DocuSign Envelope ID: 034524~CF-4696-9440-30B6B5B12625
DocuSign Envelope ID: 197E493C-423C-4DC1 -BEC4-D9781E7D0358 60447235.v9
LEASE AGREEMENT
BY AND BETWEEN
CITY OF ALAMEDA,
a charter city and municipal corporation
AS LANDLORD
and
ASTRA SPACE OPERATIONS, INC.
A DELAWARE CORPORATION
. ASTENANT
Execution Version
Exhibit 1
1 DocuSign Envelope ID: D345243trF7CF-4696-9440-30B6B5B 12625 DocuSlgn Envelope ID: 197E493C-423C-4DC1-BEC4-D9781E7D0358
TABLE OF CONTENTS
PAGE
1. Demise .......... ~ ................................................................................................................... 4
2. Premises . ................................................................................................ ~ ......................... 4
2.1. Premises ................................................................................................................ 4
2.2. Land and Parking ................... : .......................................................... ., ................... 4
2.3. Lease in Furtheran:ce of Con.veyance .................. ~ .................................................. 5
2.4. Possession ............... ; ...... : ........ : ....... · .................... ~ .................................................... 5
2.5. Landlord's Reserved Rights .................................................... .......................... .... 6
3. Term ......................................................................... .-: .....................................................•. 6
3.1. Term ............................................................................................................................ 6
3.2. Surplus Lands.Act .................................................................................................. 6
4. Rent ............................................................ : ............... ~ ..................................................... 7
4.1. Base Rent. ....................................................... ............................................. ........... 7
4.2. Additional Rent. ............................................ .................... , ..................................... 8
4.3. Late Charge ...... : ......................... ............................................................... ............ 8
4.4. Interest .............................. : ........................ ................. : ...................... , .................. 8
5. Operating Expenses and Taxcs .................... ................................................................. 8
5.1. Definitions ........................................................................................... : ................. 8
5.2. Determination and Payment of Operating Expenses and Taxes ............ ............... 9
6. Use; Compliance with Laws ................ ~ .......... ~ ............................................................. 10
6.1. Use .................................. ............................ ........................................................ 10
6.2. Compliance with Laws ........................... .. ~ ............................. ............................ 10
6.3. Compliance with Restrictions .................................................................... ~ ........ 11
6.4. Use Permit ................................................. : ......................................................... ,11
7. Security Deposit ............................................................................................................ 11 60447235.v9
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TABLE OF CONIENTS
(CONTINUED)
PAGE
8. Utilities ............................................................................................................................ 13
8.1. Payments for Utilities and Services .................................................................... 13
8.2. Water Infrastructure ................................................. ......................................... :.13
8.3. No Liability ofLandlord .............................. ..................................................... .. 13 . .
9. Personal Property and Possessory Interest Taxes ..................................................... 14
9.1. Tenant's Tax Obligation ................................................................................... .. 14
9.2. Personal Property Taxes ... , ........................................................................... ~ ........ 14 9 .3. Possessory Interest Taxes ........................ ............................................. .............. 14
9.4. Payment ................ ~ ....................................... ........................................ : ............. 14
10. Alteratio11s ..................................................................................•.................................. 14
10. l. Landlord Consent Required .............................. : ............................. ~ ................... 14
10.2. Alterations ..................................... ............................. .-....................................... 15
10.3. Liens ................................................................................................................... 16
11. Maintenance and Repair of Premises ......................................................................... 16
11.1. Maintenance and Repair by Tenant. ................................................................... 16 11 .2. Maintenance and Repair by Landlord ................................................................ 17
12. Environmental Protection. Provisions ...................................................... ~ .................... 17
12.1. Hazardous Materials ............................. : .................................................. ........... 17 .12.2. Reportable Uses Required Consent .................................................................... 17
12.3. Remediation Obliga.tions ........................ ............................................. .......... ~ .... 18.
12.4. Environmental Permits ....................................................................................... 19
12.5. Landlord's lnspection Right ............................................................. .................. 19
12.6. Hazardous. Materials Handling Plan ................................... ........................... ..... 19
12.7. Hazardous Materials Indemnity ...................................................................... .... 20
13. Assignment and Subletting. ···~··········································· ·· ········································21 11 60447235.v9
3 DocuSign Envelope ID: D345243trf7CF-4696-9440-30B6B5B12625 DocuSign Envelope ID: 197E493C-423C-4DC1-BEC4-D9781 E700358
TABLE OF CONTENTS
(CONTINUED)
PAGE
13 .1. Landlord Consent Required ................................................................................ 21
13.2. Landlord Recapture ............................................ , ............................................... 21
13.3. Reasonable Consent. ............................................................................................ 21
13.4. Tenant Affiliates ................................................................................................. 22
13.5. No Release .............................................................................................................. 23
13.6. Expenses and Attorneys' Fees .......................................... ,. ............................... ~23
13.7. Limitations on Transfer Reasonable .................................................................... 23
14. Indemnity and Waiver of Claims ...... .................................................... · ......................... 23
14.1. Tenant lndemnification ............................................................. · ........................... 23
14.2. Waiver of Claims ................ : .................................................................................. 24
14.3. Survival/No Impairment ...................................................................................... 24
15. Insura11ce ....................................................................................................................... 24
15..1. Tenant's Insurance ............................................................................................... 24
15.2. Requirements .For All Policies ............................................................................. 26
15.3. Certificates oflnsurance .......... · ........................... · ..................... : ............................. 26
16.. Damage or Destructio11. ····································································t•••·························26
16.1. Definitions . ............................................................................................................. 26 .
