HomeMy WebLinkAboutC-9017-11 - Dove Street, 1201 (Suite 625) Surrender of Leasehold InterestSURRENDER OF LEASEHOLD INTEREST
This Surrender of Leasehold Agreement ("Agreement") is entered into as of the 14th day of November, 2025, by The City of
Newport Beach ("Lessor") and Axis Construction Consulting, Inc., a California Corporation ("Lessee").
RECITALS
A. Lessor's predecessor in interest and Lessee entered into a written Lease Agreement dated March 9, 2019,
which was subsequently amended on June 15, 2022 with Lessee as tenant with respect to the real property known as 1201
Dove Street, Suite 625, Newport Beach, California (County of Orange) (the "Premises") (collectively the "Lease").
B. Lessee desires to surrender all rights to the possession of the Premises granted pursuant to the Lease and
to release Lessor from its obligations under the Lease. Lessor desires to accept said surrender in accordance with the terms
and conditions of this Agreement.
In consideration of the foregoing, Lessor and Lessee agree as follows:
TERMS OF SURRENDER
1. Recitals A and B above are hereby incorporated into this Agreement.
2. Lessee agrees to surrender and vacate the Premises on or before November 21, 2025 and return all keys
to Lessor.
3. Lessor and Lessee acknowledge that Lessee has on file with Lessor a Security Deposit in the amount of
$14,831.82. Relating to the early termination of the Lease, Lessor shall retain said Security Deposit and
apply it to the outstanding balance described in Paragraph 4 below.
4. Lessee has an outstanding balance of delinquent rent owed to Lessor in the amount of $198,467.55.
Lessor is hereby authorized to, and will, apply Lessee's security deposit in the amount of $14,831.82
toward said balance.
5. Lessor reserves any and all legal rights whether granted under the law or the Lease, including, but not
limited to, all remedies set forth in Section 19 of the Lease (Remedies) and any and all other provisions.
Lessee understands and agrees that they remain responsible for all financial obligations under the Lease
and that they are not released from any rental obligations under the Lease by way of this Agreement.
6. Lessor and Lessee both agree that Lessor may keep and retain all items of property left at the Premises by
Lessee as of November 21, 2025 pursuant to the terms of Lease (other than any property which may
belong to any sublessees at the Premises. Lessor is hereby authorized to dispose of any property left at
the Premises belonging to Lessee after November 21, 2025 in any manner that they see fit and Lessee
waives any rights, title or interest to said property.
7. Landlord may engage directly with the subtenant at the Premises, Terry Mudge, LLP, including collecting
all future rental payments which would ordinarily be paid to Lessee. Landlord and subtenant may also
enter into a direct contractual relationship which Lease will not seek to oppose. Lessee waives any rights
and interests in the sublease with Terry Mudge, LLP.
8. Lessor and Lessee both agree to accept the surrender of the Premises on the conditions set forth above.
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In WITNESS WHEREOF, the parties have executed this Agreement as the date first set forth above.
LESSOR:
City of Newport Beach
By: _
Print: S av .1/ -r
Its: Z6
Approved as to Form
By: �J
Aaron . Harp
City Attorney
LESSEE:
Axis Construction Consulting, Inc., a California Corporation
By:
Print:
Its:
Attest: _ 4ClCity Clerk
DocuSign Envelope ID: 55487CC3-3740-47E7-9E42-17F06A81 B297
FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE ("First Amendment") is made and entered into as of
July 15, 2022, by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and
AXIS CONSTRUCTION CONSULTING, INC., a California corporation ("Tenant").
RECITALS:
A. Landlord and Tenant entered into that certain Office Lease Agreement dated as of March 9,
2019 (the "Lease"), whereby Landlord leased to Tenant and Tenant leased from Landlord certain office
space located in that certain building located and addressed at 1201 Dove Street, Newport Beach,
California (the "Building").
B. By this First Amendment, Landlord and Tenant desire to expand the Premises, extend the
Term and to otherwise modify the Lease as provided herein.
C. 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. The Existing Premises. Landlord and Tenant hereby agree that pursuant to the Lease,
Landlord currently leases to Tenant and Tenant currently leases from Landlord that certain office space in
the Building containing 4,454 rentable square feet located on the sixth (6th) floor of the Building and known
as Suite 625 (the "Existing Premises"), as outlined on Exhibit A to the Lease. The Lease as to the Existing
Premises currently expires on July 31, 2022 ("Existing Premises Expiration Date"). The Existing
Premises Expiration Date is hereby extended from August 1, 2022 through the day prior to the Expansion
Commencement Date (as defined in Section 2 below) on the same terms and conditions as set forth in the
Lease except that the monthly Base Rent shall be $14,252.80 per month during such period.
2. Ex ansion of the Premises. That certain space located on the sixth (6th) floor of the
Building consisting of 2,051 rentable square feet designated as a portion of Suite 600, as outlined on the
floor plan attached hereto as Exhibit "A" and made a part hereof, may be referred to herein as the
"Expansion Space." Effective as of the later of ("Expansion Commencement Date") (a) March 1, 2023
or (b) Substantial Completion of the Tenant Improvements (as defined in Section 7 below) in the Expansion
Space, Tenant shall lease from Landlord and Landlord shall lease to Tenant the Expansion Space.
Accordingly, effective upon the Expansion Commencement Date, the Existing Premises shall be increased
to include the Expansion Space. "Substantial Completion" shall occur when the Tenant Improvements
have been completed in the Expansion Space except for minor items or defects that can be completed or
remedied after Tenant occupies the Expansion Space without causing substantial interference with
Tenant's use of the Expansion Space. If Tenant caused delay(s) delay the Substantial Completion of the
Tenant Improvements, the Tenant Improvements shall be deemed Substantially Completed on the day the
Tenant Improvements would have been completed but for the Tenant delay(s). Landlord and Tenant
hereby agree that such addition of the Expansion Space to the Existing Premises shall, effective as of the
Expansion Commencement Date, increase the number of rentable square feet leased by Tenant in the
Building to a total of 6,505 rentable square feet. Effective as of the Expansion Commencement Date, all
references in the Lease or this First Amendment to the "Premises" shall mean and refer to the Existing
Premises as expanded by the Expansion Space.
