Chula Vista City Council
May 5, 2026

1 LEASE AGREEMENT
THIS LEASE AGREEMENT (the “Lease”) is made and entered into as of , 2026 (the “ Effective Date ”) by and between SWEETWATER UNION HIGH SCHOOL DISTRICT, a public school district organized and existing under the laws of the State of California (“Tenant”), and the CITY OF CHULA VISTA, a chartered municipal corporation (“Landlord”). Landlord and Tenant are sometimes referred to herein individually as a “ Party” and collectively as the “Parties.”

RECITALS

A. Landlord is the owner of certain improved real property in the City of Chula Vista, County of San Diego, State of California, commonly known as 1775 Millenia Avenue, Chula Vista, California 91915 (the “Property”).

B. The Property is improved by a building containing approximately 168,000 square feet of space (the “Building ”) and adjacent parking areas, driveways, sidewalks, and other common areas (indoor and outdoor) available for the use of the general public and/or users and occupants of the Property (collectively, “Common Areas”).

C. Subject to and in accordance with the terms and conditions of this Lease, the Landlord has agreed to lease to Tenant a portion of the Building containing approximately 8,687 net square feet of interior space (the “Premises”), as shown in Exhibit A attached hereto, for the Permitted Use (defined below).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and other consideration, the receipt and sufficiency of which is hereby acknowledged, and incorporating by this reference the foregoing Recitals, the parties hereto hereby agree as follows:

AGREEMENT

ARTICLE 1

DEFINITIONS
In addition to any terms which are defined elsewhere in this Lease, for purposes of this Lease, the following definitions shall apply:

1.1 “Additional Rent” shall mean all amounts payable by Tenant to Landlord under this Lease other than Base Rent, including: (i) utilities serving the Premises that are not separately metered or submetered to Tenant; (ii) reimbursement of Landlord for janitorial services to t he Premises if Landlord provide such services; and (iii) any other amounts expressly stated in this Lease to be Tenant’s responsibility. For clarity, Tenant shall not be obligated to pay any pro rata share of operating expenses or common area costs, or “e xcess use” charges, except as expressly provided above.

1.2 “Base Rent” is defined in Article 4.
2 1.3 “Building Systems ” shall collectively mean all fire/life safety, electrical, plumbing, sewer, HVAC, lighting and security systems, facilities and equipment within and/or serving the Premises and/or other portions of the Building, wherever located on the Project.

1.4 “Business Day” shall mean any day (other than Saturday, Sunday or Federal legal holiday).

1.5 “Claim(s)” shall mean claims, demands, liabilities, damages, judgments, orders, decrees, actions, proceedings, fines, penalties, losses, costs and expenses, including without limitation, court costs and reasonable attorneys’ fees.

1.6 “Commencement Date ” shall mean the date (i) Landlord has Substantially Completed all Landlord’s Work and delivered the Premises (“ Delivery Date”) to Tenant in the condition required by this Lease (including the Work Letter), subject to delays caused by Force Majeure or any delay not within Landlord’s control, and (ii) Tenant has completed installation of Tenant’s Systems and Equipment to the extent reasonably necessary for Tenant to commence the Permitted Use; provided, however, that in no event shall the Commencement Date occur later than one hundred twenty (120) days after the Delivery Date.

1.7 “Common Areas ” shall collectively mean all areas and facilities outside the Premises and within the Building and Project that are provided and designated by the Landlord from time to time for the general non-exclusive use of Landlord, Tenant, and other tenants of the Project and their respective employees, suppliers, shippers, tenants, contractors, and invitees, including the Parking Areas.

1.8 “Control” and any grammatical variations thereof shall mean, with respect to any Person, holding more than fifty percent (50%) of the equity, and/or controlling the management and decision-making of such Person.

1.9 “Force Majeure” shall mean any cause or occurrence outside the reasonable control of the party claiming an inability to perform and which by the exercise of due diligence could not be reasonably prevented or overcome, to the extent the same is not caused by the fault of the party claiming relief, which may include, without limitation, an act of God, fire, riot, civil commotion, terrorist act, terrorist threat, communicable disease outbreak, epidemic, pandemic, hostilities or war, or a labor dispute which re sults in a strike or work stoppage affecting the Premises. The term “Force Majeure” shall expressly exclude financial inability or difficulty, financial hardship, changes in financial markets or financial market instability, and any other event or circumstances whatsoever relating thereto.

1.10 "Hazardous Material" shall mean any product, substance, chemical, material or waste regulated by any federal, state, or local government authority, including but not limited to hazardous substances under CERCLA, hazardous waste under RCRA, and substances designated as hazardous under the Toxic Substances Control Act or any similar state law. whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises; (ii) regulated or monitored by any governmental authority; or (iii) a basis for 3 potential liability of Landlord to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substance shall include, without limitation, hydrocarbons, petroleum, gasoline, crude oil, hazardous waste under RCRA, Pe r- and Polyfluoroalkyl Substances (PFAS), Perfluorooctane Sulfonic Acid (PFOS), Perfluorooctanoic Acid (PFOA), petroleum products, asbestos, and polychlorinated biphenyls (PCBs) substances designated as hazardous under the Toxic Substances Control Act or a ny similar state law or any products or byproducts thereof.

1.11 “Landlord” is defined in the Preamble above.

1.12 “Landlord Party” shall collectively mean Landlord and its members, managers, partners, officers, council members, board members, agents, volunteers, employees, contractors, subcontractors, attorneys, and representatives.

1.13 “Landlord’s Work” shall mean that specific work to be performed by Landlord pursuant to the Work Letter attached hereto as Schedule 3.2.

1.14 “Laws” shall collectively mean all applicable State, Federal, and/or local statutes, ordinances, rules, orders, requirements, orders, directives, permits, regulations and other laws, including but not limited to the Americans with Disabilities Act and California Code of Regulations Title 8, Sections 3281 through 3299, whether now in effect or which may hereafter come into effect, regulating the use or occupation of the Premises and/or requiring improvement thereto.

1.15 “Parking Areas” shall mean all parking areas and related facilities on the Property.

1.16 “Permitted Use” shall mean the use of the Premises by Tenant for Tenant to operate educational programs, primarily the “Launch Virtual Academy,” and other educational, office, and administrative uses associated with SUHSD school programs for use by Tenant. See also Section 5.1 herein.

1.17 “Person” shall mean any natural person, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and other entity.

1.18 “Project” means, collectively, the Premises, the Building, the Common Areas (including Parking Areas), the land upon which they are located and all other buildings and improvements thereon.

1.19 “Real Property Taxes ” shall mean all Federal, State, County, and/or local governmental or municipal taxes, fees, assessments, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, if any, including, without limitation: (a) real estate taxes, general and special assessments, and any increases thereto which may result from any reassessment of the Premises, (b) all leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales ta xes applicable to the receipt of rent, (c) any personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property located upon or used in connection with the Premi ses (including those with respect to Tenant’s personal property, 4 equipment and fixtures to the extent not assessed separately), and (d) any assessment, tax, fee, levy or charge upon this transaction or any document/agreement to which Tenant is a party, creating or transferring an interest or an estate in the Premises. Notwithstanding the foregoing, Tenant shall not be responsible for any estate, inheritance, federal and state net income or documentary transfer taxes, or any tax penalties assessed due to Landlord’s actions or inaction with respect to the timely payment of Real Property Taxes. Notwithstanding the foregoing, Tenant shall pay any possessory interest tax or similar tax assessed against Tenant’s leasehold interest (if applicable) or personal property taxes, but notwithstanding, Tenant, as an entity of the Stat e of California, is generally exempt from the taxes, fees, assessments, and other charges described above, and nothing in this Lease shall be in any way construed as a waiver of Tenant’s sovereign immunity.

1.20 “Rent” shall collectively mean Base Rent, Additional Rent, and any other amounts to be paid by Tenant hereunder.

1.21 “Substantially Complete” is defined in the Work Letter.

1.22 “Taking” shall mean any acquisition of or damage to all or any portion of the Premises, Building or Project, or any interest therein or right accruing thereto, pursuant to or in anticipation of the exercise of the power of condemnation or eminent domain by any governmental or quasi-governmental authority, civil or military, or any other agency empowered by law to take property in the State of California under the power of eminent domain.

1.23 “Tenant” shall have the meaning ascribed to it in the preamble of this Lease and shall include any assignee of the original Tenant approved by Landlord in accordance with the terms of this Lease.

1.24 “Tenant’s Systems and Equipment ” shall collectively mean the furniture, fixtures, equipment, technology/communications systems, security devices, cabling, Wi-Fi access points, and related equipment installed by Tenant for Tenant’s operations in the Premises by or on behalf of Tenant for Tenant’s operations, which shall be sourced, acquired, and installed by Tenant, at its cost.

1.25 “Tenant Party ” shall collectively mean Tenant, and its respective trustees, officers, agents, volunteers, employees, invitees, students, and independent contractors.

1.26 “Term” shall mean a period of fifteen (15) years after the Commencement Date, unless sooner terminated in accordance with this Lease.

ARTICLE 2
LEASE; TERM

2.1 Lease and Term. Subject to the terms and conditions of this Lease, Landlord hereby Leases the Premises to the Tenant for the Term. The Term shall commence on the Commencement Date and shall continue for the Term, unless earlier terminated in accordance with this Lease. Any extension of the Term shall be only by written agreement of the Parties, and any such extension shall be subject to a new calculated Base Rent, as determined by Landlord.

