Previous Lease from July 2021 — Redondo Beach City Council, September 5, 2023

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A THIS FORM IS NOT TO BE DUPLICATED A
RECORDING REQUESTED BY: I 21048972
City of Redondo Beach IIIIIIIII I IIIIIIIII IIIIII II III Balch Number: 12581077
WHEN RECORDED MAIL TO: IIII III II I II III III IIIIIIIII City of Redondo Beach
City Clerk's Office
415 Diamond St, Door 1
Redondo Beach, CA 90277

OFFICE LEASE
This document is to be recorded for the benefit of the City of Redondo Beach and is exempt from recording fees per Government Code Sections 27383 and 6103

OFFICE LEASE

BETWEEN

CITY OF REDONDO BEACH,

A CHARTERED MUNICIPAL CORPORATION

LANDLORD
AND

SHAW KOEPKE & SATTER, LLP
TENANT

DATED AS OF
JULY 20, 2021
PIER PLAZA, REDONDO BEACH, CALIFORNIA 90277
Table of Contents
OFFICELEASE................................................................................................................................................ 1

1. Parties............................................................................................................................................... 1

2. Summary of Basic Terms: .................................................................................................................. 1

3. Demise and Term.............................................................................................................................. 2

4. Possession......................................................................................................................................... 2

4. 1 Delivery of Possession.............................................................................................................

4. 2 Delays Caused by Tenant..............._......................................................................................... 3

5. Condition of Premises....................................................................................................................... 3

5. 1 Condition of Premises............................................................................................................... 3

6. Rent................................................................................................................................................... 3

6. 1 Monthly Rent .................................................... .......................................................... 3

6. 2 Additional Rent......................................................................................................................... 4

7. Security Deposit................................................................................................................................ 4

8. Operating Expenses.......................................................................................................................... 4

8. 1 Definitions.................................................................................................................................4

8. 2 Payment for Increases in Operating Expenses.......................................................................... 5

8. 3 Manner of Payment.................................................................................................................. 5

8. 4 Final Statement.........................................................................................................................5

9. Use of Premises................................................................................................................................. 6

9. 1 Permitted.................................................................................................................................. 6

9. 2 Restrictions on Use................................................................................................................... 6

9. 3 Prohibited Uses......................................................................................................................... 6

30. Compliance with Laws...................................................................................................................... 6

10. 1 Compliance with Laws.............................................................................................................. 6

10. 3 Nondiscrimination.....................................................................................................................7

10. 4 Employment Records................................................................................................................ 7

10. 5 Hazardous Materials................................................................................................................. 7

11. Alterations and Additions................................................................................................................. 9

11. 1 Landlord' s Consent.................................................................................................................... 9

11. 2 Ownership and Surrender of Alterations................................................................................ 10

11. 3 Liens.................................................................................................................

11. 4 Additional Requirements.................................................................................

11.5 Compliance with Applicable Prevailing Wage Requirements ..........................

12. Repairs...................................................................................................

12. 1 Condition of Premises....................................................................

12. 2 Landlord' s Obligation to Repair .....................................................

13. Services and Utilities..............................................................................

13. 1 Landlord' s Services.........................................................................

13. 2 Utility Charges...............................................................................

13. 3 Janitorial Services...........................................................................

13. 4 Hours of Operation........................................................................

13. 5 Extra Hours.....................................................................................

14. Entry by Landlord...................................................................................

15. Tenant' s Insurance.................................................................................

15. 1 Property Insurance.........................................................................

15. 2 Commercial General Liability Insurance................................................................................. 14

15. 3 Workers' Compensation Insurance......................................................................................... 14

15. 4 Policy Requirements............................................................................................................... 14

15. 5 Tenant' s Failure to Deliver Policies......................................................................................... 14

16. Damage or Destruction; Eminent Domain.... ... ........... -- .... .......................................................... 15

16. 1 Landlord' s Restoration............................................................................................................ 15

16. 2 Rent Abatement...................................................................................................................... 15

16. 3 Exception to Abatement......................................................................................................... 15

16.4 Election to Terminate.............................................................................................................. 15

16. 5 Eminent Domain..................................................................................................................... 16

16. 6 Business Interruption.............................................................................................................. 16

16.7 Waiver..................................................................................................................................... 16

17. Assignment and Subletting............................................................................................................. 16

17. 1 Landlord' s Consent Required.._.._.......................................................................................... 16

17. 2 Consent by Landlord............................................................................................................... 17

17. 3 Corporate and Partnership Tra............................................................................................... 18

17.4 No Release of Tenant.............................................................................................................. 18

17. 5 Transfer Premium................................................................................................................... 18

17. 6 Additional Terms..................................................................................................................... 19

18. Quiet Enjoyment............................................................................................................................. 19

19. Mortgagee Protection..................................................................................................................... 20

19. 1 Subordination.......................................................................................................................... 20

19. 2 Mortgagee' s Liability............................................................................................................... 20

19. 3 Mortgagee' s Right to Cure...................................................................................................... 20

20. Estoppel Certificates....................................................................................................................... 21

21. Default............................................................................................................................................. 21

22. Remedies for Default...................................................................................................................... 22

22. 1 General.................................................................................................................................... 22

22. 2 Redemption............................................................................................................................. 23

22. 3 Performance by Landlord........................................................................................................ 23

22. 4 Post -Judgment Interest ........................................................................................................... 23

22. 5 Tenant' s Waiver...................................................................................................................... 24

23. Holding Over................................................................................................................................... 24

24. Indemnification and Exculpation.................................................................................................... 24

24. 1 Indemnification... ................................ ........ ............... ........................ 24

24. 2 Damage to Persons or Property.............................................................................................. 24

24. 3 Satisfaction of Remedies......................................................................................................... 25

25. Rules and Regulations..................................................................................................................... 25

26. Taxes............................................................................................................................................... 25

27. Brokers............................................................................................................................................ 26

28. Parking............................................................................................................................................ 26

29. Authority to Enter into Lease.......................................................................................................... 27

30. Relocation....................................................................................................................................... 27

31. General Provisions.......................................................................................................................... 28

31. 1 Joint Obligation....................................................................................................................... 28

31. 2 Marginal Headings.................................................................................................................. 28

31. 3 Time........................................................................................................................................ 28

31. 4 Successors and Assigns........................................................................................................... 28

31. 5 Recordation............................................................................................................................. 28

31. 6 Late Charges.................................................................................

31. 7 Prior Agreements; Amendment, Waiver .....................................

31. 8 Inability to Perform......................................................................

31. 9 Legal Proceedings........................................................................

31. 10 Conveyance of Premises..............................................................

31. 11 Name............................................................................................

31. 12 Severability ...................................................................................

31. 13 Cumulative Remedies..................................................................

31. 14 Choice of Law...............................................................................

31. 15 Signs.............................................................................................

31. 16 Landlord' s Consent.......................................................................

31. 17 Presumptions...............................................................................

31. 18 Exhibits ....... ......... —... ....... ............................................................

31. 19 Submission of Lease.....................................................................

31. 20 Meaning of Terms........................................................................

31. 21 Notices.........................................................................................

31. 22 Lease Guaranty ............................................................................

32. ADA and CASA Disclosure Information.......................................................... 28 29
29 29
29 30
30 30
30 30
30 30
30 30
30 31
31 33. Acknowledgement Release and Waiver....................................................................................................... 32 List of Exhibits
Exhibit " A" Premises Floor and Site Plans
Exhibit `B" Lease Confirmation
Exhibit " C" Rules and Regulations
Exhibit " D" Parking Fee Schedulc
Exhibit " E" Guaranty
Exhibit " F" Initial Leasehold Improvements
Exhibit " G" Memorandum ofLease

OFFICE LEASE

1. Parties
This Office Lease Agreement (" Lease") is made and entered into by and between the City of Redondo Beach, a Chartered Municipal Corporation (" Landlord" or " City"), and Shaw Koepke Satter, LLP ("Tenant") as of July 20, 2021.

2. Summary of Basic Terms: As used in this Lease, the following terms shall have the meanings set forth below, subject to the qualifications, adjustments and exceptions set forth elsewhere in this Lease. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail.
a) Premises: The space located at 105 W. Torrance Blvd., suite 106, Redondo Beach, CA 90277 consisting of approximately 1005 rentable square feet. b) Buildine: The office buildings located at 103- 131 W. Torrance Blvd, Redondo Beach, CA 90277, including all plazas, lobbies, landscaped areas, office and commercial space. c) Land: The parcel( s) of land upon which the Building is located, including common areas. Land is herein sometimes referred to as the " Real Property". d) Permitted Use: General office related to Tenant' s business as registered United States Attorneys and for no other use. This is contingent on Tenant procuring the proper licenses, permits and authorizations from the appropriate government agencies. e) Lease Term: 2 years. Landlord shall have the option to terminate the lease upon 12 months' prior written notice. The Tenant shall have the option to terminate the lease 12 months after the Commencement Date and upon 60 days prior written notice. f) Commencement Date: July 20, 2021.
g) Expiration Date: July 12, 2023; subject to the parties' right to terminate upon written notice or relocation as described in subsection ( h).
h) Richt to Terminate: Notwithstanding any other provision of this Lease, Landlord shall have the right to terminate this Lease, upon 12 -month prior written notice of the early termination date to Tenant. The Tenant shall have the option to terminate the lease 12 months after the Commencement Date and upon 60 days prior written notice. 1) Monthly Rent: $ 2, 261. 25 Approximately $2. 25 per square foot Base Rent shall increase by three percent ( 3%) on the first anniversary of the Commencement Date and annually thereafter. 15000/ holdover rent.
j) Rentable Area of Premises: Approximately 1005 gross square feet. k) Parking: Parking shall be at such rates and terms set by Landlord from time to time in accordance with Article 28 and Exhibit "D".

I) Operating Expense Base Year: 2021. See Section 8 of the Lease for definitions. m) Tenant' s Share of Operating Expenses: 1. 49% per Article 8 of this Lease. n) Tenant Improvements: As -Is.
o) Security Deposit: $ 2,261. 25
p) Tenant' s Guarantor:. isim* MFW
4 l
q) Landlord' s Address for Notices: 107 W. Torrance Blvd, Suite # 200, Redondo ? h, CA 90277, Attn: Property Manager
r) Tenant' s Addresses for Notices: 105 W. Torrance Blvd., Suite 106, Redondo Beach, CA 90277, Atm:
s) Tenant' s Affiliates: All affiliates, directors, officers, shareholders, partners, agents, employees, invitees, customers, successors and assigns of Tenant. t) Landlord' s Affiliates: All officers, employees, elected and appointed officials, volunteers, invitees, successors, and assigns of the City. u) Liabilities: All losses, damages, expenses, claims, demands, causes of action, lawsuits whether at law, equity, or both), proceedings, injuries, liabilities, judgments, and costs ( including, but not limited to, attorneys' fees and costs, and expert witness fees), and penalties, and liens of every nature ( whether or not suit is commenced orjudgment entered). v) Landlord' s Broker: BC Urban.
w) Tenant' s Broker: N/ A

3. Demise and Term. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord, subject to all of the terms, covenants and conditions in this Lease. The Premises are leased for the Lease Term, which, subject to Article 4 below, shall commence on the Commencement Date and shall expire on the Expiration Date, unless sooner terminated pursuant to Landlord' s Right to Terminate or otherwise under the provisions of this Lease.

4. Possession.

4. 1 Delivery of Possession. The Premises shall be delivered to Tenant in its current AS -IS" condition with exception to items in Exhibit " F", if applicable. if Landlord cannot deliver possession of the Premises to Tenant by the Commencement Date this Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting from such delay.

Notwithstanding anything to the contrary contained herein, Landlord will not be obligated to deliver possession of the Premises to Tenant until Landlord has received from Tenant all of the following: ( i) a copy of this Lease fully executed by Tenant and the guaranty of Tenant' s obligations under this Lease, if any, executed by the Guamntr r(s); ( ii) the Security Deposit, if any, and the first installment of Monthly Basic Rent; and ( iii) copies of policies of insurance or certificates thereof as required under Article 15 of this Lease.

4. 2 Delays Caused by Tenant. Notwithstanding anything to the contrary in Article 4. 1, if Landlord' s failure to deliver possession of the Premises results from Tenant and/ or Tenant' s Affiliates' acts or omissions ( including delays caused by Tenant' s failure to supply the items referred to in Article 4. 1), then the Commencement Date shall be the date stated in Article 2( f) of this Lease notwithstanding the Tenant and/or Tenant' s Affiliates' delay. In no event shall the Lease Term be extended by any such delay. Tenant shall owe the amount of the Monthly Rent and Additional Rent from the Commencement Date,

5. Condition of Premises.

5. 1 Condition of Premises. Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises, Building, and their suitability for Tenant' s purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises, the Building, or the suitability of same for Tenant' s purposes. Tenant acknowledges that neither Landlord nor Landlord' s Affiliates has made any representations or warranty with respect to the Premises, the Building, their condition, or with respect to the suitability for Tenant's business. Tenant hereby agrees that the Premises shall be taken " AS -IS", " with all faults" and Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, unless provided in Article 11 below. Tenant, at its sole expense, shall keep the Premises and every part thereof in good condition and repair and shall, upon the expiration or sooner termination of the Lease Term, surrender the Premises to Landlord in good condition.

6. Rent.

6. 1 Monthly Rent. Tenant shall pay to Landlord as rent for the Premises the Monthly Rent as set forth in Article 2( i). The Monthly Rent shall be payable in advance on or before the first day of the first full calendar month of the Lease Term and on or before the first day of each successive calendar month thereafter during the Lease Term, except that the Monthly Rent for the first full calendar month ofthe Lease term and any prorated term shall be paid upon the execution of this Lease. The Monthly Rent for any period during the Lease Term which is for less than one 1) month shall be prorated based on a thirty (30) -day month. The Monthly Rent and all other rent hereunder shall be paid without prior notice or demand, without deduction or offset in lawful money of the United States of America which shall be legal tender at the time of payment, at the office of the Building or to another person or at another place as Landlord may from time to time designate in writing.

6.2 Additional Rent. The term " Additional Rent" means all other amounts payable by Tenant under this Lease ( whether or not designated as Additional Rent), including without limitation Operating Expenses, taxes, insurance and repairs. The term `Rent" shall mean Monthly Rent and Additional Rent. Landlord shall he entitled to exercise the same rights and remedies upon default in the Additional Rent payments as Landlord is entitled to exercise with respect to defaults in Monthly Rent payments.

7. Security Deposit. If required, upon the execution of this Lease, Tenant shall deposit the Security Deposit with Landlord as set forth in Article 2( 0) above. The Security Deposit shall be held by Landlord as security for the performance of all of Tenant's obligations during the Lease Term. Upon any default by Tenant under this Lease, Landlord may, but shall not be obligated to, use, apply or retain all or any part of the Security Deposit for the payment of any Rent in default, or any other Liabilities which Landlord may incur as a result of or in connection with Tenant' s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within five ( 5) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its previous amount. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to receive interest on the Security Deposit. If Tenant complies with all of the provisions of this Lease and is not then in default hereunder, the unused portion of the Security Deposit shall be returned to Tenant within thirty (30) days after the expiration or sooner termination ofthe Lease Term and surrender of the Premises to Landlord in the condition required hereunder.

8. Operating Expenses.

8. 1 Definitions. As used in this Lease, the following terms have the meanings set forth below:
a) Comparison Yea : Each calendar year after the Base Year, all or any portion of which falls within the Lease Term.
b) Operating Expenses: All costs and expenses of operating, maintaining and repairing the common areas, Building and the Land, including, but not limited to: water and sewer charges; insurance premiums for all insurance politics deemed necessary by Landlord; deductible amounts under insurance policies; janitorial services; wages of Landlord' s employees engaged in the operation, maintenance or repair of the Building or the Land, including all customary employee benefits, Worker's Compensation and payroll taxes; reasonable management fees or, if no managing agent is retained for the Building, a reasonable sum in lieu thereofwhich is not in excess of the prevailing rate for management services charged by professional management companies for the operation of similar buildings; legal, accounting and other consulting fees; the cost of air conditioning, heating, ventilation, plumbing, electricity, water, sewer and other services and utilities serving common areas; elevator maintenance; capital improvements and replacements to all or any portion of the Building and the Land made after completion of the Building, appropriately amortized over the useful life of such improvements; all costs and expenses incurred by Landlord and interest on any funds borrowed to pay the cost of any capital improvements as a result of or in order to comply with any Laws, including, but not limited to, Laws pertaining to energy, natural resources conservation, safety, environmental protection; supplies, materials, equipment and tools; and maintenance and repair of all common areas. Operating Expenses do not include the depreciation on the existing Building and improvements, loan payments, executive salaries, real property and other taxes ( see article 26 or real estate broker's commission.

8. 2 Payment for Increases in Operating Expenses. The following shall be deemed increases in Operating Expenses.
a) Increase from Base Year. Ifthe Operating Expenses paid or incurred by Landlord in any Comparison Year increase over the Operating Expenses paid or incurred for the Base Year, Tenant shall pay, as Additional Rent, commencing on the Commencement Date of this Lease, Tenant' s Share of the increase in the manner set forth in this Article. b) Property at Less Than 95% Capacity. If, during any period in a Comparison Year, less than ninety-five percent ( 95%) of the Building is rented the Operating Expenses for that Comparison Year shall be adjusted to what the Operating Expenses would have been if ninety-five percent ( 95%) of the Building had been rented throughout that Comparison Year. c) Prorated Operating Expenses. Tenant's Share of increases in Operating Expenses shall be prorated for any partial Comparison Year which falls within the Lease Term.

