall not be unreasonably withheld. Damage to the Building by the
installation, maintenance, operation, existence or removal of Tenant's Property shall be repaired at Tenant's
sole expense.
Corridor doors, when not in use, shall be kept closed.
10. Tenant shall not: (i) 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; (ii) solicit business
or distribute, or cause to be distributed, in any portion of the Building, handbills, promotional materials or
other advertising; or (iii) conduct or permit other activities in the Building that might, in Landlord's sole opinion,
constitute a nuisance.
11. No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or
about the Premises.
12. No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises,
Building or about the Property, except for those substances as are typically found in similar premises used
for general office purposes and are being used by Tenant in a safe manner and in accordance with all
applicable Laws, rules and regulations. 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,
EXHIBIT D 1201 DOVE STREET
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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 sec. or any other applicable
environmental Laws 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. 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.
14. 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 Commencement Date of the Term be
extended as a result of the above actions.
15. 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, portable coolers (such as "move 'n
cools") or space heaters, 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.
16. 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 and machines for sale
of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of
Tenant's employees and invitees.
17. Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building,
except in areas designated by Landlord.
18. 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.
19. 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.
20. Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in
the Common Areas, unless the Common Areas have been declared a designated smoking area by Landlord,
nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other
part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a
non-smoking building.
21. 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.
22. Deliveries to and from the Premises shall be made only at the times, in the areas and through the entrances
and exits reasonably 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.
23. 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.
24. Tenant shall at all times reasonably comply with, and shall cause its employee, agents and invitees to comply
with such governmental and regulatory 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 danger or risk to persons or property relating to community health emergencies,
including epidemic, quarantine, or any infectious disease -related outbreak. Such cooperation and
compliance may include compliance with reasonable Building shutdown orders and reduced access to use
of Common Areas, parking facilities, elevators and other Building systems and amenities, and may also
include voluntary participation in screening programs intended to identify those persons who may present
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 that have a contagious condition related
to a pandemic or other health emergency. In the event Tenant becomes aware that a person entering the
Building or Tenant's Premises has contracted a contagious condition related to a pandemic or other health
emergency, Tenant shall immediately notify Landlord and the Building's Property Manager, and in such an
event the Premises, Common Areas on the Tenant's floor, and affected elevators cabs will be thoroughly
cleaned and disinfected at Tenant's cost, Landlord will not include in Tenant's Expenses Common Area
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disinfecting that is for the exclusive benefit of one tenant, or that is paid for or the responsibility of another
tenant of the Building. 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). Notwithstanding the foregoing, Landlord acknowledges if there is governmental
restriction(s) imposed related to limiting access to the Building, Landlord shall reasonably cooperate with
Tenant to provide Tenant with the ability to access its servers and equipment if necessary.
PARKING RULES AND REGULATIONS
(i) Landlord reserves the right to establish and reasonably change the hours for the parking areas, on a non-
discriminatory basis, from time to time. Tenant shall not store or permit its employees to store any
automobiles in the parking areas without the prior written consent of the operator. Except for emergency
repairs, Tenant and its employees shall not perform any work on any automobiles while located in the parking
areas, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking
Facility overnight, Tenant shall provide the operator with prior notice thereof designating the license plate
number and model of such automobile.
(ii) Cars must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in
areas reserved for small cars.
(iii) All directional signs and arrows must be observed.
(iv) The speed limit shall be 5 miles per hour.
(v) Parking spaces reserved for handicapped persons must be used only by vehicles properly designated.
(vi) Parking is prohibited in all areas not expressly designated for parking, including without limitation:
(a) areas not striped for parking
(b) aisles
(c) where "no parking" signs are posted
(d) ramps
(e) loading zones
(vii) Parking stickers, key cards or any other devices or forms of identification or entry supplied by the operator
shall remain the property of the operator. Such device must be displayed as requested and may not be
mutilated in any manner. The serial number of the parking identification device may not be obliterated.
Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized
holder will be void.
(viii) Parking areas managers or attendants are not authorized to make or allow any exceptions to these Rules.
(ix) Every parker is required to park and lock his/her own car.