16.2. Partial Damage~ Insured Loss ............................................................................. 27
16.3 .. Partial Damage-Uninsured Loss ....................................................................... 27
16.4. Total Destruction ................................................................................................ 28
16.5. Damage Near End ofTerm .................................................................................. 28
16.6. Abatement of Rent ..... : .......................... ;'. ............................................................. 28
17. Condemnation ..................... ~ ......................................................................................... 28
18. Default ....................... ~ ............. · ....................................................................................... 29
18.1. Events of Default .............................. : ................................................................... 29 lll
60447235.v9
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TAULE OF CONTENTS
(CONTINUED)
PAGE
18.2. Remedies ....................... ~ ....................... : ............................................................ 30
18.3. No Waiver ........................................................................................................... 31
18.4. Waiver of Redemption, Reinstatement, or Restoration ...................................... 31
18. 5. Remedies Cumulative .................................................................... ; .................... 31
18.6. Landlord's Right to Perf01m Tenant's Obligations ............................................ 31
18.7.. Severability ........................................................................................................... 32
18.8. Landlord Default. ................... : ............................................................................ 32
19. Limitation of Liability .................................................................................................. 32
20. Surrender of Premises ................................................................................................... 32
21. Holding Over .................................................................................................................. 33
22. Mortgages ...................................................................................................................... 33
22.1. Subordination to Mortgages ................................................................................ 33
22.2. Mortgage Protection .............. : ............................................................................ 34
23. Tenanf's Estoppel Certificate ...................................................................................... 34
24. Safety Plan .................................................................................... , ................................ 34
25. Notice ....... ...................................................................................................................... 35
26. Labor Provisions ........................................................................................................... 35
26.1. Equal Opportunity .. · ............................................................................................. 35
26.2. Convict Labor ..................................................................................................... 35
26.3. Prevailing Wages and Related Requirements ..................................................... 36
26.4. Impact of Project Stabilization Agreement ........................................................ 36
26.5. . ..................... : ............................................................................ ........................... 36
27. Temporary License Agreement ......................................... ................................... ~ ..... _.36 ·
27.1. License for Premises ................................. .......................................................... 36
27.2. Termination ofLicense ..... · .................................................................................. 37 lV
60447235.v9
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TABLE OF CONTENTS
(CONTINUED)
PAGE
27.3. Effect of License Termination .................... .' ............................................. : ......... 37
28. ·Miscellallcous, .................................................................................................. ~ ............ 37
28.1. Governing Law ................................................. : .................................................. 37 ·
28.2. Severability ........................................................................................................... 38
28.3. Attorneys' Fees ......... ~ ......................... -. ............................................................... 38
28.4. Force Majeure ....................................................................................................... 38
28.5. Sale ..................................................................................................................... 38
28.6. Signs ................................................................................................... : ................ 38
28.7. Brokers ......... ; ....................................................................................................... 38
28.8. Access by Landlord ............................................................................... : .............. 39
28.9. Waiver of Right to Jury Trial ............................................................................. 39 .28.10. Recordation ............................................................................ : .............................. 39
28.11. Article and Section Titles ............................................. .-....................................... 40
28.12. Authority ......................... ., ................................................................................... 40
28. 13. Quiet' Possession ................................................................................................. 40
28.14. Asbestos Notification for Commercial Property Constructed Before 1979 ...... .40 28 .15. Lead Warning Statement .................................................................................... 40
28.16. OFAC Certification .............................................................................................. 40
28.17. Certified Access Specialist Disclosure .............................................................. .41
28.18. Tilne of the Essence, ............................................................................................... 41
28.19. Entire Agreement. ........... '. .................................................................................... 41
28.20. Rules and Regulations ......................................... : ................................... , ........... 41
28.21. Financial Statement ..................... · ................................. : ...................................... 42
28.22. Relocation Benefits ..................................................................... , ........................ 42
28.23. A.lruneda NAS Historic District .......................................................................... 42 v
60447235.v9
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TABLE OF CONTENTS
(CONTINUED)
PAGE
28.24. Subdivision and Development of Property ........................................................ .42
28.25. Environmental and Planning Documents ................................ : ....................... .. .42
28.26. Counterparts ........................................................................................ ................ 43
28.27. Landlord's Consent or Approv al .................................................. ...................... 43
28.28. Animals in the Building .......................................................................... ............ 43 Vl
60447235.v9
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INDEX OF EXHIBITS
Exhibit
A PREMISES
A-1 LAND
A-2 PARKINGAREA
B COMMENCEMENT LETTER
C LEASE IN FURTHERANCE OF CONVEYANCED
D ACKNOWLEDGMENTOFRECE~T
E ENVIRONMENTAL QUESTIONNAIRE
F RULES AND REGULA TIO NS
G WORK LETTER
H GUARANTY OF LEASE
vii
60447235.v9
8 DocuSign Envelope ID: D345243trf7CF-4696-9440-30B6B5B12625 DocuSign Envelope ID: 197E493C-423C-4DC1-BEC4-D9781E7D0358 60447235.v9
LEASE AGREEMENT
BASIC LEASE INFORMATION
Lease Date: D t d f c. .:: 1 a e as o -----.tot ; re.terence purposes on y Landlord:
Landlord's Address:
Tenant:
City of Alameda ,
a charter city and municipal corporation
City of Alameda
Alameda City Hall
2263 Santa Clara Ave
Alameda, CA 94501
Tel: (510) 748-4509
Attn: City Manager
Notice Copy to:
RiverRock ~eal Estate Group, Inc., as Agent for
City of Alameda
950 W. Mall Square, suite 239
Alameda, CA 94501
Tel: (510) 749~0304
Astra Space Operations, Inc.
Tenant's Address: 1900 Skyhawk Street
Alameda, CA 94501
Telephone: (866) 278-7217
Premises:
Notice Copy to:
Katheryn A.. Gettman
Cozen O'Connor
33 South Sixth Street, Suite 3800 .
Minneapolis , MN 55402
Tel: (612) 26~9075 .
Approximately 179,070 square feet of warehouse manufacturing space in the Building located at 1900 Skyhawk Street, Alameda, CA 94501
Building: Building 360
Length of Term: Fifty nine (59) months
1 December 6, 2022
9 DocuSign Envelope ID: D345243trf7CF-4696-9440-30B6B5B12625 DocuSign Envelope .ID: 197E493C-423C-4DC1-BEC4-D9781 E7D0358 Estimated Commencemem ' 2022
Date:
Estimated Expiration Date: The last day of the.fifty-ninth (59th) month following the Commenceme nt Date.
Extension Option: None
*Base Rent:
*Subject to abatement rights Months Monthly Base Rent
set forth in Section 4.1 (b)
($0.92/sq.ft./month) 1-12 $164,744.40*
· ($0.95/sq.ft./month) 13-24 $170,116.50*
($0.99/sq.ft./month) 25 - 36 $177,279.30*
($1.02/sq.ft./month) 37 -48 $182,651.40*
($1.05/sq.ft./month) 49-59 $188,023.50 *
Taxes and Utilities: Tenant shall pay all costs for services and utilities to the Premises, as defined in the Lease.
Tenant shall pay all taxes
(including possessory interest taxes) levied on or against the Premises or its personal property.
