Agenda packet — Santa Ana City Council, February 15, 2022 (part 5 of 9)

EXHIBIT 1
City Council 21 – 19 2/15/2022
7737 Kenamar Cour� �
San Diego, CA 92121 . / ,..;�
1 877 630 6638 ,,--.,::,
ipsgroup.com V GROUP
;
We can supply these upgrades shortly after you may elect to purchase the upgrades and can do this at times/intervals that ensure that there is no loss of revenue for the City. This will ensure the longevity of the City's fleet and further ensure that the City is not obliged to spend additional capital on its parking assets for many years to come.

As IPS is the manufacturer of the MS'M meter, IPS is the only company that can upgrade your 4G modems. This is a proprietary product designed and manufactured solely for IPS meter technology.

We await your decision. If you need anything further from us to assist you in moving forward please do not hesitate to contact us.

Respectfully,
Chad P Randall, COO - IPS Group Inc.

City of Sant Ana
From IPS Group Inc. Page 2 of 2
EXHIBIT 1
City Council 21 – 20 2/15/2022

ATTACHMENT B

PRICING
EXHIBIT 1
City Council 21 – 21 2/15/2022

ATTACHMENT B

PRICING
City of Santa Ana (COSA) has approximately 575 !PS Smart Meters that are in need ofa modem upgrade because they currently have a 2G modem in which Verizon and T-Mobile will no longer be able to support as of December 2022. In order to keep the Smart Meters functioning properly, a modem upgrade is needed to 4G before December 2022. COSA has the option to upgrade the Smart Meters at the price per unit listed below.

As an additional option, COSA may opt in to a new warranty option based on the terms and prices listed below.

MKS Single-Space 4G Modem Upgrade Capitol Cost
Product/Service
4G Modem Upgrade (Includes new solar panel)
Optional: RMA Repair Service (includes 90 day warranty) Shipping
Optional: Extended Warranty (per 12 month period)
Optional: Extended Warranty (60 month period)
*City may exercise this option at any point up to 1 year from date of repair * Extended warranties are only available on items that undergo RMA Repair Service. *Warranty starts on date RMA Repair Service is completed.

SINGLE-SPACE AND SENSORS
Price per unit
$185.00
$95.00
Free
$60.00
$210.00
COSA has the option to purchase sensors at any point throughout the duration of the term of this agreement.

Capital and Ongoing Costs
Product/Service Price per unit
MS'" JPS Credit Card-Enabled Single-Space Meter $495.00 (includes 12-month warranty, RFID tag) Optional: Add BLE capability $65.00
Optional: Add NFC contactless payment capability $45.00 Optional: Extended Warranty (per 12 month period) $50.00 Optional: Extended Warranty ( 48 month period) $170.00
Dome Mount Vehicle Detection Sensors (includes 12-month warranty) $295.00 Pole Mount Vehicle Detection Sensors (includes 12-month warranty) $295.00 Shipping (Ex Works -to be quoted based on ship to zip code) TBQ Installation (to be quoted based on scope) TBQ

Page 1 of 9 ends

EXHIBIT 1
City Council 21 – 22 2/15/2022
M5'" Ongoing Fees Option 1 Option 2
Secure Wireless Gateway /Data Fee and Meter Management $6.25 $8.75 System Software License Fee (per meter per month) Secure Credit Card Gateway Fee (per transaction) $0.13 $0.06 Optional: Merchant Processing Fees (per transaction) To be quoted based on volume Optional: AP! or Data Integration Services To be quoted based on need * COSA has the option to remain at the existing license fee as listed in Option 1 or change to Option 2 at any point throughout the duration of this agreement
Vehicle Detection Sensors Ongoing Costs Cost per space per month Management System/Base Data Fee $3.50
Optional: Real Time Reporting Fee $2.75
Note: This pricing is FOB, /PS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invo,ce, !PS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPl-U) for the U.S. City Average compounded annually.

Spare Parts
COSA has the option to purchase spare parts as needed based on the price list as show below. COSA and JPS may negotiate competitive pricing for bulk orders as needed/requested.

MS'" parking meter Spare Part Pricing MS'"
Single Space Electronic Meter Mechanism $495.00
Card Entry Keypad Assy $55.00
Hybrid Card Reader $52.00
Coin Validator $75.00
Complete Top Cover (with Lexan insert) $75.00
Lexan for Top Cover $25.00
Coin Entry Slot $2.00
MS Battery Pack (H3) $35.00
MS Battery Pack (HS) [available on the 147 /247 models only) $45.00 Solar Panel / Communications Board $185.00
Main Board $185.00
Display Board $95.00
Display Board with NFC $140.00
BLE Beacon Upgrade $65.00
RFID Tag $10.00
MKS Batter Charger (daisy chain charging unit) $125.00
Card Reader Cleaning Card featuring Waffletechnology® ( 40) per box $54.00 !PS vehicle detection sensor $295.00
Battery Replacement (per D-cell) $20.00

Page 2 of 9 ends

EXHIBIT 1
City Council 21 – 23 2/15/2022
Note: This pricing is FOB, JPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. JPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-UJ for the U.S. City Average compounded annually.

MULTI-SPACE METERS
COSA has the option to purchase the following equipment as needed throughout the duration of this agreement.

MS1'" Multi-Space Price Per Unit
!PS MS1'" Multi-Space Pay Station - Pay and Display, Pay-by-Space, or Pay-byPlate (Monochrome Display, Card and Coin, Solar powered, Includes 12-month $5,850.00 warranty)
!PS MS3'" Multi-Space Pay Station - Pay and Display, Pay-by-Space, or Pay-byPlate (Color Display, Card and Coin, Solar powered, Includes 12-month $6,600.00 warranty)
Shipping and Installation (per unit) - During normal business hours. (Ex Works -to be quoted based on final scope of work. Concrete work is not TBQ included)
Optional: Contactless Card Reader (NFC) $399.00
Optional: Add for Bill Note Acceptor (BNA) and 1 Stacker $1,250.00 Optional: Additional Coin Box $195.00
Optional: Additional BNA Stacker $230.00
Optional: MS1 Extended Parts Warranty (per 12 month period) $295.00 Optional: MS3 Extended Parts Warranty (per 12 month period) $395.00 MS1 '" Ongoing Costs On-Street Off-Street
Secure Wireless Gateway/Data Fee and Meter Management $55.00 $25.oo / $55.oo System Software License Fee (per meter per month) Secure Credit Card Gateway Fee Included $0.13 / $0.06 (per transaction) Optional: Merchant Processing Fees (per transaction) To be quoted based on volume Optional: AP! or Data Integration Services To be quoted based on need Note: This pricing is FOB, JPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. JPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPI-UJ for the U.S. City Average compounded annually.

Page 3 of 9 ends

EXHIBIT 1
City Council 21 – 24 2/15/2022
Spare Parts
Spare Parts List MSl'" MS3'"
Standard Card Reader Assembly $129.00 $149.00
AC power upgrade kit $150.00 $150.00
Coin Validator Assembly $75.00 $95.00
Bill Note Acceptor Assembly (with 600 note stacker)* $1,250.00 $1,250.00 Additional 600 note stacker cartridge* $230.00 $230.00
Solar Panel Replacement Kit $795.00 $895.00
Main Operating Board $995.00 $995.00
4G wireless modem assembly $250.00 $250.00
LCD Display only (monochrome) $295.00 n/a
LCD Display only (color) n/a 1,100.00
Armored Display Glass $125.00 $125.00
Thermal Printer $795.00 $795.00
4-key Horizontal Keypad $69.00 $69.00
4-key Horizontal Keypad $69.00 n/a
4-key Vertical Keypad $69.00 n/a
6-key Horizontal Keypad $75.00 $75.00
Pay-by-Space Keypad Assembly $195.00 $195.00
Pay-by-Plate Alphanumeric Keypad Assembly $225.00 $225.00 Coin Shutter $195.00 $195.00
Contactless Payment Reader (NFC) $735.00 $735.00
E-lock $175.00 $175.00
Battery 32Ah (rechargeable) $324.00 n/a
Battery 72Ah (rechargeable) $450.00 $450.00
Additional Large Coin Canister $195.00 $195.00
Additional Small Coin Canister $95.00 $95.00
Standard Paper Rolls (standard) $25.00 $25.00
annrox 2000 3" tickets (.0045" thick1
Sticky Back Paper Rolls $30.00 $30.00
annrox. 2400 2.75" tickets (.004" thick)
Note: This pricing is FOB, JPS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. !PS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CP/•U) for the U.S. City Average compounded annually.

Page 4 of 9 ends

EXHIBIT 1
City Council 21 – 25 2/15/2022

MOBILE PAYMENTS
ParkSmarter'" Mobile Payment Solution
Product/Service Price per unit
ParkSmarter'" mobile payment decals for SSPM $2.00
ParkSmarter'" mobile payment decals for MSM TBQ
Decal Shipping TBQ
On-site Setup and Installation see below
Additional signage or scope of work to be quoted upon request TBQ On-site setup: IPS shall provide the City with instructions on how to setup / install decals in support of the ParkSmarter'" mobile payment application. However, !PS will send staff to provide installation and setup services. The costs for these services will be based on the costs of travel, rental car, hotel, and per diem expenses and will be added to the setup invoice at the completion of the service based on $950/day/person.