8. 3 Manner of Payment. Landlord shall deliver to Tenant a statement showing Landlord's reasonable estimate of the Operating Expenses for each Comparison Year and the amount of Tenant' s Share of any increase in Operating Expenses based on such estimate.

Commencing as of the first day of each Comparison Year, Tenant shall pay to Landlord, at the times and in the manner provided herein for the payment of Monthly Rent, the monthly portion( s) of Tenant's Share of any increases as shown by Landlord's statement. If Landlord's statement is furnished atter January Ic of a Comparison Year, then on or before the first day of the first calendar month following Tenant's receipt of Landlord's statement, in addition to the monthly installment of Tenant's Share of any increases due on that date, Tenant shall pay the amount ofTenant' s Share of any increases for each calendar month or fraction thereof that has already elapsed in such Comparison Year.

8. 4 Final Statement. After the end of each Comparison Year ( including the Comparison Year in which the Lease Term terminates), Landlord shall deliver to Tenant a reasonably detailed final statement of the actual Operating Expenses for such Comparison Year.

Within ten ( 10) days of delivery of each final statement, Tenant shall pay Landlord the amount due for Tenant' s Share of any increases in the Operating Expenses. Tenant shall have Sixty ( 60) days after delivery of Landlord's final statement to object in writing to the accuracy of the statement. IfTenant does not object within such Sixty ( 60)- day period, Landlord' s final statement shall be conclusive and binding on Tenant. Objections by Tenant shall not excuse or abate Tenant's obligation to make the payments required under this Article pending the resolution of Tenant's objection. Any credit due Tenant for overpayment of Tenant's Share of any increases in the Operating Expenses shall be credited against the installments of Monthly Rent next coming due.

However, overpayments for the Comparison Year in which the Lease Term terminates shall be refunded to Tenant within Sixty (60) days after the expiration of the Lease Term.

9. Use of Premises.

9. 1 Permitted Use. Tenant shall use the Premises only for the Permitted Use set forth in Article 2( d) ( the " Permitted Use") and for no other use or purpose, unless first approved in writing by Landlord, which approval Landlord may withhold in its sole discretion.

9. 2 Restrictions on Use. Tenant agrees that it shall not cause or permit any ofthe following in or about the Premises
a) Increase the existing rate of, cause the cancellation of or otherwise adversely affect any casualty or other insurance for the Building or any part thereof or any of its contents; b) Impair the proper and economic maintenance, operation and repair of the Building or any portion thereof;
c) Obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them;
d) Cause any nuisance in or about the Premises or the Building; e) Commit or allow any waste to be committed to the Premises or the Building.

Tenant shall not use or allow any part of the Premises to be used for the storage, manufacturing or sale of food or beverages, or for the manufacture or auction or merchandise of goods or property of any kind, or as a school or classroom, or for any unlawful or objectionable purpose.

9. 3 Prohibited Uses. Notwithstanding Articles 2( d) and 9, in no event shall the Premises be used for any exclusive use granted by Landlord to other tenants of the Premises prior to the date of this Lease, or any prohibited use in effect for the Premises prior to or subsequent to the date of this Lease.

10. Compliance with Laws.

10. 1 Compliance with Laws. Tenant shall not use the Premises or permit anything to be done in or about the Premises, the Building or the Land which will in any way conflict with any law, statute, ordinance, code, rule, regulation, requirement, license, permit, certificate, judgment, decree, order or direction of any governmental or quasi- govemmental authority, agency, department, board, panel or court now in force or which may hereafter be enacted or promulgated singularly and collectively "Laws"). Tenant shall also comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

Tenant shall, at its sole expense and cost, promptly comply with all Laws and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to or affecting the condition, use or occupancy of the Premises.

10. 2 Tenant shall not be required to make structural changes to the Premises unless they arise or are required because of or in connection with Tenant' s specific use of the Premises, or the type of business conducted by Tenant in the Premises, or Tenant's Alterations or Tenant's acts or omissions. Tenant shall obtain and maintain in effect during the Lease Term all licenses and permits required for the proper and lawful conduct of Tenant's business in the Premises, and shall at all times comply with such licenses and permits. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding ( whether Landlord is a party or not) that Tenant has violated any Laws shall be conclusive of that fact as between Landlord and Tenant.

10. 3 Nondiscrimination. Tenant hereby certifies and agrees that, in all matters affecting this Lease, it will comply with all applicable federal, State, and local laws and regulations prohibiting discrimination of any kind, including but not limited to, the Federal Civil Rights Act of 1964, Unruh Civil Rights Act, Cartwright Act, State Fair Employment Practices Act, and Americans with Disabilities Act.

10.4 Employment Records. All employment records shall be open for inspection and reinspection by Landlord at any reasonable time during the term of this Lease for the purpose of verifying the practice of nondiscrimination by Tenant in the areas heretofore described.

10. 5 Hazardous Materials.
a) Tenant shall not cause or permit any Hazardous Material(s) ( as defined in this Article) to be brought, kept or used in or about the Building by Tenant, Tenant' s Affiliates, contractors provided Tenant may use and store normal quantities of products used for office purposes ( such as toner, cleaning solvents or the like) as long as the same are used in compliance with applicable Laws. Tenant indemnifies Landlord and Landlord' s Affiliates from and against any breach by Tenant of the obligations stated in the preceding sentence, and agrees to defend and hold Landlord and Landlord' s Affiliates harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses ( including, without limitation, diminution in value of the Building, damages for the loss or restriction or use of rentable or usable space or of any amenity of the Building, damages wising from any adverse impact or marketing of space in the Building, and sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees) which arise or accrue during, or are attributable to, the term of this Lease as a result of such breach. This indemnification of Landlord and Landlord' s Affiliates by Tenant includes without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material( s) present in the soil or ground water on or under the Building. Without limiting the foregoing, if the presence of any Hazardous Material( s) on the Building caused or permitted by Tenant and/ or Tenant' s Affiliates results in any contamination of the Building, Tenant shall promptly take all actions at its sole expense as are necessary to return the Building to the condition existing prior to the introduction of any such Hazardous Material( s) and the contractors to be used by Tenant must be approved by the Landlord, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Building and so long as such actions do not materially interfere with the use and enjoyment ofthe Building by the other tenants thereof; provided however, Landlord shall also have the right, by notice to Tenant, to directly undertake such mitigation efforts with regard to Hazardous Material(s) in or about the Building due to Tenant' s breach of its obligations pursuant to this Section, and to charge Tenant, as Additional Rent, for the costs thereof.
b) Landlord covenants and agrees that in the event any unlawful levels of Hazardous Material( s) exist or are introduced in, on or about the Building, due to other than the actions or inaction of Tenant or Tenant's Affiliates, assignees, sublessees, licensees, or contractors, and any such Hazardous Material( s) are reasonably potentially injurious to Tenant' s health, safety or welfare, or if any such unlawful levels of Hazardous Material( s) substantially interfere with Tenant's use ofthe Premises, Landlord shall, ifrequired by applicable Laws, diligently commence to remove, restore, remediate or otherwise abate such Hazardous Material( s) in compliance with all Laws pertaining to Hazardous Material(s).
c) It shall not be unreasonable for Landlord to withhold its consent to any proposed transfer under Article 17 if (i) the proposed transferee' s anticipated use of the Premises involves the generation, storage, use, treatment, or disposal of Hazardous Material( s); ( ii) the proposed transferee has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material( s) contaminating a property if the contamination resulted from such transferee' s actions or use ofthe Property in question; or (iii) the proposed transferee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal, or storage of a Hazardous Material( s). d) As used herein, the term " Hazardous Material(s)" mean any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term " Hazardous Material( s)" include, without limitation, any material or substance which is ( i) defined as " Hazardous Waste," Extremely Hazardous Waste," or " Restricted Hazardous Waste" under Sections 25115, 25117 or 25 t22. 7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6. 5 ( Hazardous Waste Control Law), ( ii) defined as a " Hazardous Substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter

6.8 ( Carpenter -Presley -Tanner Hazardous Substance Account Act), (iii) defined as a " Hazardous Material," " Hazardous Substance," or " Hazardous Waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6. 95 ( Hazardous Materials Release Response Plans and Inventory), ( iv) defined as " Hazardous Substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6. 7 ( Underground Storage of Hazardous Substances), ( v) petroleum, ( vi) asbestos, ( vii) regulated by Section 26100 et seq. of the California Health and Safety Code, Division 20, Chapter IS ( Toxic Mold Protection Act of 2001), ( viii) listed under Article 9 or defined as Hazardous or extremely hazardous pursuant to Article I1 of Title 22 of the California Administrative Code, Division 4, Chapter 20, ( ix) designated as a " Hazardous Substance" pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S. C. § 1317), or ( x) defined as a " Hazardous Waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U.S. C. § 6901 et seq. ( 42 U. S. C. § 6903), ( xi) defined as a " Hazardous Substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U. S. C. § 9601 et seq. ( 42 U.S. C. § 9601).
e) As used herein, the term " Laws" mean any applicable federal, state or local laws, ordinances, or regulation relating to any Hazardous Material affecting the Building, including, without limitation, the laws, ordinances, and regulations referred to in Article 10. 4 ( d) above.

11. Alterations and Additions.

11. 1 Landlord' s Consent.
a) Tenant shall not make or permit to be made any alterations, additions or improvements ( singularly and collectively " Alterations") to the Building or the Premises or any part thereof without the prior written consent of Landlord in each instance. b) Landlord will not unreasonably withhold its consent to any Alterations provided and upon the condition that all of the following conditions shall be satisfied: ( i) the Alterations do not affect the outside appearance of the Building; (ii) the Alterations are nonstructural and do not impair the strength ofthe Building or any part thereof; (iii) the Alterations are to the interior of the Premises and do not affect any part of the Building outside ofthe Premises; ( iv) the Alterations do not affect the proper functioning of the heating, ventilating and air conditioning (" HVAC"), mechanical, electrical, sanitary or other utilities, systems and services of the Building, or increase the usage thereof by Tenant; ( v) Landlord shall have approved the final plans and specifications for the Alterations and all contractors who will perform them; ( vi) Tenant pays to Landlord (A) a fee in connection with the Alterations equal to five percent ( 5%) of the estimated cost of the work and the fee is sufficient to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord' s involvement with such work. and ( B) the reasonable costs and expenses actually incurred by Landlord in reviewing Tenant's plans and specifications and inspecting the Alterations to determine whether they are being performed in accordance with the approved plans and specifications and in compliance with Laws, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose; ( vii) before proceeding with any Alteration which will cost more than $ L0, 000 ( exclusive of the costs of items constituting Tenant's Property, as defined in Article 11. 2), Tenant obtains and delivers to Landlord, at Landlord's option, either: ( C) a performance bond and a labor and materials payment bond for the benefit of Landlord, issued by a corporate surety licensed to do business in California, each in an amount equal to one hundred twenty five percent ( 125%) of the estimated cost ofthe Alterations and in form satisfactory to Landlord, or ( D) such other security as shall be reasonably satisfactory to Landlord. Unless all of the foregoing conditions are satisfied, Landlord shall have the right to withhold its consent to the Alterations in Landlord's sole and absolute discretion. c) Not less than twenty ( 20) days nor more than thirty ( 30) days prior to commencement of any Alterations, Tenant shall notify Landlord of the work commencement date so that Landlord may post notices ofnon -responsibility about the Premises. All Alterations must comply with all Laws, the other terms of this Lease, and the final plans and specifications approved by Landlord, and Tenant shall fully and promptly comply with and observe the rules and regulations of Landlord then in force with respect to the making ofAlterations. Landlord' s review and approval of Tenant's plans and specifications are solely for Landlord' s benefit. Landlord shall have no duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the safety, adequacy, correctness, efficiency or compliance with Laws of the design of the Alterations, the plans and specifications therefore, or any other matter regarding the Alterations.

11. 2 Ownership and Surrender of Alterations. Upon their installation, all Alterations, including, but not limited to, wall covering, paneling and built-in cabinetry, but excluding movable furniture, trade fixtures and office equipment (" Tenant' s Property"), shall become a part of the realty and belong to Landlord and shall be surrendered with the Premises. IIowever, upon the expiration or sooner termination of the Lease Term, Tenant shall, upon written demand by Landlord, at Tenant's expense, immediately remove any Alterations made by Tenant which are designated by Landlord to be removed and repair any damage to the Premises caused by such removal.

11. 3 Liens. Tenant shall pay when due all claims for labor, materials and services famished by or at the request of Tenant or Tenant's Affiliates. Tenant shall keep the Premises, the Building and the Land free from all liens, security interests and encumbrances (including, without limitation, all mechanic' s liens and stop notices) created as a result ofor arising in connection with the Alterations or any other labor, services or materials provided for or at the request of Tenant or Tenant' s Affiliates, or any other act or omission of Tenant or Tenant's Affiliates, or persons claiming through or under them. ( Such liens, security interests and encumbrances singularly and collectively are herein called " Liens.") Tenant shall not use materials in connection with the Alterations that are subject to any Liens. Tenant shall indemnify Landlord and Landlord's Affiliates for, and hold Landlord and Landlord's Affiliates harmless from and against: ( a) all Liens; b) the removal of all Liens and any actions or proceedings related thereto; and ( c) all Liabilities incurred by Landlord or Landlord' s Affiliates in connection with the foregoing. If Tenant fails to keep the Premises, the Building and the Land free from Liens, then, in addition to any other rights and remedies available to Landlord, Landlord may immediately take any action necessary to discharge such Liens, including, but not limited to, payment to the claimant on whose behalf the Lien was filed, without any duty to investigate the validity thereof, and all sums, costs and expenses, including reasonable attorneys' fees and costs, incurred by Landlord in connection with such lien shall be deemed Additional Rent under this Lease and shall immediately be due and payable by Tenant. Tenant shall indemnify Landlord and Landlord' s Affiliates for, and hold Landlord and Landlord' s Affiliates harmless from and against, all Liabilities so incurred by Landlord, without regard to any defense or offset that Tenant may have had against the claimant.

Neither Landlord' s curative action nor the reimbursement of Landlord by Tenant shall cure Tenant' s default in failing to keep the Premises, the Building and the Land free from Liens.

11. 4 Additional Requirements. Alterations shall comply with all Laws. Tenant, at its sole expense, shall obtain and provide to Landlord all necessary permits and certificates for the commencement and performance of Alterations and for final approval thereof upon completion, and shall cause the Alterations to be performed in compliance therewith and with all applicable insurance requirements, and in a good, first- class and workmanlike manner. Landlord shall have 10 all rights to review and approve or disapprove all required submittals in accordance with the Laws, and nothing set forth in this Lease shall be construed as the Landlord' s approval of any or all of the applications or plans for the Alterations. Tenant, at its sole expense, shall diligently cause the cancellation or discharge of all notices of violation arising from or otherwise connected with Alterations, or any other work, labor, services or materials done for or supplied to Tenant or Tenant's Affiliates, or by any person claiming through or under Tenant or Tenant's Affiliates.

Alterations shall be performed so as not to interfere with any other tenant in the Building, cause labor disharmony therein, or delay or impose any additional expense on Landlord in the construction, maintenance, repair or operation of the Building. Throughout the performance of the Alterations, Tenant, at its expense, shall carry, or cause to be carried the Workers' Compensation insurance described in Article 15. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of the Alterations and, upon request, at reasonable intervals thereafter until completion of the Alterations.

11. 5 Compliance with Applicable Prevailing Wave Requirements.

Landlord intends to contribute an amount not to exceed $2, 500 toward the standard paint and building standard carpet installation TI project. Landlord and Tenant acknowledge that this particular TI project is a public work to which prevailing wages apply. Landlord acknowledges that this particular TI work is a " public work," and the following requirements apply to this TI work:

To the maximum extent permitted by law, Tenant shall defend ( at Tenant' s expense with counsel reasonably acceptable to the Landlord), indemnify and hold harmless the Landlord and its officers, employees, elected or appointed officials, volunteers, contractors and agents from and against any and all loss, demand, liability, damage, claim, cost, expense and/ or " increased costs" including reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) which, in connection with the construction of the Alterations, including, without limitation, any and all public works ( as defined by applicable law), results or arises in any way from any of the following: ( 1) the noncompliance by Tenant or any of his subcontractors of any applicable local, state and/ or federal law, including, without limitation, any applicable federal and/ or state labor laws ( including, without limitation, if applicable, the requirement to pay state prevailing wages); 2) the implementation of Section 1781 of the Labor Code, as the same may be amended from time to time, or any other similar law; and/ or ( 3) failure by Tenant or any of his subcontractors to provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the parties that, in connection with the construction of the Alterations, including, without limitation, any and all public works ( as defined by applicable law). Tenant shall bear all risks of his and his subcontractors' payment or non-payment of prevailing wages under California law and the implementation of Labor Code Section 1781, as the same may be amended from time to time, and any other similar law. " Increased costs," as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination ofthis Lease.