2.2 Delivery; Confirmation of Term.
5 (a) Landlord shall at all times keep Tenant reasonably informed of the progress of the Landlord’s Work (including providing any progress report upon request) and the expected date of the Substantial Completion thereof. The Term of the Lease shall begin on the Commencement Date.
(b) Promptly after the Commencement Date has occurred, the parties shall execute a Lease Commencement Certificate, in the form attached hereto as Schedule 2.2, setting forth the actual Commencement Date and the expiration date of the Term; provided any failure of the parties to fully execute such certificate shall have no impact on the parties’ respective rights and obligations hereunder.

2.3 Tenant’s Early Entry. Tenant is permitted to enter the Premises, and such portions of the Common Areas as are reasonably necessary, prior to the Commencement Date for the purpose of installing the Tenant’s Systems and Equipment, and otherwise taking such actions as may be required so that Tenant can make the Premises ready for Tenant’s Permitted Use, provided such entry does not interfere with Landlord’s completion of Landlord Work. Such entry shall be subject to all terms and provisions of this Lease, including but not limited to all insurance and indemnity requirements as required under this Lease during the early entry period. other than the provisions requiring the payment of Rent. Tenant’s early entry shall be at Tenant’s sole risk and shall not (a) constitute Landlord’s delivery of the Premises, (b) be deemed acceptance of the Premises, (c) commence the Term or Rent Commencement Date or (d) interfere with Landlord’s Work.

2.4 Hold Over. Should Tenant remain in possession of the Premises after the expiration of the Term without the consent of Landlord, such holding over shall, in the absence of a written agreement to the contrary, be deemed to have created a tenancy at sufferance, at a rental rate equal to one hundred and three percent (103%) of the Base Rent in effect upon the date of such expiration terminable on thirty (30) days’ written notice by either party to the other, subject to all of the terms, covenants, and conditions of this Lease. Acceptance by Landlord of Rent after such expiration or earlier termination of the Lease shall not constitute a holdover hereunder or result in a renewal.

The foregoing provisions of this Section are in addition to and do not affect Landlord's right of re- entry or any rights of Landlord hereunder or as otherwise provided by law. If Tenant fails to surrender the Premises upon the expiration of this Lease, T enant shall indemnify, protect, defend and hold Landlord harmless from all loss or liability, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender in accordance with Section 10.1 herein. Such indemnity shall survive the expiration or termination of this Lease.

ARTICLE 3

DELIVERY OF PREMISES
Landlord hereby agrees to perform the Landlord’s Work as set forth on and in accordance with the terms and conditions of Schedule 3.2. (the “Work Letter”). Tenant shall reimburse Landlord for one hundred percent (100%) of the costs incurred by Landlord in connection with the design, permitting, construction, and project management of the Landlord’s Work, in accordance with the Work Letter. Landlord shall deliver the Premises to Tenant with the Landlord’s Work Substantially Complete, and clean and free of debris. Except for the Landlord’s Work, the Tenant hereby agrees to accept the Premises in their “AS -IS WHERE-IS” condition existing as of the Commencem ent 6 Date. Tenant acknowledges that neither Landlord nor any other Landlord Party has made any representation or warranty as to 1) the present or future suitability of the Premises or Project for the conduct of Tenant’s Permitted use and business, 2) the physi cal condition of the Premises, Building or Project, or 3) whether any or all of the same are currently compliant with applicable Laws. Tenant hereby agreeing to rely solely upon its own due diligence as to such matters, and, except for the Landlord’s Work, Landlord shall have no obligation to Tenant to make any improvements, alterations, or repairs to the Premises, Building or Project unless expressly set forth otherwise in this Lease.

ARTICLE 4
RENT

4.1 Rent. On the Commencement Date and on the first day of each subsequent month thereof during the Term, Tenant shall pay to Landlord in advance, without setoff, deduction, demand, or request the sum of $10.00 a month as the “ Base Rent” under this Lease through the fifth year. Upon the sixth- year anniversary of the Commencement Date, Base Rent will be increased to $5,000 a month. Any Additional Rent payable to Landlord under this Lease shall be paid by Tenant within forty- five (45) days after Tenant’s receipt of detailed written demand therefor, including copies of all cost verification documents and receipts. Upon request by Tenant (no more than once per month), Landlord shall provide itemized and detailed records required by Tenant to account for Additional Rent. Rent shall be payable in lawful money of the United States to Landlord at the address stated herein or to such other place as Landlord may designate in writing.

If possession is taken on other than the first of the month, Base Rent shall be prorated accordingly based on a 30-day month.

4.2 Late Charge. Any payment of Rent not received by Landlord within forty-five (45) days after receipt of written notice that it was not received when due shall accrue interest at the lesser of ten percent (10%) per annum and the highest rate permitted under applicable Laws from the date due until paid in full; provided, however, that on one (1) occasion during each Lease Year, Tenant shall be entitled to a one-time waiver of such interest with respect to a late payment of Rent if Tenant pays the delinquent am ount within forty-five (45) days. The parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord.

4.3 Adjustment Prior to Eleventh Year Anniversary . One hundred and eighty (180) days prior to the end of the tenth-year Commencement Date anniversary, Landlord shall determine and provide Tenant notice of the fair market monthly Base Rent for eleventh Lease Year for comparable space in comparable buildings in Chula Vista and surrounding market area for comparable use and term, excluding value attributable to Tenant’s personal property, trade fixtures, goodwill, and any improvements or work paid for by Tenant. At least sixty (60) days prior to start of the eleventh Lease Year, Tenant shall, by written notice to Landlord, either accept such Base Rent or terminate this Lease. If Tenant timely elects to terminate this Lease, this Lease shall terminate on last day of tenth Lease Year. If Tenant fails to timely elect to accept such Base Rent or to terminate this Lease , Tenant shall be deemed to have elected to accept such Base Rent for the eleventh Lease Year . Commencing on the twelfth anniversary of the Commencement Date, 7 and on each anniversary thereafter during the Term, the Base Rent shall increase by three percent (3%) over the Base Rent payable during the immediately preceding year. No notice from Landlord shall be required for such increase to take effect.

4.4 Place of Payment of Rent. Rent and all other sums which shall become due under this Lease, including but not limited to late charges and additional rent, shall be payable by ACH, hand delivery or mail at such place as Landlord may designate from time to time in writing. Mailed payments must be received (not postmarked) by Landlord by the date due.

ARTICLE 5

USE AND COMPLIANCE

5.1 Use of Premises. Tenant shall be permitted to use and occupy the Premises during the Term for the Permitted Use in accordance with the terms and conditions of this Lease (including another alternative primary educational use that does not violate Rules and Regulations), and for no other purpose whatsoever without Landlord’s prior written consent. Any change in Permitted Use to a non- educational use shall require Landlord’s prior written consent, which may be granted or withheld in Landlord’s sole discret ion, but in any event shall comply with and not be in violation of the Rules and Regulations. Tenant shall at all times operate its activities and require Tenant Parties that use the Premises to act in full compliance with all applicable Laws and zoning. T enant shall be solely responsible for obtaining, prior to the Commencement Date, and maintaining at all times during the Term all permits and licenses required by applicable Laws with respect to Tenant’s use and occupancy of the Premises. Tenant covenants and agrees, at Tenant’s sole cost, to comply with all applicable Laws with respect to its use and occupancy of the Premises. Landlord hereby agrees that Tenant shall have the sole and exclusive use of the Premises during the Term, and that subject to the Rules and Regulations the Tenant shall have the right to access and use the Premises and Common Areas on a 24/7 basis, including during hours when the remainder of the Building and/or Project may be closed.

5.2 Common Areas. During the Term the Tenant shall have the non-exclusive right to use the Common Areas subject to all reasonable rules and regulations established by Landlord from time to time governing the use thereof (“ Rules and Regulations”); provided all Rules and Regulations must not conflict with the terms and conditions of this Lease or materially increase Tenant’s obligations or liabilities or materially decrease Tenant’s rights or remedies under this Lease, and in the event of a conflict between the terms of any Rules and Regulations and the terms set forth in the body of this Lease, the terms set forth in the body of this Lease shall control. The initial Rules and Regulations are attached hereto as Schedule 5.2. Tenant agrees to abide by all such Rules and Regulations. Landlord shall have the right, in Landlord’s reasonable discretion, from time to time: (a) to make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas (including, without limitation, the nature and extent of the parking areas and parking facilities), loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways; (b) to temporarily close any of the Common Areas for maintenance purposes so long as there remains reasonable access to the Premises and reasonable parking accommodations for Tenant and its guests; (c) to designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) to add additional buildings and improvements to the Common Areas; (e) to use the Common Areas while engaged in making additional improvements, repairs or 8 alterations to the Project, or any portion thereof; and (f) to do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Landlord may reasonably deem to be appropriate. Landlord hereby agrees to give Tenant prior notice of any of the foregoing actions to the extent they would materially interfere with Tenant’s ability to use the Common Areas or Premises.

5.3 Disclosure. Pursuant to California Civil Code Section 1938, Landlord hereby notifies Tenant that the Premises has not been inspected by a Certified Access Specialist to determine whether the Premises meets all applicable construction -related accessibility standards pursuant to Section 55.53 of the California Civil Code, and Landlord specifically makes no, and hereby disclaims all representations or warranties with respect to whether the same meet such standards. Pursuant to applicable Laws, Landlord further discloses to Tenant the following:
“A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction- related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the l essee 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.”

Nothing in this Section 5.3 shall be construed to in any way limit the Landlord’s obligations under this Lease with respect to causing the Landlord’s Work to be performed and completed in accordance with all applicable Laws, and to cause the Premises to be delivered to Tenant in a condition that is in full compliance with all applicable Laws; provided, however, that Landlord shall have no obligation under this Section 5.3 to the extent any noncompliance with applicable Laws is caused by any Alterations performed by Tenant after delivery of the Premises.