(x) Loss or theft of parking pass, identification, key cards or other such devices must be reported to Landlord
and to the parking areas manager immediately. Any parking devices reported lost or stolen found on any
authorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes
and devices found by Tenant or its employees must be reported to the office of the parking areas immediately.
(xi) 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.
(xii) Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules
A. TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW,
LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT'S
PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT'S
AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING
FROM OR RELATED TO TENANT'S USE OF THE PARKING AREAS OR EXERCISE OF ANY RIGHTS
UNDER THIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM
LANDLORD'S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD'S
LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR
DAMAGE ARISING DIRECTLY FROM LANDLORD'S WILLFUL MISCONDUCT.
B. Without limiting the provisions of Paragraph A above, Tenant hereby voluntarily releases, discharges, waives
and relinquishes any and all actions or causes of action for personal injury or property damage occurring to
Tenant arising as a result of parking in the parking areas or any activities incidental thereto, wherever or
however the same may occur, and further agrees that Tenant will not prosecute any claim for personal injury
or property damage against Landlord or any of its officers, agents, servants or employees for any said causes
of action. It is the intention of Tenant by this instrument, to exempt and relieve Landlord from liability for
personal injury or property damage caused by negligence. If Tenant fails to comply with the parking rules
and regulations set forth herein, Landlord shall have the right to take such action as may be necessary to
enforcement thereof, which may include the towing of vehicles, attachment of wheel immobilizer units
(boots) and the like.
C. The provisions of Section 28 of the Lease are hereby incorporated by reference as if fully recited.
By executing the Lease to which this Exhibit D is attached, Tenant acknowledges that it has read and agreed
to be bound by the forgoing Building Rules and Regulations. Tenant further confirms that it has been fully
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and completely advised of the potential dangers incidental to parking in the parking areas and the terms and
conditions set forth above.
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EXHIBIT E
ADDITIONAL PROVISIONS
This Exhibit is attached to and made a part of the Lease by and between AG REDSTONE OWNER/AG
DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and RISK PLACEMENT SERVICES, INC., an
Illinois corporation ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
1. Abatement of Base Rent. Provided that Tenant faithfully performs all of the terms and conditions
of this Lease, Landlord hereby agrees to abate Tenant's obligation to pay Base Rent for the first five (5) full calendar
month of the initial Term ("Abatement Period"). During such Abatement Period, Tenant shall still be responsible for
the payment of all of its other monetary obligations under this Lease. In the event of a Default by Tenant under the
terms of this Lease that results in early termination pursuant to the provisions of Section 19 of this Lease, then as a
part of the recovery set forth in Section 19 of this Lease, Landlord shall be entitled to recover the Base Rent that was
abated under the provisions of this Section 1.
2. Controllable Expenses. Notwithstanding anything to the contrary contained herein, the aggregate
Controllable Expenses, as that term is defined below, shall not increase more than seven percent (7%) in any
calendar year over the maximum amount of Controllable Expenses chargeable for the immediately preceding
calendar year, calculated on a cumulative and compounding basis, with no limit on the Controllable Expenses during
the Base Year (i.e., the actual Controllable Expenses for the Base Year shall be the maximum amount for the Base
Year for purposes of this provision). "Controllable Expenses" shall mean all Expenses other than (a) Taxes,
(b) utilities, and (c) insurance.
3. Identity Signage. Provided Tenant is not in default hereunder, Landlord shall provide Tenant with,
at Landlord's expense, (a) one Building standard Premises suite identification signage and (b) Building -standard
inclusion on any Building directory board signage.
4. Delivery Condition. Landlord, at Landlord's sole cost and expense, shall deliver the Premises to
Tenant with all base building systems and equipment serving the Premises in good working order. Such systems and
equipment shall include, but not be limited to (a) all demolition and demising, (b) electrical systems, HVAC systems,
fire and life safety systems and plumbing systems sufficient for Tenant's Permitted Use; and (c) Building access
control system installed controlling after-hours access to the Building.