3. Extended Lease Term. The Lease Expiration Date as to the entire Premises shall be
extended such that the Lease shall expire on the date ("New Expiration Date") that is sixty-six (66) months
after the Expansion Commencement Date; provided, however, that if the Expansion Commencement Date
is,a date other than the first (1 st) of a month, the New Expiration Date shall be the last day of the month that
is sixty-six (66) months after the month in which the Expansion Commencement Date falls. The period
from the Expansion Commencement Date through the New Expiration Date specified above, shall be
referred to herein as the "Extended Term." Tenant shall not have any right to extend the Lease beyond
the Extended Term.
4. Monthly Base Rent. During the Extended Term, Tenant shall pay in accordance with the
provisions of this Section 4 and subject to abatement as set forth in Section 5 below, monthly Base Rent
for the entire Premises as follows:
Monthly Base Rent Per
Period Monthly Base Rent Rentable Square Foot
4886-7153-4375.2
DocuSign Envelope ID: 55487CC3-3740-47E7-9E42-17F06A81 B297
Expansion Commencement $20,816.00 $3.20
Date — 12t" full calendar month
of Extended Term
Months 13 — 24 of Extended $21,466.50 $3.30
Term
Months 25 — 36 of Extended $22,051.95 $3.39
Term
Months 37 — 48 of Extended $22,767.50 $3.50
Term
Months 49 — 60 of Extended $23,418.00 $3.60
Term
Months 61 - 66 of Extended $24,133.55 $3.71
Term
5. 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 for the entire Premises for the first six (6) full calendar months of the Extended Term.
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 5.
6. Tenant's Pro Rata Share and Base Year. Effective as of the Expansion Commencement
Date and continuing throughout the Extended Term, (a) Tenant's Pro Rata Share of Expenses and Taxes
for the entire Premises shall be increased to 7.85% and (b) the Base Year shall be revised to be the
calendar year 2023.
7. Improvements to the Premises. Landlord shall one time, at Landlord's sole cost and
expense, using Building -standard materials only and in Landlord's Building -standard manner, (a) repaint
the interior painted walls of the Expansion Space, (b) recarpet the carpeted areas of the Expansion Space,
(c) install lighting in the Expansion Space consistent with the lighting in the Existing Premises, (d) install a
commercially reasonable amount of power and telco outlets (junction box, conduit and pull strings only) in
the Expansion Space, (e) construct a three quarter height wall in front of the Existing Premises' break room,
(f) recarpet the carpeted areas of the Existing Premises and (g) touch up the paint as necessary on the
interior painted walls of the Existing Premises (collectively, the "Tenant Improvements"). Landlord will not
be responsible for moving any of Tenant's equipment or furniture in connection with the performance of the
Tenant Improvements, and Tenant shall be solely responsible for such equipment and furniture. Tenant
hereby acknowledges that Landlord will be performing the Tenant Improvements during the Term of the
Lease (as extended), and Landlord's performance of the Tenant Improvements shall not be deemed a
constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of Rent in connection
therewith; provided, however, (i) as to the Tenant Improvements in the Expansion Space, Landlord may
perform such work during the Building's business hours or after the Building's business hours and (ii) as to
the Tenant Improvements within the Existing Premises, Landlord shall only perform such work after the
Building's business hours. Except as specifically set forth in this Section 7, Tenant hereby agrees to accept
the Premises in its "as -is" condition and Tenant hereby acknowledges that Landlord shall not be obligated
to provide or pay for any improvement work or services related to the improvement of the Premises. Tenant
also acknowledges that Landlord has made no representation or warranty regarding the condition of the
Premises.
8. Parkina. Effective as of the Expansion Commencement Date and continuing throughout
the Extended Term, Tenant shall have the right to rent from Landlord an additional eight(8) parking passes
for unreserved parking spaces for use in the Building's parking facility. Tenant's rental and use of such
additional parking passes shall be in accordance with, and subject to, all parking provisions of the Lease
provided that (a) the parking rate for Tenant's unreserved and reserved parking passes shall be at
Landlord's prevailing rate and (b) there shall be no charge for unreserved parking passes during the first
year of the Extended Term.
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9. Building Directory. Upon Tenant's request, Landlord will add the name of any Tenant
subtenant approved by Landlord to the Building's directory and to signage at the front door to the Existing
Premises using Building -standard materials at Tenant's expense.
10. Security Deposit. Tenant has previously deposited with Landlord $14,831.82 as a Security
Deposit under the Lease. Concurrently with Tenant's execution of this First Amendment, Tenant shall
deposit with Landlord an additional $11,715.09, for a total Security Deposit under the Lease, as amended
herein, of $26,546.91. Landlord shall continue to hold the Security Deposit as increased herein in
accordance with the terms and conditions of Section 5 of the Lease.
11. 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,
Inc. representing 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.
12. Signing Authority. The individual(s) executing this First Amendment on behalf of Tenant
hereby represents and warrants 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 signing on behalf of Tenant is authorized to do so.
13. Defaults. Tenant hereby represents and warrants to Landlord that, as of the date of this
First Amendment, Tenant is in full compliance with all terms, covenants and conditions of the Lease and
that there are no breaches or defaults under the Lease by Landlord or Tenant, and that Tenant knows of
no events or circumstances which, given the passage of time, would constitute a default under the Lease
by either Landlord or Tenant.
14. California Certified Access Specialist Inspection California Certified Access Specialist
Insi�ection. Pursuant to California Civil Code §1938, Landlord hereby states that the Existing Premises and
Expansion Space have not undergone inspection by a Certified Access Specialist (CASp) (defined in
California Civil Code §55.52(a)(3)). Pursuant to Section 1938 of the California Civil Code, Landlord hereby
provides the following notification to Tenant: "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."