ARTICLE 6

SERVICES, UTILITIES

6.1 Landlord shall be responsible, at its sole cost and expense (subject to the extent Tenant is responsible for reimbursement under Section 6.2), for procuring all services and utilities, including trash removal, electricity, natural gas, water, sewerage, security (excluding Tenant’s key card access system for the Premises), fire and life safety, preventative maintenance, and telecom services (subject to Section 6.2 below), whether with respect to the Premises, Building, and/or Common Areas. Landlord agrees to provide all such services either directly or through qualified and licensed third (3rd) party service providers (including public utilities as applicable), and shall provide such services and ensure that all such utilities are provided to the Premises.

6.2 Notwithstanding the foregoing, Landlord’s obligation with respect to telecom services and any public utility services shall be limited to ensuring that such services are provided and available to designated locations in the interior of the Premises, and Tenant shall be responsible for (a) the cost of any utilities that are not separately metered or submetered to the Premises, (b) 9 the cost of procuring regular janitorial services for the Premises, subject to Article 7 herein, and (c) reimbursing Landlord for any costs incurred by Landlord associated with information technology equipment and systems pursuant to Section 26.23. If any utility serving the Premises is not separately metered or submetered, Landlord shall remain responsible for such utility cost (subject to Tenant’s reimbursement as Additional Rent) and, at Landlord’s option, and if feasible, Landlord may install submetering for such utility so that Tenant may thereafter pay only the cost of such separately metered or submetered utility service(s) as Additional Rent.

6.3 Tenant shall be responsible for janitorial for the Premises and may, at Tenant’s option, contract directly with Landlord’s janitorial provider(s) or request that Landlord provide janitorial services through Landlord’s vendor(s), in which case Tenant shall reimburse Landlord for one hundred percent (100%) cost of such janitorial services as Additional Rent. Landlord shall provide Tenant a list of relevant building vendors/service providers upon request.

6.4 Tenant agrees that Landlord shall not be liable for damages for any failure or interruption of utilities or services where such failure, delay or diminution is occasioned, in whole or in part, by Force Majeure, Tenant’s default, the acts of any third parti es, or any other cause beyond Landlord’s reasonable control. In the event of any stoppage or interruption of Common Area services, Landlord shall diligently attempt to resume such Common Area service as promptly as practicable. Tenant hereby waives the p rovisions of California Civil Code Section 1932(1) or any other applicable existing or future law, ordinance or governmental regulation permitting the termination of this Lease due to an interruption, failure or inability to provide any Common Area services.

ARTICLE 7

REPAIR AND MAINTENANCE
Except as provided otherwise in this Lease, Landlord shall maintain and repair, at Landlord’s sole cost and expense, the Premises, Building (including Building Systems), Common Areas (including Parking Areas), and all other portions of the Project, in good order, condition, and repair, and in compliance with applicable Laws. Landlord’s obligations shall include, without limitation, preventative maintenance on all Building Systems and the ongoing repair and maintenance of the Premises; provided Landlord shall not be responsible for Tenant’s furniture and personal property including the Tenant Systems and Equipment, and any replacements, upgrades or modifications required solely due to Alterations, installation or operation of Tenant’s Systems and Equipment, or Tenant-specific use or occupancy requirements. For sake of clarification, Landlord’s obligations shall include all replacements and new improvements as may be needed (which may include capital expenditures), including those which may be needed due to applicable Laws, to the extent required during the Term; provided, however, that Landlord shall not be responsible for any replacements, improvements, or other work to the extent necessitated by Alterations made by Tenant . Tenant’s obligations under this Lease with respect to repair and/or maintenance shall be limited to (a) repairing any damage to the Premises, Building, Building Systems, or Project the extent caused by Tenant (ordinary wear and tear excepted), and (b) Tenant’s furniture and personal property, including the Tenant Systems and Equipment (including IT and telecom systems), all at Tenant’s sole cost and expense.
10 Tenant’s obligations with respect to maintenance shall be limited to: (a) pursuant to Section 6.3, maintaining regular janitorial services for the Premises sufficient to maintain the Premises in a clean and sanitary condition; (b) maintaining Tenant’s furniture and personal property; and (c) repairing, at Tenant’s sole cost and expense, damage to the Premises to the extent caused by the negligent acts or omissions or willful misconduct of Tenant or Tenant Parties.

ARTICLE 8
ALTERATIONS, MECHANICS’ LIENS; SURRENDER

8.1 Alterations. Excluding work relating to the installation of the Tenant’s Systems and Equipment, Tenant shall not make any alterations, modifications, or improvements to the Premises (collectively “Alterations”) without Landlord’s prior written consent, which consent shall not be unreasonably withheld, or delayed; provided Landlord’s consent shall not be needed for any interior Alterations to the Premises that do not materially or adversely impact (a) the structural portions of the Building or (b) any Building Systems, and (c) cost less than $20,000 in the aggregate, however, Tenant shall provide Landlord prior written notice and reasonably detailed plans for any Alteration regardless of cost. All Alterations made by Tenant shall be done in a good and workm anlike manner and in compliance with all applicable Laws. All Alterations shall become a part of the Building and immediately belong to Landlord without compensation to Tenant, provided that equipment, trade fixtures, furniture, and other items of persona l property shall at all times be and remain the property of Tenant. Landlord may elect, with written notice that must be given to Tenant at the time Landlord consents to any Alterations, within thirty (30) days after Landlord has actual knowledge of any Alterations not requiring Landlord’s consent, or upon termination of the Lease, to require that Tenant remove any Alterations prior to the expiration of the Term, or immediately thereafter, and restore the impacted area(s) of the Premises to their prior condition.

8.2 Mechanic’s Liens. Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Tenant at or for use in the Premises, and will not permit any liens to be imposed on the Premises for any work done to the Premises by Tenant, including without limitation any Alterations. If Tenant receives written notice that a lien has been or is about to be filed against the Premises on account of work done by or for or materials furnished to or for Tenant, it will imme diately give Landlord written notice of such and will proceed with diligence and within ten (10) Business Days cause such lien to be bonded or discharged.

8.3 Surrender. Not later than three (3) months prior to the expiration or earlier termination of the Term, Landlord shall notify Tenant in writing which Alterations (if any) and Tenant Security Equipment, Landlord requires Tenant to remove at the expiration or earlier termination of the Term and which Alterations and Tenant Security Equipment may remain in the Premises; provided (a) Tenant shall have the right, in its sole discretion, and at Tenant’s cost, to remove that Tenant desires to remove, (b) absent written notice otherwise from Landlord it shall be deemed that Tenant is obligated to remove all Alterations and Tenant Security Equipment at or before the end of the Term, and (c) with respect to any Alterations and Tenant Security Equipment that would require material work by Tenant to remove the same and repair/restore the affected areas of the Premises, the Tenant may, at the time it requests consent to such and Tenant Security Equipment, or at the time it provides Landlord with written notice thereof for Alterations 11 and Tenant Security Equipment not requiring consent, request that the Landlord notify Tenant in writing as to whether Tenant is obligated to remove such Alterations and Tenant Security Equipment at or before the end of the Term, and absent written notice from Landlord that Tenant may leave such Alterations and Tenant Security Equipment in the Premises it shall be deemed that Tenant is required to remove the same, absent subsequent written notice to the contrary from Landlord. On or before the expiration or earlier termination of the Term, Tenant shall remove those Alterations, Tenant Security Equipment, and furniture, personal property, or other items of Tenant or any Tenant Party, designated by Landlord for removal and shall surrender the Premises in accordance with this Lease. Any Alterations, Tenant Security Equipment, furniture, personal property, or other items of Tenant remaining in the Premises after the expiration or earlier termination of the Term may, at Landlord’s election, be deemed abandoned and may be removed, stored, sold, or otherwise disposed of by Landlord without liability therefor, and Tenant shall reimburse Landlord, within thirty (30) days after demand, for all reasonable costs and expenses incurred by Landlord in connection with such removal, storage, sale, or disposal and restoring the Premises.

ARTICLE 9
ACCESS
In addition to regularly scheduled entries for the purposes of providing Landlord’s services and obligations hereunder (which entries shall be scheduled in advance with Tenant), Landlord and the other Landlord Parties shall have the right to enter the Premises upon no less than two (2) business days prior notice (which may be by E-mail) for the purpose of performing Landlord’s maintenance and repair obligations hereunder; provided Landlord and the other Landlord Parties may enter the Premises as soon as reasonably needed without notice in the case of an emergency. Landlord agrees to not unreasonably interfere with Tenant’s use and occupancy of the Premises during any such entry.

ARTICLE 10

INDEMNIFICATION

10.1 Tenant Indemnity. Tenant agrees to indemnify, defend and hold harmless Landlord and all of the other Landlord Parties from and against: (i) any and all Claims to the extent incurred as a result of the actions of Tenant or any other Tenant Party in, on or about the Premises, Building or Project, (ii) any default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, or (iii) Tenant’s use of the Premises, the conduct of Tenant’s business or any activity, work or things done, permitted by Tenant or Tenant Parties in or about the Premises, the Property, the Common Area or other portions of the Premises except as provided by law or for claims caused solely by Landlord’s active negligence or willful misconduct. Tenant’s indemnity is not intended to nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease to the extent such policies cover the applicable Claims.