5. Audit Right. Within one hundred eighty (180) days ("Review Period") after Tenant's receipt of an
annual statement of actual Expenses and Expense Excess and the actual Taxes and Tax Excess (the "Statement"),
if Tenant disputes the amount set forth in the Statement, Tenant's employees or an independent certified public
accountant (which accountant is a member of a nationally or regionally recognized accounting firm and is not retained
on a contingency fee basis) designated by Tenant, may, after reasonable notice to Landlord ("Review Notice") and
at reasonable times, inspect Landlord's records at Landlord's offices, provided that Tenant is not then in default after
expiration of all applicable notice and cure periods. Tenant and such accountant or representative shall cause their
respective agents and employees to maintain all information contained in Landlord's records in strict confidence.
Notwithstanding the foregoing, Tenant shall only have the right to review Landlord's records one (1) time during any
twelve (12) month period. If after such inspection, but within thirty (30) days after the Review Period, Tenant notifies
Landlord in writing ("Dispute Notice") that Tenant still disputes such amounts, a certification as to the proper amount
shall be made in accordance with Landlord's standard accounting practices, at Tenant's expense, by an independent
certified public accountant selected by Landlord and who is a member of a nationally or regionally recognized
accounting firm. Tenant's failure to deliver the Review Notice within the Review Period or to deliver the Dispute
Notice within thirty (30) days after the Review Period shall be deemed to constitute Tenant's approval of such
Statement and Tenant, thereafter, waives the right or ability to dispute the amounts set forth in such Statement. If
Tenant timely delivers the Review Notice and the Dispute Notice, Landlord shall cooperate in good faith with Tenant
and the accountant to show Tenant and the accountant the information upon which the certification is to be based.
However, if such certification by the accountant proves that the Expenses and Taxes set forth in the Statement were
overstated by more than ten percent (10%), then the cost of the accountant and the cost of such certification shall be
paid for by Landlord. Promptly following the parties' receipt of such certification, the parties shall make such
appropriate payments or reimbursements, as the case may be, to each other, as are determined to be owing pursuant
to such certification. Tenant agrees that this section shall be the sole method to be used by Tenant to dispute the
amount of any Expenses or Taxes payable by Tenant pursuant to the terms of this Lease, and Tenant hereby waives
any other rights at law or in equity relating thereto.
6. Right of First Refusal. Subject to the following terms and conditions, during the initial Term of the
Lease, Landlord hereby grants to Tenant a right of first refusal with respect to space on the second (2"d) floor of the
Building that is contiguous to the initial Premises ("First Refusal Space"). Notwithstanding the foregoing (a) Tenant's
right of first refusal shall become effective only following the expiration or earlier termination of any existing lease
pertaining to the First Refusal Space (collectively, the "Superior Leases"), including any renewal or extension of
such existing lease, whether or not such renewal or extension is pursuant to an express written provision in such
lease, and regardless of whether any such renewal or extension is consummated pursuant to a lease amendment or
a new lease, and (b) Tenant's right of first refusal shall be subordinate and secondary to all currently existing rights
of expansion, first refusal, first offer or similar rights previously granted to (1) the tenants of the Superior Leases and
(2) any other tenant of the Building (the rights described in items (a) and (b), above to be known collectively as
"Superior Rights"), and (c) such right of first refusal shall not be triggered by the lease of space in the Building by
Landlord to an existing tenant in the Building in connection with the relocation of such existing tenant's premises in
the Building. Tenant's right of first refusal shall be on the terms and conditions set forth in this Section 6.
6.01 Landlord shall notify Tenant (the "First Refusal Notice") when Landlord receives a proposal
("Third Party Offer") to lease all or any portion of the First Refusal Space that Landlord would seriously consider,
where no holder of a Superior Right desires to lease such space. The First Refusal Notice shall include a copy of
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the Third Party Offer with the potential tenant's identity redacted, describe the space so offered to Tenant and shall
set forth the proposed material economic terms and conditions stated in the proposal (collectively, the "Economic
Terms"), including the proposed term of lease and the proposed rent payable for the First Refusal Space.
Notwithstanding the foregoing, Landlord's obligation to deliver the First Refusal Notice shall not apply during the last
ninth (9) months of the initial Term unless Tenant has delivered an Extension Notice to Landlord pursuant to Section 2
of Rider No. 1 to this Lease.