12. Repairs.
11 12. l Condition of Premises. As provided in Article 5, the Premises shall be delivered to Tenant in an " AS IS" and " ALL FAULTS" condition and Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof either prior to or during the Lease Term except to the extent expressly provided in Section 12. 3 below. By accepting possession of the Premises, Tenant shall be deemed to have acknowledged that the Premises are suitable for its purposes and in good condition and repair. Subject to Section

12. 2, Tenant, at its expense, shall keep the Premises and every part thereof in good condition and repair and shall, upon the expiration or sooner termination of the Lease Term, surrender the Premises to Landlord and in good condition and repair. Tenant acknowledges and agrees that it has inspected, or prior to the Commencement Date will inspect, the Premises and that Tenant is not relying on any representations or warranties made by Landlord or Landlord's Affiliates regarding the Premises, the Building, or the Land except as may be expressly set forth herein.

12. 2 Landlord' s Obligation to Repair. Subject to Article 16, Landlord shall repair and maintain the common areas and the structural portions ofthe Building, including, but not limited to, the structural portions of the roof, the foundations, exterior load-bearing walls, and the basic HVAC, mechanical, electrical and plumbing systems installed by Landlord in the Building.

However, if the repair or maintenance is caused in whole or in part by the act, neglect, fault or omission of Tenant or Tenant's Affiliates, or by Tenant's Alterations, Tenant immediately shall pay for such repair or maintenance as Additional Rent within fifteen ( 15) days of Tenant' s receipt of invoice. Tenant shall indemnify Landlord for and hold Landlord and Landlord' s Affiliates harmless from and against all other Liabilities incurred by Landlord and Landlord' s Affiliates in connection therewith. Landlord shall have a reasonable time after written notice from Tenant to perform necessary repairs or maintenance. Tenant waives all rights granted under Law to make repairs at Landlord's expense.

13. Services and Utilities.

13. 1 Landlord's Services. Subject to the rules and regulations ofthe Building, Landlord shall furnish the required water, plumbing, electrical and HVAC required in Landlord's judgment for the comfortable use and occupancy of the Premises, and janitorial services, as hereinafter provided. Landlord shall also maintain the common stairs, entries and rest rooms in the Building lighted. If Landlord shall determine, in the exercise of Landlord' s sole but good faith discretion, that the Tenant' s use ofthe utilities is in excess of that normally used by a tenant occupying similar space, then Tenant shall pay Landlord upon demand, as Additional Rent hereunder, the cost of such excess utility usage in addition to any other Rent or charge due from Tenant under this Lease.

13. 2 Utility Charges.
a) Tenant shall be solely responsible for obtaining and shall promptly pay directly to the utility supplier all fees, deposits and charges including use and/or connection fees, hookup fees, standby fees and/ or penalties for discontinued or interrupted service, and the like, for electricity, gas and water used in or upon or furnished to the Premises, irrespective of whether any of the foregoing are initially paid or advanced by Landlord, or otherwise. If electricity, gas or water service is billed to Landlord and is not specifically metered to the Premises, the amount thereof shall be equitably prorated by Landlord and Tenant shall pay to Landlord within ten ( 10) 12 days after Landlord' s demand, as Additional Rent hereunder, an amount equal to that proportion of the total charges therefore which the number of square feet of gross floor area in the Premises bears to the total number of square feet of gross floor area covered by such combined charges.

Additionally, if the Premises are not separately metered, Landlord shall have the right to install separate meters. Since the Premises are not separately metered, Tenant shall pay the above described utilities as part of the base year component of the modified gross rent. b) In no event shall Landlord be liable for damages or otherwise for any interruption, reduction, disruption, curtailment or failure in the supply, quality or character of electricity, centrally conditioned cold air or any other utility or other service, or if either the quantity, quality or character thereof supplied to or by Landlord is changed or is no longer available or suitable for Tenant' s requirements, nor shall any such interruption, reduction, disruption, curtailment, failure or change in quantity, quality or character constitute or be deemed to constitute constructive eviction of Tenant, or excuse or relieve Tenant from its obligations pursuant to this Lease.

13. 3 Janitorial Services. The janitorial services to be provided by Landlord to Tenant shall be provided five ( 5) days a week, Monday through Friday ( except for nationally and locally recognized holidays). Janitorial services shall be those customarily furnished for similar buildings in the general vicinity of the Building.

13.4 Hours of Operation. HVAC for the Premises shall be provided five (5) days a week, Monday through Friday, from 7: 00 a. m. to 6: 00 p. m. and Saturdays from 9: 00 a. m. to 1: 00 p.m. excluding nationally and locally recognized holidays). Tenant shall not be entitled to any abatement of Rent or have any right to terminate this Lease in the event Landlord is unable to provide the services set forth herein.

13. 5 Extra Hours. If during any hours or any days other than those specified in Article

13. 4, Tenant desires to have any services or utilities supplied to the Premises which are not separately metered, and provided Landlord receives reasonable advance notice thereof, and if Landlord is able to provide the same, Tenant shall pay Landlord such charge as Landlord shall establish from time to time for providing such services and utilities, at a cost currently estimated at $ 35. 00 per hour, which are not separately metered to the Premises. Any such charges which Tenant is obligated to pay shall be deemed to be Additional Rent hereunder.

14. Entry by Landlord. Landlord shall have the right to enter the Premises during regular business hours in order to: inspect the Premises; post notices of non -responsibility; show the Premises to prospective purchasers, lenders or tenants; perform its obligations and exercise its rights hereunder, and make repairs, improvements, alterations or additions to the Premises or the Building or any portion thereof as Landlord deems necessary or desirable and to do all things necessary in connection therewith, including, but not limited to, erecting scaffolding and other necessary structures. Landlord shall retain (or be given by Tenant) keys to unlock all of the doors to or within the Premises, excluding doors to Tenant's vaults and files. Landlord shall have the right to use any and all means necessary to obtain entry to the Premises in an emergency.

Landlord's entry to the Premises shall not, under any circumstances, be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof.
13 15. Tenant' s Insurance

15. 1 Property Insurance. At all times during the Lease Term, Tenant, at its expense, shall maintain in effect policies of casualty insurance covering: ( a) all alterations made by Tenant and all leasehold improvements; and ( b) all of Tenant's Property and other Personal Property from time to time in, on or about the Premises, in an amount not less than their full replacement cost without deduction for depreciation) from time to time during the term of this Lease. Such policies shall provide for protection against any perils normally included within the classification of "All Risks", and shall cover demolition and changes in Laws. Such insurance shall contain an endorsement naming the Landlord and Landlord' s Mortgagee as loss payee and an endorsement waiving the insurer' s right to subrogate against the Landlord or Landlord' s Mortgagee.

15. 2 Commercial General Liability Insurance. At all times during the Lease Term, Tenant, at its sole expense, shall maintain Commercial General Liability Insurance with respect to the ownership, maintenance, use, operation and condition of the Premises and the business conducted therein. Such insurance shall at all times have limits of not less than One Million Dollars ($ 1, 000, 000.00) per occurrence and Two Million Dollars ($2, 000,000. 00) in the aggregate.

At Landlord's request, these limits shall be increased from time to time during the Lease Term to such higher limits as Landlord or its insurance consultant believe are necessary to protect Landlord.

Such insurance shall be primary and not contribute with any self-insurance or insurance maintained by the Landlord or Landlord' s Mortgagee, and shall contain an endorsement naming Landlord and Landlord' s Mortgagee, their elected and appointed officials and employees as additional insureds.

15. 3 Workers' Compensation Insurance. At all times during the Lease Term, Tenant shall maintain Workers' Compensation insurance as required by California law and Employer' s Liability insurance with limits not less than Sl million ($1, 000,000) each accident. Such insurance shalt contain an endorsement waiving the insurer' s right to subrogate against the Landlord, the Landlord' s Mortgagee or their elected or appointed officials and employees.

15. 4 Policy Requirements. All insurance required to be carried by Tenant hereunder shall be issued by insurers with a current A. M. Best' s rating of no less that A -VII and qualified to do business in the State of California, approved by Landlord and, if required, by Landlord' s Mortgagee. Copies of all certificates and required endorsements shall be delivered to Landlord at least ten ( 10) days prior to Tenant's occupancy of the Premises. Each policy shall provide that it may not be canceled except after thirty (30) days' prior written notice to Landlord and Landlord's Mortgagee. Tenant shall furnish Landlord with renewal certificates or binders of each policy evidencing compliance with those requirements at ]cast thirty (30) days prior to expiration. Tenant shall have the right to provide insurance coverage pursuant to blanket policies obtained by Tenant if the blanket politics expressly afford coverage as required by this Lease.

15. 5 Tenant' s Failure to Deliver Politics. Upon Landlord' s request, Tenant shall deliver certified copies ofall required insurance policies to the Landlord. IfTenant fails to deliver required certificates of insurance, required endorsements or requested copies of the insurance policies within the time required pursuant to Article 15. 4, Landlord may, but shall not be obligated to, obtain the required insurance, and the cost thereof, shall be payable by Tenant to Landlord on 14 demand. Nothing in this Article shall be deemed to be a waiver of any rights or remedies available to Landlord under this Lease or at law or in equity ifTenant fails to obtain and deliver the required insurance policies and evidence of payment.

16. Damase or Destruction; Eminent Domain.

16. 1 Landlord's Restoration. If the Building or the Premises are partially damaged or totally destroyed by fire or other casualty, Tenant shall assign to Landlord ( or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant' s insurance carried under Article 15 of this Lease. Upon Landlord' s receipt of notice of the damage or destruction and substantially all of the insurance proceeds receivable, Landlord shall repair the damage and restore or rebuild the Building or the Premises ( except for Tenant' s Property and leasehold improvements which are above the standard of the Building). However, Landlord shall not be required to spend amounts in excess of the insurance proceeds actually received for such repair, restoration or rebuilding. Subject to Article 22, Landlord shall attempt to make any required repairs or restoration promptly and so as not to interfere unreasonably with Tenant's use and occupancy of the Premises, but Landlord shall not be obligated to perform such work on an overtime or premium -pay basis.

16. 2 Rent Abatement. Subject to Article 16.3, if, in Landlord's reasonable judgment, all or part ofthe Premises are rendered completely or partially untenantable on account of fire or other casualty, the Monthly Rent shall be abated (to the extent of landlord's rental loss insurance carried hereunder) in the proportion that the rentable area of the untenantable portion of the Premises bears to the total Arca of the Premises. Such abatement shall commence on the date of the damage or destruction and shall continue until the Premises have been substantially repaired and Tenant has reasonable access to the Premises. However, if Tenant reoccupies the damaged portion of the Premises prior to the date that the Premises are substantially repaired, the Monthly Rent allocable to the reoccupied portion shall be payable by Tenant from the date of such occupancy in the proportion that the rentable area of the reoccupied portion of the Premises bears to the total Area ofthe Premises.

16. 3 Exception to Abatement. Notwithstanding Article 16.2, if the damage is due to the fault or neglect of, including, without limitation, Tenant, Tenant' s Affiliates, contractors, and guests, or Landlord is unable to collect all of the insurance proceeds ( including, without limitation, rent insurance proceeds) for damage or destruction of the Premises or the Building, there shall be no abatement of Monthly Rent to Landlord ( or any Landlord' s Mortgagee). Provided Tenant is able to reoccupy the damaged portion of the Premises under applicable Laws and reoccupies the damaged portion of the Premises prior to the date that the Premises are substantially repaired, the Monthly Rent allocable to the reoccupied portion shall be payable by Tenant from the date of such occupancy. Landlord' s collection of Monthly Rent shall not preclude Landlord from seeking damages from Tenant or exercising any other rights and remedies it under this Lease or at law or in equity.

16.4 Election to Terminate. Landlord or Tenant may terminate this Lease upon written notice to the other parry if. (a) the Building or the Premises are substantially or totally destroyed or, in Landlord's sole judgment, rendered untenantable by fire or other casualty or any other cause; 15 or (b) the Building is damaged or rendered untenantable ( whether or not the Premises are damaged or destroyed or rendered untenantable) so that its repair or restoration requires the expenditure ( as estimated by a contractor or architect designated by Landlord) of more than twenty percent ( 20%) of the full insurable value of the Building immediately prior to the casualty; or ( c) less than two 2) years remains in the Lease Term at the time of the damage or destruction or events which render the Building or the Premises untenantable and the time necessary to repair or restore the Building or the Premises would exceed ninety (90) days ( as estimated by a contractor or architect designated by Landlord); or (d) Landlord would be required under Article 16. 2 to abate or reduce the Monthly Rent for a period in excess offour (4) months ifrepairs or restoration were undertaken.

If Landlord or Tenant elects to terminate this Lease, its notice oftermination shall be given within sixty (60) days after the date of the damage, destruction or events causing untenantability. Such notice shall include a termination date giving Tenant ninety (90) days to vacate the Premises.

16. 5 Eminent Domain. Landlord may terminate this Lease upon written notice to Tenant if twenty-five percent ( 25%) or more of either the Premises, the Building or the Land is condemned, taken or appropriated by any public or quasi -public authority ( collectively "Taking or Appropriation") under the power of eminent domain, police power or otherwise (or in the event of a sale in lieu thereof). Whether or not this Lease is so terminated, Landlord shall be entitled to any and all income, Rent, award, or interest thereon which may be paid or made in connection with the Taking or Appropriation, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. If Landlord elects to terminate this Lease, its notice of termination shall be given within sixty (60) days after the Taking or Appropriation. If such notice is not given or if Landlord notifies Tenant of Landlord' s election not to terminate, this Lease shall continue in full force and effect, except that the Monthly Rent shall be reduced in the proportion that the Premises which is taken bears to the total Area of the Premises. Nothing contained in this Article shall prevent Tenant from bringing a separate action or proceeding for compensation for any of Tenant's Property taken and Tenant' s moving expenses. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265. 130 of the California Code of Civil Procedure,

16. 6 Business Interruption. Landlord shall not incur any Liabilities of any type to Tenant, Tenant' s Affiliates, contractors, or guests arising from or in connection with any damage or destruction of the Premises, the Building or the Land, or any Taking or Appropriation thereof, or any repairs or restoration in connection therewith, nor shall Tenant have any right to terminate this Lease as a result thereof. However, in such event, Monthly Rent shall be abated if and to the extent that abatement is allowed pursuant to this Article.

16. 7 Waiver. To the extent permitted under law, Tenant waives the application of any Laws now or hereafter in effect which are contrary to the provisions of this Article in connection with any damage, destruction, Taking or Appropriation (or grant deed or other instrument in lieu) of all or any portion ofthe Premises, the Building, or the Land.

17. Assignment and Subletting.

17. 1 Landlord's Consent Required. Tenant shall not voluntarily, involuntarily or by operation of any Laws sell, convey, mortgage, assign, sublet or otherwise transfer or encumber collectively " Transfer") all or any part of Tenant' s interest in this Lease or the Premises without 16 Landlord's prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed except as otherwise provided in this Article, and any attempt to do so without this consent shall be null and void. IfTenant desires to Transfer its interest in this Lease to all or any part of the Premises, Tenant shall notify Landlord in writing. This notice shall state and/ or be accompanied by: ( a) the proposed effective date of the Transfer, which shall not be less than 45 days after the date of delivery of the notice, ( b) a description of the portion of the Premises to be transferred; ( c) a statement setting forth the name and business of the proposed Transferee; ( d) a copy of the proposed Transfer agreement (and any collateral agreements) setting forth all of the terms and the financial details of the Transfer ( including, without limitation, the term, the Rent and any security deposit, " key money", calculation of " Transfer Premium" as defined in Article 17. 5, and amounts payable for Tenant's Property and the common use of any personnel or equipment); ( e) current financial statements of the proposed Transferee certified by an independent certified public accountant and other information requested by Landlord relating to the proposed Transferee; and ( f) any other information concerning the proposed Transfer which Landlord may reasonably request. Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void, and of no effect, and constitute a default by Tenant under this Lease.

17. 2 Consent by Landlord. Tenant agrees that the withholding of Landlord' s consent shall be deemed reasonable if any of the following conditions are not satisfied:
a) The proposed Transferee shall use the Premises only for the Permitted Use, and the business of the proposed Transferee is consistent with the other uses and the standards of the Building, in Landlord' s reasonable judgment.
b) On the date consent is requested, the proposed Transferee is reputable and has a net worth not less than the net worth of Tenant on the execution of this Lease, has a credit rating reasonably acceptable to Landlord, and otherwise has sufficient financial capabilities to perform all of its obligations under this Lease or the proposed sublease, in Landlord' s reasonable judgment. c) Neither the proposed Transferee nor any person or entity that directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee is an occupant of any part of the Building or has negotiated for space in the Building within a six ( 6) month period prior to the delivery of Tenant' s written notice.
d) The proposed Transfer would not cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would not give an occupant ofthe Building a right to cancel its lease.
e) The terms of the proposed Transfer will not allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant, or occupy space leased by Tenant pursuant to any such right.
f) Tenant is not in default and has not committed acts or omissions which with the running of time or the giving of notice or both would constitute a default under this Lease. 17 g) Tenant has complied with the terms of this Article.

The conditions described above are not exclusive and shall not limit or prevent Landlord from considering additional factors in detennining if it should reasonably withhold its consent.

