Palo Alto City Council
August 18, 2025

Thoits Bros., Inc. 629 Emerson Street Palo Alto, CA 94301 650-323-4868 July 11, 2025 VIA EMAIL City of Palo Alto 285 Hamilton Avenue Palo Alto, California Attn: Sunny Tong, Real Property Manager Email: [email protected] RE: Office Lease dated October 18, 1998, as amended by that certain Amendment No. 1 to Office Lease dated May 18, 1999, as further amended by that certain Amendment No. 2 to Office Lease dated June 13, 2006, as further amended by that certain Amendment No. 3 to Office Lease dated November 1, 2011, as further amended by that certain Amendment No. 4 to Office Lease dated September 3, 2013, as further amended by that certain Fifth Amendment to Office Lease dated February 1, 2016, and as further amended by that certain Sixth Amendment to Office Lease dated as of May 22, 2017, a amended by Seventh Amendment to Office Lease dated as of June 22, 2021 (collectively, the “Lease”) between 285 Hamilton LLC, a Delaware limited liability company (“Landlord”), as successor to Thoits Bros., Inc. and The City of Palo Alto, a California municipal corporation (“Tenant”) Dear Sunny: Tenant’s renewal options under the Lease have expired. However, Landlord is willing to extend the Lease for an additional term of three (3) years expiring on January 31, 2029 (the “Extended Term”), with no further options to extend under the Lease. Base Rent during the Extended Term will be increased each year of the Extended Term by 3% above the Base Rent previously in effect, with the first escalation occurring on February 1, 2026 (which will increase the Base Rent to $49,420.45 per month/$594,045.40 per annum), and each subsequent escalation to occur on the one year anniversary thereof. Tenant’s Lease for the Extended Term will otherwise be on all the terms and conditions of the Lease. Such offer to extend the Lease for the Extended Term shall be effective only if Tenant delivers a duly executed copy of this Letter to Landlord by August 19, 2025, time being of the essence. If so executed by Tenant, this letter shall amend the Lease. If Tenant fails to deliver such duly executed copy of this letter by such date, this letter shall have no force or effect, and Tenant shall have no right to extend the Lease for the Extended Term. Tenant’s signature may be delivered electronically, including by PDF, DocuSign or AdobeSign. By executing this Letter, Tenant hereby confirms that (1) except as modified hereby, all other terms and conditions of the Lease remain unchanged and in full force and effect and are hereby ratified and confirmed by the parties hereto, and the Lease together with this letter constitutes the entire agreement between Landlord and Tenant with respect to Tenant’s lease of space at 285 Hamilton Avenue, (2) Tenant accepts the Premises in its “as is” and “where is” condition, (3) as of the date of Tenant’s execution of this letter : (a) Tenant is not in default under any of the terms and provisions of the Lease; (b) Landlord is not in default in the performance of any of its obligations under the Lease and Tenant is unaware of any condition or circumstance which, with the giving of notice or the passage of time or both, would constitute a default by Landlord; (c) Landlord has completed, to Tenant’s satisfaction, any and all improvements to the Premises, and has paid any and all allowances required of it under the Lease; (d) Tenant has no defenses, liens, claims, counterclaims or right to offset against Landlord or against the obligations of Tenant under the Lease, and (e) Tenant did not involve any brokers in connection with this letter agreement and agrees to indemnify, defend and hold Landlord harmless from any claims by a broker or finder based on alleged agreements or dealings with Tenant. Sincerely, 285 Hamilton LLC, a Delaware limited liability company By: Thoits Bros., Inc., a California corporation, its sole member By: ____________________ John R. Shenk, CEO Accepted: The City of Palo Alto, a California municipal corporation By: _____________________________ Name: Its Duly Authorized ________________. Dated: August ____, 2025