6.02 If Tenant wishes to exercise Tenant's right of first refusal with respect to the space described
in the First Refusal Notice, then within five (5) business days after delivery of the First Refusal Notice to Tenant,
Tenant shall deliver an unconditional irrevocable notice to Landlord of Tenant's exercise of its right of first refusal with
respect to the entire space described in the First Refusal Notice, and the Economic Terms shall be as set forth in the
First Refusal Notice. If Tenant does not unconditionally exercise its right of first refusal within the five (5) business
day period, then Landlord shall be free to lease the space described in the First Refusal Notice to anyone to whom
Landlord desires on any terms Landlord desires and Tenant's right of first refusal shall terminate as to the First
Refusal Space described in the First Refusal Notice except as provided in the following sentence. However, if
Landlord does not execute a lease with respect to the space set forth in the First Refusal Notice within six (6) months
following the delivery of the First Refusal Notice to Tenant, then Tenant's right of first refusal shall be fully reinstated.
Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first refusal, if at
all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to
lease only a portion thereof.
6.03 If Tenant timely and properly exercises Tenant's right to lease the First Refusal Space as set
forth herein, Landlord and Tenant shall execute an amendment adding such First Refusal Space to this Lease upon
the same non -economic terms and conditions as applicable to the initial Premises, and the economic terms and
conditions as provided in this Section 6. Unless otherwise specified in Landlord's Economic Terms, Tenant shall
commence payment of rent for the First Refusal Space and the Term of the First Refusal Space shall commence
upon the date of delivery of such space to Tenant.
6.04 The rights contained in this Section 6 shall be personal to the Original Tenant and may only
be exercised by the Original Tenant (and not any assignee, sublessee or other transferee of the Original Tenant's
interest in this Lease) if the Original Tenant occupies the entire Premises as of the date of the First Refusal Notice.
Tenant shall not have the right to lease First Refusal Space as provided in this Section 6 if, as of the date of the First
Refusal Notice, or, at Landlord's option, as of the scheduled date of delivery of such First Refusal Space to Tenant,
Tenant is in default under this Lease or Tenant has previously been in default under this Lease more than once.
6.05 Tenant shall have all its remedies in equity and law in the event of a breach by Landlord of
its obligations under this Section 6.
7. General Use Allowance. Landlord hereby agrees to reimburse Tenant for costs ("FF&E Costs")
up to $28,120.00 (based upon $10.00 per rentable square feet in the Premises) (the "General Use Allowance") that
Tenant actually incurs in purchasing and installing furniture, fixtures and equipment in the Premises and otherwise
moving into the Premises. Landlord shall reimburse Tenant for FF&E Costs actually incurred by Tenant, up to the
General Use Allowance, within thirty (30) days after Landlord's receipt of invoices evidencing Tenant's FF&E Costs.
Any portion of the General Use Allowance that is not so requested by Tenant on or before twelve (12) months after
the Commencement Date ("Allowance Deadline") shall revert to Landlord. If Tenant uses less than the General
Use Allowance for FF&E Costs, Tenant may request in a written notice ("Rent Credit Notice") delivered to Landlord
on or before Allowance Deadline, that any unused portion of the General Use Allowance be applied as a credit against
Tenant's Base Rent obligations. Tenant may deliver the Rent Credit Notice to Landlord as soon as concurrently with
Tenant's execution and delivery of the Lease to Landlord. If Tenant timely and properly delivers the Rent Credit
Notice to Landlord, the credit against Base Rent shall commence following the later of (a) the first day of the calendar
month following the delivery of the Rent Credit Notice to Landlord or (b) the expiration of the Abatement Period. Any
portion of the General Use Allowance that is not so requested by Tenant on or before the Allowance Deadline shall
revert to Landlord.
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EXHIBIT F
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EXHIBIT G
LEASE COMMENCEMENT AGREEMENT
The undersigned as Landlord and Tenant under that certain Office Lease Agreement made and entered into
by and between AG DOVE OWNER, L.P., a Delaware limited partnership, as Landlord, and the undersigned, as
Tenant (the "Lease"), hereby certifies that:
1) The undersigned has entered into occupancy of the Premises described in said Lease on
20�
2) All conditions under said Lease to be performed by Landlord have been satisfied, and on this date
there are not existing defenses or offsets which the undersigned has against the enforcement of said
Lease by Landlord.