Pet· Transaction Fees Fees
Secure Credit Card Gateway Fee [per transaction) $0.13
Optional: Pushing Time to Meter $0.10
Optional: Merchant Processing Fees [per transaction) $0.06-$0.08 Per transaction fees: !PS shall charge the City the same per transaction gateway fee as we currently charge for the meter program in place today. No additional convenience charges are required, but can be added to the user transaction if the City does not wish to pay this fee.

Preferred Card Processing Rates: Using our own payment provider !PS can provide preferred pricing for small ticket mobile payment merchant processing. Quotes for this service are available upon request.

Integration Services
Product/Service Price per unit
Implementation with 3'' party for enforcement TBD
Customizations $200/hr
Implementation: !PS shall integrate with 3,, party enforcement software or !PS can provide the City with !PS enforcement software at prices not included in this proposal. If any city designated 3,, party charges !PS for such implementation, then those charges will be passed along to the City at !PS costs.

Note: This pricing is FOB, !PS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. !PS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPJ-U) for the U.S. City Average compounded annually.

Page 5 of 9 ends

EXHIBIT 1
City Council 21 – 26 2/15/2022
REPLACEMENT PARTS & REPAIR SERVICES:
!PS shall provide warranty and non-warranty repair services based out of our office in San Diego, CA. For repair services not able to be first achieved on-site by the Customer or by phone, these meters will be returned to !PS at 7737 Kenamar Court, San Diego, CA, 92121, for repair or rework and !PS will endeavor to ship within 3-4 weeks of receipt, depending on the quantities received and work schedules. ALL RETURNS REQUIRE AN "RMA" NUMBER prior to shipment to !PS in order to avoid additional delays. An RMA may be requested by contacting the responsible !PS customer support manager, by contacting the !PS Help desk, phone ((877) 630-6638 or (858) 404-0607) or email ([email protected]). All items returned to !PS must be securely package to avoid further damage in shipment and all shipments will be via Ground Freight Service unless expedited service and payment of associated fees are requested. Automated RMA tracking, including work performed to repair meters, can be viewed at any time using !PS meter management system.

Product/Service Price per unit
Single Space M3'" Non-Warranty repair work (includes parts/labor) $125.00 + shipping
Single Space MS'" Non-Warranty repair work (includes parts/labor) $95.00 + shipping
Multi-Space MSl'" To be quoted Non-Warranty repair work On-site technical services: shall be quoted to include labor, travel costs, $150 per accommodation, car rental and per diem costs. Spare Parts shall be quoted and hour or $950 added to final costs based on the identified needs. per day Shipping costs for any of the above shall be added to the final invoice Note: This pricing is FOB, !PS Group, San Diego, CA. Sales taxes and shipping charges will be added to the final invoice. /PS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index for All Urban Consumers (CPl�U) for the U.S. Cit;y Average compounded annually.

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EXHIBIT 1
City Council 21 – 27 2/15/2022
JPS Limited Warranty
!PS will provide a limited parts warranty for any new meter or sensor product manufactured and supplied by IPS for 12 months under normal use. The warranty protects against defects in materials and workmanship from the point of installation or 15 months from the date of delivery, whichever is sooner, and 90 days from the date of delivery received in the case of spare or repaired products. Software Services are provided "as-is" and JPS shall provide bug fixes at no cost during the contract term.

Additional Warranty Provisions: IPS must have the opportunity to assist in the initial deployment and system installation. Repair or replacement under warranty of any defective product (including any meter or subcomponent) does not extend the warranty period for that product or subcomponent. IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period, with transportation costs pre-paid by the customer. Returns for credit will only apply once IPS has received defective product (including any meter or subcomponent) and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. JPS strongly recommends that customers prepurchase spare parts inventory for immediate access. Defective parts can be replaced immediately from customer stock and IPS shall replace such components upon receipt and determination of defect. On-site labor is explicitly not included in this limited warranty. Customer shall be sufficiently trained to perform all on-site work, including meter or sub-component removal/replacement. !PS can provide additional on-site services under a separate maintenance agreement or quoted on an as-needed basis. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE IPS'S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF IPS'S LIABILITY FOR A WARRANTY CLAIM IS LIMITED

TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT OR DEFECTIVE SERVICE OR SOFTWARE AT THE SOLE OPTION OF IPS. IPS AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR

REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIPMENT AND/OR

SERVICES OR SOFTWARE PROVIDED INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE,

MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT IPS KNOWS, HAS

REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE.

Exclusions: Warranty voided with use of imitation or non-genuine IPS replacement parts, un-authorized alterations, abuse, vandalism, improper installation by customer, handling or general misuse to the equipment (hardware or software), including attempted repairs that result in damage. Warranty specifically excludes any consummable items such as paper, batteries, etc. Software warranty is void if usernames and/or passwords are shared with 3 rd parties,
or allowance of 3rd party access to JPS software without !PS written consent. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet services or cellular telecommunication failures caused by any of the events or causes described above. JPS provides no warranty with respect to any 3rd party hardware or software, whether supplied in connection with this Agreement or otherwise.

Preventative Maintenance: The primary operational elements will be a working battery, card reader, coin validator and printer (if applicable). All product surfaces should be kept clean with mild soap and water. No harsh chemicals should be used on any plastic surfaces. The card reader heads should be cleaned with a cleaning card every 1-2 months to ensure optimum performance. Cleaning cards may be purchased from !PS. Batteries should be replaced when notified by the IPS Data Management System. At 6 month increments, the coin validator shall be visually inspected for any damage or debris. Compressed air may be used to keep the card reader, coin acceptor or printer (if applicable) clear of debris, every 6 months. Additional preventative maintenance shall be administered by customer staff at such time as it is apparent to be necessary, even if it should occur on a more frequent basis than described herein.

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EXHIBIT 1
City Council 21 – 28 2/15/2022
Alternative Parking Payment Model
Subject to the final quantities and total cost, JPS can provide the City with an alternative payment option which is based on the increased revenue generated by converting coin meters to JPS credit card meters. The City may pay more up front to reduce the total monthly payments. JPS will provide a complete amortization schedule in final agreement.

Formula for Alternative Payment Model:

ALL PARKING REVENUES (Cash and card) - (less) MONTHLY JPS FEES - BASELINE REVENUE= MONEY REMAINING to pay for IPS HARDWARE PAYMENT.

Definitions:
• Cash: IPS data management system will be used to quantify the monthly cash generated by the meter system.
• Card: Revenues which are generated using credit/ debit card at IPS meters. IPS will hold the merchant account and reconcile each month with the City, no later than 10 business days following the end of each calendar month.
• MONTHLY IPS FEES: as defined in IPS Pricing, all monthly IPS service, credit card gateway fees are paid first out of the parking money generated by both cash and card. • MONTHLY IPS HARDWARE PAYMENT: Monies paid towards the IPS meter hardware on a schedule defined by IPS. The MONEY REMAINING will be used to first pay for the IPS MONTHLY HARDWARE PAYMENT. If there is not enough MONEY REMAINING in each calendar month to pay for the full MONTHLY IPS HARDWARE PAYMENT, then IPS would receive 100% of what is available, and the remaining payment balance for MONTHLY IPS HARDWARE PAYMENT would be deferred and would accumulate until paid in full during future periods.
• BASELINE REVENUE: Shall be the average monthly revenue generated by the parking meter system for the areas to be upgraded over the last 12 months. This amount is defined by this Agreement as [To be Determined].

Key terms and conditions of the Alternative Pricing Proposal:
• The lPS MONTHLY JPS FEES AND CC FEES shall continue for so long as the meters are installed and are necessary for the ongoing operation of the meters. • IPS Group retains complete ownership and title to all equipment until the IPS HARDWARE PAYMENT is paid in full.
• Number of metered spaces and number of paid parking days cannot decrease by more than 5% during the term, unless there are exceptional situations, for example construction, which will be discussed with IPS in advance.
• Parking meter rates cannot decrease below current rates.

Page 8 of 9 ends

EXHIBIT 1
City Council 21 – 29 2/15/2022
• Parking enforcement staffing cannot decrease during the term of the Agreement, and City cannot materially lessen enforcement that would result in lower meter payment compliance.
• City staff shall continue to maintain all equipment according to recommended practices for preventative maintenance and shall respond in a timely manner to any meter alerts in the field with a target of 24 hours response time.
• City shall purchase all necessary spare parts and pay for any repair services as needed, including but not limited to accidents or vandalism.
• JPS shall bear risk of loss of the Equipment, including any damage sustained during transportation to the delivery site. Risk in the Equipment shall pass to City upon delivery.

Transfer of title to Equipment shall only pass to City upon full payment for the Equipment. • The program contains a 12-month parts warranty, unless extended warranty is included in the costs provided by this program. After this time, the City shall become responsible for warranty repairs and associated costs.

JPS Is relying on City information related to parking meter revenues. Specifically, referring baseline revenue over the last 12 months which is [to be determined]. This is a material fact upon which JPS is making this proposal. Failure for the system to generate similar revenue in future years will require the parties to negotiate in good faith to find an equitable solution, including an adjustment of the payments schedule, term of the agreement, catch-up payments or return of the parking meters to JPS. In the event that meters are returned to JPS, no revenues received by JPS shall be refundable to the City. This process shall be initiated by JPS based on the payments received and revenue performance of the system every six (6) months.