15. Notice of Extended Term Dates. Landlord may deliver to Tenant a commencement letter
in a form substantially similar to that attached hereto as Exhibit "B" and made a part hereof at any time after
the Expansion Commencement Date. Tenant agrees to execute and return to Landlord said
commencement letter within five (5) days after Tenant's receipt thereof.
16, No Further Modification. Except as set forth in this First Amendment, all of the terms and
provisions of the Lease shall apply with respect to the Expansion Space and shall remain unmodified and
in full force and effect. Effective as of the Expansion Commencement Date, all references to the "Lease"
shall refer to the Lease as amended by this First Amendment.
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DocuSign Envelope ID: 55487CC3-3740-47E7-9E42-17F06A81 B297
IN WITNESS WHEREOF, this First Amendment has been executed as of the day and year first
above written.
"LANDLORD"
"TENANT"
AG DOVE OWNER, L.P.,
a Delaware limited partnership
By:
AG OC Portfolio GP, L.L.C.,
a Delaware limited liability company,
its general pall er
w
By:_ s
Name: pake Miller
Title: Authorized Signatory
AXIS CONSTRUCTION CONSULTING, INC.,
a California corporation
Docuftned by:
r)
By
Print Name: conor meyers
Title: Vi ce-Presi dent
By:
Print Name:
Title:
This First Amendment must be signed by two (2) officers of Tenant: one being the chairman of the board,
the president or a vice president, and the other being the secretary, an assistant secretary, the chief
financial officer or an assistant treasurer. If one (1) individual is signing in two (2) of the foregoing
capacities, that individual must sign twice; once as one officer and again as the other officer.
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DocuSign Envelope ID: 55487CC3-3740-47E7-9E42-17F06A81B297
EXHIBIT "A"
OUTLINE OF EXPANSION SPACE
Expansion
Space
This Exhibit "A" is provided for informational purposes only and is intended to be only an approximation of
the layout of the Expansion Space and shall not be deemed to constitute any representation by Landlord
as to the exact layout, size or configuration of the Expansion Space.
E) I IT "A"
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DocuSign Envelope ID: 55487CC3-3740-47E7-9E42-17FO6A81B297
EXHIBIT "B"
NOTICE OF EXTENDED TERM DATES
TO: DATE: 20
Atte
RE: First Amendment to Lease ("First Amendment") dated , 2022, between AG
DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and AXIS CONSTRUCTION
CONSULTING, INC., a California corporation ("Tenant"), concerning a portion of Suite 600 (the
"Expansion Space") and Suite 625 ("Existing 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 Expansion Space 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 Expansion Space
commenced to accrue on , 20
AGREED AND ACCEPTED:
TENANT:
a
By:
Print Name:
Title:
By:,
Print Name:
EXHIBIT "B"
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4886-7153-4375.2
OFFICE LEASE AGREEMENT
1201 DOVE STREET
NEWPORT BEACH, CALIFORNIA
THIS OFFICE LEASE AGREEMENT (the "Lease") is made and entered into as of the 91h day of March, 2019,
by and between AG DOVE OWNER, L.P., a Delaware limited partnership ("Landlord") and AXIS CONSTRUCTION
CONSULTING, INC., a California 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), and
Exhibit H (Asbestos Notification).
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
sixth (VI) floor of the Building and known as Suite 625. The "Rentable Square Footage of the Premises" is deemed
to be 4,454 square feet.
1.03 "Base Rent":
Period or Months of Term
Annual Base
Rent
Monthly Base
Rent
Monthly Base bent per Rentable
Square Font of the Premises
1-12*
$163,016.40
$13,584.70**
$3.05
13-24
$167,826.72
$13,985.56
$3.14
25-36
$173,171.52
$14,430.96
$3.24
37
NIA
$14,831.82
L $3.33
*Plus any partial month, if any, at the beginning of the Lease Term.
**Subject to abatement as set forth in Section 1 of Exhibit E attached hereto.
1.04 "Tenant's Pro Rate Share": 5.37% (4,454 square feet within the Premises 182,867 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 Rats 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: 2019; "Base Year" for Expenses: 2019.
1.06 "Term": A period of thirty-seven (37) full calendar months. The Term shall commence upon the date
that is the later of (the "Commencement Date") (a) April 1, 2019 or (b) the date the Landlord Work is Substantially
Complete (as defined in the Work Letter), as reasonably determined by Landlord, and shall expire on the date (the
"Expiration Date") that is the last day of the month that is thirty-seven (37) full calendar months after the month in
which the actual Commencement Date falls, subject to earlier termination, if applicable, in accordance with the terms
of this Lease. Landlord anticipates the Commencement Date will occur on or about April 1, 2019 (the "Target
Commencement Date").
1.07 "Security Deposit": $14,831.82.
1.08 "Broker": CBRE on behalf of Landlord. Tenant is not represented in connection with this Lease.
1.09 "Permitted Use": General office purposes.
1.10 "Notice Addresses
1201 ctSTREET
4834-9725-9656.2 Ve
Axis Construction ion Consulting
Landlord: Tenant:
AG DOVE OWNER, L.P.
Prior to Lease Commencement:
c/o Lincoln Property Company
150 Paularino, Suite D182
Axis Construction Consulting, Inc.
Costa Mesa, California 92626
2566 Barrington Court
Attention: Property Manager, 1201 Dove Street
Hayward, California 94545
Attention: President
After Lease Commencement
Axis Construction Consulting, Inc.
1201 Dove Street, Suite 625
Newport Beach, California 92660
Attention: President
1.11 "Landlord Work" means the work, if any, that Landlord is obligated to perform in the Premises
pursuant to a separate work letter agreement (the "Work Letter"), if any, attached to this Lease as Exhibit C.