3) The Term of the Lease commenced, or will commence, as of , 20 which date shall be
the "Commencement Date" under the terms of the Lease.
4) The "Expiration Date" of the Lease is , 20—, subject to extension or earlier termination in
accordance with the terms and conditions of the Lease.
5) Tenant accepts the Premises in its "As -Is" condition as of the date of Tenant's possession thereof.
6) Tenant's obligation to pay Base Rent will commence on , 20_. The Abatement Period (as
defined in Section 1 of Exhibit E of the Lease) will commence on and end on
20
7) Tenant's obligation to pay Tenant's Pro Rata Share of Expenses and Taxes will commence on
20_
Yours very truly,
a
By:_
Name:
Its:
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EXHIBIT H
ASBESTOS NOTIFICATION
This Exhibit H (the "Exhibit") is attached to and made a part of the Lease by and between AG DOVE
OWNER, L.P., a Delaware limited partnership ("Landlord") and RISK PLACEMENT SERVICES, INC„ an Illinois
corporation ("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California (the
"Building").
Asbestos -containing materials ("ACMs") were historically commonly used in the construction of commercial buildings
across the country. ACMs were commonly used because of their beneficial qualities. ACMs are fire-resistant and
provide good noise and temperature insulation.
Some common types of ACMs include surfacing materials (such as spray -on fireproofing, stucco, plaster and textured
paint), flooring materials (such as vinyl floor tile and vinyl floor sheeting) and their associated mastics, carpet mastic,
thermal system insulation (such as pipe or duct wrap, boiler wrap and cooling tower insulation), roofing materials,
drywall, drywall joint tape and drywall joint compound, acoustic ceiling tiles, transite board, base cove and associated
mastic, caulking, window glazing and fire doors. These materials are not required under law to be removed from any
building (except prior to demolition and certain renovation projects). Moreover, ACMs generally are not thought to
present a threat to human health unless they cause a release of asbestos fibers into the air, which does not typically
occur unless (1) the ACMs are in a deteriorated condition, or (2) the ACMs have been significantly disturbed (such
as through abrasive cleaning, or maintenance or renovation activities).
It is possible that some of the various types of ACMs noted above (or other types) are present at various locations in
the Building. Anyone who finds any such materials in the Building should assume them to contain asbestos unless
those materials are properly tested and found to be otherwise. In addition, under applicable law, certain of these
materials are required to be presumed to contain asbestos in the Building because the Building was built prior to
1981 (these materials are typically referred to as "Presumed Asbestos Containing Materials" or "PACM"). PACM
consists of thermal system insulation and surfacing material found in buildings constructed prior to 1981, and asphalt
or vinyl flooring installed prior to 1981. If any thermal system insulation, asphalt or vinyl flooring or surfacing materials
are found to be present in the Building, such materials must be considered PACM unless properly tested and found
otherwise. In addition, Landlord has identified the presence of certain ACMs in the Building. For information about
the specific types and locations of these identified ACMs, please contact the Building manager. The Building
manager maintains records of the Building's asbestos information including any Building asbestos surveys, sampling
and abatement reports. This information is maintained as part of Landlord's asbestos Operations and Maintenance
Plan ("O&M Plan").
The O&M Plan is designed to minimize the potential of any harmful asbestos exposure to any person in the Building.
Because Landlord is not a physician, scientist or industrial hygienist, Landlord has no special knowledge of the health
impact of exposure to asbestos. Therefore, Landlord hired an independent environmental consulting firm to prepare
the Building's O&M Plan. The O&M Plan includes a schedule of actions to be taken in order to (1) maintain any
building ACMs in good condition, and (2) to prevent any significant disturbance of such ACMs. Appropriate Landlord
personnel receive regular periodic training on how to properly administer the O&M Plan.