Page 9 of 9 ends

EXHIBIT 1
City Council 21 – 30 2/15/2022
IPS Limited Product Warranty
IPS will provide a limited parts warranty for any new meter or sensor product manufactured and supplied by IPS for 12 months under normal use. The warranty protects against defects in materials and workmanship from the point of installation or 15 months from the date of delivery, whichever is sooner, and 90 days from the date of delivery received in the case of spare or repaired products. Software Services are provided "as-is" and IPS shall provide bug fixes at no cost during the contract term.

Additional Warranty Provisions: JPS must have the opportunity to assist in the initial deployment and system installation.

Repair or replacement under warranty of any defective product (including any meter or subcomponent) does not extend the warranty period for that product or subcomponent. IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period, with transportation costs pre-paid by the customer. Returns for credit will only apply once IPS has received defective product (including any meter or subcomponent) and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. IPS strongly recommends that customers pre-purchase spare parts inventory for immediate access.

Defective parts can be replaced immediately from customer stock and IPS shall replace such components upon receipt and determination of defect. On-site labor is explicitly not included in this limited warranty. Customer shall be sufficiently trained to perform all on-site work, including meter or sub-component removal/replacement. JPS can provide additional onsite services under a separate maintenance agreement or quoted on an as-needed basis. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE IPS'S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF IPS'S LIABILITY FOR A

WARRANTY CLAIM IS LIMITED TO THE REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT OR DEFECTIVE SERVICE OR SOFTWARE AT THE SOLE OPTION OF IPS. IPS AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS,

OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIPMENT AND/OR SERVICES OR

SOFTWARE PROVIDED INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, OR

FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT IPS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR

IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE.

Exclusions: Warranty voided with use of imitation or non-genuine IPS replacement parts, un-authorized alterations, abuse, vandalism, improper installation by customer, handling or general misuse to the equipment (hardware or software), including attempted repairs that result in damage. Warranty specifically excludes any consummable items such as paper, batteries, etc. Software warranty is void if usernames and/or passwords are shared with 3 rd parties, or allowance of 3rd party
access to 1PS software without IPS written consent. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet services or cellular telecommunication failures caused by any of the events or causes described above. IPS provides no warranty with respect to any 3
rd party hardware or software, whether supplied in connection with this Agreement or otherwise.

Compressed air may be used to keep the card re ader, coin acceptor or printer (if applicable) clear of debris, every 6 months.

Additional preventative maintenance shall be administered by customer staff at such time as it is apparent to be necessary, even if it should occur on a more frequent basis than described herein.

EXHIBIT 1
City Council 21 – 32 2/15/2022
IPS Limited Enforcement/Permitting Software Warranty
IPS will provide a limited parts warranty for any physical product, such as handhelds or printers, in accordance with the manufacturer's warranty. Software Services are provided "as-is" in accordance with the scope of services, and shall perform substantially in accordance with an identifiable set of functional specifications. IPS shall provide bug fixes and generally available upgrades at no cost during the contract term.

Additional Warranty Provisions: IPS must have the opportunity to assist in the initial deployment and system installation.

Repair or replacement under warranty of any defective product does not extend the warranty period for that product or subcomponent. IPS will either repair or replace products or subcomponents, at our discretion, that are found to be defective within the defined warranty period, with transportation costs pre-paid by the customer. Returns for credit will only apply once IPS has received defective product and confirmed that defects were within the warranty period and are covered under the terms and conditions of the warranty provided. THE WARRANTIES CONTAINED IN THE AGREEMENT DOCUMENTS ARE IPS'S SOLE AND EXCLUSIVE WARRANTIES. THE EXTENT OF IPS'S LIABILITY FOR A WARRANTY CLAIM IS LIMITED TO THE

REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT OR DEFECTIVE SERVICE OR SOFTWARE AT THE SOLE OPTION OF IPS. IPS AFFIRMATIVELY EXCLUDES ANY AND ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR

IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE EQUIPMENT AND/OR SERVICES OR SOFTWARE PROVIDED INCLUDING

ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY

PURPOSE (WHETHER OR NOT IPS KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ARISING BY LAW OR BY REASON OF CUSTOM OF THE TRADE. NOTWITHSTANDING

ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR

SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE,

INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES OR OTHER MONETARY LOSS, ARISING OUT OF OR

RELATED TO THIS AGREEMENT AND ANY ACTIONS OR OMISSIONS WITH RESPECT THERETO, WHETHER OR NOT ANY SUCH

MATTERS OR CAUSES ARE WITHIN A PARTY'S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF A

PARTY, ITS AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN TORT, CONTRACT, BREACH OF WARRANTY OR OTHERWISE. ANY LIABILITY INCURRED BY IPS IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE CONTRACT VALUE AS SET FORTH IN THIS AGREEMENT.

Exclusions: Warranty voided with use of imitation or non-genuine replacement parts, un-authorized alterations, abuse, vandalism, products subjected to unusual physical or electrical stress, improper handling or general misuse to the equipment (hardware or software), including attempted repairs that result in damage. Warranty specifically excludes any consummable items such as paper, batteries, etc. Software warranty is void if usernames and/or passwords are shared with 3 rd parties, or
allowance of 3
rd party access to IPS software without JPS written consent, or any unauthorized changes or attempts to change IPS software. Force Majeure: IPS shall not be liable for any warranty provisions where such product failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity, internet services or cellular telecommunication failures caused by any of the events or causes described above. IPS provides no warranty with respect to any 3 rd party hardware or software, whether
supplied in connection with this Agreement or otherwise.

EXHIBIT 1
City Council 21 – 33 2/15/2022
Community Development Agency
www.santa-ana.org/cd
Item # 22
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 15, 2022
TOPIC: Increase Spending Capacity for the Homeless Navigation Center Construction AGENDA TITLE:

Approve Increase in Spending Capacity with Dyer 18 LLC for Unforeseen Tenant Improvement Costs Relating to the Homeless Navigation Center (Non-General Fund)

RECOMMENDED ACTION
Authorize the City Manager to increase spending capacity with Dyer 18, LLC for tenant improvements at the Homeless Navigation Center, in the amount of $2,000,000.

DISCUSSION
On March 2, 2021, the City Council approved a lease agreement with Dyer 18 LLC for an industrial building located at 1815 Carnegie Avenue to be used as a homeless navigation center. This lease agreement included tenant improvements (construction), as well as a purchase option. The original tenant improvement costs were estimated as $8,500,000 with an additional contingency of $850,000.

It has become apparent that the original estimate to complete the tenant improvements will be insufficient to complete the work on this site based on reoccurring unanticipated costs, COVID-19 pandemic-related expenses, and changes in scope. For example, the COVID-19 pandemic has posed significant challenges for supply chains and goods nationwide. Furthermore, there was a disruption in service when goods were unavailable, along with an increase in costs of goods. Specifically, when the current contractor evaluated and estimated construction related costs to make the location habitable, various items were believed to have been completed by a prior construction. It was determined, however, that all work performed by the prior construction entity needed to be re-addressed and or altered. Costs associated with these unforeseen issues were not originally part of the original cost estimate. Additionally, with the goal of opening the site as quickly as feasible, overtime pay was approved as a contingency response. The totality of issues at the site have created these unforeseen financial impacts, and therefore necessitate increased expenditures in the amount of approximately $2,000,000, for a total of $11,350,000 to complete construction and allow occupancy.

City Council 22 – 1 2/15/2022
Increase Spending Capacity for the Homeless Navigation Center Construction February 15, 2022

Page 2 ends

FISCAL IMPACT
Funds in the amount of $2,000,000 are available in the Homeless Housing, Assistance and Prevention Program (HHAP) 2 grant, Building Improvement account (no. 12218716- 66200) for expenditure in the current fiscal year.

EXHIBIT(S)

1. Lease including Addendum

2. Schedule of Values Matrix
Submitted By: Steven Mendoza, Assistant City Manager
Approved By: Kristine Ridge, City Manager
City Council 22 – 2 2/15/2022
MAR O 9 2021
Q: C,DP\ l•') (1-{vv'I -�q,,t,,,-_�)ft'\"
-QUIRED
ii� OGE•:)
AIRCRS

STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
I. 8'ulc Pr011lllons f'B11lc Provision,•).

1.1 Put1ei. This Lease ("lease"), dated for reference purpom only March 1. 2021 . ls made by and between DYER 18. LLC ("l.auor") and -1!:if...