1.12 "Parking Tenant shall have the right, but not the obligation, to use a total of 18 parking passes for
parking spaces as follows: 16 parking passes for unreserved parking spaces and 2 parking passes for reserved
parking spaces, at a monthly cost during the Term of $50.00 per parking pass for unreserved spaces and $100.00
per parking pass for reserved spaces (collectively, the "Parking Fee"), subject to the payment of Expenses
attributable to the parking areas and to the provisions set forth in Section 28. However, Tenant shall only be charged
the Parking Fee for the number of parking passes (not to exceed eighteen (18)) that Tenant has requested from
Landlord, with Tenant having the right to adjust from time to time such number of requested parking passes upon at
least thirty (30) days prior written notice to Landlord. Tenant agrees to pay for such requested 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 use of such parking passes shall be subject to the Rules and Regulations as set forth in Exhibit D to the Lease.
Landlord shall designate the location of any Tenant parking passes allocated for reserved parking spaces.
1.13 "Guarantor'" None.
Adjustment of Commencement Date; Possession.
2.01 Landlord's failure to substantially complete the Landlord Work by the Target Commencement Date
shall not be a default by Landlord or otherwise render Landlord liable for damages. 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 (defined
in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant
to approved plans, Tenant's failure to comply with any of its obligations under this Lease, 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. 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 51) 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 (1st) full calendar month of
this Lease. Following such stub period and commencing as of the first (15t) day of the first (151) 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 (1 st) 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).
2.02 Subject to Landlord performing any required Landlord Work, the Premises are accepted by Tenant
in "AS IS" condition and configuration without any representations or warranties by Landlord. Landlord shall not be
liable for any failure to deliver possession of the Premises or any other space due to the holdover or unlawful
possession of such space by any party. In such event, the Commencement Date for such space shall be postponed
until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party.
2.03 Within 30 days after the Commencement Date, Tenant shall return an executed Statement of Tenant
Regarding Lease Commencement in the form attached hereto as Exhibit G. The Statement of Tenant Regarding
Lease Commencement shall be binding upon Tenant unless Tenant objects thereto in writing within such 30 day
period.
3. Rent. Upon execution of this Lease, Tenant shall pay to Landlord the sum of $13,584.70 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 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 Rata 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
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4834-9725.9656.2
Axis Construction Consulting
i,�
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 5% of all past due Rent. In addition, past due
Rent shall accrue interest at 12% per annum (or the maximum rate legally permissible, whichever is less). 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. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal
or governmental entity (collectively, "Laws"), regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises. 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 or 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 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.
5. Security Deposit. The Security Deposit shall be delivered to Landlord upon the execution of this Lease by
Tenant and held by Landlord without liability for interest (unless required by Laws) as security for the performance of
Tenant's obligations. The Security Deposit is not an advance payment of Rent or a measure of damages. Landlord
may use all or a portion of the Security Deposit to satisfy past due Rent, to cure any Default (defined in Section 18)
by Tenant, or to compensate Landlord for any other loss or damage Landlord may suffer by reason of Ton
ant's
Default. If Landlord uses any portion of the Security Deposit, Tenant shall on demand restore the Security Deposit
to its original amount, and Tenant's failure to do so shall be a Default under this Lease. Landlord shall return any
unapplied portion of the Security Deposit to Tenant within 45 days after the latest to occur of: (a) payment of the final
Rent due from Tenant; or (b) the later to occur of the Expiration Date; or (c) the date Tenant surrenders the Premises
to Landlord in compliance with Section 26. Landlord shall not be required to keep the Security Deposit separate from
its other accounts. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any
successor Laws now or hereafter in effect, including, but not limited to, any provision of law which (i) establishes the
time frame by which a landlord must refund a security deposit under a lease, or (ii) provides that a landlord may claim
from a security deposit only those sums reasonably necessary to remedy defaults in the payment d rent, to repair
damage caused by a tenant, or to clean the subject premises. Tenant acknowledges and agrees that (A) any
statutory time frames for the return of a security deposit are superseded by the express period identified in this
Section 5 above, and (B) rather than be so limited, Landlord may claim from the Security Deposit (i) any and all sums
expressly identified in this Section 5, above, and (ii) any additional sums reasonably necessary to compensate
Landlord for any and all losses or damages caused by Tenant's default of this Lease, including, but not limited to, all
damages or rent due upon termination of this Lease pursuant to Section 1951.2 of the California Civil Code.
6. Building Services. Landlord shall furnish Tenant with the following services: (a) water service for use in
the base building lavatories, (b) customary heat and air conditioning in season from 8:00 A.M. to 6:00 P.M., Monday
through Friday (excepting nationally recognized holidays, which currently include New Years 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 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, not to exceed two (2) watts
connected load per usable square foot of the Premises calculated on a monthly basis for Building Service Hours,
Electricity used by Tenant in the Premises shall, at Landlord's option, be paid for by Tenant either: (1) through
inclusion in Expenses (except as provided for excess usage); (ii) 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.
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 6fel 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 Tenant's sole cost and expense, install devices to separately meter Tenant's electrical
consumption. Further, Tenant shall not install any supplemental or stand alone HVAC or cooling equipment or
systems without Landlord's prior written consent and Landlord may condition such consent upon the installation of
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separate meters to measure any related consumption of chilled water or electricity and compliance with Landlord's
design criteria so as not to affect base Building systems or equipment. Tenant's use of electricity shall never exceed
the capacity of the feeders to the Property or the risers or wiring installation, and Tenant shall not install or use or
permit the installation or use of any computer or electronic data processing equipment in the Premises that will result
in excess utilities consumption, without the prior written consent of Landlord. 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.
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 STARO Portfolio Manager
and information relating to compliance with "green building" initiatives, including, if applicable, the Leadership in
Energy & Environmental Design (LEED) certification program. Tenant shall throughout the Term of this Lease,
comply with all Federal, State or local laws, rules and regulations relating to consumption of utilities, energy or energy
efficiency (as they may be in enacted or in effect from time to time, "Energy Regulations"), and Tenant shall, upon
request by Landlord or Landlord's lender, deliver and/or disclose such information regarding the consumption of
utilities at the Premises as maybe required to comply with applicable Energy Regulations. Further, Tenant authorizes
Landlord to disclose such information and data regarding the Premises as may be requested or required from time
to time to comply with Energy Regulations.
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) 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), 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.