The O&M Plan describes the risks associated with asbestos exposure and how to prevent such exposure. The O&M
Plan describes those risks, in general, as follows: asbestos is not a significant health concern unless asbestos fibers
are released and inhaled. If inhaled, asbestos fibers can accumulate in the lungs and, as exposure increases, the
risk of disease (such as asbestosis and cancer) increases. However, measures taken to minimize exposure and
consequently minimize the accumulation of fibers, can reduce the risk of adverse health effects.
The O&M Plan also describes a number of activities which should be avoided in order to prevent a release of asbestos
fibers. In particular, some of the activities which may present a health risk (because those activities may cause an
airborne release of asbestos fibers) include moving, drilling, boring or otherwise disturbing ACMs. Consequently,
such activities should not be attempted by any person not qualified to handle ACMs. In other words, the approval of
Building management must be obtained prior to engaging in any such activities. Please contact the Building manager
for more information in this regard. A copy of the written O&M Plan for the Building is located in the Building
management office and, upon your request, will be made available to tenants for you to review and copy during
regular business hours.
Because of the presence of ACM in the Building, we are also providing the following warning, which is commonly
known as a California Proposition 65 warning:
WARNING: This building contains asbestos, a chemical known to the State of California to cause cancer.
Please contact the Building manager with any questions regarding the contents of this Exhibit H.
EXHIBIT H
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RIDER NO. 1 TO OFFICE LEASE
EXTENSION OPTION RIDER
This Rider No. 1 is made and entered into by and between AG DOVE OWNER, L.P., a Delaware limited
partnership ("Landlord"), and RISK PLACEMENT SERVICES, INC., an Illinois corporation ("Tenant"), as of the day
and year of the Lease between Landlord and Tenant to which this Rider No. 1 is attached. Landlord and Tenant
hereby agree that, notwithstanding anything contained in the Lease to the contrary, the provisions set forth below
shall be deemed to be part of the Lease and shall supersede any inconsistent provisions of the Lease. All references
in the Lease and in this Rider No. 1 to the "Lease" shall be construed to mean the Lease (and all exhibits and Riders
attached thereto), as amended and supplemented by this Rider No. 1. All capitalized terms not defined in this Rider
shall have the same meaning as set forth in the Lease.
1. Landlord hereby grants to Tenant one (1) option (the "Extension Option") to extend the Term of the
Lease for an additional period of three (3) years (the "Option Term"), on the same terms, covenants and conditions
as provided for in the Lease during the initial Term, except for the Base Rent, which shall equal the "fair market rental
rate" for the Premises for the Option Term as defined and determined in accordance with the provisions of Section 3
below.
2. The Extension Option must be exercised, if at all, by an irrevocable written exercise notice
("Extension Notice") delivered by Tenant to Landlord no sooner than that date which is twelve (12) months and no
later than that date which is nine (9) months prior to the expiration of the then current t6rm of the Lease. The
Extension Option shall, at Landlord's sole option, not be deemed to be properly exercised if, at the time the Extension
Option is exercised or on the scheduled commencement date for the Option Term, (a) Tenant has committed an
uncured event of default whose cure period has expired pursuant to Article 18 of the Lease, (b) Tenant has assigned
all or any portion of the Lease or its interest therein or sublet all or any portion of the Premises, or (c) Landlord's
lender, if any, disapproves the Extension Option terms. Provided Tenant has properly and timely exercised the
Extension Option, the then current term of the Lease shall be extended by the Option Term, and all terms, covenants
and conditions of the Lease shall remain unmodified and in full force and effect, except that the Base Rent shall be
as set forth above.
3. If the Base Rent for the applicable Option Term shall be the fair market rental rate pursuant to
Section 1 above, then such fair market rate shall be determined in accordance with the Fair Market Rental Rate Rider
attached to the Lease as Rider No. 2.
4. Tenant's Extension Option is further subject to the terms and conditions of Rider No. 3 attached
hereto.