CITY OF SANTA ANA ("Lusae"l, (collectlvoly tho "Putiu," or lndtvldually a •Party"),

1.2 Preml1es: That cenaln real property, Including all lmprowm<,nls therein or lo be provlded by Lessor under the lorms of this tease, commonly known as (street address, city, state, zip): 1815 EAST CARNEGIE AVENUE. SANTA ANA. CA 92705 ("Premises"). The Premlm are located In the County of ORANGE , and an? generallydescrl>ed as (dewlbe briefly the nature or thepro�rty and, If applicable, the "Pro)Kt," If the property Is located within a Project):

AN APPROXIMATE 29,503 SQUARE FOOT FREESTANDING INDUSTRIAL BUILDING • (See also Paragraph 2) 1Q12._

1.3 Term: .li._ years and .Q__ months ("Orlalnal Term") commencing March , 2021 ("Commenc.emem Date") and ending January 31. ('bpi ration Da�•,. (Ste also Paragraph 3)

1.4 Early PM!e'5lon: If the Premises il/e available Lessee mav have non-exclusive possession of the Premises commencing .!:lf.L ("Ear1y Pouaulon Data'). (See also Paragraphs 3.2 and 3.3)

1.5 Bue Rant: $61,666.00 �r month ("Bese Rent"), payable on the � dav of each month commencing SEE ADDENDUM , (See also Pora graph 4)
D If this bo,<ls checkod, tha111 are provtslons In this Lease for the Base Rent to be adjusted. s.., Pua graph SEE ADDENDUM

1.6 B•Je Rent and Oth■r Monios Paid Upon fxecut1on,
(•I Bo<• Ront: $61,666.00 for the period 1ST MONTH RENT . (bl Security Ooposlt: $200.000.00 ("Security Deposit'). (See also Paragraph 5) (c) Assoclat1on Feu: __ for the pertod __ .
(d) Other: for
(el Total Due Upon Executlon olthls LUSI!! $261,666
1 .7 Ag�ed Use: EMERGENCY HOMELESS SHELTER AND ANCILLARY USES . (See •lso Paragraph 61

1.8 lnsurlna Party. Lessor Is the "Insuring Partv" unless otherv.!se nate<I herein. (� al10 Par•sr1ph 8)

1.9. Real Estate Brohn. (See also Paragraph 15 and 25)
(a) Representation: £.!ch Party acknowledges receiving a Dis.closure Regarding fteal Estate Agency Relattonshlp, conftrms and consents to the following agency n?lat1onshlps In 1h15 Lease with the foll owing real estate brokers ('Brokar(s)") and/or their agents ('�nt(s)"):

Lessor's Brokerage Firm J:Y.A_ Ucense No. __ Is the bro�, of (check o�): D the Lessor; or LJ both the Lessee and Lessor {dual agent).

Lessor's Aaent Jjj.A_ tleense No. __ ls (check onel: D the lessor's �nt (salesperson or broker associate); or D both the Lessee's Agent and the Lessor's Aaent (dual agent).

Lessee's Brok<irage Firm J:Y.A_ LICEnse No. __ Is the broker of (cileck one): D the Lessee; or D both the Lesseo and Lessor (dual agent). t.tssee'sAgent .1:Y.A_ UcenseNo. __ ls (check one): D theles.ee's Agent(salesperson orbrokerauoclate); or D both the Lessee's Agent and the lessor's Agent (dual agent).
(bl Paymentto Brokers. Upon execution and delivery of this Lease by both Partlei, Lessor shall pay to the Brokers the brokerase fee agreed to In a separate written •ereement (or If then? Is no such agreement, the sum of __ or __ l$ of the tocal Base Rent) for the brokerage services rendered by the Brokers.

1.10 Guarantor. The 9bllg;i�eA, 9f lhe Lu,oe u�der 1h11 bea,e a,e lo be gya�•leed lly l'i&__ ("Gua�ntor"). (� also Paragraph 37)

1.11 Attachments. Attiehed he<eto are the fonowtng, au of which cons11tute a part of this Lea�:
� an Addendum consistlng of Paragraphs S 1 through 70 ; D a plot plan depicting Iha Premlso,;
-- --
0 a current set of the Rules and Rtgulatlons;
D a Work Letti,r;
D other (specify): _ .

2. Premises.

2.1 lett1n1. Lessor hereby leases to Lessee, and Lossee herebv leases from Lessor, the Premises, for the tenm, at the rental, and upon all of the terms, covenants and conditions set fonh In this Lease. While the 1pproxlma� square footage of th• Premises may have been used In the marketing of the Pn?mlses for purposes of comparison, the Base Rent stated herein Is NOT tled to square footage and Is not subject to adjustment should the acl\lal site be detenmlned to be different. NOTE: lessee lsad...tsed to ""'"ly the actual Jilt prior to uecut1ng thls Luse.

2.2 C0<1dltlon I u,o, ,�all dal�·•r U,11 P,oml••• lo LIHIIG Ii••-claao aAd lru or d1b1lc on lho C::gmA1oncemen• Olla or \ho ,a•!\< RomK£1oo Dato, •uhich, .. o, ""I°''�" ("Stul Date"), and. iO lgne Ji lbt �qllltod (tP•lca cgntn.u do,e<lbod In Racasc:apb l J(bl below a•o obt:llnad by I OIIH ••d I• •ti••' wlU>ln thiny d11•• fQllowlAS lh• Stut 01t11, IN�FUAt, thal th:a ex!,dne electrkal pl11mblne, ffce ,pdnklac, UshdPS, hazdAfl, uonOl?ctne and ]It rcodldoPIP8 P;IIQMf , ... HW:C .. ), toadlne door,, wmp pump,, If JQt,: and 1H other wch al&t=PGAU In tha Premlcos, other 1h10 tbctt con11cuc&ud by I eu,a, 1h1U be lo send opent1oe condition on nid date,

INITIALS
© 2019 AIR CRE. All Rights Reserved.