17. 3 Corporate and Partnership Transactions. IfTenant is a corporation, dissolution of the corporation or a transfer ( by one or more transactions) of a majority of the voting stock of Tenant shall be deemed to be Transfer of this Lease subject to the provisions of this Article.

However, these provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which substantially all of Tenant's stock or assets are transferred or which controls, is controlled by, or is under common control with, Tenant, if a principal purpose of the merger or transfer is not the assignment of this Lease and Tenant's successor has a net worth not less than the net worth of Tenant on the execution of this Lease.

Tenant shall cause reasonably satisfactory proof of such net worth to be delivered at least thirty 30) days prior to the effective date of the transaction. If Tenant is a partnership, a dissolution of the partnership ( including a " technical" dissolution) or a transfer of the partnership interests to one or more partners which reduces the net worth of the partners shall be deemed an assignment of this Lease subject to the provisions of this Article, regardless of whether the transfer is made by one or more transactions.

17. 4 No Release of Tenant. Notwithstanding the granting of Landlord's consent, no Transfer of this Lease or the Premises shall release or alter Tenant' s primary liability to pay Rent and perform all of its other obligations hereunder. The acceptance of Rent by Landlord from any person other than Tenant shall not be a waiver by Landlord of any provision hereof. Consent to one Transfer shall not be deemed to be consent to any subsequent Transfer. If any Transferee of Tenant defaults in the performance of any of the temis hereof, Landlord may proceed directly against Tenant without proceeding against or exhausting its remedies against the Transferee. After any Transfer, Landlord may consent to subsequent Transfers, or amendments to this Lease, without notifying Tenant or any other person, without obtaining consent thereto, and without relieving Tenant ofliability under this Lease.

17. 5 Transfer Premium. If Landlord consents to any Transfer, Tenant shall pay the following to Landlord as Additional Rent:
a) Tenant shall pay to Landlord 50% of any " Transfer Premium" as defined in this Article. Transfer Premium shall mean all Rent or other consideration payable by such Transferee in excess of the Monthly Rent and Additional Rent payable by Tenant under this Lease and/ or collateral agreements on a per rentable square foot basis if less than all of the Premises is transferred. Transfer Premium shall also include, but not be limited to, key money, and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess of fair market value for services rendered by Tenant to Transferee, or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The Monthly Rent used to calculate the Transfer Premium for a sublease shall be the Rent hereunder allocable to the subleased space for any period and shall be equal to the (Total Rent accruing during such period, multiplied by rentable area of the subleased space) i Total Area of the Premises. 18 b) This Transfer Premium shall be paid by Tenant to Landlord as and when received by Tenant or, at Landlord's option, on written notice to the Transferee, Landlord may collect all or any portion of this Transfer Premium directly from the Transferee. Landlord's acceptance or collection of this Additional Rent will not be deemed to be consent to any Transfer or a cure of any default under this Article or the rest ofthe Lease.

17. 6 Additional Terms. Within ten ( 10) days of written demand, Tenant shall pay the reasonable attorney' s fees and other costs and expenses of Landlord in connection with any request for Landlord's consent to any Transfer.
a) A sublease will be null and void unless it complies with the rest of this Lease and provides that: ( i) it is subject and subordinate to this Lease and that if there is any conflict or inconsistency between the sublease and this Lease, this Lease will prevail; ( ii) Landlord may enforce all the provisions of the sublease, including the collection of Rent; ( iii) it may not be modified without Landlord's prior written consent and that any modification without this consent shall be null and void; ( iv) if this Lease is terminated or Landlord re- enters or repossesses the Premises, Landlord may, at its option, take over all of Tenant' s right, title and interest as sublessor and, at Landlord's option, the subtenant shall attorn to Landlord, but Landlord shall not be ( x) liable for any previous act or omission of Tenant under the sublease, ( y) subject to any existing defense or offset against Tenant, or ( z) bound by any previous modification of the sublease made without Landlord' s prior written consent or by any prepayment of more than one month' s Rent; and ( v) it is ineffective until Landlord gives its written consent thereto. b) An assignment will be null and void unless it complies with the terms of this Lease and provides that: ( i) the assignee assumes all of Tenant's obligations under this Lease and agrees to be bound by all of the terms of this Lease, and ( ii) it is ineffective until Landlord gives its written consent thereto.
c) The sublease or assignment otherwise must exactly match the proposed sublease or assignment initially submitted by Tenant. A sublease or assignment will not be effective until a fully executed counterpart is delivered to Landlord and Landlord delivers its written consent thereto.
d) This Article is binding on and shall apply to any purchaser, mortgagee, pledgee, assignee, subtenant or other transferee or encumbrancer, at every level. e) Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee of Tenant claims that Landlord has unreasonably withheld or delayed its consent under this Article or otherwise has breached or acted unreasonably under this Article, their sole remedy shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant waives all other remedies on its own behalf and, to the extent permitted under all Laws, on behalf of Tenant's proposed Transferee.

18. Quiet Enioyment. So long as Tenant pays all Rent and performs all of its other obligations as required hereunder, Tenant shall during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof, 19 and the terms of any Superior Leases and Mortgages ( as defined in Article 19. 1), and all other agreements or matters of record or to which this Lease is subordinate without interference by any persons lawfully claiming by or through Landlord. The foregoing covenants are in lieu of any other covenant express or implied.

19. Morteaeee Protection.

19. 1 Subordination. Unless provided otherwise herein, this Lease is subject and subordinate to all present and future ground leases, lease -leaseback financing, underlying leases, mortgages, deeds of trust, or other encumbrances, renewals, modifications, consolidations, replacements, extensions thereof, or advances made thereunder, affecting all or any portion of the Premises, the Building, or the land ("Superior Leases and Mortgages"). However, in confirmation of such subordination, Tenant shall execute, acknowledge and deliver any instrument that Landlord or the lessor, mortgagee or beneficiary under any ofthe Superior Leases and Mortgages may request, within ten ( 10) days after request. ( Each ofthese lessors, mortgagees or beneficiaries is called a " Landlord' s Mortgagee.") However, if Landlord, Landlord' s Mortgagee or any other successor to Landlord elects in writing, this Lease shall be deemed superior to the Superior Leases and Mortgages specified, regardless ofthe date ofrecording, and Tenant will execute an agreement confirming this election on request. If Landlord's Mortgagee or its successor or any successor to Landlord succeeds to Landlord's interests under this Lease, whether voluntarily or involuntarily, Tenant shall attorn to such person and recognize such person as Landlord under this Lease. To the extent permitted under law, Tenant waives the provisions of any current or future statute, rule, or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

19. 2 Mortgagee' s Liability. The obligations and liabilities of each of Landlord or Landlord's Mortgagees, or their successors, under this Lease shall exist only if and for so long as each of these respective parties owns fee title to the Land and the Building or is the lessee under a ground lease therefore. No Monthly Rent or Additional Rent shall be paid more than thirty ( 30) days prior to the due date thereof and payments made in violation of this provision shall ( except to the extent that such payments are actually received by a Landlord's Mortgagee) be a nullity as against Landlord's Mortgagees or their successors and Tenant shall be liable for the amount of such payments to Landlord's Mortgagees or their successors.

19. 3 Mortgagee' s Right to Cure. No act or omission by Landlord which would entitle Tenant under the terms ofthis Lease or any Laws to be relieved of Tenant' s obligations hereunder, or to terminate this Lease, shall result in a release or termination of such obligations or this Lease unless: ( a) Tenant first shall have given written notice of Landlord's act or omission to Landlord and all Landlord' s Mortgagees whose names and addresses shall have been famished to Tenant:
and ( b) Landlord' s Mortgagees, after receipt of such notice, fail to correct or cure the act or omission within a reasonable time thereafter ( but in no event less than sixty (60) days). However, nothing contained in this Section shall impose any obligation on Landlord' s Mortgagees to correct or cure any act or omission.

20. Estoppel Certificates. Tenant shall from time to time, within ten ( 10) days after request by Landlord, execute and deliver to Landlord or any other person designated by Landlord an Estoppel certificate, in form satisfactory to Landlord, which certifies: ( a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, describes them); ( b) the expiration date ofthe Lease Term and that there are no agreements with Landlord to extend or renew the Lease Term or to permit any holding over (or ifthere are any such agreements, describes them and specifies the periods of extension or renewal); ( c) the date through which the Monthly Rent and Additional Rent have been paid; (d) that Landlord is not in default in the performance of any of its obligations under this Lease ( or, if there are any such defaults, describes them); ( e) that Tenant is not entitled to any credits, offsets, defenses or deductions against payment of the Rent hereunder ( or, if they exist, describes them); and (f) such other information concerning this Lease or Tenant as Landlord or any other person designated by Landlord reasonably shall request. An Estoppel certificate issued by Tenant pursuant to this Article shall be a representation and warranty by Tenant which may be relied on by Landlord and by others with whom Landlord may be dealing, regardless of independent investigation. If Tenant fails to execute and deliver an Estoppel certificate as required hereunder, Landlord' s representations concerning the factual matters covered by such Estoppel certificate, as described above, shall be conclusively presumed to be correct and binding on Tenant.

21. Default. The occurrence of any one or more of the following events shall be a default and breach under this Lease by Tenant:
a) The vacation or abandonment of all or any portion of the Premises by Tenant for ten ( 10) consecutive days.
b) The failure to accept tender of possession of the Premises or any significant portion thereof. c) The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder for a period of Ten ( 10) days after such payment is due. d) The failure by Tenant to observe or perform any ofthe covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than those described in subparagraphs b), ( d), ( e), ( f), (g), ( h) and ( i) of this Article, where such failure shall continue for a period of fifteen ( 15) days after written notice thereof by Landlord to Tenant. However, if the nature of these defaults is such that more than fifteen ( 15) days are reasonably required to cure, then Tenant shall not be deemed to be in default if Tenant commences such care within the fifteen ( 15) day period and thereafter diligently completes the cure within sixty ( 60) days. e) The making by Tenant or any guarantor of this Lease of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant or any guarantor of this Lease of a petition or order for relief under any Laws relating to bankruptcy or insolvency (unless, in the case of a petition filed against Tenant or any guarantor of this Lease, the petition is dismissed within sixty (60) days); or the appointment of a trustee, custodian or receiver to take possession of substantially all of Tenant's assets or the assets ofany guarantor of this Lease or of Tenant' s interest in this Lease where possession is not restored to Tenant within thirty (30) days; or the attachment, 21 execution or judicial seizure of substantially all of Tenant' s assets or of Tenant' s interest in this Lease, unless discharged within thirty (30) days.
f) The service by Landlord of a three- day notice under California Code of Civil Procedure Section 1161 on three or more occasions if the previous service of the three-day notices did not result in the termination of this Lease.
g) A sale, conveyance, mortgage, pledge, assignment, sublease or other transfer or encumbrance, or any attempt to do so, in violation ofArticle 17. h) Tenant' s failure to deliver the Estoppel certificate within the time required under Article 20, or any written instrument required under Article 19 within the time required. i) A default under or the repudiation of any guaranty of Tenant' s obligations under this Lease. j) Tenant's failure to maintain the insurance policies required hereunder. k) The death of Tenant or, if Tenant is comprised of more than one ( 1) individual, the death of any ofthe individuals comprising Tenant.
l) Tenant' s failure to observe or perform according to the provisions of Articles 9, 10. 4, and 11 within five ( 5) business days after notice from Landlord.

Except for the defaults specified in subparagraphs ( c) and ( d), all other defaults are not curable by Tenant.

22. Remedies for Default.

22. 1 General. In the event of any default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand:
a) Terminate Tenant's right to possession of the Premises by any lawful means, including but not limited to terminating this Lease, barring the Tenant from reentering the Premises, and removing all persons and property therefrom, which property may be stored by Landlord at a warehouse or elsewhere at risk, expense, and for the account of Tenant. If Landlord elects to terminate this Lease, Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all Liabilities incurred by Landlord or Landlord's Affiliates by reason of Tenant's default, including but not limited to: ( i) the worth at the time of the award of the unpaid Monthly Rent and Additional Rent which had been earned or was payable at the time of termination; ( ii) the worth at the time of the award of the amount by which the unpaid Monthly Rent and Additional Rent which would have been earned or payable after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; ( iii) the worth at the time of the award of the amount by which the unpaid Monthly Rent and Additional Rent which would have been paid for the balance of the tern after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; and ( iv) any other amount necessary to compensate Landlord for all Liabilities proximately caused by Tenant' s failure to perform its obligations under the Lease or which in the ordinary course ofthings would be likely to result therefrom, including, 22 but not limited to, any costs or expenses incurred by Landlord in maintaining or preserving the Premises, the Building and the Land after such default, the cost of recovering possession of the Premises, advertising expenses incurred, expenses ofreletting, including necessary renovation or alteration of the Premises or any portion thereof, whether for the same or different use, and any special concessions made to obtain the new tenant, Landlord' s attomeys' fees and costs incurred in connection therewith, and any real estate commissions paid or payable. As used in subparts ( i) and ( ii) above, the " worth at the time of the award" is computed by allowing interest on unpaid amounts at the rate of eighteen percent ( 18%) per annum, or such lesser amount as may then be the maximum lawful rate. As used in subparagraph (iii) above, the " worth at the time ofthe award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent ( 1%). If Tenant abandons the Premises, Landlord shall have the option of (x) taking possession of the Premises and recovering from Tenant the amount specified in this subparagraph, or ( y) proceeding under the provisions of subparagraph b) below.
b) Maintain Tenant' s right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all of Landlord' s rights and remedies under this Lease and at law or in equity, including the right to recover the Rent and other sums and charges as they become due hereunder. c) Nothing in this Article 22 shall be deemed to affect Landlord's right to indemnification for liability or liabilities arising prior to the termination of this Lease for personal injuries or property damage under the indemnification clause or clauses contained in this Lease. d) All rights, powers and remedies of Landlord hereunder and under any other agreement now or hereafter in force between Landlord and Tenant shall be in addition to all rights, powers and remedies given to Landlord by law, and the exercise of one or more rights or remedies shall not impair Landlord's right to exercise any other right or remedy.

22. 2 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 ofthe violation by Tenant of any of the terms, covenants or conditions of this Lease, or otherwise.

22. 3 Performance by Landlord. If Tenant defaults under this Lease, Landlord, without waiving or curing the default, may, but shall not be obligated to, perform Tenant' s obligations for the account and at the expense of Tenant. Notwithstanding Article 21( c), in the case of an emergency, Landlord need not give any notice prior to performing Tenant' s obligations.

22.4 Post -Judgment lnteres . The amount ofany judgment obtained by Landlord against Tenant in any legal proceeding arising out of Tenant' s default under this Lease shall bear interest until paid at the maximum rate allowed by law, or, if no maximum rate prevails, at the rate of twelve percent ( 12%) per annum. Notwithstanding anything to the contrary contained in any Laws, with respect to any damages that are certain or ascertainable by calculation, interest shall accrue from the day that the right to the damages vests in Landlord, and in the case of any unliquidated claim, interest shall accrue from the day the claim arose. 23 22.5 Tenant' s Waiver. To the extent permitted under law, in the event of any default, breach or violation of Tenant' s rights under this Lease by Landlord, Tenant' s remedies shall be an action for actual damages. Tenant hereby waives the benefit of any law granting it the right to perform Landlord' s obligation.

23. Holding Over. Tenant shall not hold over in the Premises after the expiration or sooner termination ofthe Lease Term without the express prior written consent of Landlord. Tenant shall indemnify Landlord and Landlord' s Affiliates for, and hold Landlord and Landlord' s Affiliates harmless from and against, any and all Liabilities arising out of or in connection with any delay by Tenant in surrendering and vacating the Premises, including, without limitation, any claims made by any succeeding tenant based on any delay and any Liabilities arising out of or in connection with these claims. If possession of the Premises is not surrendered to Landlord on the expiration or sooner termination of the Lease Term, in addition to any other rights and remedies of Landlord hereunder or at law or in equity, Tenant shall pay to Landlord for each month or portion thereof during which Tenant holds over in the Premises a sum equal to one hundred fifty percent ( 150%) of the then -current Monthly Rent in addition to all other Rent payable under this Lease. If any tenancy is created by Tenant's holding over in the Premises, the tenancy shall be on all ofthe terms and conditions of this Lease, except that Rent shall be increased as set forth herein and the tenancy shall be a mouth -to -month tenancy. Nothing in this Article 23 shall be deemed to permit Tenant to retain possession ofthe Premises after the expiration or sooner termination of the Lease Term.

24. Indemnification and EXCnIDation.

24. 1 Indemnification. In addition to any other indemnities required of Tenant hereunder, Tenant shall indemnify Landlord and Landlord's Affiliates for, and hold Landlord and Landlord' s Affiliates harmless from, any and all Liabilities arising from or in connection with Tenant' s including Tenant' s Affiliate or any person claiming under or through them), performance and obligations hereunder, or its failure to comply with any current or prospective law, except for such loss or damage caused by the sole negligence or willful misconduct ofLandlord, including but not limited to, ( a) the use and occupancy of the Premises by Tenant or Tenant' s Affiliates; ( b) the conduct of Tenant' s business; ( c) any breach or default by Tenant under this Lease; ( d) claims by any assignee, subtenant, broker or other person if Landlord declines to consent to any assignment, sublease or other transfer or encumbrance or terminates this Lease pursuant to Article 17; and ( e) any other acts or omissions of Tenant or Tenant' s Affiliates or persons claiming through or under them. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.