Tenant's Share: 100%
**Security Deposit: $188,023.50
**Subject to alternate Letter of
Credit set forth in Section 7 '
Guaranty by: Astra Space, Inc".
Permitted Use: Aerospace development, testing and manufacturing facility and related administrative office functions.
Parking: Tenant shall have the right to have its employees and visitors park in the paved areas adjacent to the Building as identified as the 2 60447235.v9
I
I
. !
January 6, 2023
10 DocuSign Envelope ID: D345243trf7CF-4696-9440-30B6B5B12625 DocuSign Envelope ID: 197E493C-423C-4DC1-BEC4-D9781E7D0358 60447235.v9
Parking Areas on Exhibit A-2 attached hereto , as ftuther set fo1th in Section 2.2 herein below.
Brokers: Cushman & Wakefield (Landlord Broker)
3 11
DocuSign Envelope ID: D345243trF7CF-4696-9440-30B6B5B 12625 DocuSlgn Envelope ID: 197E493C423C-4DC1-BEC4-09781E7D0358
LEASE AGREEMENT
TIDS LEASE AGREEMENT is made and entered into by and between CITY OF ALAMEDA, a charter city and municipal corporation ("Landlord") and ASTRA SPACE OPERATIONS, INC., a Delaware corporation ("Tenant"). The Basic Lease Informatio n, the Exhibits and this Lease Agreement are and shall be construed as a single instrument and are referred to herein as the "Lease".
RECITALS
A The United States of America, acting by and through the Department of the Navy ("Government") and The Alameda Reuse and Redevelopment Authority, a Joint Powers Authority established by the City of Alameda and County of Alameda under the California Joint Exercise of Powers Act as set forth in Title 1; Division 7, Chapter 5, Article 1 of the Government Code of the State of California (Government Code Section 6500 et seq.), ("Lessee") entered in to that certain Lease in Furtherance of Conveyance dated June 6th 2000 ("LIFOC") fot a term of fifty ye_ars, a copy of which is attached hereto as Exhibit C.
B. This Lease is a Sublease pursuant to the terms and conditions of the LIFOC. The Premises under this Lease are a portion of the Leased Premis es under the LIFOC and subject to the sublease obligations of Lessee, including the _requirement to seek consent to this Lease from the Government, not to be unreasonably withheld .
AGREEMENT
1. DEMISE. -
In consideration for the rents and all other charges and payments payable by Tenant, and for the agreements, terms and conditions to be performed by Tenant in this Lease, and subject to delivery of the Guaranty of Lease set forth in Exhibit H, City Council approval and consent of the Government, Landlord does hereby lease to Tenant and Tenant does hereby hire and take from Landlord, the Premises described below, upon the agreements, terms and conditions of this Lease for the Term hereinafter stated. Tenant will perform all of its initial Tenant improvements to the Premises in accordance with the terms of this Lease and Work Letter attached as Exhibit G.
2. PREMISES.
2.1. Premises. The Premises demised by this Lease are as specified in the Basic Lease Information. Said Premises are located on property commonly referred to as the former Naval Air Station Alameda ("Property") . The Premise s have the address and contain the square footage specified in the Basic Lease Information ; provided , however , that any statement of square footage set forth in this Lease is an approximation which Landlord and Tenant agree is reasonable and no economic terms based thereon shall be subjectto revision whether or not the actual square footage is more or less.
- 2.2. Land and Parking.. Provided that Tenant shall not be in Default under the terms and conditions of this Lease , in addition to the Premises and for no additional Rent or other consideration, Landlord grants to Tenant an exclusive license to- use the land area appurtenant to - 4 60447235.v9
12 DocuSign Envelope ID: D3452436-F7CF-4696-944D-30B6B5B12625 DocuSign Envelope ID: 197E493C-423C-4DC1-BEC4-D9781E700358 the Premises as generally depicted on Exhibit A-1 attached hereto ("Land"). Landlord further grants Tenant an exclusive license for Tenant and its employees, agents, suppliers, customers and patrons the right to use those portions of the Land designated on Exhibit A-2 for parking purposes (the "Parking Area"). Tenant may also use the Parking Area for the loading and unloading of trucks shipping items to and from the Premises. Tenant may use fenced portions of the Land and the Parking Area for other purposes reasonably incidental to its business operations, including storage of containers, campers, and excess or empty fuel/chemical vessels. Fencing shall be properly screened in accordance with localcode and regulations. Landlord shall not be required to enforce Tenant's rights to use any parking spaces on the Parking Area. Under no circumstances may the Parking Area be utilized for the storage (beyond 72 hours), repair or maintenance of any personal automobiles or for any use as temporary accommodation in recreational vehicles, campers or other vehicles. Should Tenant or its agents, employees or invitees use the Land or Parking Area or any portion thereof in violation of this Section 2.2, Landlord shall have the right, with 24 hours advance notice, in addition to such other rights and remedies tha1 it may have, to tow away any vehicle involved and charge the cost of towing and storage to Tenant, which cost shall be immediately payable upon demand by _Landlord as Additional Rent. Neither Landlord nor any Landlord Related Party (as defined in Section 14.l below) shall be liable for: (a) loss or damage to any vehicle or other personal property parked or located upon or within the Land or the Parking Area, whether pursuant to the terms of this Lease or otherwise and whether caused by fire, theft, explosions, strikes, riots, or any other cause whatsoever; or (b) injury to or death of any person in, about or around any parldng spaces or any portion of the Land or Parking Area or any vehicles parked thereon whether caused by fire, theft, assault, explosion, riot or any other cause whatsoever unless in the case of either clause (a) or (b), such loss or dan1age, injury to or death of any person is caused by the gross negligence or willful misconduct of Landlord or Landlord's property manager (a "Landlord Act"). Tenant hereby waives any claims for, or in respect to, the above .
Tenant shall not assign any of its rights under this Section 2.2 except in coruiection with an assignment of Tenant's interests in this Lease or a sublease in accordance with Article 13 below and in the event an attempt to assign is made, it shall be void. Landlord shall have no maintenance obligations for the Land or Parking Area and all provisions of this Lease concerning Tenant's rights and obligations governing its use and occupancy of the Premises that are not inconsistent with this Section 2.2 shall be applicable to the Land and Parking Area.