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RIDER NO. 2 TO OFFICE LEASE
FAIR MARKET RENTAL RATE
This Rider No. 2 is made and entered into by and between AG DOVE OWNER, L.P., a Delaware limited
partnership ("Landlord"), and RISK PLACEMENT SERVICES, INC., an Illinois corporation ("Tenant"), as of the day
and year of the Lease between Landlord and Tenant to which this Rider No. 2 is attached. Landlord and Tenant
hereby agree that, notwithstanding anything contained in the Lease to the contrary, the provisions set forth below
shall be deemed to be part of the Lease and shall supersede any inconsistent provisions of the Lease. All references
in the Lease and in this Rider No. 2 to the "Lease" shall be construed to mean the Lease (and all exhibits and Riders
attached thereto), as amended and supplemented by this Rider No. 2. All capitalized terms not defined in this Rider
No. 2 shall have the same meaning as set forth in the Lease.
1. The term "fair market rental rate" as used in the Lease and any Rider attached thereto shall mean
the annual amount per square foot, projected during the Option Term that a willing, non -equity renewal tenant
(excluding sublease and assignment transactions) would pay, and a willing, institutional landlord of a comparable
office building located in the Orange County Airport market area (the "Comparison Area") would accept, in an arm's
length transaction (what Landlord is accepting in then current transactions for the buildings located in the Project may
be used for purposes of projecting rent for the Option Term), for space of comparable size, quality and floor height
as the Premises, taking into account the age, quality and layout of the existing improvements in the Premises, and
taking into account items that professional real estate brokers or professional real estate appraisers customarily
consider, including, but not limited to, rental rates, space availability, tenant size, tenant improvement allowances,
parking charges and any other lease considerations, if any, then being charged or granted by Landlord or the lessors
of such similar office buildings. All economic terms other than Base Rent, such as tenant improvement allowance
amounts, if any, operating expense allowances, parking charges, etc., will be established by Landlord and will be
factored into the determination of the fair market rental rate for the Option Term. Accordingly, the fair market rental
rate will be an effective rate, not specifically including, but accounting for, the appropriate economic considerations
described above. The fair market rental rate shall include the periodic rental increases that would be included for
space leased for the period of the Option Term.
2. In the event the determination of fair market rental rate is required under the Lease (as set forth in
Rider No. 1 above), Landlord shall provide written notice of Landlord's determination of the fair market rental rate
("Landlord Rent Notice") not later than ninety (90) days following Landlord's receipt of Tenant's Extension Notice.
Tenant shall have ten (10) business days after receipt of Landlord's notice of the fair market rental rate within which
to accept or reject such fair market rental rate by delivering written notice ("Tenant Rent Response Notice") thereof
to Landlord. For purposes of this Rider No. 2, the last day of such 10-business day period shall be referred herein
as the "Objection Date". Tenant's failure to deliver the Tenant Rent Response Notice on or before the Objection
Date shall be deemed to constitute Tenant's rejection of the fair market rental rate set forth in the Landlord Rent
Notice. If Tenant timely objected in the Tenant Rent Response Notice to Landlord's fair market rental rate, the parties
shall follow the procedure and the fair market rental rate shall be determined as set forth in Section 3 below.
3. If Tenant timely and appropriately objects to Landlord's determination of the fair market rental rate in
the Tenant Rent Response Notice, Landlord and Tenant shall attempt to agree upon the fair market rental rate using
their best good -faith efforts. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following the
delivery of the Tenant Rent Response Notice ("Outside Agreement Date"), then each party shall make a separate
determination of the fair market rental rate which shall be submitted to each other and to arbitration in accordance
with the following items (i) through (vii):
(i) Landlord and Tenant shall each appoint, within ten (10) days of the Outside Agreement Date,
one arbitrator who shall by profession be a current real estate broker or appraiser of comparable commercial
properties in the immediate vicinity of the Project, and who has been active in such field over the last five (5) years.
The determination of the arbitrators shall be limited solely to the issue of whether Landlord's or Tenant's submitted
fair market rental rate is the closest to the actual fair market rental rate as determined by the arbitrators, taking into
account the requirements of Section 1 above (i.e., the arbitrators may only select Landlord's or Tenant's
determination of the fair market rental rate and shall not be entitled to make a compromise determination).
(i i) The two (2) arbitrators so appointed shall within five (5) business days of the date of the
appointment of the last appointed arbitrator agree upon and appoint a third (3rd) arbitrator who shall be qualified
under the same criteria set forth hereinabove for qualification of the initial two (2) arbitrators.