("5peclal 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 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. 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
ACTIVE OR PASSIVE NEGLIGENCE, INCLUDING SOLE OR GROSS 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 Center to 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 andlor other portions of the Property while engaged in making
improvements, repairs or alterations to the Building, the Property, or any portion thereof.
a. Leasehold Improvements, All improvements in and to the Premises, including any Alterations (defined
below) and any Tenant Improvements (as defined in the Work Letter) (collectively, "Leasehold Improvements")
shall remain upon the Premises at the end of the Term without compensation to Tenan#, Landlord, however, by
written notice to Tenant prior to the Expiration Date, may require Tenant, at its expense, to remove any electronic,
phone and data cabling and related equipment (collectively, "Cable") installed by or for the benefit of Tenant and/or
any Landlord Work or Alterations that, in Landlord's reasonable judgment, are not standard office improvements and
are of a nature that would require material removal and repair costs (collectively referred to as "Required
Removables"). Landlord may, in its sole discretion, require Tenant to provide a letter of credit, bond and/or some
alternate form of security satisfactory to Landlord in an amount sufficient to ensure any required removal of such
Required Removables.
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,
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at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not Landlord's
express responsibility under this Lease, and shall keep the Premises in good condition and repair, reasonable wear
and tear excepted, and in accordance with Laws (including, without limitation, California Energy Code, Title 24). If
Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice
shall not be required in an emergency), Landlord may make the repairs, and Tenant shall pay the reasonable cost of
the repairs, together with an administrative charge in an amount equal to 10% of the cost of the repairs. Landlord
shall perform all maintenance and repairs upon the: (a) structural elements of the Building; (b) mechanical, electrical,
plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the Building;
(e) exterior windows of the Building; and (f) elevators serving the Building. 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
Landlord may withhold and/or condition in its sole and absolute discretion. In order to obtain such approvals, Tenant
shall furnish Landlord with plans and specifications; names of contractors acceptable to Landlord; required permits
and approvals; evidence of contractor's and subcontractor's insurance in amounts reasonably required by Landlord
and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by
Landlord. 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. In addition, Tenant shall pay Landlord a fee
for Landlord's oversight and coordination of any Alterations equal to 10% of the cost of the Alterations. Upon
completion, Tenant shall furnish "as -built" plans for Alterations, completion affidavits and full and final waivers of lien.
10. Entry by Landlord. Landlord may enter the Premises to inspect or show the Premises, to clean and make
repairs, alterations or additions and to perform or facilitate maintenance, repairs, alterations or additions to any portion
of the Building. Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable
prior verbal notice of entry. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an
abatement or reduction of Rent.
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 or 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. In addition, in connection with any Transfer, Landlord shall be entitled to increase the Base Rent
payable hereunder to the Market Rent effective as of the first day of such Transfer. "Market Rent" shall mean the
monthly amount per square foot in the Premises that a willing, non -equity new tenant would pay and a willing landlord
would accept at arm's length for space in a comparable office park, with comparable tenant improvements, in a
comparable location, giving appropriate consideration to monthly rental rates per square foot, the presence or
absence of rent escalation clauses such as operating expense and tax pass-throughs, length of lease term, size and
location of premises being leased and other generally applicable terns and conditions of tenancy for a similar office
park. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or
successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or
equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of
the proposed transferee. In no event shall any Transfer release or relieve Tenant from any obligation under this
Lease. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord's review of any requested Transfer.
Additionally, Tenant shall reimburse Landlord for all attorneys' fees and costs incurred by Landlord with respect to
any Transfer, whether consented to or not. 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.
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 10
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. 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,
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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.
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 "AI! Risk" or Special Form Perils, with coverage for broad
form water damage including earthquake sprinkler leakage and pollution coverage for damage caused by heat,
smoke or fumes from a hostile fire, at full replacement cost value (without deduction for depreciation) and with a
replacement cost endorsement covering all of Tenant's business and trade fixtures, equipment, movable partitions,
furniture, merchandise and other personal property within the Premises ("Tenant's Property") and any Leasehold
Improvements performed by or for the benefit of Tenant;
(c) Extra Expense, Loss of Income or Property/Business Interruption Insurance, in such
amounts as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils included within "All
Risk" coverage or otherwise commonly insured against by prudent tenants or attributable to prevention of access to
the Premises, Tenant's parking areas or to the Building as a result of such perils, with such coverage to extend to
actual loss sustained subject to a minimum of one 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 maybe 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;
(a) 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 Leasehold Improvements performed by Tenant within the Premises,
Builder's Risk insurance or an Installation Floater.
In addition to the foregoing, Tenant shall carry and maintain during the entire Term, at Tenant's sole cost and
expense, increased amounts of the insurance required to be carried by Tenant pursuant to this Section 14 and such
other reasonable types of insurance coverage and in such reasonable amounts covering the Premises and Tenant's
operations therein, as may be reasonably requested by Landlord, but in no event in excess of the amounts and types
of insurance then being required by landlords of other comparable buildings in the vicinity of the Building.