2.3. Lease in Furtheranc e of Conveyance. In accordance with the requirements of the LIFOC (defined in Recital A above), this Lease expressly incorporates and restates herein the ' terms of Section 13 of the LIFOC, subject to replacing the word "Government" with the word ''Landlord" and the word "Lessee'' with the word "Tenant" throughout the provisions Section 13.l through to and including Section 13 .21. The terms of Exhibit C are expressly incorporated herein, including the rights of access reserved to the Government in Section 5.2 of the LIFOC and the Government rights of inspection set forth in. Section 13. 3 of the LIFOC. This Lease is conditioned upon the consent -of the Government. .
2.4. Possession. Tenant accepts the Premises in "AS IS" '~WITH ALL FAUL TS" condition and configuration without any representations or warranties by Landlord , and subject to all matters of record and all applicable laws, ordinances, rules and regulations, with no obligation of Landlord to make alterations or improvements to the Premises . Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the suitability of the Premis es, Building, Parking Area, or infrastructure for the conduct of 5 60447235.v9
13 DocuSign Envelope ID: D345243erF7CF-4696-9440-3086B5B12625 DocuSign Ervelope ID: 197E493C423C-4DC1-BEC4-D9781 E7D0358 Tenant's business. Landlord shall not be liable for any latent or patent defects in the Building, Parking Area or Premises. Tenant shall be responsible for requesting an inspection and obtaining a Certificate of Occupancy from the City of Alameda. Th.is shall include , but is not limited to any necessary fire sprinkler upgrades, electrical ~ervice upgrades, compliance with the ADA (as defined at Section 6.2 below), and any other requirements mandated by the Certificate of Occupancy inspection.
2.5. Landlord's Reserved Rights. Subject to and expressly conditioned on Tenant's prior approval, which should not be unreasonably withheld, conditioned or delayed, during the Term, unless required by governmental regulation or health or safety reasons or required in connection with those portions of the utilities systems serving the fom1er Naval Air Station Alameda which are located within the Building or Premises, and further subject to Landlord's compliance with the notice and access requirements set forth in Section 28.8, Landlord hereby reserves the right, and at any time and. from time to time, without the same constituting an actual · or constructive eviction, to make alterations, additions, repairs, improvements to or in all or any part of the Building and Parking Area around the Building and to change the arrangement and/or location of entrances or passageways, doors and doorways, corridors, elevators, stairs, toilets and· . other public parts of the.Building and parking areas, drive isles, landscaping, ctlfh cuts and paved and unpaved portions of the exteri<>r .. In connection with any of the foregoing activities, Landlord shall use commercially reasonable efforts to minimize any interference with Tenant's use .of the Premises and shall not, without the prior written approval of Tenant, (a) materially change the location, size or configuration of the Premises; or (b) do anything which would have a material a,nd · adverse. effect on access to the Premises,or ingress and egress to the Premises. 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.
3. TERM.
3.1. Term. The term of this Lease (''Term "} shall be for the period specified in the Basic Lease Informatio.11, commencing on the later of: (a) the Estimated Commencement Date, or (b) one (1) ·day after that certain thirty (30) day period following the second reading of this Lease in accordance with the City Charier arid ordinance following the approval of this Lease by the City Council, at its sole and absolute discretion ("Commencement Dat~'. '). This Lease shall terminate at midnight on the last day of the fifty ninth (59th) full calendar month following the Commencement Date ("Expiration Date"), unless sooner terminated or extended as hereinafter provided. Promptly following the Commencement Date, Landlord and Tenant shall enter into a letter agreement substantiaUy in the form attached hereto as Exhibit.B, specifying and confirming the Commencement Date and the Expiration Date; if Tenant fails to execute and deliver such letter agreement to Landlord within ten (10) Business Days after Landlord's delivery of the same to Tenant, said letter agreement as completed by Landlord will be deemed final and binding upon Tenant. For purposes of this Lease , "Business Day" shall mean all calendar days except Saturday, Sunday and nationally recognized Federal holidays .
.3.2. Surulus Lands Act. The ~andlord and Tenant have preliminary interest in potenJially considering~ without a current commitment , a . longer term lease of the property and further believe any potential longer term lease of the Premise s is exempt from the California Surplus L~ds Act (codified at Government Code Sections 54220, et. Seq.), because 1) the 6 60447235.v9
14 DocuSign Envelope ID: D3452438-F7CF-4696-944~0B6B5B12625 DoctiSign Envelope ID: 197E493C-423C-4DC1-BEC4-D9781E7D0358 property is exempt surplus land pursuant to Govemment Code Section 54221(t)(i)(G) because the property is subject to valid legal restrictions imposed by the United States Government that makes housing prohibited and infeasible, and 2) the property is exempt because the property is currently managed by the City of Alameda pursuant to the LIFOC and upon conveyance to the City of Alameda, the conveyance would be pursuant to and regulated by the Economic Development Conveyance Agreement dated June 6, 2000, and any subsequent amendments, ("EDC Agreement "), as authorized by Section 2905(b )( 4) of the Defense Base Closure and Realignment Action of 1990, as amended ("Base Closure Act"). The City of Alameda agrees to make the above exemption findings and submit such findings to the California Department of Housing and Community Development ("HCD") for approval. If HCD denies the proposed exemptions or takes no action on the City of Alameda's request for approval of exemptions, the Landlord and Tenant agree to promptly commence good faith negotiations for a long~term lease of the property.
For clarity, the Landlord and Tenant have not and do not commit to entering into any such longer term lease and the foregoing is not binding upon them.
4. RENT.
4.1. Base Rent.
(a) Generally. From and after the Commencement Date, Tenant shall pay to Landlord, in advance of the first day of each calendar month, without any setoff or deduction and without further notice or demand, the monthly installments of rent specified in the Basic Lease Information ("Base Rent"). One full installment of Monthly Base Rent shall be dµe and payable on the date of execution of this Lease by Tenant and shall be applied to the first full calendar month for which Monthly Base Rent is due. If the Commencement Date should be on a date other than the first day of a calendar morith, the Monthly Base Rent installment paid for any fractional month during the Term shall be prorated based upon actual days lapsed in such calendar month. Upon .execution of this Lease, Tenant shall also pay to Landlord the amount of the Security Deposit as specified in the Basic Lease Information or deliver to Landlord the Letter of Credit (defined in Section 7 below).