STN-27.30, Revised 11-25-2019

INITIALS
Last Edited: 2/25/2021 9:53 AM
Paee 1 of 16
EXHIBIT 1
A-2021-028
City Council 22 – 3 2/15/2022
�.w� 11lomt11U ,;ii U1Q FOOf1 b1111,lne iu•II�� b11lldlA91 IIR O:u1 P:i11ml111, 11h11 •lil1llldlRl''l 'llallt10 IFIIO 11imaioi:1a1 QQ(o�c, IRd I bat 11111 J;lq;ifl:li,o, d11 All' COAtaio lma"'Q' 11,,1,11 r;il art1it mold u� hlASI dliljjAalt a, iOklG U�IIF appll,ablt ttalQ o�t11donl lau1 II I IHIA ,oMplUACI 11�U1 ,aid• ,a�taAt\l 11111,h a r;il tl111 :iila� Ca111, QF 1(1,JAQ c;il,11,11 51i11,11m1 Q� tlll1¥111Rl11llo1dd mali:uRGIIQII 0� f:all l!illhlR th, app�gp�la�l!.lli1PIFl11d, IMUU ,lull, iiU 11111;1�•, 1,;il1 i;,bllaatioA mil tHpact '" ,u,b i:J!latler, 11�,,pt a1 Olbc,p,�u pt�1lded I� till� Lt.IHI, PH1mptl111 .... �,."Ip, 11IMilt1R Aet'l,'i hulR L'illllQ HQ:IA9fo,:t;II ulth ,pocl�cil11 , 11111 Aal ·� a Rd
,�unt QI IUdl A.iR ,i;,mplla11u, l'IUll.iRCIIQI\ i;,i hilllFI, ,,,tj� HAUi ill I HIIH'I IIIPIRII ♦ha mamRttii pQJlod, ,111:dl be a1 flilllo u1• llf 'i MIIAtb; a, io lhe �H�C li')'IWIM a11d11·1 ao day(, u IQ 1�11 J11�a�11u :u�d Qlbll� eltAIQAtC Qi llit 011lldl119 lfl 11u1111do111 ""' e�� I 111u11,,h1 uq11l�d A1,1il;i$111i • 111:i!R lblll app,"p1h1ta _.,ainn,;v p111,10d, cou111ct1011 ol :IQ\i £11Cb AOR compllanc4rmi!f11ract'lo11 ocl�IIW�Q ,hall ba 11141 olllleau,m lill I.IUH a, la11111'1 ui111,lill� ilAd QlilPllillli I IIHQ�al;a 111:ur;a11t,, lhiiil uAtu�,poi::lflttd 111 1 1Fld11e, ,ou11i 11 1,11111,,-�, "' (I) a1s� ,111,11Fdad Jlol:l'9ti of i;t1f;i11h Ut•�ill9 the ll�m1111; (OI a11•/i£1i11!Aqw11111t ;mouAU d\.1111Ad&F aA'JI h1-aA HC11nd b1i1 llu llto:olHlj a1-1d (HIJ iA'i' ba11kc11ptc11 �QCUdlns a#KliAQ UH P:�mlm n CompUIACI um�c wac�"u U1U lo 11:ifl bell QI It, kAQ111led9a ,1:ie ln:ipfOllflffllilBII QA ,1:i, J:IIQA:!IU, comply1i1d1t:i tbQb11Udl119 aid,ac, appllcablll--bwtr CG¥r.11a11t1 o, i111hlctioA1 al �11,o,d1 �•ewlulo�1 a11d o,d1011;u l"Aippllcabl1 ••111ll111i11rat1•J1l1a1 u1ot11 In ialfQ" ai the UMlllthat G�Ch lmp�110R"1111t, QJ pQ�oci lh111e1,1ti•lill GIOIUIAu;tad ,aid .. a,:i:;111ti,do111 ROI ilPP�• IQ Iba U"I lombl,b I 11uu 111111 p11, th• ll�ciml,111, 1r1odlft1aliG1ll II Rich May bl ,equl,1d by -�II '-m11n,aA, U�I Oi1ablllt1e, Act IU aR')l 1hi::1Uatla111, u a ,111111, of Lt"H'I 11sa{u110 llii1�8APR "111il, o, IQIRII �llae.tiMOAS gc lll:ilb111 IAll/illllalloiu las def.li:i,d IA llil�e1aph � i(:111 mad a 01 be made b¥ I�"" WO.ll· leu .. h 1'41tfl0Atlbl, fGtdthflAIAIRfl u1h1,111,oJAOt 1111 Appll"tala A1qull'.t!AIIRU:, IWld Hpltililll•1 thl IORlRI, 011 o!PP�Op�lu, to, LQUI a'• l"h�·• sl i.tllP, tf1 d ISIIA01ul1il111 ll:ld p11, ... ei •• Pr.tmllll "''¥ llQ IOAllt Ila 11llau .. di II th P11mli11 do ,ici\,o�pl1,u II� ,aid 11HaiAl11 I lillll�F 1hall1 .�,.pt Iii Qll:!11:1..,1,11 p,�•ld11d, pm11p,1-,1 ,r..e, Fl(;ilpl ;if • il�IA FIQ�C8 ''"� �HHI ICl�A8k1Rh "'"h ,p111i;llldli,1 Iha Aalijlt�lld 11!11:�aRI at 111eti AOR GQIJlpli;ii:1,11, ,.ctj lhe nMa all emu', ,�pque If Uln1t dOH AOte"•e IQIHF IUflU1111 ROtlGlll of a ROA compllaRttnil\h Ihle "13HilPl'fWIUIIA 5 MOA\l:IS Jollo,11lR8 Iha Sl?tt Date, • '
,oua,tloR of \hal AQR CQA1pllaR,1 cl:lall ba lhQ obll&IIIQA ol I QCIQII al LH 1111', 11111 COi\ a�d 11-PQAIQ It 1h11 llppll;abla R1qi1ll'Ql'HAh .,,. l:i11�a"•� cha119'id 10 II lo J411q11il1 d11�i11e Iba IQFIA olth11I IHI u,, CQQ&;\Fl"lloA olaa adidlilon 10 Qt a11 allouUOA o,,�. Ptemh•• 111�, 11u;i,i11s, Ille JIIJ!tdlaij,an ol 111r, Wn1Fdg115 $11b11aA, gr Iha
.........i.u.....
culnfom1maAI or othrphyalutModl",alion ot l�t 1111111 Pf11ml,es a11cl1!or 9ol1iilln&\�C,pltrl Fv1Rdllnr,"), I 11,0F and to,111111haH allqG?Ut the con of uech l•l S11bj11=110 �llfl4'♦Ph ::ta(,) btlo 111 ii ,11,h C.ipll;il li-flllll'lillum ai:a i11qol'ld iii a Jlll?.l!tQl ihe ;pQd�� a Ad unlqu• 1ice ollh1 �tllmh;u � I 11"1111 ;H ,;oAip;i,ed uUh 11n1 b)f le11.r1AU. IAl,8AIIU� I HIH ,ball blil fl.ill�, FIIIPOASlble to,the COIi U1mg(1 p��ded1 hcu111 Iii lhat � ,1.1,h Caplhl liKPlilAdhi,io II u,iq11lred d111in • U111liUI ;I '/NII of lh¥ Leaae aAdtha ''"' Uuanel IMUOdl 'AIC1Alh1' ua,. Ren,, Leuaa AIWIA5teall IOR'fllAat• lllls I HUl!IAIQU I Q[[gr ROtUI• leHH, IA Olf'IU"S• l&dtbln 10 da:111 ahet oaii:Qlpt of I essea1
s tatOlh:iatloo ootlte tbat I es sot bas reled:ed ta pay: tba dlffmooca beblll8RQ tba act11al out 1b1ar1:.af ood 01:1 aD.'li:1111111 eq11al to 6 mQAlhl' Uuo Roni ltl """° ole�• IIIJ:IR!Aal!OA1 I"""" 1ball lMM8dl1ttlt1 ,oa11 the u;o el the A,1 l'Rl[II iuhl,ll IQq1�m 111�1:1 (;a pH al iMpQ11dlh.!!8 a.Ad d11Ui1111 IQ' IIU QI O<fittQA AQtt,o CjUl�ilyi119 a teFAW\ltlQA d1�1 U Ira a" gQ 0�1 tho�•·'"� ii ,R &11,mi111lfllA ilat'I Sl:illll1 l:l(WIIP<lr, Ip M 9'Nolf4 b■ e.irUarOnA \hQ Im d)l.' lhat l.lilUll6- w.uld lo5al!>f I 1dlhe lhe ll:�lm u,,jUu;11,t 1:lilPlMIIAdAQ ""'b '"Pihl £�p■Adltu�llo !bl 11,,"h C.apllal iilpeAdlt111111 IS AO& till �111111 gf 1Rlil 1pe,iMG aAd flAlqwo OIQ � tho P�tlilllHIII by I ti UH j111d1a1, 6Qrllllo�IIRHlPlalb; maAdat11d llilhmlc modlh,)dORII, tb11a IQ""' ,b;II p)ytot 111,R Ca�llal hpuAdil,1111 ilAd I lllllllil �ball •A� bl lillilllgalad W pa.111 aa,h AIOAIII dl1FIA&th11 JlrRillAd■,of Iba Ill� ol lbil lo, liH IA'JI flltlAllllilA lbtffUI� QR Iha dale 11:!at QA,, �1,R ,1:io aa,11 P:IAt 1, di.Iii an if¥lO,ijA, 1q1nl11;1 S,li44tb ol lbll Pll�QA of Uld1 ,one tOUQAabl�t alblb111ablg Ill IRfl Pn11:i:1l1H tec1ee ,�1U p,1\1 l11h1HI oA I.lie balaci,11 but "'il't pi•pillfil, c;ibUe;tioR at a11,, dmra Hi hou,euar, 111d, l;apllal li11p1Ri;ll111,1 l1 Flq •l,ai;I duriPB ,1:i11 la1I i �•11;11 o,I It.ii, L11a[Q Ill II L11uo,�11uo1111blr, d11t111mlRIII ihal 111, Ai:lt l(QJlQml,all\t h1aclbl1 11:1 p;,,y 111 sRa-e th111i;,f, I 1uo,,hall l:lau11bi1 op"'filll IQ llmllAall lhl& IIUfl 1po gl)d)'f$ p,lotuii:ittQll i:iotica to I QUH l!RIQH IIIHH ROl:ifl11 I HUii, ln11�ll:iA81'' lllllll IOda>ff il�ar ,11;1lpt.ot tes�o,',tHIIIIAll�OQ AQUCfl Illa, I IIUU rnU!pa11 fo�,u� C;ipltal hpendlhu11 If LilUOS (lgu AO� 1l1'll0 ,umlAa,11 ii Ad ia·11; lo, l•RdU IU dmu ol:aR',' ,mh Cilphal E11p11AlilllllFi, 1,n11111 mil\tadU)ACII ,11,h fl.i11d1 a11dd•d11c, iilmi1 I �,11 ,�tu111, hQ� Mor.RI ui:iijll e,,Q�'li llllUI lilt 111,h ,11111 ti:,. boHA ti1u,, paid Ill 111189 h l1Aabla '" ilnlA,. I IUOl'I 1b&'-1 0�1, IRlil balaR'9 1,1flbC1 i;liaRI di,11 ud payilWt '4r lht remahcnlliltoftllll L•:u1 le not "•ffi:'tAt lo lullv etlmb, qo I au1111 n ar eU,et b;ul,, ltnH 1halt hw1 Iha riel:11 lo t.rmlnte lh!t I au■ upon �O day, uitllhA ROtiC411 Ir:. I 11"0!
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h
Ill
J:QQdillc1"QQ IQ lht Pe11m1,11� -t�ll\..tlt�,, L•1••· cb;II 1flh11r· {ll immQdlaUly uau,,u,ll ,hiiApd 1111 11, IAllilAll�to& use i1Rdflo�lak4, •• ,w QU1ei ,t',lp, a, m:i�"ICHllP,• Ill ol'#ln:wth F1q1111'41Mlttl for t11&b C)pllal hl)Qlldl,11111, or 111tcomplu11 ,ucb Capll?t lillpeAdllOIQ atlll O"!ft o�pecisa l:>a••e 11-11/ tl91:lltl) \trMiAalt lblr l11NII
1 ""H d1all Aol, 11'1"'•' Ir,
2A Acknowleda11:menu. lessee acknowledges that: (a)lt has been given an opportunity to Inspect and measure the Premises, (bl It has been advlS-l!d by u,ssor and/or erokers to :.alhfy Itself wlth respect to the size and condition of lhe Premises llncludlng but not limited to the electrleal, HVAC and fire sprlnkler sy1tems, security, environmental aspects, and compllance with Applleable RequlremenU and the Americans with Dlnb-llltlos A.ct), at\d their sultabllltv for �s,ee'5 Intended use, (c) Lessee has made such 1rwes«gat1on as It deems necessaryw!th reference to tuc:h matters and aU,um�s 1\1 r1!$ponslbUlty thereto, as Uie same relate tolls occupancy ol the Premises, (di It Is not relying on any repre�nt,11tion as to the slle ol the Ptemlies made by BN>ke11 or Li!S$Of, (el th!) square f-ootlge of lhe Pramlses wa$ not material to Lessee's decision to lease the Prem1Se5 and pay tht Rl!flt stated herein, and (ft neither lessor; uu.sor's agents, nor Brokers ha,.,e made any oral or wrltten ropresentaUons otwam,nttes with resp eel to $aid matters other than as $el forth In this t.tase. In addition, Leuor acknowledges that: (i) Brokeu have mode no reprMentatlons, prQmlsesorwarr-antli!s concerning Les:seu:1 s abllltv to honot the laase or su!tabll11y to OCOJPV the Premises, and (11) It 1, Lessor's sole responsibility to ln"estl.8;ate the financial �pablllty and/or rultablUty of all proPQsed tenants.