(iii) The three (3) arbitrators shall within fifteen (15) days of the appointment of the third
(3rd) arbitrator reach a decision as to whether the parties shall use Landlord's or Tenant's submitted fair market rental
rate, and shall notify Landlord and Tenant thereof.
(iv) The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and
Tenant.
(v) If either Landlord or Tenant fails to appoint an arbitrator within ten (10) days after the
applicable Outside Agreement Date, the arbitrator appointed by one (1) of them shall reach a decision, notify Landlord
and Tenant thereof, and such arbitrator's decision shall be binding upon Landlord and Tenant.
(vi) If the two (2) arbitrators fail to agree upon and appoint a third (3rd) arbitrator, or both parties
fail to appoint an arbitrator, then the appointment of the third (3rd) arbitrator or any arbitrator shall be dismissed and
the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration
Association, but subject to the instruction set forth in this Section 3.
(vii) The cost of arbitration shall be paid by Landlord and Tenant equally.
RIDER NO. 2 1201 DOVE STREET
-1- Risk Placement Services
4843-8042-1861.7
30-59
RIDER NO. 3 TO OFFICE LEASE
OPTIONS IN GENERAL
This Rider No. 3 is made and entered into by and between AG DOVE OWNER, L.P., a Delaware limited
partnership ("Landlord"), and RISK PLACEMENT SERVICES, INC., an Illinois corporation ("Tenant"), as of the day
and year of the Lease between Landlord and Tenant to which this Rider No. 3 is attached. Landlord and Tenant
hereby agree that, notwithstanding anything contained in the Lease to the contrary, the provisions set forth below
shall be deemed to be part of the Lease and shall supersede any inconsistent provisions of the Lease. All references
in the Lease and in this Rider No. 3 to the "Lease" shall be construed to mean the Lease (and all exhibits and Riders
attached thereto), as amended and supplemented by this Rider No. 3. All capitalized terms not defined in this Rider
No. 3 shall have the same meaning as set forth in the Lease.
(a) Definition. As used in this Lease and any Rider or Exhibit attached hereto, the word "Option" shall
mean all options granted to Tenant under the Lease, including the Extension Option pursuant to Rider No. 1 attached
hereto.
(b) Option Personal. The Option granted to Tenant is personal to the original Tenant executing this
Lease (the "Original Tenant") and may be exercised only by the Original Tenant while leasing the entire Premises
and without the intent of thereafter assigning this Lease or subletting the Premises and may not be exercised or be
assigned, voluntarily or involuntarily, by any person or entity other than the Original Tenant. The Option granted to
Tenant under this Lease is not assignable separate and apart from this Lease, nor may the Option be separated from
this Lease in any manner, either by reservation or otherwise.
(c) Effect of Default on Options. Tenant will have no right to exercise any Option, notwithstanding any
provision of the grant of option to the contrary, and Tenant's exercise of any Option may be nullified by Landlord and
deemed of no further force or effect, if (i) Tenant is in default of any monetary obligation or material non -monetary
obligation under the terms of this Lease (or if Tenant would be in such default under this Lease but for the passage
of time or the giving of notice, or both) after applicable notice and cure period, as of Tenant's exercise of the Option
in question or at any time after the exercise of any such Option and prior to the commencement of the Option event,
or (ii) Landlord has given Tenant two (2) or more notices of default, whether or not such defaults are subsequently
cured, during the last twelve (12) consecutive month period of this Lease.
(d) Option as Economic Term. The Option is hereby deemed an economic term which Landlord, in its
sole and absolute discretion, may or may not offer in conjunction with any future extensions of the Term.
Signature: ,7e1-0,WeS fiZI-11PLIr Signature: exic�—
Jero"1e S. Hanner (Jun 21, 202110:51 CDY)
Email: jerry—hanner@ajg.com Email: cara_richardson@ajg.com
Title: Vice President Title: Vice President Sourcing
Company: Risk Placement Services, Inc. Company: ArthurJ. Gallagher& Co.
RIDER NO. 3 1201 DOVE STREET
-1_ Risk Placement Services
4843-8042-1861.7
30-60