(b) Abatement. Notwithstanding the terms of Section 4.l(a) above, Tenant shall have the right to abate the Monthly Base Rent during the Term in the following amounts:
. Period Monthly Base Rent Abatement Amount Monthly Base Rent After Abatement
Credit to be paid by
Tenant
Months l - 12 $164,744.40 $42,372.88 $122,371.55
Months l3 - 24 $170.116.50 $42,372.88 $127,793.62
Months 25 - 36 $177,279.30· $42,372.88 $134,906.42
Months 3 7 - 48 $182,651.40 $42,372.88 $140,278.52
7 60447235.v9
15 DocuSign Envelope ID: D3452438-F7CF-4696-9440-30B6B5B12625 DocuSign Envelope ID: 197E493C·42 3C-4DC1-BEC4-09781E7D0358 Months 49 - 59 $188,023.50 . $42,372.88 $145,650.62 .
4.2. Additional Rent. As used in this Lease, the term ''Additional Rent" shall mean all sums of money , other than Base Rent, thatare due and payable by Tenant upder the terms of this Lease including, but not limited to, Tenant's . share of Utilities in accordance with Article 8 of this Lease. The term "Rent," as used herein , shall mean all Base Rent, Additional Rent and all other amounts payable hereunder from Tenant to Landlord. Unless otherwise specified herein , all items of Rent other lhan Base Rent shall be due and payable by Tenant on or before the date that is thirty (30) days after billing by Landlord .
4.3. Late Charge. Other remedies for non-payment" of Rent notwithstanding, if any Monthly Base Rent installment or Additional Rent is not received by Landlord on or before the fifth (5th) day following the due date, or any payment due Landlord by Tenant which does not have a scheduled date is not received by Landlord on or before the thirtieth (30th) day following the date Tenant was invoiced for such charge , a late charge of five perc ent (5%) of such past due amount shall be immedi ately due and payable.as Additional Rent.
4.4 . Interest. Any .ins_tal)ment of Rent and any other sum due from Tenant under this Lease which is not received by Landlord Within five (5) days froni. when the same is due shall bear interest from the date such payment was originally due Wider this Lease until paid at the lesser of:
(a) an annual rate equal to the maximum rate of interest permitte d by law, or (b) five percent ( 5%) per annum. Payment of such interest shall not excuse or cure any Default by Tenant.
5. OPERATING EXPENSES AND TAXES.
5.1. · Definitions. For purposes of this Article 5, the following terms shall have the meanings hereinaftel' set .forth:
(a) Tenant's Share shall mean the percentage figure so specified in the Basic Lease Information. The reiltable area of the Premises specified in the Basic Lease Information is conclusive and binding upon Tenant. Tenant's Share has been computed by dividing the rentable area of the Premises by the total rentable area of the Building. In the event that either the rentable area of the ·Premises or the total rentable area of the Building is changed or re-measured by Landlord (which Landlord shall have the right to do from time to time), Tenant's Share and the rentable . area of the Premises and Building will be appropdately adjusted; and, as to the .Tax and Expense Year in which such change occurs, for purposes of this Article 5, Tenant 's Share shall be determined on the basis of the number of days during such Tax and Expense Year that each such percentage is applicable. ·
. (b) Tax and Expense Year shall mean each twelve (12) consecutive month period commencing July 1st and ending on June 30th of each year or partial year during the Term, provided that Landlord, upon notice to Tenant, may change the Tax and Expense Yeat: from time to time (but not more frequently than once in any twelve (12) month period) to any other twelve (12) consecutive month period and, in the event of any such change, Tenant's Share of Taxes and Expenses shall be equitably adjusted for the Tax and Expense Years involved in any such change. 8 60447235.v9
16 DocuSign Envelope ID: D345243trf7CF-4696-9440-30B6B5B12625 DocuSlgn Envelope ID: 197E493C-423C-4DC1-BEC4-09781E7D0358 ( c) Taxes shall mean all taxes, assessments, fees, impositions, assessments and charges levied (if at all) upon or with respect to the Building, or Land, any personal property of Landlord used in the operation of the Building , Land or Landlord's interest in the Building, or Land, other than Personal Property Taxes or Possessory Interest Taxes which are the subject of Article 9. Taxes shall include, Without limitation and whether now existing or hereafter enacted or imposed , all general real property taxes, all general and special bonds and assessments , all charges, fees and .levies for or with respect to transit, housing, police, fire, flood control, infrastructure, or other governmental or quasi-governmental services or purported benefits to or burdens attributable to the Land or Building or any occupants thereof, all service paym ents in lieu of taxe s, and any tax, fee or excise on the act of entering into this Lease or any other lease of space in the Building or any occupants thereof, on the use or occupancy of the Building, on the rent payable under any lease or in connection with the business of renting space in the Building , that are now or hereafter levied or assessed against Landlord or the Building by the United States of America , the State of California, the City of Alameda, or any other political or public entity, and shal l also include any other tax, fee or other excise, however described, that may now or hereafter be levied or assessed as a substitute for, or as an. addition to, in whole or in part, any other Taxes , whether or not now customary or in the contemplation of the parties on the date of this Lease. Landlo rd shall not levy ·or assess any taxes against the Land, Building or Premises through its municipal taxing authority that are not consistent with past practices of the City of Alameda or are not similarly levied or assessed against other properties within the City of Alameda. Notwithstanding the foregoing, iri the event Landlord has the right to elect to have assessments amortized over different time period s, Landlord will elect (or will charge such assessment through to Tenant as if Landlord had so elected) to have such assessment amortized over the longest period permitted by the assessing authority , and only the amortized portion of such assessment (with interest at the lesser -0f the actual interest rate paid by Landlord or the tnen maximum rate of interest not prohibited or made usurious by Law) shall be included in Taxes on an annual basis . Taxes shall not include any franchis~,. transfer or inheritance or capital stock taxes, or any income taxes measured by the net income of Landlord from all sources, tmless due to a change in the method of taxation any such taxes are levied or assessed against Landlord as a substitute for, or as an addition to, in whole or In part, any other tax that would otherwise constitute a Tax. Taxes shall also include reasonable legal fees and other costs and disbursements incurred by Landlord in connection with proceedings to contest, determine or . reduce Taxes provided, however, that Landlord shall pay to Tenant promptly after receipt by Landlord an amount equal to Tenant's Share of any refunded or recovered Tax previously paid by Tenant. ·
(d) Expenses shall mean (i) Landlord's property insurance, if any (ii) property taxe s, (iii) any third party reports required to address public concerns related to Tenant's Permitted Use, (iv) utilities not separately metere d or billed dire ctly to Tenant for the Premises but rather may only be billed to and .paid by Landlord in accordance with Section 8.1, including the water charges set forth in Section 8.2, and (v) any out-of-pocket cost incurred by Landlord in order to carry out any maint enance , repair and restoration work to the Building , Premises and Parking Area that are .the responsibility of Tenant pursuant to the terms and conditions of this Lease, including without limitation , any outstanding surrender obligations of Tenant at the end of the Term.