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 shall (1) name Landlord (or its successors and assignees), the managing agent for the Building (or any
successor), and their respective members, principals, beneficiaries, partners, officers, directors, employees, lenders
and agents, and other designees of Landlord and its successors as the interest of such designees shall appear, as
additional insureds (utilizing endorsement ISO Form CG 2011 11185 or equivalent), (H) must contain an endorsement
stating "such insurance as is afforded by this policy for fhe benefit of Landlord and any other additional insured(s)
designated by Landlord, shall be primary as respects any liability or claims arising out of the occupancy of the
Premises by Tenant or Tenant's operations, and any insurance carried by Landlord or any other additional insured(s)
shall be non-contributory" provision that the insurance afforded by such policy is primary insurance, iti contain an
endorsement that the insurer waives its right to subrogation as described in Section 15 below; (iv) contain a cross -
liability endorsement or separation of insuredslseverability of interests clause. All policies of Tenant's Insurance shall
contain an unqualified thirty (30) days' advance written notice of any cancellation, termination, material change or
lapse of insurance. No policy required hereunder shall contain a co-insurance clause and all policy deductibles shall
be acceptable to Landlord. Tenant shall provide Landlord with a certificate of insurance evidencing all insurance
required to be carried by Tenant hereunder (including evidence of all required endorsements and additional insured
coverage as noted above) at least fifteen (15) days prior to the earlier to occur of the Commencement Date or the
date Tenant is provided with possession of the Premises, and thereafter as necessary to assure that Landlord always
has current certificates evidencing Tenant's Insurance. If any such initial or replacement policies or certificates are
not furnished within the times) specified herein, Tenant shall be deemed to be in material Default under this Lease
without the benefit of any additional notice or cure period provided in Section 18 below, and Landlord shall have the
right, but not the obligation, to procure such policies and certificates at Tenant's expense, and Tenant shall pay the
cost thereof within ten (10) days following Landlord's submission of an invoice therefor. In no event shall the limits
of any insurance policy obtained by a Tenant be considered to limit the liability of Tenant under this Lease. Further,
and without limitation of Section 27.05 herein, all obligations placed on Tenant in this Section 14 and the below
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4834-9725-9656.2 Axis Construction Consufting
Z2
Sectlon 15 (including, but without limitation and purely for the avoidance of doubt, maintenance of products -completed
operations coverage, additional insured status for completed operations, primary and non-contributory coverage, and
waiver of subrogation) shall survive the termination or expiration of this Lease.
15. Subrogation. Landlord and Tenant hereby waive and shall cause their respective insurance carriers to
waive any and all rights of recovery, claims, actions or causes of action against the other for any loss or damage to
person with respect to Tenant's Property, Leasehold Improvements, the Building, the Premises, or any contents
thereof, including rights, claims, actions and causes of action based on negligence, which loss, damage or injury is
(or would have been, had the insurance required by this Lease been carried) covered by insurance. As noted above,
Tenant also waives subrogation with respect to losses or claims covered by worker's compensation insurance.
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
that it cannot reasonably be repaired within 120 days after the date of the Casualty. If this Lease is not terminated,
Landlord shall promptly and diligently, restore the Premises. Such restoration shall be to substantially the same
condition that existed prior to the Casualty, except for modifications required by Laws. 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 Leasehold Improvements performed by or for the benefit of
Tenant; provided if the estimated cost to repair such Leasehold Improvements 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. Within 15 days of demand, Tenant shall also pay
Landlord for any additional excess costs that are determined during the performance of the repairs. 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. Provided that Tenant is not in Default, 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 Promises
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, 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 partof 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.
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. Tenant hereby
waives any and all rights it might otherwise have pursuant to Section 1265.130 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 3 days after written notice to Tenant, which
notice shall be in satisfaction of, and not in addition to, notice required by Laws ('Monetary Default"); (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 3 days after written notice to Tenant; or (c) Tenant's failure (other than a Monetary Default)
to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within 10 days after
written notice to Tenant, which notice shall be in satisfaction of, and not in addition to, notice required by Laws
(including, without limitation, Section 1161 of the California Code of Civil Procedure), provided, however, if Tenant's
failure to comply cannot reasonably be cured within 10 days, Tenant shall be allowed additional time (not to exceed
60 days) as is reasonably necessary to cure the failure so long as Tenant commences to cure within 10 days and
Tenant diligently pursues the cure to completion.
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:
(i) The Worth at the Time of Award (as defined below) of the unpaid Rent which had
been earned at the time of termination;
(a) 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;
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(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;
(iv) Any other amount necessary to compensate Landlord for all the detriment either
proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or which in the ordinary
course of things would be likely to result therefrom; and
(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 (ii) 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, 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 form of cash, money order, cashiers 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,
reietting, appointment of a receiver to protect Landlord's interests hereunder, or any other action or omission by
Landlord shall he 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.
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
ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN
ANY LITIGATION ARISING OUT OF OR RELATING TO THIS LEASE.
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.
19.06 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 10% of the cost of the work performed by Landlord.
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.
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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. Landlord, at its expense, at any time before or during the Term, may relocate Tenant from the
Premises to space of reasonably comparable size and utility ("Relocation Space") within the Building or neighboring
buildings owned by Landlord or an affiliate of Landlord upon 60 days' prior written notice to Tenant. Expenses to be
Paid by Landlord are limited to Tenant's reasonable and actual expenses resulting from the physical relocation of
Tenant's furniture, fixtures and equipment to the Relocation Space. From and after the date of the relocation,
"Premises" shall refer to the Relocation Space into which Tenant has been moved and the Base Rent and Tenant's
Pro Rata Share shall be adjusted based on the rentable square footage of the Relocation Space.
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 200% of the fair market gross
rental for the Premises as reasonably determined by Landlord (which in no event shall be less than 200% of the sum
of the Base Rent and 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 Tenant fails to surrender
the Premises upon the termination or expiration of this Lease, in addition to any other liabilities to Landlord accruing
therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all loss, costs (including
reasonable attorneys' fees) and liability resulting from such failure, including any claims made by any succeeding
tenant founded upon such failure to surrender, and any lost profits to Landlord resulting therefrom.
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 lien(s) now or subsequently arising upon the Premises,
the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred
to as a "Mortgage"). This clause shall be self -operative, but upon request from the holder of a Mortgage (a
"Mortgagee"), Tenant shall execute a commercially reasonable subordination agreement within 10 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. Tenant shall, within 10 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. Prior to the execution of this Lease by Landlord and at any time during the Term of
this Lease upon ten (10) days prior written notice from Landlord, Tenant agrees to provide Landlord with a current
financial statement for Tenant and any guarantors of Tenant and financial statements for the two (2) years prior to
the current financial statement year for Tenant and any guarantors of 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.
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 ovemight 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 orthe 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
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 and any designated Required Removables 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 at seq. with respect to such Tenant's Property). if
Tenant fails to remove any of the designated Required Removables by the Expiration Date or perform related repairs
in a timely manner, Landlord may perform such work at Tenant's expense, and Tenant shall be deemed to be in
holdover of the Premises pursuant to Section 22 above during the reasonable period of time required for the removal
of Tenant's Property.