10.2 Landlord Indemnity; Exemption from Liability . Landlord agrees to indemnify, defend and hold Tenant and the other Tenant Parties harmless from and against any Claims to the extent incurred as a result of the active negligence, willful misconduct, and/or violation of Laws by Landlord or any other Landlord Party in, on or about the Premises, Building or Project, and/or 12 (ii) Landlord’s default in the performance of any obligation on Tenant’s part to be performed under the terms of this Lease, in each instance except as provided by applicable Law and excluding Claims to the extent caused by the negligence or willful misconduct of Tenant or any other Tenant Party. Landlord’s indemnity is not intended to nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Landlord pursuant to the provisions of this Lease to the extent such policies cover the applicable Claims. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for damage to the property of Tenant, , whether such damage is caused by fire, steam, electricity, gas, water or rain, or from the breakage, leakage or other defects of sprinklers, wires, appliances, ventilation, plumbing, air conditioning or lighting fixtures, or from any other cause, and whether said damage, illness or injury results from conditions arising upon the Premises, upon other portions of the Property or from other sources or places, and regardless of whether the cause of such damage, illness or injury or the means of repairing the same is inaccessible to Tenant, except only to the extent su ch damage, illness or injury is caused solely by the active negligence or willful misconduct or Landlord or any other Landlord Party.

10.3 Indemnification Procedures. As used herein, the term “ Indemnified Party” shall mean a Person benefitted by the provisions of Section 10.1 or Section 10.2, respectively, and the term “Indemnifying Party” shall mean Landlord or Tenant, as applicable, in connection with their respective obligations under Section 10.1 or Section 10.2 above. (a) An Indemnified Party shall notify the Indemnifying Party in writing of the existence of any matters that an Indemnified Party believes in good faith constitute matters subject to indemnification, reimbursement, hold harmless or defense for the benefit of such Indemnified Party under this Lease (each, an “Indemnified Claim ”) promptly after such Indemnified Party becomes aware of the existence of such Indemnified Claim. (b) An Indemnifying Party shall be entitled to defend any Indemnified Claim through counsel of the Indemnifying Party’s choice (the “ Litigation Counsel”), which counsel shall be subject to the Indemnified Party’s prior written approval in its reasonable discretion.

Notwithstanding the foregoing, (i) if Indemnifying Party shall fail to promptly take all reasonable and appropriate action to defend any Indemnified Claim, then Indemnified Party shall, within a reasonable time following notice from Indemnified Part y to Indemnifying Party alleging such failure, have the right promptly to retain counsel of Indemnified Party’s choice to carry out such defense, at Indemnifying Party’s cost and expense, (ii) in all cases Indemnified Party shall be entitled to participate in the defense of any Indemnified Claim, and (iii) Indemnifying Party shall at all times during such defense consult with Indemnified Party and keep Indemnified Party fully informed of all material matters, and allow Indemnified Party to provide input on any strategic litigation decisions and/or positions. Indemnifying Party shall determine, with Indemnified Party’s reasonable consent, whether to settle, compromise, or appeal any judgment of any Indemnified Claim.
(c) Without limiting anything else in this Article 10, under no circumstances shall an Indemnified Party be required to disclose to the Indemnifying Party any information or materials in connection with an Indemnified Claim to the extent that the Indemnified Party is precluded from disclosing the same due to binding confidentiality restrictions, or such information 13 or materials are protected by attorney client privilege, in all events subject to any disclosure requirements imposed on the Indemnified Party under applicable Laws. (d) The Indemnifying Party agrees that its obligations under this Article 10 include all Indemnified Claims that are actually or potentially within the scope of the Indemnifying Party’s indemnity, defense, and hold harmless obligations under this Lease, and no finding or judgment of negligence, fault, breach, or the like on the pa rt of the Indemnifying Party shall be required for the foregoing obligations to arise.
(e) Subject to the terms of this Article 10, the parties shall cooperate in defending against any Indemnification Claim. In furtherance of the foregoing, the Indemnifying Party shall cooperate fully with the Indemnified Party and the Litigation Counsel in the defense of any Indemnified Claim, including by making documents and/or personnel available to the extent required or deemed reasonably necessary by the Litigation Counsel or by the Indemnified Party. (f) All demands made by an Indemnified Party to the Indemnifying Party for payment and/or reimbursement of Claims under any indemnity in favor of any Indemnified Party hereunder shall be in writing, shall include reasonably requested backup information, and shall be paid by the Indemnifying Party within sixty (60) days after receipt of such written demand, or as otherwise agreed to by the parties.

10.4 Survival. The parties respective obligations under this Article 10 shall survive the expiration of the Term and any earlier termination of this Lease.

ARTICLE 11

INSURANCE REQUIREMENTS

11.1 General. During the Term, the Landlord and Tenant, shall each, at their respective sole cost and expense, keep in force and maintain the respective insurance policies (including coverage amounts) set forth on Schedule 11, in full accordance with the terms and conditions of Schedule 11. The minimum limits of a party’s insurance coverage shall not limit the liability of such party under this Lease. All insurance required hereunder shall be placed with reputable companies which are licensed to do business in the State of California if such policies are not self- insured. Each party shall deliver proof of insurance (and additional insured status) to the other party prior to the Commencement Date and as soon as reasonably possible after reasonable request.

11.2 Waiver of Subrogation. Notwithstanding anything in this Lease to the contrary, Landlord and Tenant each hereby waives any right of recovery against the other due to loss of or damage to the property of either Landlord or Tenant to the extent such loss of or damage to property arises out of the acts of God or any other perils whether or not such perils have been insured, self-insured or non- insured. Landlord and Tenant shall cause each of their respective insurance policies carried hereunder to contain, or be endorsed with, a provision by which the insurer shall waive its right of subrogation against the other party hereto in accordance with the provisions of this Article 11.

ARTICLE 12

CASUALTY
14 12.1 Termination. If the Premises are damaged by a fire or other casualty, Tenant shall give Landlord immediate notice thereof, and within sixty (60) days after the date Landlord has actual knowledge of such damage or destruction, Landlord shall notify Tenant of the reas onably estimated time required to completely restore the Premises. Landlord may elect to terminate this Lease due to a fire or other casualty if: (a) the damage was not covered by Landlord’s insurance policies or any self -insurance available to Landlord and (b) Landlord is able to reasonably demonstrate that it will not be able to secure sufficient funds to complete the restoration work prior to the end of the Term,. Tenant may elect to terminate this Lease with written notice to Landlord if the casualty materially impacts the Premises or Tenant’s ability to occupy or use the Premises (including any casualty to the Common Areas that impacts Tenant’s ability to use the Premises), and it is reasonably expected that the restoration work required to restore Tenant’s ability to fully use the Premises will not be substantially completed within twelve (12) months after the date of the casualty.

12.2 Restoration and Abatement. If neither Landlord or Tenant elect to terminate this Lease, then Landlord shall diligently and with commercially reasonable promptness repair the Premises to substantially the same condition existing as of the Commencement Date. Landlord shall not be required to repair or replace any damage or loss to any Alterations or any personal property of Tenant, or if any damage or loss is caused by Tenant’s act or omission. Any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

12.3 Waiver of Statutory Provisions . The provisions of this Lease, including this Article 12, constitute an express agreement between Landlord and Tenant with respect to any Casualty to all or any part of the Premises, and any statute or regulation, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with res pect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other statute or regulation, now or hereafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises.

ARTICLE 13

CONDEMNATION
If the Premises, Building, Project or any portion thereof are subject to a Taking, this Lease shall terminate as to the part so taken as of the date the condemning authority takes title or possession, whichever first occurs. If any Taking has a material adverse impact on Tenant’s ability to use the Premises for the Permitted Use then Tenant may, at Tenant’s option, terminate this Lease as of the date the condemning authority takes such possession with written notice to Landlord. Any award relating to a Taking shall be the sole property of Landlord, whether such award shall be made as compensation for diminution in value of the leasehold or for the taking of the fee, or as severance damages; provided, however, that Tenant shall be entitled to any award for loss of or damage to Tenant’s trade fixtures and removable personal property. In the event that this Lease is not terminated by reason of such Taking, Landlord shall repair any damage to the Premises caused by such Taking. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of The California Code of Civil Procedure.
15 ARTICLE 14
TAXES
Landlord is a municipal corporation and the Premises and Landlord’s interest is exempt from ad valorem taxation. Tenant shall pay before delinquency all taxes, assessments, license fees, and other charges, if any, that are levied and assessed against Tenan t’s trade fixtures, furnishings, equipment, and personal property in the Premises.

ARTICLE 15
COMPLIANCE WITH LAWS/HAZARDOUS MATERIALS.

15.1 Compliance. Tenant, at Tenant's expense, shall comply with and cause all of Tenant's agents to comply with all applicable laws, ordinances, rules and regulations of governmental authorities applicable to the Premises or the use or occupancy thereof, including, without limitation, the law commonly known as the Americans With Disabilities Act and California Code of Regulations Title 8, Sections 3281 through 3299 (the “ADA”), but only to the extent applicable to Tenant’s specific and unique use of the Premises and any Alterations made by Tenant, and opposed to general uses. The foregoing shall not be construed as requiring that Tenant make any improvements or modifications to the Premises (or any portion thereof) in order to cause it to be in compliance with Laws, and without limiting the Landlord’s obligation to deliver the Premises to Tenant in full compliance with all applicable Laws, Landlord shall be responsible, at Landlord’s sole cos t and expense, for ensuring that the Building, Common Areas and Project (including the Premises) are in compliance with all Laws and shall make such modifications and improvements as may be needed from time to time in connection therewith; provided to the extent that any specific and unique use by Tenant or any Alterations ma de by Tenant during the Term trigger the need under applicable Laws to make any such modifications and improvements, then the Tenant shall be responsible for such work at Tenant’s sole cost and expense.