5.2. Deteonination and Payment of Ooerating Exoenses and Taxes . Tenant shall pay to Landlord as Additional Rentone-twelfth (1/12th) of Tenant's Share ofthe Taxes and the Expenses for each Tax and Expense Year, or portion thereof , on or before the first day of each month during 9 60447235.v9
I
I
17 DocuSign Envelope ID: D345243trf7CF-4696-9440-30B6B5B12625 DocuSlgn Envelope ID: 197E493C-423C-4DC1-BEC4-D9781E7D0358 such Tax and Expense Year, in advance, in an amount estimated by Landlord set forth in an annual statement delivered by Landlord to Tenant; provided that Landlord shall have the right to revise such estimates not more than twice per Tax and Expense Year and Tenant shall thereafter make payments hereunder on the basis of such revised estimates. With reasonable promptness after the end of each Tax and Expense Year, Landlord shall submit to Tenant a statement showing the actual amount which should have been paid by Tenant with respect to Taxes and Expenses for the past Tax and Expense Year, with each Expense itemized by Landlord, the amount thereof actually paid during that year by Tenant and the amount of the resulting balance due thereof, or overpayment thereof, as the case may be ("Landlord's Statement") . Any balance shown to be due pursuant to said. statement shall be. paid by Tenant to Landlord within thirty (30) day s following Tenant's receipt thereof; and any overpayment shall be immediately credited against Tenant's obligation to make monthly payments for Taxes and Expenses for the then current Tax and Expense Year, or, if by reason of any termination of this Lease no such obligation exists, any such overpayment shall be refunded to Tenant. As an.alternative to .the monthly payment of Tenant's Share of Taxes and Expenses, and at Landlord's sole discretion, Landlord may direct Tenant to pay, within thirty (30) days of Landlord's delivery of Landlord's Statement, the full annual amount set forth therein . If the Expiration Date shall occur on a date other than the last day of a Tax and Expense Year, Tenant'.s Share of Taxes and Expenses for the Tax and Expense Year in which the Expiration Date occurs shall be in the proportion that the number of days from and including the first day of the Tax and Expense Year in which the Expiration Date occurs to and including the Expiration Date bears to 365. Where the calculation of Expenses and Taxes for a Tax and Expense Year cannot be made until after expiration or termination of this Lease, the obligation of Tenant to pay its proportionate share as Additional Rent shall survive the expiration or termination hereofand such Additional Rent for such period shall be payable by Tenant upon demand by Landford.
6. USE; COMPLIANCE WITH LAWS.
6.1. Use . The Premises shall be used for the Permitted Use and for no other use whatsoever. At no time shall Tenant have the right to install, operate or maintain telecommunications or any other equipment on the roof or exterior areas of the Building, except as may be necessary for Tenant's Permitted Use of the Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Pi·emises, Buildings or with respect to the suitability or fitness of either for the conduct Tenant's business or for any other purpose. · . ·
6.2. Compli~mce with Laws. Tenant shall comply with all laws, ordinances , rules , regulation s . and codes, of all municipal, county, state and federal authorities, including the American s With Disabilities Act, as amended, (42 U.S.C. Section 1201 et seq. [the "ADA"]) (collectively, "L.a:ws") pertaining to Tenant's use arid occupancy of the Premises and the conduct of its business. Tenant shall at all times comply with all laws, ordinances, City policies and regulations . relate.cl to noise and vibration, as the same may be amended from. time to time. Tenant shall be responsible for making all improvement s and alterations nece ssary to bring th~ Premises into compliance with applicable ADA requirements, including correcting any construction-related accessibility standards within the Premises, and to ensure that the Premises remain in compliance throughout the Tl;lrrn of this. Lease. Tenant shall not commit, or suffer to be committed, any waste upon the Premises or any public or private nuisance , or other act or thing which disturbs the quiet enjoyment ofany other tenant in the Building, nor shall Tenant store any materials on the Premises 10 60447235.v9
18 DocuSign Envelope ID: D345243trf7CF~696-9440-30B6B5B12625 DocuSign Envelope ID: 197E493C-423C-4DC1-BEC4-09781E7D0358 which are visible from areas adjacent to the Premises, unless otherwise specifically set fo11h in thi s lease. Tenant shall not permit any objectionable odor to escape or be emitted from the Premises and shall ensure that the Premises remain free from infestation from rodents or insects . Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will in any way increase the rate of, invalidate, or prevent the procuring of any insurance , protecting against loss or damage to the Building or any of its contents by fire or other casualty or against liability for damage to property or injury to person in or about the Building. · 6.3. Compliance with Restrictions. The Premises are further encumbered by those certain restrictions set forth in the Declaration of Restrictions (Former Naval Air Station.Alameda) dated June 4, 2013 and recorded June 6, 2013 as Series No.: 20L3-199782 in the Office of the County Recorder of Alameda County ("Declaration of Restrictions"), which Declaration of Restrictions has been delivered to Tenant and, concurrently with the execution of this Lease, Tenant shall -sign and return to Landlord the Acknowledgment of Receipt, attached hereto as Exhibit D. Use of the Premises is further restricted by the Covenant to Restrict Use of Property Environmental Restrictions recorded June 6, 2013 as Series No . 2013-199839 in the office of the County Recorder, Alameda County, CA (the " CRUP"), the National Environmental Protection Act Record of Decision ("ROD") for the disposal and reuse of the former Naval Air Station Alameda , and all conditions contained therein. A copy of the ROD is available for review at Landlord 's · office - during normal business hours. The covenants, conditions, restriction s, easements, rights-of-way, reservations, rights , agreements, and encumbrances set forth in the Declaration of Restrictions and the ROD, as they affect the Parking Area, or Building, or Premises, are collectively referred to herein as the "Restrictions ." Any tise of the Premises shall comply with the Restrictions and a failure to so comply shall constitute a Default under this Lease.
6.4. Use Permit. Tenant and any of its subtenants shall maintain a City of Alameda Use · Permit and other applicable licenses, City permits and approvals for the intended use of the Premises (collectively "Use Permit").