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27. Miscellaneous.
27.01 Costs and Ex enses• 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 partys 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 the Security Deposit or Rent), the period of time for the performance of such action
shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God,
shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control
of the performing party ("Force Majeure"). Force Majeure shall not include financial difficulties of the party required
to perform.
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, including the Security Deposit,
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 and the return of any Security Deposit.
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 Obff atigns. 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 Eniovment: Binding Covenants. Landlord covenants that Tenant, on paying the Rent, charges
for services and her 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 Agreement. 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. In such event, Tenant shall, within ten (10) days after execution of this Lease, deliver to Landlord satisfactory
evidence of such authority and, if an entity, upon demand by Landlord, also deliver to Landlord satisfactory evidence
of O good standing in Tenant's state of incorporation or formation and (ii) qualification to do business in California.
27.09 Confidentiality. Tenant acknowledges that the content of this Lease and any related documents are
confidential information. Tenant shall keep such confidential information strictly confidential and shall not disclose
such confidential information to any person or entity other than Tenant's financial, legal, and space planning
consultants.
27.10 Asset Control and Anti -Terrorism Re ulations. 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
web address: httpJlwww.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 concems; (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 (1) 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.
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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 use of the Premises, (ii) the Alterations or any
tenant improvements in the Premises, 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, or use of the Premises for non -general
office use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a slate, federal
or local governmental body charged with the establishment, regulation and enforcement of occupational, health or
safely standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense,
to comply promptly with such standards or regulations. 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 or to 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, (11) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY
CALIFORNIA LAW, AND (III) 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
andlor 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.
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 shall have no
responsibility or for any reason be liable to Tenant for any direct or indirect injury to or interference with Tenant's
business arising from the Renovations, nor shall Tenant be entitled to any compensation or damages from Landlord
for loss of the use of the whole or any part of the Premises or of Tenant's personal property or improvements resulting
from the Renovations or Landlord's actions in connection with such Renovations, or for any inconvenience or
annoyance occasioned by such Renovations or Landlord's actions,
28. Parting
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.
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28.02 Visitor Parking Charnes. 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 Packing Rules. The use of the parking areas shall be subject to any reasonable, non-discriminatory
rules and regulations adopted by Landlord andlor 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 limitation, parking in spaces designated as reserved spaces, illegal parking, and
any non-compliance with posted signage, then Landlord shall have the right, without notice, in addition to such other
rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost thereof to
Tenant, which cost shall be immediately payable by Tenant upon demand by Landlord.
29. Joint and Several Obligations. If more than t 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. 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.
31, Hazardous Substance Disclosure. 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 orthe 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, 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.
[SIGNATURES ON NEXT PAGE]
-12- 1201 DOVE STREET 4834-9725-9656.2 rC/
Axis Construction Consulting ((
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 p riner
By:
Name: Parke Miller
Title: Authorized i9tory
TENANT:
AXIS CONST TION qONSULTING, INC.,
a Califomi orpo ati
By:
Name: , p ay JA- 11'
&-v Title: V
By:
Name:
Title:
5,S731 Sr
Tenants Tax ID Number (FEIN)
S-1 1201 13OVE STREET
Axis Construction Consulting
4834-9725-965ti.2
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 1241 DOVE STREET
_3 _ Axis Construction Consulting
4834-9725-9656.2
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 AXIS CONSTRUCTION CONSULTING, INC., a California corporation
("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
Payments.
1,01 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.
1.03 Notwithstanding anything to the contrary in the Lease or this Exhibit B, Tenant shall have no
obligation to pay to Landlord the Expense Excess or the Tax Excess for the first twelve (12) months of the initial
Lease Term.
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 for the 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; (a) 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 0) 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 and (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 over the 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 estimated 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 Expenses shall not include: depreciation; principal payments of mortgage and other non -operating
debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation
proceeds; costs in connection with leasing space in the Building, including brokerage commissions; lease
concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in connection
EXHIBIT B 1201 DOVE STREET
-1- Axis Construction Consulting
4934-9725-9656,2
with the safe, financing or refinancing of the Building; fines, interest and penalties incurred due to the late payment
of Taxes or Expenses; organizational expenses associated with the creation and operation of the entity which
constitutes Landlord; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants
in the Building under their respective leases.
2.03 If at any time during a calendar 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. If Expenses for a calendar year are determined as provided in the
prior sentence, Expenses for the Base Year shall also be determined in such manner.
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 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; 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.
EXHIBIT B 1201 DOVE STREET
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4834-9725-9656.2
EXHIBIT C
WORK LETTER
(TURN KEY NO CAP)
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 AXIS CONSTRUCTION CONSULTING, INC., a California corporation
("Tenant") for space in the Building located at 1201 Dove Street, Newport Beach, California.
Landlord, at its sole cost and expense (subject to the terms and provisions of Section 2 below) shall perform
improvements to the Premises in accordance with the following work list (the "Work List") using Building
standard methods, materials and finishes. The improvements to be performed in accordance with the Work
List are hereinafter referred to as the "Landlord Work". Landlord shall enter into a direct contract for the
Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to
select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord Work shall
include any and all architectural fees, engineering fees, and city permits.
WORK LIST
a Construct two new perimeter offices in the Premises in the locations shown on Schedule I attached
hereto. Such offices will not have sidelights. The doors and hardware in such offices to match the existing
doors and hardware in the rest of the Premises. Add an outlet and data drop (conduct and junction box only)
in each such office.
a Patch the wails and repaint the walls as necessary as to those walls impacted by the construction of
the above referenced two new perimeter offices in the Premises, but leave the blue accent wall in the location
indicated on Schedule 1 attached hereto
Recarpet the carpeted portions of the Premises with new baseboards in the location indicated on
Schedule 1 attached hereto
Install VCT flooring in the small storage room in the Premises
Install 2 -15 amp outlets for copiers in the location shown on Schedule 1 attached hereto
Landlord to investigate whether any sound mitigation can be added related to the noise from the
restroom adjacent to the Premises (approximate location shown on Schedule 1 attached hereto)
Seal the window mullion in the Premises' large conference from the adjacent space
2. All other work and upgrades, subject to Landlord's approval, shall be at Tenant's sole cost and expense, 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 Tenant Delay in completion of the Premises resulting from any such other
work and upgrades requested or performed by Tenant. As a potential alternate cost that would be Tenant's
responsibility as set forth in this Section 2, Landlord will obtain a cost bid for Tenant's approval to install a
five foot (5') banded frost for the conference room and all perimeter offices and leaving approximately two
feet (2') clear up from the floor and down from the ceiling.