15.2 Hazardous Materials. Tenant shall not cause or permit any Hazardous Materials to be brought upon, kept, used, discharged, deposited or leaked in or about the Premises or the Property by Tenant or a Tenant Party or by anyone in the Premises (other than Landlord or its agents, employees or contractors), except to the extent such Hazardous Materials are cleaning or office supplies and/or are used in connection with the Permitted Use, and in all events are kept and used in accordance with all applicable Laws. If Tenant breaches the obligations stated in the preceding sentence, or if the presence of any Hazardous Material on the Premises or the Property is caused by Tenant, then Tenant’s indemnification obligations under Sections 10.1 above shall apply, and the applicable Indemnified Claim shall include, without limitation, costs incurred in connection with any investigation of site conditions or any clean -up, remedial, removal or restoration work on or under the Premises. Such indemnity obligations shall survive the earlier termination or expiration of this Lease.

ARTICLE 16

ASSIGNMENT AND SUBLETTING

16 Tenant shall not assign, sublet, or otherwise transfer, whether voluntarily or by operation of law, its interests under this Lease, without Landlord’s written consent, which shall not be unreasonably withheld.

ARTICLE 17

SIGNAGE AND PARKING

17.1 Signage. As part of the Landlord’s Work, Landlord shall install directory and suite identification signage for Tenant at Landlord’s sole cost and expense. Landlord shall also install monument wall signage and any other above-standard signage reasonably request by Tenant, based on signage designs and specifications proposed by Tenant, subject to Landlord’s prior written approval, and the costs thereof shall be included in reimbursable Landlord Work costs payable by Tenant pursuant to the Work Letter. Such Building monument sign location shall be mutually agreed upon by Landlord and Tenant. Without limiting the foregoing, Landlord hereby agrees that Tenant’s signage shall include, without limitation a suite identification sign at the Premises and signage on the Building directory, as well as directional signage in locations mutually agreed to by the parties acting reasonably and in good faith. Tenant shall be granted a space on the Building monument wall sign which location shall be mutually agreed upon by Landlord and Tenant. The cost and installation of Tenant’s monume nt sign shall be borne by Tenant. All signage must be submitted to Landlord for Landlord’s prior review and written approval.

17.2 Parking. Tenant shall be entitled to use, at no charge, fee, or expense to Tenant or any other Tenant Party or their guests or invitees, on a non- exclusive basis, any unreserved and unassigned parking spaces in those portions of the Parking Areas designated by L andlord for Tenant’s parking. Landlord specifically reserves the right, from time to time, to reasonably modify the Parking Areas with reasonable prior written notice to Tenant. Landlord may temporarily close- off or restrict access to the Parking Areas for purposes of construction, alteration or improvements or to accommodate or facilitate renovation, alteration, construction or other modification of the Project; provided sufficient alternative parking is made available to Tenant.

ARTICLE 18

DEFAULT BY TENANT

18.1 Default. The occurrence of any of the following events on the part of the Tenant shall be a default by Tenant:
(a) Failure to pay Rent when due and said Rent remains unpaid for more than five (5) Business Days after Tenant’s receipt of written notice of such failure; or (b) Failure in the performance of any of Tenant’s other covenants, agreements, or obligations hereunder, which failure continues for more than thirty (30) days after Tenant’s receipt of written notice thereof from Landlord; provided if such cure reasonably takes longer than thirty (30) days to complete, then Tenant shall not be in default hereunder if Tenant has commenced such cure within the 30- day period and at all times thereafter proceeds diligently to complete such cure;
(c) (i) The making by Tenant of any general arrangement or general assignment for the benefit of creditors; (ii) Tenant becomes a "debtor" as defined in 11 U.S.C. § 101 or any 17 successor statute thereto (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days, provided if any provision of this paragraph is contrary to any applicable law, such provision shall be of no force or effect;
(d) The abandonment of the Premises by Tenant, as opposed to Tenant vacating the Premises or any portion thereof, where Tenant does not, within thirty (30) days after receipt of written notice from Landlord, resume its use and occupancy of the Premises at a later time; provided Tenant maintains the insurance required hereunder and reasonably secures the Premises during such period when it is not being used by Tenant.

18.2 Landlord’s Remedies. So long as a Tenant default, beyond the notice and cure periods above, shall be continuing, Landlord shall have the remedies set forth below in this Section 18.2, and any other remedies available under applicable Laws. (a) Landlord shall have the immediate option to terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In the event that Landlord shall so elect to terminate this Lease, then Landlord may recover from Tenant:
(i) The worth at the time of award of any unpaid rent which had been earned at the time of such termination; plus
(ii) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (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 rental loss that Tenant proves could be reasonably avoided; plus (iv) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (v) At Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

As used in Subparagraphs (i) – (iii) above of this Section, the “worth at the time of award” is computed by allowing interest at the maximum rate an individual is permitted by law to charge
(b) Landlord shall have the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and 18 recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including the right to recover all Rent as it becomes due. (c) Landlord may, but shall not be obligated to, cure such default on Tenant’s behalf (and may enter the Premises for such purposes). Any such actions undertaken by Landlord pursuant to this paragraph shall not be deemed a waiver of Landlord’s rights and reme dies as a result of Tenant's default and shall not release Tenant from any of its obligations under this Lease. (d) Landlord may pursue any other legal remedy now or hereafter available to Landlord under applicable Laws or otherwise.
(e) No reentry or taking possession of the Premises by Landlord pursuant to this Section shall be construed as an election to terminate this Lease unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction.

18.3 Recovery of Costs . Without limiting Landlord’s remedies under this Lease, applicable Laws, or otherwise, Tenant shall pay to Landlord as Additional Rent all third party costs and expenses incurred by Landlord in connection with Landlord’s cure of any Tenant default not cured by Tenant.

ARTICLE 19

DEFAULT BY LANDLORD
Landlord shall be in default hereunder (a “ Landlord Default”) if it fails to perform any of its covenants, agreements, or obligations hereunder, which failure continues for thirty (30) days after Landlord's receipt of written notice thereof from Tenant; provided if such cure reasonably takes longer than thirty (30) days to make, Landlord shall not be in default hereunder if it has commenced such cure within the thirty (30) day period and at all times thereafter proceeds diligently to complete such cure. No twithstanding the foregoing, a Landlord Default shall include the failure or refusal of Landlord to perform any obligation it has agreed to incur hereunder as soon as possible in the event of an "emergency," defined as an event which threatens the safety and/or well -being of the occupants of the Premises, or which prevents Tenant from continuing ongoing use. (in Tenant's sole reasonable opinion).

ARTICLE 20

SUBORDINATION
This Lease, at Landlord's option, shall be subordinate to the lien of any mortgage now or hereinafter affecting the Premises, and to all renewals, modifications, consolidations, replacements or extensions thereof (each, a “Mortgage”), irrespective of the time of recording such Mortgage, provided the mortgagee thereunder (the “Mortgagee”) is a recognized bank, savings and loan association, insurance company or other lending institution, and provided that such Mortgagees furnish a recognition and subordination agreement consistent with the terms of this Lease, in recordable form reasonably satisfactory to all parties thereto, that states Tenant's occupancy and rights pursuant to this Lease shall not be disturbed nor terminated as long as Tenant is not in default 19 of its obligations hereunder beyond any cure periods. In the absence of a subordination, attornment and non- disturbance agreement and in the event that any holder of any Mortgage or anyone claiming from or through any such holder or any purchaser of holder's estate in any foreclosure sale shall enter into and lawfully become possessed of the Premises or shall otherwise succeed to the rights of Landlord under this Lease, either through foreclosure of any Mortgage or the acquisition of the estate of Landlor d thereby mortgaged, Tenant agrees to attorn to such successor landlord and recognize successor landlord as its landlord under this Lease and to execute, upon request of such successor landlord, an attornment agreement in form and substance reasonably acceptable to Tenant.

ARTICLE 21
WAIVER
The waiver by Landlord or Tenant of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition, nor shall either party’s consent to any breach of any term, covenant or condition be deemed to constitute or imply its consent to any subsequent breach of the same or other term, covenant or condition herein contained. The receipt and acceptance by Landlord of delinquent rent or Additional Rent shall not constitute a waiver of any other default; it shall constitute only a waiver of timely payment for the particular rent payment involved.

ARTICLE 22

NOTICES
All notices, demands, or other communications that either party desires or is required or permitted to give or make to the other party under or pursuant to this Lease (collectively referred to as “notices”) shall be made or given in writing and shall eithe r be (a) personally served, (b) sent by registered or certified mail, postage prepaid, or (c) sent by a nationally recognized overnight delivery service or courier. Notices may be sent via electronic mail so long as they are concurrently sent by one of the other methods provided above. All notices shall be addressed to or personally served on the parties as follows:

If to Tenant, to: Dr. Moises G. Aguirre, Superintendent Janea Quirk, Assistant Superintendent of Facilities and Operations 1130 5
th Avenue
Chula Vista, CA 91911

and to: Jennifer Carbuccia
General Counsel
1130 5th Avenue
Chula Vista, CA 91911

If to Landlord: City of Chula Vista
Attn: City Manager
276 4th Avenue
Chula Vista, CA 91910

20 With a copy to: City Attorney
City of Chula Vista
276 4th Avenue
Chula Vista, CA 91910
[email protected]

Service of any such notice or demand so made by the methods provided above shall be deemed complete as of the date received or the date delivery is refused. The address to which notices and demands shall be delivered or sent may be changed from time to ti me by notice served as herein provided by either party upon the other party.

ARTICLE 23

QUIET POSSESSION
Landlord hereby agrees that as long as Tenant keeps and performs the covenants in this Lease, Tenant shall at all times during the Term of this Lease peaceably and quietly have, hold and enjoy the Premises and Tenant’s rights hereunder, without suit, trouble or hindrance from Landlord or any person claiming under Landlord.