7. SECURITY DEPOSIT.
Concurrently with its execution of this Lease, Tenant shall deliver to Landlord the amount identified in the Basic Lease Information as the Security Deposit to be held by Landlord without liability for interest (unless required by Law) 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 from time to time, without prejudice to any other remedy provided in this Lease or by Law, use all or a portion of the Security Deposit to the extent necessary to satisfy past due Rent or to satisfy Tenant's Default under this Lease or to reimburse or compensate Landlord for any liability, expense, loss or damage which Landlord may suffer or incur and has a right of recovery for the same from Tenant. If Landlord so uses or applies all or any portion of the Security Deposit, then within fifteen (15) days after demand therefore, Tenant shall deposit cash with Landlord in an amount sufficient to restore the deposit to the full amount thereof , and Tenan t' s failure to do so · shall constitute a Default under this Lease. If there are no payments to be m:ade from the Security Deposit as set out in this paragraph , or if there is any balance of the Security Deposit remaining after all payments have been made , the Secur ity Depos it, or such balance thereof remaining, will be refunded to the Tenant after the expiration or earlier termination of this Lease. Tenant hereby waives the benefit of the provisions of California Civil Code Section 1950.7. In the event of an act 11 60447235.v9
19 DocuSign Envelope ID: D345243trf7CF-4696-9440-30B6B5B12625 DocuSign Envelope ID: 197E493C-423C-4DC1-BEC4-D9781 E7D0358 of bankruptcy by or insolvency of Tenant or the appointment of a r eceiver for Tenant or general assignment for the benefit of Tenant's creditors, the Security Deposit shall be deemed immediately assigned to Landlord. Except in the event of a current unresolved Tenant Default, at the end of the Term the Landlord will deliver the Security Deposit to Tenant within forty five ( 45) days . following the Landlord's acceptance of the surrender of the Premises upon the expiration date of this Lease delivered by Tenant in accordance with the surrender conditions set forth herein.
Provided that Tenant is not in default under the terms and conditions of this Lease, Tenant will have the right to substitute the cash Security Deposit described · in the Basic Lease Information for a clean; irrevocable, unconditional and t;ransferable standby letter of credit in the same amount ("Letter of Credit") issued by and drawn upon a reputabl~ conunercial battle or financial institution (the "Issuing Bank"), which Letter of Credit shall have a term of not less than one year, and, be in the amount of $188,023.50. Ifin accordance with the terms of Section 4.l(a) above, Tenant has not provided the Letter of Credit to Landlord with the delivery of the Lease and has . delivered the Security Deposit to the Landlord then upon delivery to Landlord of an approved original Letter of Credit the Landlord shall deliver to Tenant the cash Security Deposit within ten · (10) business days ofreceipt of the approved original Letter of Credit. The Letter of Credit shall provide that: (i) the Issuing Bank shall pay to Landlord an amount up to the face amount of the Letter of Credit upon presentation of a ~igned draw down demand form acceptable to Issuing Bank delivered either by electronic mail or facsimile to cure a default by Tenant after notice of default from Landlord and certification from Landlord that a default has occurred under the Lease and is continuing; (ii) the Letter of Credit shall be automatically renewed, without amendment, for consecutive periods of 0~1e year each during the Term of this Lease not to extend beyond the .
Expiration Date; (iii) the Issuing Bank will retain the right to deliver written notice (the "Non Renew.al Notice") to Landlord not less than thirty (30) days preceding the then expiration date of the Letter of Credit, that it elects not to renew such Letter of Credit and in the event that the Issuing Bank sends a Non·Renewal Notice , Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit acceptable to Landlord in the commercially reasonable exercise of its judgment or to post the cash Security Deposit. In the event that Tenant fails within said thirty (30) day period to provide Landlord with a substitute Letter of Credit or cash. Security Deposit, Landlord shall have the right to draw the full amount of the Letter of Credit (which moneys shall be held by Landlord as a cash Security Deposit pursuant to the terms of this Section 7). If Landlord makes a draw upon the Letter of Credit then any balance of the drawn monies received by Landlord not applied to cure a default will be held by Landlord as Security Deposit for the remainder of the Term. ffa draw upon the Letter of Credit is made by Landlord due fo a default of Tenant the right to provide Landlord a Letter of Credit as alternative security to delivery of the cash Security Deposit shall be suspended for the remainder of the Term unless , in Landlord's sole and absolute discretion without any obligation to approve the same, Landlord agrees to permit Tenant to provide · a ·replacement clean, irrevocable, unconditional and tran sferable standby letter of credit upon the ·terms described in this Section 7 with any other commercially reasonable conditions required by Landlord . Tenan t acknowledges aI1d agrees that the Letter of Credit shall be at all times a third party obligation of the Issuing Bank to the Landlord and independertt of the terms of this Lease . . The terms of this Section 7 shall expressly survive the expiration or earlier termination of the Lease . ·
12 60447235.v9
20 DocuSign Envelope ID: D3452438-F7CF~696-944~0B6B5B12625 DocuSign Envelope ID: 197E493C-423C-4DC1-BEC4-D9781 E7D0358
8. UTILITIES .
8.1. Payments for Utilities and Services. Where reasonably available, Tenant shall contract directly with the providers of, and shall pay when due all charges for, water, sewer, storm water, gas, electricity , heat, cooling, telephone, refuse collect ion, janitorial , pest control, security and monitoring services furnished to the Building and Premises, together with all related installation or connection charges or deposits ("Utilities"). If any Utilities are provided by Alameda Municipal Power ("AMP") it is understood and agreed that such entity is separate and distinct from Landlord and Tenant must contract directly with AMP for any such Utilities. If any such Utilities are not separately metered or billed to Tenant for the Premises but rather may only be billed to and paid by Landlord, Tenant shall pay to Landlord, as Additional Rent, its pro rata share of the cost of such Utilities services to the Building, as reasonably determined by Landlord . .
If any Utilities are not separately metered, Landlord shall have the right to determine Tenant' s consumption by either metering, survey or other method s designed to measure consumption with reasonable accuracy.
8.2. Water Infra strllcture. Water to Alameda Point has been supplied by East Bay Municipal Utility District ("EBMUD") but the water system itself was designed , installed and historically operated by the Navy . The water system infrastructure at Alameda Point was neither built, nor maintained to the standards of EB MUD. Until the water supply systems are improved as required by EBMU D, Tenant cannot become an EBMUD customer. Until such time as that occurs, water will continue to be provided by means of the Landlord's current water supply system.