24.2 Damage to Persons or Prosy. Tenant assumes the risk of all Liabilities it may incur, including, but not limited to, damage or injury to persons, property and the conduct of Tenant' s business ( and any loss of revenue therefrom), the loss of use or occupancy of the Premises, and the items enumerated below in this Section, and waives all claims against Landlord and Landlord' s Affiliates in connection therewith. Landlord and Landlord's Affiliates shall not be liable for any Liabilities incurred by Tenant or Tenant's Affiliates ( including, but not limited to, the Liabilities described above in this Section) arising from or in connection with: ( a) acts or 24 omissions of any tenant of the Building or any other persons ( including, but not limited to, any parking garage operators or their employees); ( b) explosion, fire, steam, electricity, water, gas or rain, pollution or contamination; ( c) the breakage, leakage, obstruction or other defects of plumbing, HVAC, electrical, sanitary, safety, elevator or other utilities and systems ofthe Building or the failure to furnish any of the foregoing; ( d) any work, maintenance, repair, rebuilding or improvement performed by or at the request of Landlord or Landlord' s Affiliates for the Premises, the Building or the Land; ( e) any entry by Landlord or Landlord's Affiliates on the Premises; ( f) any defects in the Premises, the Building, the Land or any portions thereof; (g) any interference with light or other incorporeal hereditaments; and (h) any other acts, omissions or causes. Nothing in this Section exempts Landlord for liability caused solely by its gross negligence or willful misconduct, but Landlord shall not be liable under any circumstances for consequential or punitive damages ( including, but not limited to, damage or injury to persons, property and the conduct of Tenant' s business [ and any loss of revenue therefrom]). Tenant immediately shall notify Landlord of any defects in the Premises or the Building or any portion thereof and of any damage or injury thereto or to persons or property in or about the Premises or the Building.

24.3 Satisfaction of Remedies. Landlord and Landlord' s Affiliates shall not be personally liable for the performance of Landlord' s obligations under this Lease. If Tenant or Tenant's Affiliates acquire any rights or remedies against Landlord or Landlord' s Affiliates including, but not limited to, the right to satisfy a judgment), these rights and remedies shall be satisfied solely from Landlord' s estate and interest in the Land and the Building (or the proceeds therefrom) and not from any other property or assets of Landlord or Landlord' s Affiliates. This Section shall be enforceable by Landlord and Landlord' s Affiliates.

25. Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate. Landlord reserves the right from time to time in its sole discretion to make all reasonable additions and modifications to the rules and regulations. Any additions and modifications to the rules and regulations shall be binding on Tenant when delivered to Tenant. Landlord shall not incur any Liabilities to Tenant or Tenant's Affiliates arising from or in connection with the nonperformance of any rules and regulations by any other tenants or occupants of the Building. Landlord' s current rules and regulations are attached hereto as Exhibit " C."

26. Taxes

26. 1 Tenant shall be solely responsible for payment ofany and all " Real Property Taxes" levied or assessed against the Premises or Tenant's interest under this Lease, including without limitation Tenant's Share of any taxes levied against the common areas, Land or Building. " Real Property Taxes" include, but are not limited to: any fees, including license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Premises, Land or the Building; any property taxes and assessments levied on Tenant's possessory interest in the Premises. Land or Building; any tax on Landlord' s right to receive, or the receipt of, rent or income from the Premises, Land or Building; any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Premises, Land or the Building; any tax imposed on this transaction or based on a reassessment of the Premises, Land or the Building due to a change in ownership or transfer of all or part of 25 Landlord' s interest in this Lease, the Premises, Land or the Building; and any charge or fee replacing any tax previously included within this definition. Real Property Taxes do not include Landlord' s federal or state net income, franchise, inheritance, gift, or estate taxes.

26.2 In accordance with California Revenue and Taxation Code Section 107. 6( a), Landlord hereby informs Tenant that by entering into this Lease a possessory interest in Tenant subject to property taxes may be created, and if so, Tenant or other party in whom the possessory interest is vested may be subject to the payment of property taxes levied on such interest. Tenant shall be solely responsible for payment of any possessory interest tax levied or assessed against the Premises, improvements on the Premises, this Lease, or Tenant' s Share of the Land or Building. If at any time Tenant is not separately assessed for its possessory interest and/or improvements on the Premises, Tenant shall, as Additional Rent pay to Landlord that portion of any assessment levied against or upon the Premises, the improvements on the Premises, the Building or Landlord' s interest therein that represents the value of the Tenant' s leasehold interest and value of the improvements of the Premises that would have been assessed and levied upon the Premises had it been assessed as such possessory interest in the Premises.

26. 3 The amount of any tax or excise payable by or assessed against Tenant or the Premises, including without limitation, Real Property Taxes shall be paid by Tennant before it becomes delinquent. Tenant shall pay, or cause to be paid, before delinquency, any and all other taxes levied or assessed against Tenant's Property, Tenant' s possessory interest in the Premises, Land and Building, and any leasehold improvements in the Premises which were made for Tenant or at its request. If any or all of Tenant' s Property or any of these leasehold improvements are assessed and taxed with the Building, Tenant shall pay to Landlord its share of such taxes within ten ( 10) days after delivery to Tenant by Landlord of statement in writing setting forth the amount ofsuch taxes.

27. Brokers. Landlord and Tenant represent and warrant to each other that they have had no dealings with any broker, finder, or similar person who is or might be entitled to a commission or other fee in connection with introducing Tenant to the Building or in connection with this Lease, except for Landlord' s Broker and Tenant' s Broker as may be named in Article 2. Landlord shall pay the commission due to Landlord' s Broker and Tenant' s Broker pursuant to a separate agreement between Landlord and such Brokers. Landlord and Tenant shall indemnify each other for, and hold the other harmless from and against, any and all claims that the indemnified party may have as a result of a breach of the foregoing representation.

28. Parkins?. Tenant acknowledges that no parking is provided to Tenant pursuant to this Lease. Tenant may, on a space available basis, purchase parking spaces from the City per the terms of this lease agreement. Parking rates shall be determined by Landlord at its sole discretion.

Landlord at all times shall have the right to designate the particular parking area and spaces, if any, to be used by any or all of such Tenant' s employees, suppliers, customers, visitors, or the like, and any such designation may be changed from time to time. Attached hereto as Exhibit " D" is a copy of the City' s Parking Fee Schedule, which schedule shall be subject to change from time to time by City and/ or its parking facility operator.
26 29. Authority to Enter into Lease. If Tenant is a corporation, each individual executing this Lease on behalf of the corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the corporation, in accordance with a duly adopted resolution of the board ofdirectors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding on the corporation in accordance with its terms. If Tenant is a partnership, each individual executing this Lease on behalf of the partnership represents and warrants that he is duly authorized to execute and deliver this lease on behalf of the partnership, in accordance with the partnership agreement and any statements of partnership or certificates of limited partnership of the partnership, and that this Lease is binding on the partnership in accordance with its terms. Tenant shall, within thirty ( 30) days of the execution of this Lease, deliver to Landlord: ( a) if Tenant is a corporation, a certified copy of a resolution of the board of directors of the corporation; or (b) ifTenant is a parmership, a copy of the Statement ofPartnership or Certificate of Limited Partnership ofTenant; and ( c) other evidence reasonably satisfactory to Landlord authorizing or ratifying the execution of this Lease.

30. Relocation. Notwithstanding any contrary provision of this Lease, if due to excessive noise, Landlord requires the Tenant to relocate within the property or for other reasons related to Landlord's occupancy plans for the Building, then at any time during the Lease Term Landlord shall have the right, upon providing Tenant prior written notice ( the " Relocation Notice"), to provide and furnish Tenant with space elsewhere in the Building or another building in the Redondo Beach Pier Plaza project comparable to the Premises and to move and place Tenant in such new space, at Landlord's sole cost and expense. Such space shall be approximately the same size as the existing Premises and shall be improved by Landlord prior to Tenant's relocation with leasehold improvements comparable to those in the existing Premises. However, if the new space does not meet with Tenant's approval, Tenant may cancel this Lease upon written notice to Landlord, which notice must be received by Landlord within ten ( 10) days after delivery to Tenant ofthe Relocation Notice, and this Lease shall terminate sixty ( 60) days thereafter ( as if such date were the date originally provided herein for the expiration of the Lease Term) and neither party shall have any further rights or obligations hereunder. Tenant' s failure to timely deliver notice to Landlord of Tenant's election to cancel this Lease shall be deemed an acceptance by Tenant of the new space set forth in the Relocation Notice, and Tenant shall vacate the Premises in accordance with said notice and/ or the terms of any subsequent notice from Landlord to Tenant. Landlord shall reimburse Tenant, within thirty (30) days after Landlord' s receipt of invoices and paid receipts, for the reasonable moving, telephone installation and stationery reprinting costs actually paid for by Tenant in connection with such relocation. IfLandlord moves Tenant to such new space, then this Lease and each and all of the terms, covenants and conditions hereof shall remain in full force and effect and be deemed applicable to such new space except that revised Exhibit "A" showing the location ofthe new space shall become a part ofthis Lease and Landlord and Tenant shall promptly thereafter execute an amendment to this Lease containing such revised Exhibit "A" and with the Basic Terms of this Lease, as contained in Article 2, amended, if necessary, to include and state all correct data as to the new space. Notwithstanding the foregoing provisions of this Article to the contrary, ifthe new space contains more Boor area than the original Premises, Tenant shall not be obligated to pay any more Monthly Rent or Operating Expenses than otherwise applicable to the original Premises. Landlord and Tenant agree to cooperate fully in order to minimize the inconvenience of Tenant resulting from such relocation. 27 Tenant understands and agrees that Tenant is not eligible to be a " displaced person" under the California Relocation Act, which provides that a " displaced person" shall not include any person whose right of possession at the time of moving arose after the date of the public entity' s acquisition of the real property. Tenant understands that Tenant is a " post -acquisition tenant" pursuant to the Relocation Assistance and Real Property Acquisition Guidelines of the California Department of Housing and Community Development, 25 Cal. Code Regs. § 6000, et seq. Tenant understands that pursuant to Section 6034( b) of the California Code of Regulations, Tenant shall not be entitled to any relocation benefits or assistance if Tenant is temporarily or permanently displaced from the Premises, other than the payment which is required in the following paragraph, whether the displacement is a result of the expiration of the Term, Landlord' s termination of the Lease pursuant to this Section, Landlord' s pursuit of an unlawful detainer proceeding against Tenant, or for any other reason. Tenant hereby knowingly and voluntarily waives any rights Tenant may have to claim or receive any relocation assistance or benefits under state or federal law, and agrees not to file any claim or take any other action to receive such assistance or benefits.

It is strictly understood, and Tenant hereby agrees, that the Landlord reserves the unilateral right at any time, in Landlord' s sole and absolute discretion, to relocate Tenant or terminate this Lease immediately ifit is the opinion ofthe City that the parking structure is unsafe for the Tenant or the public; or upon Ninety calendar days written notice if the City intends to replace or improve the parking structure to an extent that relocation of Tenant is necessary.

31. General Provisions

31. 1 Joint Obligation. If Tenant consists of more than one person or entity, the obligations of such persons or entities as Tenant shall be joint and several.

31. 2 Marginal Headings. The titles to the Articles and Sections of this Lease are not a part ofthis Lease and shall have no effect on the construction or interpretation.

31. 3 Time. Time is of the essence for the performance of each and every provision of this Lease.

31. 4 Successors and Assigns. Subject to the restrictions contained in Article 17 above, this Lease binds the heirs, executors, administrators, successors and assigns of the parties hereto.

31. 5 Recordation. The parties agree to record this Lease or a short form memorandum hereof pursuant to California Government Code Section 37393.

31. 6 Late Charges. Tenant acknowledges that late payment ofRent will cause Landlord to incur costs not contemplated by this Lease, the exact amount ofwhich will be extremely difficult to ascertain. These costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any Superior Leases and Mortgages. Accordingly, if any installment of Monthly Rent or payment of Additional Rent due from Tenant is not received by Landlord or Landlord's designee within ten ( 10) days after the amount is due, Tenant shall pay to Landlord a late charge equal to six percent (6%) of the overdue amount. Acceptance of late charges by Landlord shall not constitute a waiver of Tenant' s default l9i
with respect to the overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder or at law or in equity.

31. 7 Prior Aareements: Amendment, Waiver. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. All waivers hereunder must be in writing and specify the breach, act, omission, term, covenant or condition waived, and acceptance ofRent or other acts or omissions by Landlord shall not be deemed to be a waiver. The waiver by Landlord of any breach, act, omission, term, covenant or condition of this Lease shall not be deemed to be a waiver of any other or subsequent breach, act, omission, term, covenant or condition.

31. 5 Inability to Perform. Landlord shall not be in default hereunder nor shall Landlord be liable to Tenant or Tenant's Affiliates for any Liabilities if Landlord is unable to fulfill any of its obligations, or is delayed in doing so, if the inability or delay is caused by reason ofaccidents, breakage, strike, labor troubles, acts of God, or any other cause, whether similar or dissimilar, which is beyond the reasonable control of Landlord.

31. 9 Legal Proceedings. In any action or proceeding involving or relating in any way to this Lease, the court or other person or entity having jurisdiction in such action or proceeding shall award to the party in whose favor judgment is entered the reasonable attorneys' fees and costs incurred. The party in whose favor judgment is entered may, at its election submit proof of fees and costs as an element of damages before entry ofjudgment or after entry ofjudgment in a postjudgment cost bill. Tenant also shall indemnify Landlord for, and hold Landlord harmless from and against, all Liabilities incurred by Landlord if Landlord becomes or is made a party to any proceeding or action: ( a) instituted by Tenant ( except to the extent resulting from Landlord' s breach or material default hereunder), or by any third party against Tenant, or by or against any person holding any interest under or using the Premises by license of or agreement with Tenant; b) otherwise arising out of or resulting from any act or omission of Tenant or such other person; or ( c) necessary to protect Landlord's interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. In any circumstance where Tenant is obligated to indemnify or hold harmless Landlord or Landlord's Affiliates under this Lease, Tenant also shall defend Landlord and Landlord' s Affiliates with counsel acceptable to Landlord or, at Landlord' s election, Landlord or Landlord's Affiliates may employ their own counsel and Tenant shall pay when due all attorneys' fees and costs therefore.

31. 10 Conveyance of Premises. As used herein the term " Landlord" means only the current owner or owners of the fee title to the Building or the lessee under a ground lease of the Land. Upon each conveyance ( whether voluntary or involuntary) of the Building, the conveying party shall be relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease or arising out of any act, occurrence or omission occurring after the date of such conveyance. Landlord may sell, assign, convey, encumber or otherwise transfer all or any portion of its interests in this Lease, the Premises, the Building or the Land. 29 31. 11 Name. Tenant shall not use the name of the Building or of the development in which the Building is situated, if any, for any purpose other than as an address of the business to be conducted by Tenant in the Premises.

31. 12 Severability. Any provision of this Lease which shall be held invalid, void or illegal shall in no way affect, impair or invalidate any of the other provisions hereof and such other provisions shall remain in full force and effect.

31. 13 Cumulative Remedies. No right, remedy or election hereunder or at law or in equity shall be deemed exclusive but shall, wherever possible, be cumulative with all other rights, remedies or elections.

31. 14 Choice of Law. This Lease shall be governed by the laws of the State of California applicable to transactions to be performed wholly therein.

31. 15 Siem. Tenant shall not place any sign on the Premises or the Building or which is visible from anywhere outside ofthe Premises, without Landlord's prior written consent. Landlord shall, at Landlord' s cost, install one exterior sign identifying Tenant' s business in the Premises above the door of the Premises ( which sign shall be subject to the Rules and Regulations for the Building and Landlord' s sign criteria). In addition, Tenant shall have the right to use up to two 2) lines in the Building directory to identify Tenant' s business. Upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant' s sole cost and expense, remove all of Tenant' s signage and repair any damage to the Building caused by such removal.

31. 16 Landlord's Consent. Whenever Landlord's consent or approval is required hereunder, Landlord shall not unreasonably delay the granting or withholding of its consent or approval. Except where it is expressly provided that Landlord will not unreasonably withhold its consent or approval, Landlord may withhold its consent or approval arbitrarily and in its sole and absolute discretion.

31. 17 Presumptions. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party drafting the document. It shall be construed neither for nor against Landlord or Tenant, but shall be given reasonable interpretation in accordance with the plain meaning of its terms and the intent of the parties.

31. 18 Exhibits. All exhibits and any riders annexed to this Lease including, without limitation, Exhibits " A". `B", "C", " D", " E", " 17", and " G," as applicable, are incorporated herein by this reference.

31. 19 Submission of Lcasc. The submission of this Lease to Tenant or its broker, agent or attorney for review or signature does not constitute an offer to Tenant to lease the Premises or grant an option to lease the Premises. This document shall not be binding unless and until it is executed and delivered by both Landlord and Tenant.

31. 20 Meanins of Terms. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular, and the masculine, feminine and 30 neuter genders shall each include the others, and the word " person" shall include corporations, partnerships or other entities.