ARTICLE 24

ESTOPPEL CERTIFICATES
Each party to this Lease will, from time to time as requested by the other party, on not less than twenty (20) days prior written notice, execute, acknowledge, and deliver to the other party a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications that this Lease is in full force and effect as modified and stating the modifications). That statement will certify the dates to which Rent and any other charges have been paid. That statem ent will also state whether, to the knowledge of the person signing the certificate, the other party to the Lease is in default beyond any applicable grace period provided in this Lease in the performance of any of its obligations under this Lease. If the other party is in default beyond any applicable grace period, the statement will specify each default of which the signer then has knowledge. It is intended that this statement may be relied on by others with whom the party requesting that certificate may be dealing.

ARTICLE 25

LIMITATION ON LIABILITY
Under no circumstances shall either party be liable to the other party for any special, indirect, consequential or punitive damages or for injury to the other party’s business or for any loss of income or profit therefrom, or loss of business, and each par ty waives any and all claims for any such damages.

ARTICLE 26

MISCELLANEOUS PROVISIONS

26.1 Entire Agreement . This Lease contains all covenants, terms, provisions and agreements between Landlord and Tenant relating in any manner to the construction, rental, use 21 and occupancy of the Premises and other matters set forth in this Lease. No prior agreement or understanding with respect to the same shall be valid or of any force or effect, and no covenant, term, provision or agreement of this Lease can be altered, cha nged, modified or added to, except in writing, signed by Landlord and Tenant. No representation, inducement, understanding, or anything of any nature whatsoever made, stated, or represented on behalf of either party hereto, either orally or in writing, has induced the other party to enter into this Lease except as set forth in this Lease.

26.2 No Presumption Against Drafter. This Lease has been negotiated at arm’s length and between parties sophisticated and knowledgeable in the matters dealt with herein. In addition, each party has been represented by experienced and knowledgeable legal counsel. Accordingly, any rule of law or legal decision that would require interpretation of any ambiguities in this Lease against the party that has drafted it is not applicable and is waived. The provisions of this Lease shall be interpreted in a reasonable manner to effect the purposes of the parties and this Lease.

26.3 No Amendments . No amendment of this Lease shall be valid unless made in writing and signed by the parties hereto, and, to the extent required, approved by the Tenant, and no oral understanding or agreement not incorporated herein shall be binding on either party hereto.

26.4 Time of the Essence. Time is of the essence in the performance of each and every obligation and covenant of the parties hereto.

26.5 Severability. If any clause, sentence or other portions of this Lease shall become invalid, illegal, or unenforceable for any reason, or shall be held by any court of competent jurisdiction to be so, the remaining portions thereof shall remain in full force and effec t and such clause, sentence or other portions shall be ineffective only to the extent of such invalidity, illegality, or unenforceability.

26.6 Brokerage Commissions . The parties to this Lease warrant to each other that neither party dealt with any brokers or finders in connection with the consummation of this Lease, and each party agrees to protect, defend, indemnify and hold the other party harmless from and against any and all claims or liabilities for brokerage commissions or finder’s fees arising out of that party’s acts in connection with this Lease to anyone.

26.7 Captions. The captions and section headings used herein are for convenience only and are not a part of this Lease and do not in any way limit or amplify the terms and provisions hereof.

26.8 Construction. For purposes of this Lease, words of the masculine gender shall be deemed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number and vice versa and words importing persons shall include corporations and associations, including public bodies and the term “agent” shall refer to a Person’s employees, contractors, and representatives.

26.9 Further Assurances. Except as expressly set forth otherwise herein, each party to this Lease will at its own cost and expense execute and deliver such further documents and instruments that are consistent with the terms and conditions of this Lease and will take such other 22 actions as may be reasonably required to evidence or carry out the intent and purposes of this Lease.

26.10 Governing Law. This Lease shall be interpreted in accordance with and governed by the laws of the State of California, without regard for its conflict of laws provisions. Venue for any legal action brought by either party with respect to this Lease shall be the Super ior Court of the State of California in San Diego County.

26.11 Word Usage . Unless the context clearly requires otherwise, (i) the plural and singular numbers will each be deemed to include the other; (ii) the masculine, feminine, and neuter genders will each be deemed to include the others; (iii) “shall,” “will,” “must,” “agrees,” and “covenants” are each mandatory; (iv) “may” is permissive; (v) “or” is not exclusive; and (vi) “includes” and “including” are not limiting.

26.12 Counterparts; Electronic Execution. This Lease may be executed in any number of counterparts and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and any counterpart signature pages may be detached and assembled to form a single original document. This Lease may be executed by signatures transmitted via electronic means including email.

26.13 Incorporation. The Exhibits and Schedules attached hereto are hereby incorporated by this reference into this Lease.

26.14 Authority. Each party hereby represents and warrants to the other party that the individual(s) executing this Lease on behalf of his or her respective party is(are) duly authorized to execute and deliver this Lease on behalf of said entity in accordance with the g overning documents of such entity, and that upon full execution and delivery this Lease is binding upon said entity in accordance with its terms. Without limiting the foregoing, Landlord hereby represents and warrants to Tenant that Landlord has obtained all approvals and consents which may be required from any member, manager, partner, and lender of Landlord, and upon request from Tenant shall provide copies of such approvals and consents to Tenant.

26.15 Relationship of Parties . Nothing contained in this Lease shall be deemed or construed by the parties or by any third person to create the relationship of principal and agent, or of partnership or of joint venture, or of any association between Landlord and Tenant, and none of the provisions contained in this Lease or any acts of the parties shall be deemed to create any relationship other than lessor and lessee between Landlord and Tenant, nor shall this Lease be construed, except as expressly provided, to authorize either to act as agent for the other.

26.16 Binding Effect . The provisions of this Lease shall bind or benefit the heirs, executors, administrators, successors and permitted assigns of the original parties to this Lease.

26.17 No Third Party Beneficiaries. This Lease shall not, nor be deemed to, confer upon any Person, other than the parties hereto, any right or interest, including without limitation any third-party beneficiary status or any right to enforce any provision of this Lease.

26.18 City Council Action. Tenant acknowledges that certain approvals or consents to be given by Landlord hereunder may be subject to approval by the City Council of Landlord, through 23 formal action at a regularly or specially called meeting, or by Landlord’s authorized designee, as applicable. Landlord makes no representation that any such approval or consent will be granted or that any consent or approval granted by Landlord pursuant t o this Lease shall indicate that any required approval or consent from the City Council or such designee is forthcoming.

Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to timely seek any such required City Council or designee approval or consent. Landlord shall not be deemed in breach of this Lease solely by reason of the failure of the City Council or such designee to grant such consent or approval, or to take such required action, in the manner or within the time otherwise provided in this Lease, provided that Landlord has timely submitted the matter for such approval or consent and is diligently pursuing the same. The foregoing shall not excuse Landlord’s obligation to pay any sums due to Tenant under this Lease when required..

26.19 Press Releases. Neither party shall make any press release regarding the Premises, this Lease, or any other subject matter hereof without the prior written approval of the other party, which shall not be unreasonably withheld, conditioned, or delayed; provided, however , Tenant may make press releases and public announcements relating to Tenant’s Permitted Use and programs, events, activities, and operations conducted from the Premises and Property so long as such press releases and public announcements do not disclose confidential lease terms or represent or imply City’s endorsement.

26.20 Force Majeure. In the event of Force Majeure, the obligations of the impacted party(ies) will be suspended to the extent caused by the Force Majeure, subject to the terms and conditions of this Lease. Notwithstanding the foregoing, Force Majeure shall not in any way excuse, limit, or otherwise modify either party’s financial obligations under this Lease. For a party to avail itself of the benefit of Force Majeure, the Force Majeure event must directly cause a material delay in performance of an obligatio n or duty hereunder, or an inability to complete the performance of any such obligation or duty. The party claiming the benefit of Force Majeure must give detailed written notice to the other party within five (5) Business Days after obtaining actual knowledge of the Force Majeure event, and failure to provide such notice within such time period shall not void the benefit of Force Majeure but shall instead decrease the duration of the excused performance resulting from such Force Majeure event on a per diem basis for each day of delay in delivering such notice.

26.21 Tenant Financing. Tenant shall not, without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole and absolute discretion, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to Tenant’s interest in and to (a ) this Lease, or (b) the Premises. Additionally, Landlord shall have no obligation or duty whatsoever to execute any agreements, instruments, or other documents requested by Tenant or any lender of Tenant in connection with any Tenant financing, whether secured by Tenant’s personal property, fixtures, equipment, or otherwise; provided if Landlord, in its sole discretion, agrees to enter into any consents, lien releases, waivers, or similar agreements in connection with any Tenant financing, then Tenant shall reimburse Landlord for its actual and reasonable legal fees incurred in connection therewith, regardless of whether Landlord, Tenant, and Tenant’s lender are able to reach an agreement on a final form of such agreement or whether it is executed. Landlord hereby waives any landlord or similar liens to which it may have a right with respect to the merchandise, furniture, trade fixtures, equipment and other personal property of Tenant located on or about the Premises with respect to this Lease.
24 26.22 Waiver of Redemption. Tenant waives any and all rights of redemption granted by or under any Laws if Tenant is evicted or dispossessed for any cause, or if Landlord obtains possession of the Premises by reason of the default by Tenant of any of the terms, covenants or conditions of this Lease beyond any applicable notice and cure period.