2.S lessett at Prior Owner/Occupant. TIie warranties made by Lessor In Parasraph 2 shall be ol no forco ot effect If Immediately prloi to the Start Oete Lessee wu the owner or occ.upant of tM Ptem\ses. In suth eve:nt, Limee !hall bt ,osponslblr. for any nocuuary i;orroctlve WOl'k.

3. Term.

3.1 Term, The Commencement Date, Expiration Date and Orlglnal Term ol this Leas.e are u specified In Paragraph 1.3,

3.2 £1rly Po1s11nslon. AnV provision hefeln granting less� Early Pommlon ofth0: Premises Is subje(t to and c:ondltloned upon the Preml$Ci being avaUable for such posse"lon prior to the Comtrtencement Date, Any erant of Early Poss�!lon only conveys a non-ei,:_duslYe rll}ht to oc:(upy the Premises. tf lessee totally or par1fallyoc:euplM 1ho PNlm!ses prior to the Commenc�m,e;nt Date, the obllgation to� Dase Rent shall be abated fur the period of such Eart-, Possession, All other terms of thls 1..use (lndudlng but not llmlted to the obllgarton� to Pi'/ Real Propertyla:ites and Insurance premiums and to maintain the Premises) shall � In effect during such period. Any such Early Posumlon shall not affect the Expiration Date, 3,3 Dol•V In Posseuion. lessor agrees lo use Its best commercially reasonable efforts to deliver possession of the Premises to lessee by the Commencement D.lte. If, desp\le said efforts, Lessor Is unable to deliver po$ie55lon by such date, Lestor sti;dl not be JubJttt to anyllablllty therefor, nor shah wch fullurt effect the vaHdltyof this Lease or ,hange the Dlplrat1on Date, Les� iMII I\Ot1 howt11er, be obllsated to pay Rent or perform Its other qbllgatlons untll l.e�or delivers posseuion of the Preml$11S and any period of rant abat�meftt that Lessee would oth1nwtse have en.loved shall run from the date of delivery of posseulon and conti
ilJ
nue for a period equal to what le�e would oU,erwl$e haw! enjoyed under the term, hereof, but mlnus any days of delay caused by the ac.ts or om\$.slons ol If P•"•,sloo ll not dellmed within 60 d,y,.fter tho Commencem<nt Dot•c:::,�• e,tendod under the terms of any Work Letter e,.cuted by INITIALS �
tCl 2019 AIR CRE. All Rights Reserved. Lm Edited: 2/25/2021 9:53 AM STN-27.30, Revhed 11-25-2019 P.age 2 of 16
EXHIBIT 1
City Council 22 – 4 2/15/2022
Parties, lessee ma',', at Its option, by noticn In wrlthlg within 10 days afta the end of such 60 day period, cancel this lta,e, In whkh event lhe Parties Jhall be d!sc.harsed from all obllgatlons hereunder, If such written notice Is not received by lessor within "'Id 10 day pe,lod, Le�,ee's right to cancel shi111 t1Hmlna1e. If potse�lon of t� Premlsu Is not dellvered Within 120 days afler the Commencement Date, this Lea� shall terminate unless other agreemeilU are reach.ed between leuor and Le��ee, In writing.

3.4 l.t!s$ee COmpllanc,. Let.sot shall not bit required to tender poneulon of the Premises to Le$$ee untll Lessee. complles with IU obllgatlon to provide evldene11: ol Insurance (Paragraph 8.5), Pending del\very of such evklente, Lessee $1\ilt bt required to perform all of Its obtlv,tloru 1.1nder this lern1 from and afto,rthe Start Date, Including the payment of Rent, notwithstanding Lessor's election to wllhhold p1meulon �ndlng r11:celpt of such evidence of huurance, Further, If Lene* 15 Tt!qulred to perform anv other conditions prior to or conturrent with the Start Oite, the Start Date shall OC'Cur bul les5or miy elett to wlthha!d possession until such (Onditlonsare satbfled.
4, Rent.

4.1 R.en1 Defined. All monetary obllgotfoos of Lessee to Leuor under the terms of this Lea$e (exc,ept for the See:url�y Deposit) ue deemed to be rent ("Rent"), 4,2 P1ymant, Les.see shall cause payment of Rent to be rl!�lved by Lessor ln l&wlul money of the United States, without offset or deduction (except as spe"cllkallv permitted In thls lease), on or before the day on which It b due. All monetary amounts shall be roundl!d to the nearen whole dollar. 1� the event lhat any Invoice prepared by Leu or 1$.!nauume such !nao:uracy shall not constitute a w;ilver and l.Q$sw shah be obllgated to pay the amount set forth in th!s Lease, Rent for anv per!Od during the term hereof whleh Is for hm than one full calendar month shal\ be prorated based upon the aclual number of days of said month, Payment of Rents hall be made to tenor at Its address stated herein or to such other persons or place as Lessor may from time to time deslgnale In writing. Acceptal'l(:a of a payment which It less than the amount then due shall not be a waiver of Lessor's rlshu to the balan«t of $uch Rent. rep rd less of Lessor's endotsement of any check 10 statlns, In the el/eol that any chet:k, dnift. or other Instrument of payment gtven by l.ts$ee to lessor Is dlshonortd fo1 any rearon; leuu agrees to pay to Lesser the sum of $25 In addition to any Late Chargt'l: and l1mor, at Its option, may requlre all Mure Rent be paid by cashier's check, paymenuwlll be applied lirst to accrued late charges and attorney's fees, second to accrued Interest, the11 to B;ase Rent, lnsurancl! and Real Property Taxes, and any remaining amount to any other outstand!ns charges orcos1s.

I 4.3 Auoc!atlon Fte5. Intentionally Omitted. In addition lo the euo Qont IEJftOQ sb:iill pvr fQ lesrot e:cb cnonlh ilP amount equal to iP'/ owner'5 100,;l;ill?P or c,;rndoMIPlum Sau le led or aueuod 1t1air1t Ure Arumlur hlC monies skaH be paid at tbe Ulflu time JRd IR•�• nmo maPAar,, 11:ln UM& Rani s. Sllcurlty Dtpotlt. Leuee $1\all depc»lt with �sor upon ei<ec:utlon hereof the Seturlty Oeposltas se:eurlty for leS1ee's felthful performance of Its obllgat1011s under thl1 Lease. If Lttiuee falls to pay l\tnt, or otherwise Def au tu under this laase, Lessor may use, apply or retain all or any portion of Hid 5ecurltv Deposit tof the payment of any amount already due Lessor, tor Rents whlch wlll be due In the future, and/ or to relmbune or contpens;ate LeuorfCH' any llablHty, e1Cpenst, lo» or dam3ge which Lessor m;iy suffer orlncut by roason thereof. If lessor uses or appllu all or anv portion of theSecurlt, Deposit, Lessee shall within 10 davs after written request theref-or deposit monies with Le�sor sufficient to restore said SecutltyOeposlt 10 the full amount required by this Lease. H the Base Rent lncroates during Ule term of thb Let le, l�see shall, upon written reqll1!st from lusor, dep0$.lt additional montes with Lessor $0 that ttu, total amount of the Securlly Deposit shall at ell times bear the same proport1on to the lncrea� ease Rent as tht Initial Security Ooposttbore to tM lnltlol Base Rent, Should tht Agreed U$-t be amended 10 actommodate a material change In the business of Lessee or to ;iceommodate a subleuee or eSJignee, tenor shall have the right to lncr�;ase the Security Deposit to the extent necenary, In Len or's reasonable }udgment, to account for anyln"eased wear and tear that the PremlSH mav suffer as a mult thereof, If a change in control of Lesseeotturs durlngthls I.ease andfollowlng !uch change the ftnanclal (ondltion otles!l!:e b, In lessor's reasonable Judgment,, slgnlflcanlty reduced, Lenee shall depoSll such additional monies with lessor as shall be sufficient to cause the $1!(:urlty Otposit to be at a oomme,cla\ly ,easonabht l&vel based on such chango In Hnanciat condition. Lessor shan not be required to keep the Security Depo!Jt sepa,ate from hs general actounts. Within go davs, after the expiration or termination of this lease, lessor Wall ,eturn that portion of the Seturltv Oi!pos!t not used or appk:d by Lessor. Lessor shill upon wtlttan request provide leu�e with an acwunUng showing how that porrion of thP. Security Deposit that wu not returned wasapplled, No part of the Securityl>eposlt shall be comldered to be held In trust, to bear lnlorest or to be prepayment for any monlQS to b\1 pild by lessee under thblose, THE SECURl1V D£POSIT$1-'1ALL NOT Bl USED BY LES5Et IN L1Ell OF PAYMENT OF 'THE lAST MONTH'S RENT.
�- us •.