31. 21 Notices. All notices, demands or communications required or permitted under this Lease ( the " Notices") shall be in writing and shall be personally delivered, sent by overnight courier, or sent by certified mail, return receipt requested, postage prepaid. Notices to Tenant shall be delivered to the address set forth in Article 2. Notices to Landlord shall be delivered to the address set forth in Article 2, or such other address as Landlord may specify in writing to Tenant.

Notices shall be effective upon receipt.

31. 22 Lease Guaranty. This Lease is subject to and conditioned upon Tenant' s delivery to Landlord, concurrently with Tenant' s execution and delivery of this Lease, of a Lease Guaranty in the form of and upon the terms contained in Exhibit " E" attached hereto and incorporated herein by this reference, which shall be fully executed by the Guarantors) specified in Article 2 and Exhibit " E".

32. ADA and CASD Disclosure Information

32. 1 CASs Disclosure. It is acknowledged that California law requires building owners to disclose to prospective tenants any inspection reports obtained from a certified access specialist CASp") regarding compliance of the subject property with the applicable construction -related accessibility standards under stale law prior to the execution of a lease agreement ( see California Civil Code Section I " " CASp Disclosure Requirements"). The Premises [ check applicable disclosure] r31u
ave not undergone an inspection by a CASp.
have undergone an inspection by a CASp and it was determined that the Premises m all applicable construction -related accessibility standards pursuant to California Civil Code §55. 51 et seq.
have undergone an inspection by a CASp and it was determined that the Premises did not meet all applicable construction -related accessibility standards pursuant to California Civil Code § 55. 51 et seq.

32. 2 Inspection Information. If an inspection was performed by a CASp and a report provided, Tenant hereby acknowledges receipt of the documents required to be delivered by Landlord in order to comply with the CASp Disclosure Requirements applicable to the Premises the " CASp Information"). Tenant acknowledges and agrees that the CASp Information is provided for the sole purpose of complying with the CASp Disclosure Requirements and shall not be deemed or construed as a representation or warranty under this Lease and may not be relied upon as a representation of current or future compliance with the applicable construction -related accessibility standards under state law. Tenant further covenants and agrees to keep the CASp Information strictly confidential and shall not disclose anything contained therein to any other parties, except ( i) as necessary for Tenant to complete repairs and corrections of any violations of construction -related accessibility standards, and ( ii) with the express written consent ofLandlord

32. 3 No Inspection and Statutory Notice. If no CASp inspection was done, or no disability access inspection certificate issued as described in Civil Code Section 55. 53( e), or 31 modifications/ alterations have been performed since the date of the CASp Information, then Landlord hereby advises Tenant that the existing Premises have not undergone a CASp inspection, and except to the extent expressly set forth in this Lease, Landlord shall have no liability or responsibility to make any repairs or modifications to the Premises in order to comply with accessibility standards. The following disclosure is hereby made pursuant to applicable California law:

A Certified Access Specialist ( CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner ofthe CASp inspection, the payment ofthe fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises"
Tenant agrees that any CASp inspection shall be conducted in compliance with reasonable rules in effect at the Building with regard to such inspections and shall be subject to Landlord' s prior written consent.

32.4 ADA Compliance. Landlord makes no warranty or representation as to whether or not the Premises comply with the Americans with Disabilities Act (ADA) or any similar legislation because compliance with the ADA is dependent upon Tenant's specific use of the Premises. In the event that Tenant's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Tenant agrees to make any such necessary modifications and/or additions at Tenant' s sole expense subject to all approval and other requirements for improvements, including without limitation, Alterations, as set forth in this Lease.

33. Acknowledgement, Release and Waiver
TENANT HEREBY ACKNOWLEDGES that the subject Premises located at 121 W.

Torrance Blvd., Suite 201 Redondo Beach, California 90277 is subject to pending lawsuits Pending Lawsuits") Bled against the City that may invalidate or modify this Lease without advance notice. If the lease is invalidated or modified as the result of the Pending Lawsuits, Tenant shall not be entitled to seek damages, equitable relief, or any other type of relief from the City. Notwithstanding the above, Tenant agrees to enter into this Lease.

TENANT HEREBY RELEASES, WAIVES, DISCHARGES AND CONVENANTS NOT TO SUE the City of Redondo Beach, its officials, employees and agents with regard to any and all liability or potential liability to Tenant, its owners, directors, officers, employees, agents, assigns, heirs, and next of kin for any loss or damage, and any claims or demands of any kind resulting from the Pending Lawsuits or any impact or potential impact the lawsuits may have on Tenant or this Lease.
32 TENANT FURTHER EXPRESSLY AGREES THAT THE FOREGOING
ACKNOWLEDGEMENT, RELEASE and WAIVER is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the remaining terms shall, notwithstanding, continue in full legal force and effect.
33 IN WITNESS WHEREOF, the parties hereto have executed this Lease in Redondo Beach, California, as of this 20th day of July, 2021.

LANDLORD

CITY OF REDONDO BEACH
Gn
William C. Brand
Mayor
ATTEST:

Gt/ 1%
Eleanor Mangano
City Clerk
APPROVED AS TO FORM:

Michael W. Webb
City Attorney
TENANT

SHAW KOEPKE &
APPROVED:

LLP
Diane Strickfaden, Risk Manager
34 Please See Attached
C li " ia

JURAT- ACK O LEDGEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Lease in Redondo Beach, California, as of this 20th day of July, 2021.

LANDLORD TENANT

CITY OF REDONDO BEACH SHAW KOEP E & SA , LLP
William C. Brand
Mayor
ATTEST:

Eleanor Mari
City Clerk
APPROVED AS TO FORM:
4""'v o
Mic ael W. Webb
City Attorney
g1g6, k
APPROVED:
1_
Dia e Strick a en, Risk Manager

STATE OF NEVADA
COUNTYOF 1, Ua di, t
This instrument was ackho ledged before me
on 2 24 Sctln LJ. Shati
Signature of Notarial Oficep
34 AI 162/ L 2
Y A V2t aPrUb ur:. 7- cJ2
34 Original Notary Stamp on prior page

STATE OF NEVADA

COUNTYOF U)J SAV (
The klWUM nt we $ edaawWdSed bekre me
on_ j Soil n W. S ha t,
7nftk
Slpwbrra Of Notarial OUkw)

HEATHER MOORE
Notary Public -State of Nevada
APPT. N0. 18- 3732- 2
My Appt. Expires 09-07-2022

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California
County of Los Angeles
On J-RL 2-4 2 021 before me, Vickie Kroneberger, Notary Public insert name and title of the officer)
personally appeared WILLIAM C. BRAND
who proved to me on the basis of satisfactory evidence to be the perso5K whose name-(%) is/are subscribed to the within instrument and acknowledged to me that he/shefthey executed the same in his/faerHheir authorized capacity(ie , and that by his/hexttdeir signature( sl on the instrument the person(o, or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal. WKIE KROnESEAGEK
Kotery Public - Cham q
La Ypeles[ oumy
Canmbsbn/ 3330166
My Comm. E* ra Jul 33, 3034
Signature ( Seal)

CALIFORNIA ALL PURPOSE ACKNOWLEDGEMENT
publicpublic or other officer completing this certificate verifies only the identity of the individual who signed the dorurnent he which this certificate is attached, and not the truthfulness, occurr, , or validity ofthat document State of California
County of: Los Angeles
On July 2011 , 2021 before me, D. Gralik, Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the p sonN whose namel are subscribed to the within instrument and acknowledge to me tha he she/ they executed the same in /hi her/their authorized capacit ( i s), and that bZ. / her/ their signature) on the instrument the perso S), or the entity upon behalf of which the perscm$s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

D. CIMLIK
COMM. # 2293148
o . s - Itohry Pa1W Coa4
WITNESS my hand and official seal. _ for MGOln Cti, ounS A tbmm. Er im Ju IPt 2027
Signatureb Notary Public, CA ( Seal)
D. Gmlik Commission Expires July 12th , 2023
Other Information============ --------------
DocumentDocument Identification Attached:

Name,"! yJie: CONTRACT - lease - Shaw, Koepke & Latter, LLP Ttac nr Dc ription ofAttached DocumcnQ
Document Date: tits Number of Pages: pages
Additional Information: RE: 105 W. Torrance Blvd, Ste 4106 Redondo Beach, CA Journal Entry / Page #:

Signer Information
Name:

Capacity Claimed by the Signer:

Individual( s)
Corporate Officer:

Panner( s)
Attomey- in- Fact
Irustee( s)
x Other:

EXHIBIT " A"

LEGAL DESCRIPTION/PREMISES FLOOR PLAN
35 Floor Plan
105 W. Torrance Blvd. Suite 106
Redondo Beach. CA 90277
1, 005 square feet
EXHIBIT " B"

LEASE CONFIRMATION
TO: Tenant
DATED: July 20, 2021
Re: Office Lease ( the " Lease") dated July 20, 2021 by and between CITY OF REDONDO BEACH, a Chartered Municipal Corporation as Landlord, and SHAW KOEPKE & SATTER, LLP ("Tenant') as Tenant, for those premises generally referred to as 105 W. Torrance Blvd., Suite 106, Redondo Beach, California 90277 consisting of approximately 1005 rentable square feet.

Please acknowledge that the Commencement Date of the Lease is July 20, 2021 and that the Expiration Date of the Lease is July 12, 2023, subject to Landlord' s early termination right.

Very truly yours,
Agent for "Landlord'
Tenant hereby confirms the information set forth above, and further acknowledges that Landlord has fulfilled its obligations under the above -referenced Lease.

TJ
Name: r„ B / i
Title: K (, 1( 0
QTIJE
36 EXHIBIT " C"

RULES AND REGULATIONS

1. The sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways of the Building shall not be obstructed by any of the tenants or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, escalators and stairways are not for the general public and Landlord shall in all cases retain the right to control and prevent access thereto ofall persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course ofits business, unless such persons are engaged in illegal activities. No tenant and no agent, employee, contractor, invitee or licensee of any tenant shall go upon the roof of the Building. Landlord shall have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to any tenant therefore, to change the arrangement or location ofentrances or passageways, doors or doorways, corridors, elevators, stairs, toilets and other common areas of the Building.

2. No sign, placard, picture, name, advertisement or notice visible from the exterior of any tenant's premises shall be inscribed, painted, affixed or otherwise displayed by any tenant on any part of the Building without the prior written consent of Landlord except that Tenant shall have the right, at its sole cost, to place its name on the door of the Premises. Landlord will adopt and furnish to tenant' s general guidelines relating to signs inside the Building. Tenants shall conform to such guidelines. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of any such tenant by a person approved by Landlord. Material visible from outside the Building will not be permitted.

3. The premises shall not be used for lodging. No cooking shall be done or permitted on the premises except that private use by any tenant of Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages, for preparation ofmeals by employees of any such tenant in a manner customary for an employee lounge or lunchroom, and for catering to serve food in connection with meetings or receptions will be permitted, provided that such use is in accordance with all applicable federal, state and municipal laws, codes, ordinances, rules and regulations.

4. No tenant shall employ any person or persons other than the janitor of Landlord for the purpose of cleaning its premises unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same. No tenant shall cause any unnecessary labor by reason of such tenant's carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to any tenant for any loss of property on the premises, however occurring, or for any damage done to the effects of any tenant by the janitor or any other employee or any other person. Tenant shall pay to Landlord the cost of removal of any of tenant's refuse and rubbish, to the extent that the same exceeds the refuse and rubbish usually attendant upon the use of tenant's premises as offices-. Janitor service will not be furnished 37 on nights when rooms are occupied after 9: 00 P. M. unless, by agreement in writing, service is extended to a later hour for specifically designated rooms.

5. Landlord will famish each tenant without charge with two ( 2) keys to each door lock provided in the premises by Landlord. Landlord may make a reasonable charge for any additional keys. No tenant shall have any such keys copied or any keys made. No tenant shall alter any lock or install a new or additional lock or any bolt on any door of its premises. Each tenant, upon the termination of its lease, shall deliver to Landlord all keys to doors in the Building.

6. Landlord shall designate appropriate entrances and a freight elevator for deliveries or other movement to or from the premises of equipment, materials, supplies, furniture or other property, and tenants shall not use any other entrances or elevators for such purposes. The freight elevator shall be available for use by all tenants in the Building subject to such reasonable scheduling as Landlord in its discretion shall deem appropriate. All persons employed and means or methods used to move equipment, materials, supplies, furniture or other property in or out of the Building must be approved by Landlord prior to any such movement. Landlord shall have the right to prescribe the maximum weight, size and position of all equipment, materials, furniture or other property brought into the Building. Heavy objects shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary properly to distribute the weight. Landlord will not be responsible for loss ofor damage to any such property from any cause, and all damage done to the Building by moving or maintaining such property shall be repaired at the expense of tenants.

7. No tenant shall use or keep in the premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities thereof reasonably necessary for the operation or maintenance of office equipment. No tenant shall use any method ofheating or air conditioning other than that supplied by Landlord. No tenant shall use or keep or permit to be used or kept any foul or noxious gas or substance in the premises, or permit or suffer 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 or vibrations, or interfere in any way with other tenants or those having business in the Building, nor shall any animals or birds be brought or kept in the premises or the Building. All materials stored in the Premises by Tenant shall be stored in compliance with all applicable laws and shall not exceed the maximum floor load for the Premises as reasonably determined by Landlord.

8. Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name or street address of the Building.

9. Except as expressly set forth in the Lease, Landlord establishes the hours of 8 A.M. to 6 P. M. Monday through Friday, and Saturday 9:00 A.M. to 1: 00 P.M., except legal holidays, as reasonable and usual business hours. If during any other hours or any other days, tenant desires to have any services or utilities supplied to tenant, and if Landlord is able to provide the same, tenant shall pay Landlord such charge as Landlord shall establish from time to time for providing such services or utilities during such hours. Any such charges which such tenant is obligated to pay shall be deemed to be Additional Rent under such tenant's lease. 38 10. The Building' s air conditioning system achieves maximum cooling when the drapes and windows are closed. Landlord shall not be responsible for the room temperature iftenant does not keep all drapes and windows in the premises closed whenever the system is in operation. Tenant agrees to cooperate fully at all times with Landlord and to abide by all regulations and requirements which Landlord may prescribe for the proper functioning and protection of said air conditioning system. Tenant agrees not to connect any apparatus device, conduit or pipe to the Building chilled and hot water conditioning supply lines. Tenant further agrees that neither tenant nor its servants, employees, agents, visitors, licensees or contractors shall at any time enter mechanical installations or facilities of the Building or adjust, tamper with, touch or otherwise in any manner affect said installations or facilities.

11. Electric current is furnished as required by the Building standard office lighting and fractional horsepower office business machines in the amount of approximately four (4) watts per square foot. The tenant agrees, should its electrical installation or electrical consumption be in excess of the aforesaid quantity or extend beyond normal business hours, to reimburse Landlord monthly for the measured consumption under the terms, classifications and rates charged to similar consumers by said public utilities serving in the neighborhood in which the Building is located. If a separate meter is not installed at tenant's cost, such excess cost will be established by an estimate agreed upon by Landlord and tenant, and if the parties fail to agree, as established by an independent licensed engineer. Tenant agrees not to use any apparatus or device in, or upon, or about the premises which will in any way increase the amount of such services usually furnished or supplied to said premises, and tenant further agrees not to connect any apparatus or device or wires, conduits or pipes, or other means by which such services are supplied, for the purpose of using additional or unusual amounts of such services without written consent of Landlord. Should tenant use the same to excess, the refusal on the part of tenant to pay, upon demand of Landlord, the amount established by Landlord for such excess charge shall constitute a breach of the obligation to pay Rent current under tenant's lease and shall entitle Landlord to the rights therein granted for such breach. At all times tenant's use of electric current shall never exceed the capacity ofthe feeders to the Building or the risers or wiring installation.

12. Water will be available in public areas for drinking and lavatory purposes only, but iftenant requests, uses or consumes water for any purpose in addition to ordinary drinking and lavatory purposes, of which fact tenant constitutes Landlord to be the sole judge, Landlord may install a water meter and thereby measure tenant' s water consumption for all purposes. Tenant shall pay Landlord for the cost of the meter and the cost of the installation thereof and throughout the duration of tenant's occupancy, tenant shall keep said meter installation equipment in good working order and repair at tenant's own cost and expense, in default of which Landlord may cause such meter and equipment to be replaced or repaired and collect the cost thereof from tenant.

Tenant agrees to pay for water consumed, as shown on said meter, as and when bills are rendered, and on default in making such payment, Landlord may pay such charges and collect the same from tenant. Any such costs or expenses incurred, or payments made by Landlord for any of the reasons or purposes hereinabove stated shall be deemed to be Additional Rent, payable by tenant, and collectible by Landlord as such.

13. Landlord reserves the right to stop service of the elevator, plumbing, ventilating, air conditioning and electric systems, when necessary, by reason of accident or emergency or for 39 repairs, alterations or improvements, in the judgment of Landlord desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed, and shall further have no responsibility or liability for failure to support elevator facilities, plumbing, ventilating, air conditioning or electric service, when prevented from doing so by strike or accident or by any cause beyond Landlord' s reasonable control or by laws, rules, orders, ordinances, directions, regulations or requirements of any federal, state, county or municipal authority or failure of gas, oil or other suitable fuel supplied or inability by exercise of reasonable diligence to obtain gas, oil or other suitable fuel. It is expressly understood and agreed that any covenants on Landlord's part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements of tenant's lease or to perform any act or thing for the benefit of tenant, shall not be deemed breached if Landlord is unable to furnish or perform the same by virtue of a strike or labor trouble or any other cause whatsoever beyond Landlord' s control.