Landlord will bill Tenant for water usage at the same rate paid by the Landlord. The Landlord intends to replace the water infrastructure at Alameda Point and, to that end, it has entered into a phased water system infrastructure agreement with EBMUD. At such time as the water system is improved to meet the requirement s set forth in EBMUD'sRegulations Governing Water Service Landlord will cease providing water fo the Building and Premises and Tenant will be required to contract directly with EBMUD , Tenant shall pay all fees and costs assessed by EBMUD for establishing water service to the Building .and Premises including, but not limited to, System Capac ity Charges ("SCC") and Water Capacity Fees ("WCF"); provided, however , Tenant has no obligation to participate monetarily in the water infrastructure upgrades. Tenant is encouraged to contact EBMUD to obtain an estimate of the amount ofWCF and SCC that it will be obligated to pay.
8.3. No Liability of Landlord. Except in the case of Landlord's gross negligence or willful misconduct, in no event shall Landlord be liable or responsible for any loss, damage, expense or liability, including,' without limitation, loss of business or any consequential damages , arising from any failure or inadequacy of any service or Utilities provided to the Premises or Buildings, whether resulting from any change, failure , interference, disruption or defect in supply or character of the service or Utilities provided to the Premises or Building, or arising from the partial or total unavailability ofthe servic e or utility to the Premises or Buildings, from any cau se whatsoever, or otherwise , nor shall any such failure, inadequacy , change, interference, disruption, defect or unavail ability qonstitute an actual or constructive eviction of Tenant, or entitle Tenant to any .abatement or diminution of Rent or otherwise relieve Tenant from its obligations under this Lease.
13 60447235.v9
21 DocuSign Envelope ID: D3452438-F7CF-4696-9440-30B6B5B12625 DocuSlgn Envelope ID: 197E493C-423C-4DC1-8EC4-09781E7D0358
9. PERSONAL PROPERTY AND POSSESSORY INTEREST TAXES.
9.1. Tenant's Tax Obligation . "Taxes" shall mean all taxes, assessments ·and governmental charges, whether federal , state, county or municipal , and whether general or special , ordinary or extraordinary, foreseen or wiforeseen, imposed upon Tenant's personal property or trade fixtures, the Premises , or any possessory interest therein, or their operation, whether or not directly paid by Landlord, but excluding those Taxes paid by Landlord as defiried at Section 5 .1 ( c) above.
9.2. Personal Property Taxes . Tenant shall pay all Taxes (as hereinafter defined) levied or impo sed against the Premises or Tenant's personal property or trade fixtures placed by Tenant in or about the Premises or the Parking Area during the Term (''Personal ,Property Taxes").
9.3. Possessory Interest Taxes. The interest created by this Leas'e may at some time be subject to property taxation under the laws of the State of California. If property taxes are imposed, the party in whom the possessory interest is ves.ted may be subject to the payment of the taxes levied on such interest. This notice is included in this Lease pursuant to the requirements of section · 107.6 (a) of the Revenue and Taxation Code of the State of California .
9.4. . Payment. Tenant shall pay the Personal Property Taxes or possessory interest taxes in accordance with . the instruc tions of the taxing entity. Tenant shall pay the Personal Property Taxes, if any, originally imposed upon Landlord , upon Landlord ' s election, either (a) annually within thirty (30) days after the date Landlord provides Tenant with a statement setting forth in reasonable detail such Taxes , or (b) monthly in advance based on estimates provided by Landlord based upon the previous year 's tax bill. All Personal Property Taxes originally imposed upon Landlord and payable by Tenant with respect to the Premises shall be prorated on a per diem basis for any partial tax year included in the Term. Tenant's obligation to pay Taxes during the last year of the Term shall survive the expiration or termination of this Lease.
10. ALTERATIONS.
1 OJ. Landlord Consent Required. ·Following installation of the initial Tenant Improvements, 'Tenant shall not make any alterations, improvement s, or · additions (each an "Alteration") in or about the Premises or Building without the prior written consent of Landlord, which . consent will not be unreasonably withheld , conditioned or delayed , Tenant's notice to Landlord seeking Landlord's consent to Alterations shall be subject to the terms cmd conditions of Section 28.27 of this Lease. Landlord's deemed approval of Alterations in accordance with the terms and conditions of Section 28.27 will not bind the Cit)r of.Alameda building department in its independent review of any Tenant application for a building permit related to Landlord deemed approved Alterations. ·Landlord agrees Tenant shall have the right to make limited alterations and improvements to the Premises upon prior written notice to, but without the consent of, Landlord provided that such alterations and improvements to the Premjses: (a) are less than $500,000 in estimated cost, and (b) do not affect the-structural portion of the Building or the systems serving the Building, and ( c) are performed in full compliance with the terms of this Lease, including the requirement to obtain if applicable to such work a building permit from the City of Alameda, a . copy of which building permit shall be provided to Landlord's property manager in advance· of work commencing, (the "Limited Improvements"). All Limited Improvements to the Premises 14 60447235.v9
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DocuSign Envelope ID: F27476AF-AF13-4379-9A62-16C03DAA6282DocuSign Envelope ID: 62628AE6-75E7-448C-AB0B-02AC35FADE48 86 DocuSign Envelope ID: 999639E8-4A09-494B-917D-60B37C6BE731 Please agree to ꢀd acknowledge this correction by reꢁng a signed copy of this letter to:
RiverRock Real Estate Group, Inc.,
as Agent ꢂr the City of Alꢃeda
950 W. Mall Squꢄe, Suite 239
Alꢃeda, CA 94501
Thꢀ
k you,
Jennifer Ott
City Mꢀager
City of Alameda
Approved as to Form:
Assistant City Attoꢅey
Acknowledged and Agreed:
ASTRA SPACE OPERATIONS, INC.
a Delawꢄe coꢆorꢇꢈion
Nꢃe:
Title:
Nꢃe:
T
itle:
cc: Kꢇꢉerꢊn A. Gettmꢀ
Cozen O'Connor
Recommended ꢂr Approval:
N a�ꢋꢌꢍꢎꢏꢐꢑu
Acting Community Development
Director
Community Developmenꢁ Depꢀmenꢁ• 950 West Mall Squꢂe, Suite 205 • Alameda, CA 94501-7552 • 510.747.6898 DocuSign Envelope ID: F27476AF-AF13-4379-9A62-16C03DAA6282DocuSign Envelope ID: 62628AE6-75E7-448C-AB0B-02AC35FADE48 Martin Attiq
Chief Business Officer
Axel Martinez
CFO
87