6.1 Use. lessee shall use and occupy the Pttmlses only for the A&re.e:d Use, or Ill'{ other legal use whleh Is reasonably comp.arable thereto, and for no oth1ir purl)Ose, Lessee shill not use or permit the u.se of the Premises In a manner that ls unlawful, creates damage, wute or a nulsan�, ot that disturbs octupants of or I causesdamoae to neighboring premises or propcrtfu, Other &Rar �Jlde, 1l9Aal 1rd SfflRB ..,,.,,0911 I UHi shall Aol bep or 1Jtg1ulA \h11�mt11u 1n,., peu, aiilR1al,, bl�,. Qch, or �aptllar Ll!ssor shall not unreasonably wlthht>Td or delay ltsconsent to any written request foramadlftcat1on of the Agreed Use, so long as lhe s1ml! will not ltnpalr the structural lntegrltv aflhe Improvements on the premises or the rnechanlc:al ot electrleal systems therein, 1nd/or ls not slgnlfltllntly more burdensome to the Premises. lfltuor elects. to withhold cons.ent, Limor shall within 7 dav1, after such request give written notification of ,ame, which notice shall Include a:n �planatton of ltlsso,'sobjecttons to the change In tht Aeteed u,e,

6.2 H1.1ardous Sub5tlntes,
(a) Reportable Uses Require Con,�nt. The term "H11ardous Sulntanc•" as used In this lease shalt mean anyprodud, substance, or waste whose presence, use, manufa(ture1 dlsJ)Osal, transport.all on, or release, etther by Itself or In combination with othermate1lals eltpected to be on the PremlS@s, ls either: (I) potentially injurious to the pubUthealth, �fetv or welfare, ttu, environment or the PremlsM, llll regulated or monitored by anyaovernmontal authority, or (m) a b..ils. lor potential llabllltv of lessor to any governmental aa,ency or third party under any appl!c.able ,mute or common law theory, Ha1ardo1,1s Subst.ances shall Include, but not be limited to, hydrocatbo,u, petroleum, snollne, ;nd/or crudn ollor any products, bv•produch or frt1ctio1u thereof. ws� .$hall not ens,ae lri afl'f 11ctMty In or ol\ the PremlseJ. whlth constitutes a Reportable Use of Hazardous Sub11ances without the express ptlor written consent of Lesso, and timely compliance tat leuee's txpense) wlth allApplltabll! Requirements. "Rlltflort.lbl• Usa" stiall mean II) the lnstJllatlon or use of any above or belowgmund storaee tank, �I) the generation, pones.slon, storage, us�, transpor1atlon, ordlsposalof a Haurdow. Subs lance that requtre.s a permit from, 01 wllh respect to which a report, notice, reglslratlon or ht1$lnenplan Is required to be ttled with, any governmental authority, and/or 1111) the presence at the Preml!H of a Hazardous SubstaMe with respect to which anv Applicable Requlremerits rtqu!rei that a notice be given to persons entering or occupylnB 1he Pr1imbes or nelghbOflne properttes. Notw\thstandlna the foregoing, lessee may use any ordlmuy and customary materials reasonably required ta be uwd In tho norm�I course oft he AQfi11ad Use, <1rdlnory off11;e su-,plles {copier tonu, liquid pa,�r. slue, 11:tt,} and common hou,ehold eleanlng materlalt, so long as such ust lsln compliance with all Appllcable f\equlrements1 Is nol a Reportable Use, and does not expo�e-the Premltr:sor nelghbor!ng property to anv mearitngrul rl5k of conblmlnatton or damase or expose lessor to any llablnty therefor. In addition, te�sor may t0ndlt1on Its con�nt to any Report;ible Use upon receMne suct\addltlonal auurances as lessor reasonably deems necrn;iry to protect luelr, the public. the Premlm and/or the envttonment ag.alMt damae,e, contamination, Injury and/or UabHlly, lndudlne., but not limlted lO, the Installation (and removal on or belote Lease el(fllratlon or termination) of protectille modlfitt.tlons (such a$. concrete encasements) and/or Increasing the Seturltv Deposit. w (b) Duty to lolo1m .,.,or. If (es,ee knows, or has IOO!0nabtecaa,. �,aa!omSubst,ncehas comoio be loo11ed tn, o,, ""d" or INITIALS Ill
<O 2019AIR CRE. All Rights Reserved. U,st Edited: 2/25/20219:53 AM ITN-27.30, Revised 11·25·2019 Page 3 of 16
EXHIBIT 1
City Council 22 – 5 2/15/2022
ab01.1t the Premlres, other than a5 previous iv consented to by L&s.u;ir, Lassoe shall lmmed!ately glw written notice of ,ueh f1et to Lessor, .!Od ptovldt! Les.,.orwlth a c.opy of any report, notice, clalmor other documentation whh:h lt has concerning the presence of such Hillartlous Sub5lilnce. {e) l.4Uea Rtmedl1tion, Lessee shall not ceuse or pennlt any Haurdous Substance to be �PUied or released In, on, under, or about the Premises (inc!ud!ng through the plumb\ng or sanitary sewet svstem} and sh;il\ promptl'y, at Lessee's eiipense, comply with all Applicable Requlremtnts il\dbke all lnmtigatory and/or 1emedlal action re-ason1bly rte.om mended, whether or not formally ordered or required, for the cleanup of any contam!nat1on of, and for themaint.:inance, securltY and/or mi>nltorlng of the Premls.es or ne!ghboting properties, that wu caused or malerlal1y contributed to by Le5See, or pertaining to or Involving any Har11rdou1Suhtanc� !)(Ought onto the Premises during the term of this LeHe, byor lor Le.uee, or any third p�rty. (d) 1.aue.1 lndetMlfkatton. Len� shall 1n00mnlfy, defend and hold Le,sor, Its agents, employees, lenders and ground lessor, ii any, harmless from and against any and all loss of renu and/or damages, 1!1blllt1e,, ludgments, d1lms, &:llpenses, penatl1es, and anorneys' and tonsultants' fees .arls!ngout of or ln'iOlvlng anv Huanfous Substance. brought onto the Premlws by or for Lenee, or any third party (provided, howevlilr, that lessee shaH have no llabdltyunder this lease with respect to underground mlgradon of 1ny Hali!lrdous Sub.stance undtr the Premises hom 1dJacent properties not caused or contributed to byU!s�el. lessee1 s
obllpt1oru. ihall lnc!ude, but not b� Rmlll!:d to, the effects of any cootamlnatlon or k\jury to person, property or the env!ranmenl created or $Uffered by IJ!�, and the cost of ll\\lt11i1atton, r&moval, remediation, rutorat1on and/or abatement, ind shall survive the expiration or termination of this Lease. No ttnnlrutlon, cancellntlon or release a1niement entered Into by Ltuor ind le"e• ch all ttilease l.tssee from Its obll11tfons under this lease with rc13pe<t to H1ratdous Subt.taneu., unh1u Jp&dfleally.o aar••d by louor In writing at the- time of such airtement, (e) leuor tndemnlflc.tlon. Except uotherwlse provided In parasraph S,7, leuor and Its suee�ssorsand assle;ns shall Indemnify, defend,relmburse and hold t.ess4!e, lt.s empl01tes and lenders, harmless lrom and aaalnst anv and all env!ronmen�I damages, lntludlng the cost of remediation, whlth result from Hal.ilrdous Sub!tances wMch exht<:d on !he Premises prior to Leuee's occupancy or which are caused by the eros1 ne8l1sence orwlllful mlm,nduct of Less.or, Its agents or employee,. le$:!Or's obllgations, as and when required by theAppHcabla Requirements, shall Include, but not be llmltedto, th@ cost of lnvestie:atlon, removal, remediation, restoratjon and/or abate mint, and shall sur\'tve the e�plradon or termination of th I$ toase. (fl lnvttttiatl.on, and Rtm-edl1t1on1. Leuo, shall retain the responslblllly and pay for any lnvest<sations or remedletlon mea,sures required by governmental entitles Mvlna Jurlsdict.1on with respect to tho tl(!Stence of HaurdOlls Substances on the Prem1$Cl1 prior to Leuee's occupancy, unless suth remediation measure Is r1qulred as a result of Lenee's use (lncludlna �Alterations.", as deHned In paragraph 7.a{a) below) of the PrtMlse5, 11'1 which ev<mt Lenee shill be responstble ror ,u(h payment. Les.see shall cooperatl! fully In anv such actrvttfesat the request of Lessor, lncludtng •1�ng Lessor and Le"or's agenu to have rt!il!IQnable iKCeH to the PremlsUatreawnable times In otderto ca.rryoutleswls lnvestieatfveand remedial respom\bllit1es. (g) lessor Termlllltkm Option. If a Hamdous Sub�•nce Colldltion tsee Paniiraph 9.l(e)) occt1rs dutll'IQ th0; ttrm of thl$ lease, unless le»ee ls le sally respon.slble therefor (In Mitch ease l� shall make the lnve5tiptlon a rut remediation thereof required by the AppUtable Rl!qulreme:nts and this Lease shall continue In full fo,.ce and effect, but subject to Lessar's right$ under Paragnipfl 6.2(d) and Paragraph 13), lessor may, at Le-t!.Of'sopUon, nllher (ll lnvl!stlgate and nimedlate such HaurdouiSubslance Condition, If required, a:. soon as reuonably possible at Leuor'$ e,ipense, In which event this lease shall conttnue In full force and effect, or (ti) If tho estimated <:ost lo remtdl1te such condition acCl!eds 12 times the then mom My Bue Rent or $100,000, whichever ls greate,, give written notice to Le$$l!e, within 30 days after receipt by Leuorof lmowledge of the O(t:Urrence otsueh Haiardous Substance Condition, of Les.sor'sdeslre to terminate this Lease as of the date 60 dil-;$ followlng the date of such l'IOtlCe. In the event Lessor elettsto give a termination notice, Limee may, wltflln lOdays thereafter, give written notlte to Lti-.or ol leuee'scommltment to pay the amauntby wtilththe rost of the remediation of such Hazardous Substance Condition ocaeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever Is greatnr, Le-sseo shall provide llmor with iald funds ot gal;ltfactof'/ auur<mce thereofwtthln lO dsys following such cornmllment. ln such event, thls lease shall continue In full fu,C(Jo�nd e:lfetl, and L�sor shall proceed to make such remediation a3 soon as reasonably possible aft.er the required fund$ are available. If lenff does not give such notice and provide the required fund so, assurance thereof within the Hme l)(ovlded, this Laase .shall t'1rmlnole as of1he date sl)tclfled In lessor'$ nollte of termination.