14. Landlord reserves the right to exclude from the Building between the hours of 6 P. M. and 8 A.M. Monday through Friday and at all hours on Saturdays, Sundays and legal holidays all persons who do not present identification acceptable to Landlord. Each tenant shall provide Landlord with a list of all persons authorized by such tenant to enter its premises and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord's opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem appropriate, including closing doors.

15. The directory of the Building will be provided for the display of the name and location of tenants and the principal officers and employees of tenants ( not to exceed two ( 2) names per one thousand ( 1, 000) rentable feet in the Premises) at the expense of such tenant. Periodic revisions and updating shall be provided by Landlord without charge.

16. No curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations shall be attached to, hung or placed in, or used in connection with any window of the Building without the prior written consent of Landlord. In any event, with the prior written consent of Landlord, such items shall be installed on the office side of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. Tenants shall keep window coverings closed when the effect of sunlight ( or the lack thereof) would impose unnecessary loads on the Building' s heating or air conditioning system.

17. No tenant shall obtain for use in the premises ice, drinking water, food, beverage, towel or other similar services, except at such reasonable hours and under such reasonable regulations as may be established by Landlord.

18. Each tenant shall ensure that the doors of its premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before such tenant or such tenant' s employees leave the premises so as to prevent waste or damage, and for any default or carelessness in this regard, such tenant shall compensate for all injuries sustained by other tenants or occupants M16
of the Building or Landlord. On multiple -tenancy floors, all tenants shall keep the doors to the Building corridors closed at all times except for ingress and egress.

19. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be paid by the tenant who, or whose agent, employee, contractor, invitee or licensee, caused it.

20. Except with the prior written consent ofLandlord, no tenant shall sell at retail newspapers, magazines, periodicals, theater or travel tickets or any other goods or merchandise to the general public in or on the premises, nor shall any tenant carry on or permit or allow any employee or other person to carry on the business of stenography, typewriting, printing or photocopying or any similar business in or from the premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any tenant be used for manufacturing of any kind, or any business activity other than that specifically provided for in the tenant' s lease.

21. No tenant shall install any radio or television antenna, loudspeaker, or other device on the roof or exterior walls of the Building. No television or radio or recorder shall be played in such a manner as to cause a nuisance to any other tenant.

22. There shall not be used in any space, or in the public halls of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards or such other material handling equipment as Landlord approves. No other vehicles of any kind shall be brought by any tenant into the Building or kept in or about its premises.

23. Each tenant shall store all its trash and garbage within its premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of office building trash and garbage in the vicinity of the Building, without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Landlord shall designate.

24. Canvassing, soliciting, distribution ofhandbills or any other written material and peddling in the Building are prohibited, and each tenant shall cooperate to prevent the same.

25. The requirements of tenants will be attended to only upon application in writing at the office of the Building. Employees ofLandlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord.

26. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Building. 41 27. These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the agreements, covenants, conditions and provisions of any lease of premises in the Building.

28. Landlord reserves the right to make such other rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Building and for the preservation of good order therein.

29. All construction projects and tenant improvement work must conform to the General Construction and Building Rules.

30. Tenant agrees that all employees will park on the lower levels ofthe parking structure and that the surface level parking spaces are to be reserved for customers and service providers. 42 EXHIBIT " D"

PARKING FEE SCHEDULE
Public parking rates are set by Landlord and are subject to change from time to time.

The current parking rates are as follows:

DAILY RATE
Summer (May l — September 30):

2.00 each hour

1. 00 for the first hour weekdays Sam to 6pm
Winter (October I — April 30):

1. 50 each hour

1. 00 for the first hour weekdays Sam to 6pm

HOLIDAYS AND SPECIAL EVENTS
July 4`r: Flat fee of $30 payable upon entry

PARKING FOR THE DISABLED
Free with approved placards or license plates.

PIER/BOARDWALK EMPLOYEE MONTHLY AND YEARLY PASSES
Passes are to be purchased by business owners/ managers to satisfy employment verification; parking spaces are occupied on a first-come, first-served basis; passes do not guarantee a parking space.

Annual Employee Passes ( January 1 — December 31):
a. Full -Access Annual Pass — 7 days/week in Pier Parking Structure or Plaza Parking Structure: $ 280.00. ( Purchases after January 31 will be prorated at the rate of $35/ month times the number of months remaining in the year.)
b. Limited Access Annual Pass - 7 days/ week in the Plaza Parking Structure, also allowed in Pier Parking Structure on non -holiday weekdays: $ 120.00 ( Purchases after January 31 will be prorated at the rate of $10/ month times the number of months remaining in the year.)
Summer Season Employee Passes ( May 1 — September 30):
a. Full -Access Summer Pass - 7 days/ week in Pier Parking Structure or Plaza Parking Structure: $ 120. 00 ( Purchases after May 31 will be prorated at the rate of $35/ month times the number of months remaining in the summer.)
b. Limited Access Summer Pass - 7 days/ week in the Plaza Parking Structure, also allowed in Pier Parking Structure on non -holiday weekdays: $ 50. 00 ( Purchases after May 31 will be prorated at the rate of $ 10/ month times the number of months remaining in the summer season.)
43 EXHIBIT " E"

LEASE GUARANTY
THIS LEASE GUARANTY ("Guaranty") is made by JOHN SHAW (referred to as Guarantor"), in favor of the CITY OF REDONDO BEACI I, a Chartered Municipal Co oration Landlord"), in connection with that certain lease dated as of July 20, 2021 ( the " Le, ') pursuant to which Landlord is to lease to SHAW KOEPKE & SATTER, LLP ("T ant") those premises generally referred to as 105 W. Torrance Blvd., Suite loft, Redondo B ch, CA 90277 the " Premises").

A. Landlord requires this Guaranty as a condition to its execution of the se and the performance of the obligations to be performed under the Lease by Land d.

B. Guarantor has agreed to provide this Guaranty to induce Landlor o enter into the Lease with Tenant and perform its obligations under the Lease.

In consideration of Landlord's agreement to execute the Lease d for other good and valuable consideration, the receipt and sufficiency of which are hereb acknowledged, Guarantor does hereby agree with Landlord as follows:

1. The Lease is hereby incorporated into and made a rt of this Guaranty by this reference.

2. Guarantor hereby unconditionally guarantees, a primary obligor and not as a surety, without deduction by reason of setoff, defense counterclaim, the full and punctual payment of all sums ofrent and other amounts payable u er the Lease and the full and punctual performance of all terms, covenants and co itions in the Lease to be kept, performed and/ or observed by Tenant. Guarantor's obligat s under this Guaranty are continuing and unconditional.

3. Guarantor hereby agrees that, w' out the consent of or notice to Guarantor and without affecting any of the obligations uarantor hereunder: ( a) the Lease may be extended and any other term, covenant or condit ofthe Lease may be amended, compromised, released or otherwise altered by Landlo and Tenant, and Guarantor does guarantee and promise to perform all the obligations of Ten under the Lease as so extended, amended, compromised, released or altered;( b) any gu- ant of or party to the Lease may be released, substituted or added; ( c) any right or remedy under e Lease may be exercised, not exercised, impaired, modified, limited, destroyed, or suspe d; ( d) Landlord or any other person may deal in any manner with Tenant, any guarantor, an arty to the Lease or any other person; ( e) Landlord may permit Tenant to holdover the Pr2ogises beyond the Lease Term; and ( 1) all or any part of the Premises or of Tenant' s righy5r liabilities under the Lease may be sublet, assigned or assumed. Without in any way limitinylhe foregoing, Guarantor agrees not to unreasonably withhold its consent to any sublease, signment of the Lease or other modification of the Lease which is agreed to by he/
and Tenant.

4. antor hereby waives and agrees not to assert or take advantage of. (a) any right to r or" Landlord to proceed against Tenant, or any other guarantor or person or to pursue any they security or remedy before proceeding against Guarantor, (b) any defense based on the 44 genuineness, validity, regularity or enforceability of the Lease; ( c) any right or defense that ma arise by reason of the incapacity, lack of authority, death or disability of Tenant or any other person; and ( d) any right or defense arising by reason of the absence, impairment, modific n, limitation, destruction or cessation ( in bankruptcy, by an election of remedies, or otherw of the liability of Tenant, of the subrogation rights of Guarantor or of the right of Guarant to proceed against Tenant for reimbursement. Without limiting the generality of the to oing, Guarantor hereby waives any and all benefits of the provisions of Sections 2809, 2 0 and 2845 of the California Civil Code and any similar or analogous statutes of California any other jurisdiction.

5. Guarantor hereby waives and agrees not to assert or take advantage of any right or defense based on the absence of any or all presentments, demands ( including de rids for performance), notices ( including notices of any adverse change in the financial statu f Tenant, notices of any other facts which increase the risk to Guarantor, notices of non -perf ance and notices of acceptance of this Guaranty) and protests of each and every kind; the defense of any statute of limitations in any action under or related to this Guaranty or Lease; ( c) any right or defense based on a lack of diligence or failure or delay by La ord in enforcing its rights under this Guaranty or the Lease.

6. Guarantor hereby waives and agrees not to assert or a advantage of any right to ( a) exoneration if Landlord's actions shall impair any sec try or collateral of Guarantor; ( b) any security or collateral held by Landlord; ( c) require dlord to proceed against or exhaust any security or collateral before proceeding against G antor, (d) require Landlord to pursue any right or remedy for the benefit of Guarantor. out limiting the generality of the foregoing, Guarantor hereby waives any and all benefit the provisions of Sections 2819, 2849 and 2850 ofthe California Civil Code and any simil r analogous statutes of California or any other jurisdiction.

7. Guarantor shall not, without the p r written consent of Landlord, commence, or join with any other person in commencing, - bankruptcy, reorganization or insolvency proceeding against Tenant. Guarantor's obli tions under this Guaranty shall in no way be affected by any bankruptcy, reorganization or olvency of Tenant or any successor or assignee of Tenant or by any disaffirrrrance or abando ent of the Lease or any payment under this Guaranty by a trustee ofTenant in any bankrupt proceeding including, without limitation, any impairment, limitation, of modifieati of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the en cement of Tenant' s liability under the Lease resulting from the operation of any present or fu e provision of any federal or state bankruptcy or insolvency law or other statute or from th ecision of any court. Guarantor shall file in any bankruptcy or other proceeding in w ch the filing of claims is required or permitted bylaw all claims which Guarantor in ave against Tenant relating to any indebtedness of Tenant to Guarantor and will assign to L lord all rights of Guarantor thereunder. Landlord shall have the sole right to ale
sect any plan proposed in such proceeding and to take any other action which a party m is entitled to do. In all such cases, whether in administration, bankruptcy or he person or persons authorized to pay such claim shall pay to Landlord the amount such claim and, to the full extent necessary for that purpose, Guarantor hereby andlord all of Guarantor' s rights to any such payments or distributions to which ould otherwise be entitled; provided, however, that Guarantor's obligations hereunder sball not be satisfied except to the extent that Landlord receives cash by reason of any 45 such payment or distribution. If Landlord receives anything hereund/ dall
r than cash, the sa
shall be held as collateral for amounts due under this Guaranty.

8. Until all the Tenant' s obligations under the Lease are fully perforuarantor: (a all have no right of subrogation or reimbursement against the Tenant by of any pa ents or acts of performance by Guarantor under this Guaranty; ( b) subordinaliabili r indebtedness ofthe Tenant now or hereafter held by Guarantor to thetions the Tenant under, arising out of or related to the Lease or Tenant' s use of the Prean ) current
years
Landlord.
accepted
independent
financial
acknowledges
Without
of

9. 10.
10)
California
Prior
provisions
The
days
prior
financial
to
limiting
liability
accounting
statements
prior
Guarantor'
the
to
certified
or
the
of
that
execution
of
written
any
statement
the
of
Section
current
Guarantor the
Guarantor
other
shall
principles
generality
s
public
actions
notice
financial
of
financialstatement
2848
jurisdiction.
be
for
this
accountant.
true
as
from
ofLandlord
and
Guarantor
of
and,
of
against
Guaranty
statements
and
thethe
all
Landlord,
if
California
correct
foregoing,
rights,
such
Tenant
Guarantsents
and
and
may
is
are
year
W&
statef
Guarantor
financial
the /
at
without
to
affect
Civil
any
Guarantor
CTs
to
be
the
nts
and
time
pre
Code
or
state
any
ex
agrees
eliminate
remedies
practice
during
red
Guarantor'
liability
hereby and
t
in
nts
not
and
any
accordance
of
provide
for
previously
of
ans
warrants
wny
e
oa
Guarantor,
Term
Landlord
s
Guarantor
financial
Landlord
of
or
that
with
the
delivered
analogous and
hereunder
against
audited
subrogation
for
condition.
all
Lease
generally
all
such
the
with
benefits
Landlord.
two (
to
upon
by
a
statutes
and
an
o
2)
ten
o
under any other agreement now or at any ti hereafter in force between Landlord and Guarantor relating to the Lease shall be c ulative and not alternative and such rights, powers and remedies shall be in addition to all Lghts, powers and remedies given to Landlord by law.

11. This Guaranty applies to, inureyrio the benefit of and binds all parties hereto, their heirs, devisees, legatees, executors, adnjpistrators, representatives, successors and assigns. This Guaranty may be assigned by lAdlord voluntarily or by operation of law.

12. This Guaranty shall co titute the entire agreement between Guarantor and the Landlord with respect to the subJe atter hereof. No provision of this Guaranty or right of Landlord hereunder may be waiv nor may any guarantor be released from any obligation hereunder except by a writing y executed by an authorized officer, director or trustee ofLandlord. The waiver or failure t nforce any provision of this Guaranty shall not operate as a waiver of any other breach of sVb provision or any other provisions hereof. No course of dealing between Landlord and Ynant shall alter or affect the enforceability of this Guaranty or Guarantor's obligations lifeunder.

13. Gu for hereby agrees to indemnify, protect, defend and hold Landlord and Landlord' s Affili s harmless from and against, all losses, costs and expenses including, without limitation, all i rest, default interest, post-petition bankruptcy interest and other post- petition obligations, layrcharges, court costs and attorneys' fees, which may be suffered or incurred by Landlord in forcing or compromising any rights under this Guaranty or in enforcing or compromising the performance of Tenant's obligations under the Lease.
46 14. The tern "Landlord" whenever hereinabove used refers to and means the Landlord in the foregoing Lease specifically named and also any assignee of said Landlord, whether by out ht assignment or by assignment for security, and also any successor to the interest of said L lord or of any assignee of such Lease or any part thereof, whether by assignment or otherwi . The term "Tenant" whenever hereinabove used refers to and means the Tenant in the fore ng Lease specifically named and also any Transferee of said Lease and also any successor to a interests of said Tenant, assignee or sublessee of such Lease or any part thereof, whether b assignment, sublease or otherwise including, without limitation, any trustee in bankruptcy any bankruptcy estate of Tenant, Tenant' s assignee or sublessee.

15. If any or all Guarantors shall become bankrupt or insolvent, or any a ication shall be made to have any or all Guarantors declared bankrupt or insolvent, or any or Guarantors shall make an assignment for the benefit of creditors, or any or all Guarantors sh enter into a proceeding for the dissolution of marriage, or in the event of death of any or all umantors, notice of such occurrence or event shall be promptly furnished to Landlord by s Guarantor or such Guarantor's fiduciary. This Guarantee shall extend to and be b ing upon each Guarantor's successors and assigns, including, but not limited to, trustees bankruptcy and Guarantor's estate.

16. Any notice, request, demand, instruction or other c unication to be given to any party hereunder shall be in writing and sent by registered o ertified mail, return receipt requested in accordance with the notice provisions ofthe Lease. he Tenant shall be deemed Guarantor' s agent for service of process and notice to Guaran delivered to the Tenant at the address set forth in the Lease shall constitute proper notice Guarantor for all purposes. Notices to Landlord shall be delivered to Landlord' s ad ss set forth in the Lease. Landlord, at its election, may provide an additional notice to Guara r at the address provided under Guarantor's signature below.

17. If either party hereto participate an action against the other party arising out of or in connection with this Guaranty, the evailing party shall be entitled to have and recover from the other parry reasonable attorneys' es, collection costs and other costs incurred in and in preparation for the action. G mor hereby waives any right to trial by jury and further waives and agrees not to assert or to advantage of any defense based on any claim that any arbitration decision binding upon Lan ord and Tenant is not binding upon Guarantor.

18. Guarantor agrees th all questions with respect to this Guaranty shall be governed by, and decided in accordance th, the laws of the State of California.

19. Should any on r more provisions of this Guaranty be determined to be illegal or unenforceable, a ther provisions shall nevertheless be effective.