26.23 Tenant’s Information Technology Equipment. Without limiting the Tenant’s right to install Tenant’s Systems and Equipment, Tenant shall further have the right, at its cost and expense, to install its information technology equipment and systems in the Premises, and, to the extent needed for the proper operation and use thereof, in portions of the Common Areas as may be reasonably required, including cabling, WiFi, and such other equipment and systems as Tenant desires, and to operate such equipment and systems during the Term, provided Tenant obta ins Landlords prior written approval as to the size, location, look of the information technology equipment, and installation method of any such equipment in the Common Areas, that Tenant wishes to install in the Common Areas. Subject to obtaining Tenant ’s prior approval and opportunity to have a Tenant representative present, neither Landlord nor any other user of the Building or Project shall be allowed to access or use such equipment or systems, and without limiting Tenant’s other rights set forth in this Lease, Tenant shall have the right to install security to prevent any unauthorized use. If Tenant is required to share a common MDF/ID, the parties agree to use individual secured cabinets to ensure integrity of each respective party’s equipment.

Tenant’s prior permission will not be necessary in the event of an emergency.

26.24 Right of First Offer . If at any time during Term vacant space becomes available for lease on lower level of Building, Landlord shall use commercially reasonable efforts to provide Tenant written notice thereof (an “Available Space Notice”) promptly after Landlord determines such space is available for lease. Available Space Notice shall indicate specific space that is available for lease (the “ Available Space”) and proposed rental upon which Landlord would be willing to lease space to Tenant. Upon Tenant’s receipt of Available Space Notice, parties shall negotiate in good faith for terms upon which Landlord would lease Available Space to Tenant, and Tenant would lease Available Space from Landlord; provided, in all events, such negotiation period shall not exceed a period of two (2) months from Tenant’s receipt of Available Space Notice. If parties are able to reach a mutual agreement as to lease of Available Space, they shall enter into an amendment to this Lease to add Available Space to Premises and to make such other modifications, solely with respect to Available Space, as are mutually agreed upon by parties. If parties are unable to reach a mutual agreement within such 2 -month period, then Tenant’s rights under this paragraph with respect to Available Space shall be void and of no further force or effect.

Nothing in this Section shall obligate Landlord to lease Available Space to Tenant except pursuant to a written amendment executed by both parties, and Landlord shall have no obligation to offer Available Space on terms other than those acceptable to Landlord in its sole discretion.

25 Tenant Signature Page
IN WITNESS WHEREOF, the parties have executed this Lease as of the Effective Date.

TENANT:

SWEETWATER UNION HIGH SCHOOL DISTRICT,
a public school district organized and existing under the laws of the State of California By:

Dr. Moisés G. Aguirre
Superintendent
Date: _________________, 2026
APPROVED AS TO FORM:

By:

Jennifer Carbuccia
General Counsel

Landlord Signature on Following Page

26 Landlord Signature Page

LANDLORD:

CITY OF CHULA VISTA,
a chartered municipal corporation
By: _____________________
John McCann, Mayor

Date: _________________, 2026
ATTEST:

City Clerk

APPROVED AS TO FORM:

Marco Verdugo, City Attorney

1 EXHIBIT A

DIAGRAM OF PREMISES

1 SCHEDULE 2.2

LEASE COMMENCEMENT DATE CERTIFICATE
This Lease Commencement Date Certificate is attached to and made a part of the Lease Agreement dated ______________, 2026 between SWEETWATER UNION HIGH SCHOOL DISTRICT as “Tenant”, and the CITY OF CHULA VISTA, a chartered municipal corporation as “Landlord”. All defined terms herein shall have the same meaning as ascribed under the Lease.

The Delivery Date is: ____________, 2026

The Commencement Date of the Lease is , 2026.

The expiration date of the ten (10) year Term of the Lease is ___________, 203__.

This Certificate may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. The parties shall be entitled to sign and transmit an electronic signature of this Certificate (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Certificate upon request. The parties agree that electronic signatures, including those delivered by PDF or signed through the electronic signature system known as "DocuSign", shall have the same effect as originals. All parties to this Certificate waive any and all rights to object to the enforceability of this Certificate based on the form or delivery of signature.

SO CERTIFIED by Landlord and Tenant as of ________________, 2026.

TENANT:

SWEETWATER UNION HIGH SCHOOL DISTRICT
By:

Dr. Moisés G. Aguirre
Superintendent

LANDLORD:

CITY OF CHULA VISTA,
a chartered municipal corporation
By:

John McCann, Mayor

1 SCHEDULE 3.2

WORK LETTER

1. Landlord's Work. Landlord agrees to construct certain improvements to the Premises as provided herein (collectively the “Landlord's Work”).

1.1 Approval of Plans. Landlord and Tenant shall work together in good faith to develop mutually acceptable final plans and specifications, construction drawings, and detail sheets for the Landlord's Work which shall be submitted to the City of Chula Vista Building Department for a building permit (the “Final Plans”). Landlord shall not commence Landlord’s Work until the City of Chula Vista has obtained the required building permit(s) based on the Final Plans, with Tenant providing reasonable cooperation and information necessary for such permitting.

1.3 Substantial Completion . As used in this Lease, the term “ Substantially Complete” shall mean the date Landlord notifies and represents to Tenant that (a) all of Landlord's Work has been completed (such that Tenant is able to commence full use of the Premises for the Permitted Use) in a good, workmanlike and lien- free manner, in accord ance with good construction practices and in compliance with all applicable Laws and the Final Plans; (b) the Premises is broom-clean and free of all construction equipment and debris; and (c) that a certificate of occupancy or temporary certificate of occupancy (or equivalent) permitting Tenant to occupy the Premises for the Permitted Use has been issued.

1.4 Punch List. Tenant shall have thirty (30) days after the Commencement Date to prepare and deliver to Landlord a written list of any initial defects in construction (“Punch List Window ”). After receipt of said punchlist, Landlord shall immediately commence and diligently prosecute to completion any work required to correct punchlist items and defects noted by Tenant. Failure to deliver the Punch List within the Punch List Window shall constitute Tenant’s acceptance of the Premises and Landlord’s Work. This paragraph shall in no way serve to limit Landlord's obligations under this Lease.

1.5 Construction Warranty. Landlord represents and warrants that the materials and equipment used in the Landlord's Work will be new and meet the requirements of the Final Plans, and that the Landlord's Work will be performed in material conformance with the requirements of the Final Plans, industry standards, and applicable Laws. Any of the Landlord's Work not materially conforming to these requirements shall be considered defective, and Landlord shall correct, at Landlord's sole expense, subject to the Punch List Window, any and all violations of the foregoing.

1.6 Change Orders. No modifications to the Final Plans shall be undertaken without first having been approved (not to be unreasonably withheld, conditioned, or delayed) in writing by Tenant's Project Manager, initially to be Tenant’s Assistant Superintendent, Janea Quick, or her designee. Tenant shall not be entitled to ask for any changes to the Final Plans (“Changes”). Any request for Changes made by Tenant, which will be at Tenant’s sole cost and expense, must be made in writing given to the Landlord (a “ Change Request”). Landlord shall diligently respond to a Change Request in writing (a “Change Response”). The Change Response

2 shall set forth, without limitation and as appropriate (i) whether Landlord consents to the Change Request, and if Landlord does not consent, the detailed reason(s) for such decision (provided Landlord consent may not be unreasonably withheld, conditioned or delayed), and (ii) Landlord's reasonable estimate of any likely delay in the Substantial Completion of the Landlord’s Work as a result of such Change Request. After receipt of a Change Response, provided the requested Changes were consented to, Tenant shall notify Landlord in writing of whether if it still desires to proceed with such requested Changes. If Tenant has decided to proceed with the requested Changes, the parties shall execute a written “Change Order” to memorialize the Changes. All Change Orders, including but not limited to any change in scope, must be approved in writing by Landlord to be effective. Upon the full execution and delivery of a Change Order, the Changes shall become a part of the Final Plans. Tenant acknowledges and agrees t hat Landlord shall not be liable to Tenant for any delay in the Delivery Date to the extent that such delay is caused by or results from any Change Order. Landlord may, upon written notice to Tenant, require reasonable changes to the Final Plans relating to the scope, layout, design, specifications, or manner of construction of Landlord’s Work, and Landlord shall be solely responsible for any increased costs arising from such changes.

1.7 Tenant Improvement Costs; Reimbursement . All costs incurred by Landlord in connection with the design, permitting, construction, and project management of the Landlord’s Work (collectively, “TI Costs”) shall be reimbursed to Landlord by Tenant. Landlord shall provide Tenant with a good- faith budget estimate for Tenant’s approval prior to commencement and shall invoice Tenant no more frequently than monthly with reasonable supporting documentation. Tenant shall pay all invoiced amounts within thirty (30) days after receipt. Following completion of Landlord’s Work, Landlord shall provide a reconciliation of costs incurred with reasonable supporting documentation, and Tenant shall pay any excess of actual costs not yet paid within thirty (30) days after Tenant’s receipt of such reconciliation.

2. Tenant's Work . Landlord agrees that Tenant may, at Tenant's own cost and expense, and subject to Landlord’s prior written approval in each instance (not to be unreasonably withheld, conditioned, or delayed), install in the Premises and, to the extent applicable, in the Common Areas, the Tenant’s Systems and Equipment and the Tenant Security Equipment (defined below). Such work shall be performed in compliance with industry standards and applicable Laws.

As used in this Lease the term “Tenant Security Equipment” shall mean a security system to be installed at the Premises, which may include key card access and other equipment exclusively servicing the Premises, if Landlord’s access and security systems are unable to satisfy all reasonable legal requirements that Tenant is obligated to comply with under applicable Laws, or insufficient to comply with Tenant access and security standards and protocols for its facilities.