1 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.
4. Landlord and Tenant agree to cooperate with each other in order to enable the Landlord Work to be
performed in a timely manner and with as little inconvenience to the operation of Tenant's business as is
reasonably possible. Notwithstanding anything herein to the contrary, any delay in the completion of the
Landlord Work or inconvenience suffered by Tenant during the performance of the Landlord Work shall not
delay the Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting
therefrom or entitle Tenant to any credit, abatement or adjustment of Rent or other sums payable under the
Lease.
5. The Landlord Work shall not include any of Tenant's trade fixtures, equipment, furniture, furnishings,
telephone and data equipment, or other personal property. Tenant shall assume full responsibility to ensure
that all items associated with the Landlord Work are adequate to fully meet the requirements of Tenant's
intended use of the Premises.
6. For purposes of this Lease, including for purposes of determining the Commencement Date (pursuant to
Section 1.06 of the Basic Lease Information of the Lease), the Landlord Work shall be "Substantially
Complete" upon the completion of the Landlord Work in the Premises pursuant to the Work List above, with
the exception of any punch list items that do not materially and adversely affect Tenant's use and occupancy
of the 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.
7. This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or
from time to time, whether by any options under the Lease or otherwise, or to any portion of the original
Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the
EXHIBIT C 1201 DOVE STREET
Ax s Construction Consulting
4834-9725-9856.2
Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or
any amendment or supplement to the Lease.
EXHIBIT C 1201 DOVE STREET
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4834-9725-9656.2
SCHEDULE 1 TO EXHIBIT C
DEPICTION OF CERTAIN ITEMS ON THE WORK LIST
SCHEDULE 9 TO 1201 DOVE STREET
EXHIBIT C Axis Construction Consulting
4834-9725-9656,2
SUME 426F
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Soar
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off. vova sTj Kiwpowr aucn
SCHEDULE 1 TO
EXHIBIT C
-2-
1201 DOVE STREET
Abs Construction Consulting
0.8349725-9656.2
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 shalt 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.
7. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of
merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall
be restricted to hours 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 a€I 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.
8. 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.
g. 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,
any asbestos -containing materials or any solid, liquid or gaseous material now or subsequently considered
EXHIBIT D 1201 DOVE STREET
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4834-9725-9656.2 /
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 othertenant'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.
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) Ali directional signs and arrows must be observed.
EXHIBIT D 1201 DOVE STREET
_2- Axis Construction Consulting
4834-9725-9656.2 bee
_J
(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.
(A) 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
(a) 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.
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.
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
and completely advised of the potential dangers incidental to parking in the parking areas and the terms and
conditions set forth above.
EXHIBIT D 12D1 DOVE STREET
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EXHIBIT E
ADDITIONAL PROVISIONS
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 AXIS CONSTRUCTION CONSULTING, INC., a California 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 second (2nd) full calendar
month of the Term of this Lease (the "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. Permitted Subleases. Tenant shall be permitted, upon prior written notice to Landlord (without
otherwise triggering the provisions of Section 11 of the Lease) to enter into up to two (2) subleases of up to a total of
five (5) individual offices in the aggregate for all subleases in effect at any given time, and such sublease(s) shall not
be deemed a Transfer under Section 11 of the Lease; provided that (a) Tenant shall give Landlord prior written notice
of any such sublease(s) and promptly supply Landlord with any documents or information requested by Landlord
regarding such sublease(s) (including, but not limited to, applicable certificates of insurance and financial statements),
(b) each sublease document and the financials of such subtenant is reasonably approved in advance by Landlord,
and (c) Tenant shall not be permitted to separately demise any such subleased space nor shall such subtenants be
permitted to maintain a separate reception area in the Premises. However, any proposed sublease which would
result in more than two (2) subleases being in effect at any one time and/or more than five (5) individual offices in the
aggregate being subleased at any one time, shall require Landlord's prior written consent and shall be deemed a
Transfer under this Section 11.
3. Contingency. Tenant hereby agrees and acknowledges that this Lease is hereby made expressly
contingent upon an affiliate of Landlord's successful consummation of a lease termination agreement with Ulich,
Ganion, Balmuth, Fisher & Feld LLP for Suite 300 at 4041 MacArthur Boulevard and in the event Landlord's affiliate
does not consummate such lease termination agreement on or before March 15, 2019, this Lease shall, at Landlord's
option, be null and void and of no force or effect, which termination option shall be effective upon delivery of written
notice to Tenant. In the event the contingency set forth above is satisfied before Landlord delivers a termination
notice, the right to terminate shall cease and this Lease shall remain in full force and effect.
EXHIBIT E 1201 DOVE STREET
Axis Construction Consulting I
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EXHIBIT F
INTENTIONALLY OMITTED
EXHIBIT F 1201 DOVE STREET
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m
EXHIBIT G
STATEMENT OF TENANT REGARDING LEASE COMMENCEMENT
The undersigned as 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
20 and end on
7) Tenant's obligation to pay Tenant's Pro Rata Share of Expenses and Taxes will commence on
Yours very truly
a
By:
Name:
Its:
EXHIBIT G 1201 DOVE STREET
4834-9725-9656.2 -1_ Axis Construction Consulting
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 AXIS CONSTRUCTION CONSULTING, INC., a
California corporation ("Tenant") for space in the Building located at 1201 Dave 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 1201 DOVE STREET
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4834-9725-9656.2