20. Time is ictly of the essence under this Guaranty and any amendment, modification or revision It of.

21. If ore than one person signs this Guaranty, each such person shall be deemed a guarantor and obligation of all such guarantors shall be joint and several. When the context and cc ruction so requires, all words used in the singular herein shall be deemed to have been used he plural. The word " person" as used herein shall include an individual, company, firm, ssociation, partnership, corporation, trust or other legal entity of any kind whatsoever. 47 22. If Guarantor is a corporation, each individual executing this Guaranty on behalf of s corporation represents and warrants that he is duly authorized to execute and deliver th Guaranty on behalf of said corporation, in accordance with a duly adopted resolution the Board of Directors of said corporation or in accordance with the bylaws of said cor ration, and that this Guaranty is binding upon said corporation in accordance with its terms/ Bd
Guarantor is
a corporation, Landlord, at its option, may require Guarantor to concurrenthe execution of this Guaranty, deliver to Landlord a certified copy of a resolution of the of Directors of said corporation authorizing or ratifying the execution of this Guaranty.

THE UNDERSIGNED HAS READ AND UNDERSTANDS THE TVMS AND

CONDITIONS CONTAINED IN THIS GUARANTY INCLUDIN ITHOUT
LIMITATION, ALL WAIVERS CONTAINED IN THIS GUARYqTY.

Executed on this day of , 2021.

If Guarantor is a married individual, Guarantor's spouseust sign this Guaranty] Address ofGuarantor:

Attn:

Spouse ( if applicable)
A. If the person( s) signing this L e on behalf of Tenant [ is/ are] [ an] officers] of a corporation that is incorporated /
bytwo
en one of the following conditions must be satisfied: ( i) This Lease must be signecurs, one being the Chairman of the Board, the Owner ora Vice Owner, and the othethe Secretary, an Assistant Secretary, the ChiefFinancial Officer or an Assistant Trea) if clause ( i) above is not satisfied, or ifthis Lease is signed by one person acting inties, then Tenant shall have delivered to Landlord a certified copy of a corporate resolacceptable to Landlord authorizing the signatory( ies) to execute this Lease.

B. If the perso2r signing this Lease on behalf of Tenant [ is/ are] [ an] officers] of a corporation that is incorp ted in a state other than California, then Tenant shall have delivered to Landlord a certified Ay of a corporate resolution in form acceptable to Landlord authorizing the signatorys) to execute this Lease.
48 Tenant takes AS -IS.

EXHIBIT " E"

INITIAL LEASEHOLD IMPROVEMENTS
m
EXHIBIT " G"

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

CITY OF REDONDO BEACH
415 Diamond Street
Redondo Beach, CA 90277
Attention: City Clerk
No Recording Fee
Exempt pursuant to Government Code § 6103

MEMORANDUM OF LEASE
This Memorandum of Lease (" Memorandum") is made and entered into as of July 20, 2021, by and between the CITY OF REDONDO BEACH, a Chartered Municipal Corporation, hereinafter referred to as ` Landlord" and SHAW KOEPKE & SATTER, LLP, a Limited Liability Partnership, hereinafter referred to as " Tenant"
A. Landlord and Tenant have entered in a Lease ( hereinafter, " Lease") dated as of July 20, 2021, for certain premises which are located on real property which is commonly described in Exhibit A of the Lease and incorporated herein by reference (the " Premises"). Copies ofthe Lease and Addendum are available for public inspection at Landlord' s office at 415 Diamond Street, Redondo Beach, CA 90277.

B. The Lease provides that a short form Memorandum shall be executed and recorded in the official Records of Los Angeles County, California.

NOW, THEREFORE, the parties hereto certify as follows:

1. Purpose of Memorandum of Lease. This Memorandum is prepared for recordation purposes only and it in no way modifies the terms, conditions, provisions and covenants of the Lease. In the event ofany inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the Lease, the terms, conditions, provisions, and covenants of the Lease shall prevail.

2. Term. This Lease commences July 20, 2021 and expires July 19, 2023, subject to Landlord' s termination rights.

3. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 50 IN WITNESS WHEREOF, the Landlord and Tenant hereto have executed this Memorandum of Lease in Redondo Beach, California, as of this 20TH day of July, 2021.

LANDLORD

CITY OF REDONDO BEACH
William C. Brand
Mayor
ATTEST:
g
Eleanor Manzano
City Clerk
APPROVED AS TO FORM:

Michael W. Webb
City Attorney
51 TENANT

AW KOE'PVE TER, LLP
W ..

Title:

SHAVJKOE-01 NMATA
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CERTIFICATE OF LIABILITY INSURANCE 711
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: H the cerBRcate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.

N SUBROGATION IS WAIVED, subjeet to the temp and conditions of the policy, certeln pollcles may require an endorsement A statement on this certificate does not sorter d hte te iM certMcam holder In lieu of such endon s . mpdKER

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INSURE 8AFFORpINe COVERAGE NAICI
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MH OCCURRENCE 1' OOB' 000
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INSURED INWRERB:

Shaw, Koepke and Saxer, LLP eIBURM c:
105 W Torrance BIM She 106
Redondo Beach, CA 902]]
IxSURER o:

MEDEXP M . 10. 0w
INWRER E:

NOURER F:

COVERAGE CERTIFICATE NUMBER, REVISION NUMBER'

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO MICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT M ALL THE TERMS.

EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. wMLC I
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REAR MTATME MA(
ACORD
25 (2016/ 03) ®1988. 2015 At The
ACORD mama and logo are registered marksof ACORD reserved.

CERTIFICATE OF LIABILITY INSURANCE

SII TYPEWINSUBAXCE
713 1

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS

IMPORTANT: Ifthe certificate holder is an ADDITIONAL INSURED, the policy(les) must M endorsed. M SUBROGATION 18 WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certMeate does not confer rights to the eedNicate hostler In lieu of such endomement(s).

PRODUCER CONTACT Mercer Mercer Heafth S Benefits Insurance Services, LLC NAME:
633 West Fifth Street, Suite 1200 re,,. DONN _ 800.842-3761 Loa Angeles, CA 90071 EMAIL FAx
213-346- 5806
CA Insurance License 90G39709
ADDRESS Np'
PRODucERcusroMER ID:

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105 West Torrence Boulevard, SUNS 106
INSURERS:

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ACORD 25 ( 2009/09) The ACORD name and logo are registered marks of ACORD CNA

BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM

BUSINESSOWNERS COMMON POLICY CONDITIONS

BLANKET ADDITIONAL INSURED PROVISIONS
A. ADDITIONAL INSURED— BLANKET VENDORS
Who Is An Insured is amended to include as an additional insured any person or organization ( referred to below as vendor) with whom you agreed under a' written contract' to provide insurance, but only with respect to " bodily injury" or " property damage" arising out of " your products" which are distributed or sold in the regular course of the vendor' s business, subject to the following additional exclusions:

The insurance afforded the vendor does not apply to:
a. " Bodily injury" or " property damage" for which the vendor Is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in to absence of the contract or agreement;
b. Any express warranty unauthorized by you;
C. Any physical or chemical change in the product made intentionally by the vendor, d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;
e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distdbuuon or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor' s premises in connection with the sale of the product; SB146932G ( 10. 19)

TABLE OF CONTENTS
I. Blanket Additional Insured Provisions
A. Additional Insured—Blanket Vendors
B. Miedellaneous Additional Insureds
C. Additional Provisions Pertinent to Additional Insured Comrage Copyright CNP Al Righla Rewrved.
7a. Prima — Nonoontriburtory provisien

7. b Definition of "written contract"

2. Addidonal Insured — Extended Coverage

11. Liability Extension Coverages
A. Bodily InJury — Expanded Definition
B. Broad Knxwletlge of occurrence
C. Estates I Representatives and Spouses
D. Fellow Employee First Aid
E. Legal Liability — Damage to Premises
F. Personal and Advertising Injury — Discrimination or Humiliation G. Personal and Advertising 1 " u — Broadened Eviction
H. Waiver of Subrogation - Blanket

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g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a Container, part or ingredient of any other thing or substance by or for the vendor; or It. ' Bodily Injury" or "property damage' arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf.

However, this exclusion does not apply to:
1) The exceptions contained in Subparagraphs d. or f.; or 2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products.

2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or Container, entering into, accompanying or Containing such products.

3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy.

4. This provision 2. does not apply if " bodily injury" or " property damage" included within the products -completed operations hazard" is excluded either by the provisions of the Policy or by endorsement.

B. MISCELLANEOUS ADDMONAL INSUREDS

1. Who Is An Insured is amended to include as an insured any person or organization ( called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract." However, subject always to the terms and Conditions of this policy, including the limits of Insurance, we will not provide the additional insured with:
a. A higher limit of insurance than required by such ' written contract;" b. Coverage broader than required by such %vrttten contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for " bodily injury' or " property damage" included within the " products. completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below.

Any Coverage granted by this endorsement shall apply only to the extent permitted by law.

Only the following persons or organizations Can qualify as additional insureds under this endorsement:
a. Controlling Interest
Any pentons or organizations with a Controlling interest in you but only with respect to their liability arising out of:
1) such person or organization's financial Control of you; or 2) Premises such person or organization owns, maintains or Controls while you lease or occupy these premises;
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provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured.
b. Co-owner of Insured Premises
A co-owner of a premises oo-owned by you and covered under this Insurance but only with respect to the co-owners liability for " bodily injury," " property damage" or " personal and advertising injury' as co-owner of such premises.

C. Grantor of Franchise
Any person a organization that has granted a franchise to you, but only with rasped to such person or organization's liability for ' bodily injury,' ' property damage; or " personal and advertising injury' as grantor of a franchise to you.
d. Lessor of Equipment
Any person or organization from whom you lease equipment, but only with respect to liability for bodily injury; " property damage' or "personal and advertising injury' caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such " bodily injury" or " property damage" or the offense giving rise to such personal and advertising injury' takes place prior to the termination of such lease. e. Lessor of Land
Any person or organization from whom you lease land, but only with rasped to liability to "bodily injury; " property damage" or ' personal and advertising injury' arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such ' bodily injury' or " property damage' or the offense giving rise to such personal and advertising injury," takes place prior to the termination of such lease. The Insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.

Lessor of Premises
An owner a lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury; " property damage' or "personal and advertising Injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the " occurrence giving rise to such " bodily injury' or " property damage' or the offense giving rise to such ' personal and advertising injury," takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured.
g. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver' s liability for " bodily injury; ' property damage' or ' personal and advertising injury' arising out of the ownership, maintenance, or use of a premises by you.

This Insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions
A state or govemment agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political SB146932G ( 10- 19) Policy No:

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subdivision' s liability for " bodily Injury," " property damage" or " personal and advertising Injury" arising out of:
1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies:
a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or
b) The construction, erection, or removal of elevators; or c) The ownership, maintenance or use of any elevators covered by this insurance; Cir
2) The permitted or aut onzed operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to:
a) " Bodily injury", " property damage" or " personal and advertising injury" arising out of operations perforrned for the state or government agency or subdivision or political subdivision; or
b) " Bodily injury" or "property damage" included within the "productsc pieted operations hazard."
With respect to this provision's requirement that additional insured status must be requested under a ' written contract; we will beat as a ' Written contract" any governmental permit that requires you to add the governmental entity as an additional insured.

I. Trade Show Event Lessor
With respect to your participation In a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to Include as an additional Insured, but only with respect to such person or organization's liability for " bodily injury; " property damage; or ' personal and advertising injury" caused by:
a. Your acts or omissions; or
b. Acta or omissions of those acting on your behalf;
in the performance of your ongoing operations at the trade show premises during the trade show event.

J. Other person or Organization
Any person or organization who is not an additional insured under paragraphs a. through I. above. Such additional insured is an insured solely or ' bodily injury," " property damage" or " personal and advertising injury' or which such additional insured is liable because of your acts or omissions.

The coverage granted by this paragraph does not appy to any person or organization:
1) For "bodily injury; " property damage; or "personal and advertising injury" arising out of the rendering or failure to render any professional services; 2) For ' bodily injury" or " property damage" included in the " products -completed operations hazard." But this provision ( 2) does not apply to such " bodily Injury" or "property damage" if:

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a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract; and b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "properly damage"; or 3) Who is afforded additional insured coverage under another endorsement attached to this policy.

C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE

1. With respect only to additional insured coverage provided under paragraphs A. and B. above:

The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance:

This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, N a Vritten contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and noncontributory relative solely to insunmos on which the additional insured is a named insured.
b. Under Liability and Medical Expense Definitions, the following definition is added:

Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement:
7) Is currently in effect or becomes effective during the term of this policy; and 2) Was executed prior to:
a) The "bodily injury" or "property damage;" or
b) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage.

2. With respect to any additional insured added by this endorsement or by any other endorsement attached to this Coverage Part, the section entitled Who Is An Insured is amended to make the following natural persons insureds.

If the additional insured is:
a. An individual, then his or her spouse is an insured; b. A partnership or joint venture, then its partners, members and their spouses are insureds; C. A limited liability company, then its members and managers are Insureds; d. An organization other than a partnership, joint venture or limited liability company, then Its executive officers, directors and shareholders are insureds; or e. Any type of entity, then Its employees are insureds; SB140932G ( 10- 19) Policy No:

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but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Furthermore, employees of additional insureds are not insureds with respect to liability arising out of:
1) " Bodily injury' or "personal and advertising Injury' to any fellow employee or to any natural person listed In paragraphs a. through d. above; 2) ' Property damage" to property owned, occupied or used by their employer or by any fellow employee; or
3) Providing or failing to provide professional health care services.

II. LIABIUr Y MENSION COVERAGES
It is understood and agreed that this endorsement amends the Businessownere Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply.

A. Bodily Injury— Expanded Definition
Under Liability and Medical Expenses Definitions, the definition of ' Bodily injury" is deleted and replaced by the following:

Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease.

B. Broad Knowledge of Occurrence
Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following:

Paragraphs a. and b. above apply to you or to any additional insured only when such " occurrence; offense, claim or "suit' is known to:
1) You or any additional insured that is an individual; 2) Any partner, if you or an additional insured is a partnership; 3) Any manager, if you or an additional insured is a limited liability company; 4) Any "executive officer" or insurance manager, if you or an additional insured Is a corporation; 5) Any trustee, if you or an additional insured is a trust; or 6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity.

This paragraph applies separately to you and any additional insured.

C. Estates, Legal Representatives and Spouses
The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or properly SB146932G ( 10- 19) Policy No:

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transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors a omissions in the conduct of the Named Insured' s business.

D. Fallow Employee First Aid Coverage
In the section entitled Who Is An Insured, paragraph 2.a. 1. is amended to add the following:

The limitations described in subparagraphs 2.a.1.( a), ( b) and ( c) do not apply to your "employees" for bodily injury" that results from providing cardiopulmonary resuscitation or other first aid services to a co - employee or "volunteer worker' that becomes necessary while your "employee" is Pa. fomning duties in the conduct of your business. Your " employees" aro hereby insureds for such services. But the insured status conferred by this provision does not apply to "employees" whose duties in your business are to provide professional health care services or heatlh examinations.

E. Legal Liability— Damage To Premises
Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following:
k. Damage To Property
Property damage" to:

1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization a entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason.

Including prevention of injury to a person or damage to anthers property;

2. Premises you sell, give away or abandon, lf the "property damage" arises out of any part of those premises;

3. Property loaned to you;

4. Personal property in the care, custody or control of the insured;

5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or S. That particular part of any property that must be restored, repaired or replaced because your work" was incorrectly performed on h.

Paragraph 2 of this exclusion does not apply if the premises are your work" and were never occupied, rented or held for rental by you.

Paragraphs 1, 3, and 4, of this exclusion do not apply to " property damage" ( other than damage by fire or explosion) to premises:
1) rented to you:
2) temporarily occupied by you with the permission of the owner, or 3) to the contents of premises rented to you for a period of 7 or fewer consecutive days.

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A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance.

Paragraphs 3, 4, 6, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement.

Paragraph 6 of this exclusion does not apply to " property damage" included in the products -completed operations tuaard."

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph ( 14) of the exclusion entitled Personal and Advertising injury:

Exclusions c, d, e, f, g, h, i, k, I, in, n, and o, do not apply to damage by fire or explosion to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of insurance.

3. The first Paragraph under item S. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following:

The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You Limit. The Damage to Premises Rented to You Limit is the greater of:
a. $ 1, 000,000; or
b. The Damage to Premises Rented to You Limit shown in the Declarations.

F. Personal and Advertising Injury— Discrimination or Humiliation Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following:
h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only If such discrimination or humiliation is:
1) Not done intentionally by or at the direction of:
a) The insured; or
b) Any " executive officer," director, stockholder, partner, member or manager ( f you are a limited liability company) of the insured; and 2) Not directly or indirectly related to the employment, prospective employment, past employment or lamination of employment of any person or person by any insured.

2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions:
15) Discrimination Relating to Room, Dwelling or Premises

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Caused by discrimination directly or indirectly related to the sale, rental, lease or sublease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured.
16) Employment Related Discrimination
Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured.
17) Fines or Penalties
Fines or penalties levied or imposed by a governmental entity because of discrimination.

3. This provision ( Personal and Advertising Injury — Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement.

G. Personal and Advertising Injury - Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of -Personal and advertising injury' is amended to delete Paragraph c. and replace it with the following:

C. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor.

H. Waiver of Subrogation — Blanket
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a written contract that requires such a waiver.

All other terms and conditions of the Policy remain unchanged.

This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy.

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Redondo Beach City CouncilSeptember 5, 2023

Redondo Beach City Council
September 5, 2023