Landlord shall reasonably cooperate with Tenant in connection with the design, instal lation, and operation of any Tenant’s Systems and Equipment and Tenant Security Equipment, provided that (a) such cooperation shall not require Landlord to incur out -of-pocket costs unless Tenant agrees in advance in writing to reimburse Landlord for such Tenant -specific out -of-pocket costs, supported by reasonable documentation, (b) Landlord may require Tenant to coordinate all work through Landlord’s designated representative and comply with scheduling and access requirements, and (c) Landlord may impose reasonable requirements to protect the Project and other occupants and to maintain safety and continuity of operations.

3 SCHEDULE 11
Required Insurance Policies

1. Tenant’s Insurance. During the Term, Tenant, at its sole cost and expense, shall keep in force and maintain insurance as follows:
(a) General Liability Insurance with minimum limits as follows:
(i) Each Occurrence $3,000,000
(ii) Products/Completed Operations Aggregate $3,000,000 (iii) Personal and Advertising Injury $3,000,000
(iv) Dedicated Aggregate $5,000,000
(b) Business Automobile Liability Insurance for owned, non- owned, or hired automobiles with a combined single limit of not less than $3,000,000 per occurrence. (c) Property, Fire and Extended Coverage Insurance in an amount sufficient to reimburse Tenant for all of its equipment, trade fixtures, inventory, fixtures and other personal property located on or in the Premises.
(d) Workers’ Compensation and Employers Liability as required by California law.

The liability policies above shall include Landlord as an additional insured; provided such a provision shall apply only in proportion to and to the extent of the negligent acts or omissions of Tenant, its officers, agents and employees. Tenant, upon the execution of this Lease, shall furnish Landlord with certificates of insurance evidencing compliance with all requirements, along with endorsements evidencing the Landlord’s additional insured status. The coverages required herein shall not limit the liability of Tenant. Tenant shall have the right to self-insure any policy/coverage required above.

2. Landlord’s Insurance. During the Term, Landlord, at Landlord’s sole cost and expense, shall keep in force and maintain insurance, and/or self-insurance (including participation in a self-insurance pool or risk management program), as follows:
(a) Commercial Form General Liability Insurance (contractual liability included) with minimum limits as follows:
(i) Each Occurrence $3,000,000
(ii) Products/Completed Operations Aggregate $3,000,000 (iii) Personal and Advertising Injury $3,000,000

4 (iv) General Aggregate $5,000,000
(b) Business Automobile Liability Insurance for owned, scheduled, non- owned, or hired automobiles with a combined single limit of not less than $3,000,000 per occurrence. (c) Special Form – Property Insurance covering the Building, the Project, and all improvements on the Property, including all improvements that are part of the Landlord’s Work and/or any Alterations, against all risks, in an amount equal to one hundred percent (100%) of the full replacement value. Such insurance shall include coverage to conform with then current codes and the costs of demolition and debris removal, excluding land and the footings, foundations and installations below the basement level, without deduction for depreciation of the covered items and in amounts that meet any co insurance clauses of the policies of insurance, with a vandalism and malicious mischief endorsement, sprinkler leakage coverage, and such other coverages as may be requested by Tenant in writing.
(d) Workers’ Compensation and Employer’s Liability as required by California law.

SMRH:4882-2218-0348.1 Schedule 5.2, Page 1

SCHEDULE 5.2
Rules and Regulations

The following Rules and Regulations (“ Rules”) shall be in effect at the Building, and the Premises as the case may be and shall be followed by Tenant and Tenant Parties at all times throughout the Term. Landlord reserves the right to adopt reasonable nondiscriminatory modifications and additions to these Rules at any time. In the case of any conflict between these Rules and the Lease, the Lease shall be controlling.

1. The sidewalks, halls, passages, elevators, stairways, and other common areas shall not be obstructed by Tenant or used by it for storage, for depositing items, or for any purpose other than for ingress to and egress from the Premises. Should Tenant have access to any balcony or patio area, Tenant shall not place any furniture other personal property in such area without the prior written approval of Landlord.

2. Neither Tenant nor any employee, invitee or contractor of Tenant shall go upon the roof of the Building without the prior written consent of Landlord.

3. Tenant shall, at its expense, be required to utilize the third party contractor designated by Landlord for the Building to provide any telephone wiring services from the minimum point of entry of the telephone cable in the Building to the Premises.

4. No antenna or satellite dish shall be installed by Tenant without the prior written agreement of Landlord.

5. The sashes, sash doors, windows, glass lights, solar film and/or screen, and any lights or skylights that reflect or admit light into the halls or other places of the Building shall not be covered or obstructed. If Landlord, by a notice in writing to Tenant, shall object to any curtain, blind, tinting, shade or screen attached to, or hung in, or used in connection with, any window or door of the Premises, the use of that curtain, blind, tinting, shade or screen shall be immediately discontinued and removed by Tenant. Interior of the Premises visible from the exterior must be maintained in a visually professional manner and consistent with a first -class office building.

Tenant shall not place any unsightly items (as determined by Landlord in its reasonable discretion) along the exterior glass line of the Premises including, but not limited to, boxes, and electrical and data cords. No awnings shall be permitted on any part of the Premises.

6. The installation and location of any unusually heavy equipment in the Premises, including without limitation file storage units, safes and electronic data processing equipment, shall require the prior written approval of Landlord. The moving of large or heavy objects shall occur only between those hours as may be designated by, and only upon previous notice to, Landlord. No freight, furniture or bulky matter of any description shall be received into or moved out of the lobby of the Building or carried in any elevator other than the freight elevator (if available) designated by Landlord unless approved in writing by Landlord.

SMRH:4882-2218-0348.1 Schedule 5.2, Page 2

7. Any pipes or tubing used by Tenant to transmit water to an appliance or device in the Premises must be made of copper or stainless steel, and in no event shall plastic tubing be used for that purpose.

8. Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld. Upon the termination of its tenancy, Tenant shall deliver to Landlord all the keys to offices, rooms and toilet rooms and all access cards which shall have been furnished to Tenant or which Tenant shall have had made.

9. Tenant shall not install equipment requiring electrical or air conditioning service in excess of that to be provided by Landlord under the Lease without prior written approval from Landlord.

10. Tenant shall not use space heaters within the Premises.

11. Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything in the Premises, which shall in any way increase the insurance on the Building, or on the property kept in the Building, or interfere with the rights of other tenants, or conflict with any government rule or regulation.

12. Tenant shall not use or keep any foul or noxious gas or substance in the Premises.

13. Tenant shall not permit the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations, or interfere in any way with other tenants or those having business with other tenants.

14. Tenant shall not permit any pets or animals in or about the Building. Bona fide service animals and any other animals required to be permitted under applicable laws are permitted provided they remain under the direct control of the individual they serve a t all times, and do not disturb or threaten others.

15. Neither Tenant nor its employees, agents, contractors, invitees or licensees shall bring any firearm, whether loaded or unloaded, into the Property at any time.

16. Smoking tobacco, including via personal vaporizers or other electronic cigarettes, anywhere within the Premises, Building or Property is strictly prohibited except that smoking tobacco may be permitted outside the Building and within the Property only in a reas designated by Landlord. Smoking, vaping, distributing, growing or manufacturing marijuana or any marijuana derivative anywhere within the Premises, Building or Property is strictly prohibited.

17. Tenant shall not install an aquarium of any size in the Premises unless otherwise approved by Landlord.

18. Tenant shall not utilize any name selected by Landlord from time to time for the Building and/or the Property as any part of Tenant’s corporate or trade name. Landlord shall have

SMRH:4882-2218-0348.1 Schedule 5.2, Page 3

the right to change the name, number or designation of the Building or Property without liability to Tenant. Tenant shall not use any picture of the Property in its advertising, stationery or in any other manner.

19. Tenant shall, upon request by Landlord, supply Landlord with the names and telephone numbers of personnel designated by Tenant to be contacted on an after -hours basis should circumstances warrant.

20. Landlord may from time -to-time grant tenants individual and temporary variances from these Rules, provided that any variance does not have a material adverse effect on the use and enjoyment of the Premises by Tenant.

21. Tenant may conduct ordinary-course meetings, interviews, orientations, and tours in the Premises without Landlord’s approval, provided the same are consistent with the Permitted Use and do not materially interfere with the operation of the Building or other tenants’ use and occupancy thereof. No meetings, events, orientations, tours, receptions, or other gatherings that are open to the general public, reasonably expected to draw attendance in excess of normal day- to-day occupancy of the Premises, or re asonably likely to require unusual security, staffing, parking, and crowd-management measures shall be conducted in the Premises, patio, Building, or Property without Landlord’s prior written approval, which may be conditioned on reasonable security, staffing, parking, and crowd-management requirements.

22. Tenant shall have access to the Premises in accordance with the Lease, including during times when the Building is not otherwise open to the public, subject to reasonable security procedures designated by Landlord (e.g., badge/key control and sign- in). La ndlord shall not suspend or restrict Tenant’s after-hours access rights except in the event of an emergency posing an imminent threat to persons or property, and then only to the extent and for the duration reasonably necessary to address such emergency, with notice to Tenant as soon as reasonably practicable.

23. Unless otherwise permitted under the Lease, Tenant shall not install cameras, audio recording devices, access control devices, or other security systems that monitor or capture any portion of the Common Areas or Property without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Any approved systems must comply with applicable law and Landlord’s IT/security requirements. Tenant may install devices that incidentally capture limited portions of adj acent Common Areas at the immediate entry to the Premises to the extent reasonably necessary for Tenant’s security and legal compliance, subject to Landlord’s reasonable conditions.