I 6.3 L"see', comp\lanct with Applle.able Requltem�nts-, i'<Cl!Pt ac c\horulso p�o•ilch1d lrt We I tau, Les$ee shall, •tLessee's sale expense, ful!y,dlllgenlly and ln a tlmety manner, m&terlalty eomply wllh •IIApptltabla Requ1mments1 the requirements of anv 1ppllcable ftre lnsurancq underwrlter or rattns buroau, and the rl!f:ommendal1om,Qt ll!uor'$englneers and/or consultantswhkh relate In any manner 10 the Premise 1, wltllou\ rGeattl to whother uld Appll(:able Requirements are now In effeet or become effective after the Start Data Le�e shall, Within 10 days after nm1lpt of �sor's written requeit, provkle tesK1r with to pies of all permits and other d0<:uments, and otherlnformatfon evldenclng tusae'scompllance wlth any Applkabte Requirements spedHed bylesr,or, and shall Immediately upon 1ecelpl, notify Leuor In writing (withcop!e& of any documents Involved) of any lhre11tened or actual clalm, no�c-e, citation, warning, complaint or report pertaining to or lnvoMns 1ho falluro of Le�ee or the Premises lo comply wllh any Appl!cable flequl!ements. Ukewlse, Leuee shall lmmedlately give wtltten notlce to t•mor of: (I) any water damage to• the Premlses and any suspectad !llepage, pooling, ttampneu or other condition condue\ve to thi!!! production of moldi or (II) any mustlneH or other odors that might Indicate the presence of mold In the Premises. In addition, Lessee shall prQVlde copies of all refo:vant material safety data sheets (MSDSI to Lessor W\thln todays of the rncelpt of a written tequest thenifor, In addition, Lessee shall p1ovlde Lessor wllh ei;ple� of ltt.buslneu lice nut, cettlflcate of om,pancy and Jar any slMllar document within lOdays. of the receipt of a written requts.t therefor. 6,4 lnspett:km; Compile.nee, Lessor and le$$(11''.S �lender• (as deHntd In Parasraph 30) and consultantt. authorlted by Lessor shall h1we the right to enter Into Premise$ at any tfme, In the case of an emergency, and otherwlwal reasonable timuafter reuoMble notfce, for the purpo� of lnspett1n1 and/or testina the condition of !he Premises and/or for verifying compllanoo by Lessee with lhb Leat.e, lhe cost of artv such lnspeclions shall be paid by Lessor1 t1n�$s 1vlolation of Af'Jpl\cable Requirements, or a Hmrdoussub!.UOQ! Condition (see paragraph !U) IS found to exist or be- Imminent. or the: Inspection Is re<1uested or ordered by a grn,ernmental authollty. In such,case,. umee shall upon request relmbl.ll"Se le.ssor for the con of siith Inspection, so lone as suth lnspectton It. teas.onablyre:1ated to the V1olattoo or cantarnln•tlon. In. addition, l.e-sste shall provide copies ot 111 relevant materl81safetv data she.ets (MSOS) ta Lnnl)t within 10 dlV� of tht nx�lpt of a written ,equest the�for. Les.see acknowledges that any failure on lts part to allow such Inspections or letting wlll e11posa lf,ssor to risks and poter1t11\ly taute Lessor to Incur co$ts not contemplated by this Lu5tt, the t:xtent of which will be extremely difficult to a.«:erttiln. Aceordlngly, should the Lessee improperly or unreasonably !all ,. allow,uch !nspocdonsand/or les""• '"' dme� lashlon Lessee shall pay to Lessor a fee in the amount of $500,Re 9m!�eritstiall llaa11iamad"'lly ln£FUSlild,•t:wiU10.itar:i•, re�wlremar:it Nilr natlee 1a lenee1 b11 an ;tRUIURt e11wal to lO" 1f the lh&A @Hletlr:iellate R8Rt er $JOO, .... �lclltY8r Is gra;1ar fo,1ho ,�,ulr:idQr ,o l�a �u,e. The Parties asree that such fee111�fea,e IA BM11 �efll represents fair an« reasontible compensation for 1he addltlonal rlsk/t(l$1;$ tha.t Les,orwlll lncut by reaS-On of Less.ee's f11iluteto allow such Inspection and/or testfna. Such fee1R,J:4'JCO lR Q;i,e A11nt 1haU In no eveflt tonstHule a waiver of teuee"s Default or Breach with respect to such faKure nor pre-v('Ot the exerc.iie of any of the other rlghtt,and remedlu granted hei'tooder.

7. Maintenance; Repalr&i Utillty lnsta�atlons; Trade fhtturM ind Atteratlons.

7.1 Ulssee's Obllgatfo,u.

I ·
- A _ n::
(al In General. .,,�1b*J11�•�•�10µ1Wh�•�fl«row11Uh�lom,�, 0�•u•�•�n�e�r��,�•�l�l�l�C�o"Aci�•�t10f'.100jb�l�l�IC�-..,,�li�'Jn�•�•)� ... •�a4(i.lltN1�••N•�•,µc�o�m�p�U�,,.n,�•�"�'i"U1"'Ap�p�ll�caotb,t,11:�•�"l..,.u41r�9m.,..an�1�1),-, 1:U.l bllea�oncL P (Dama9Q 01 O!iltlnt'-"or:il, and .1.4 iC11n1.fam1-1atlr.>Rj1 Les.see�hall, atle ' o\e expense, keep the Premises, Utility lnstallaltons (Intended fo 0 r
_· t_

INITIALS
() 2019 AIR CRE, All Rights Reserved. Last Edited: 2/25/2021 9:53 AM PaQ:I:! 4of 16
EXHIBIT 1
City Council 22 – 6 2/15/2022
Lenee's excluslve use, no matter where locate di, and Alteratlons In good ordar, eondltton 11nd repair (whether or not the portion of the Pfef'\"\bes requlrln11 repairs, or the means of repairing the �ame, arc rcasonablv or readlty acceuible to Limee, ,nd whether or not tht need lvrsu� repairs occur� as a reu1.ll of Le�ee's use, any prior use, tht elemenu or tho:age of such portion or the Preml£esl, Including. but not limited to,all equipment or fa.c11lt1e!,Sl1Ch as pfumbln8, HVAC equipment, e!actrlcal, Ughtlng fac!litles, ballets, pressura ve��e�, fir@ prot@clton syst@m, tlMtu�, �II� (lntulorand extttior), fountbtlons, celllnss, roof,, roof d1a!nagt �vst,ms, 11oors, windows, doors, plate glau, skyllghts, land$Caplng. driveways, parking lots, fe11ce,, re1alnl11g walls, slens, sidewalks a11d parkways located In, on, or adJottnt to the Premises. Lenee, In ketplng the Premises In good order, condllton and repair, shall �erci.se and p13rfurm good mal11tem1Rce pr.actloot, �dffr..allvlncludlng the procureml!nt and malnten,mce of thl3 .serv\ce cootraeu reciulred by Parag�ph 7,l(b) below, les!e0's obllgations shall Include reslorattons, replactmenU ot rnn11wal5 when net:eSs;'ll"f' to keep lht! Premises and all lmprovemerlls the-re:on or ■ part thtreof In e.ood order, condition and $tale of r1ipalr, Lessee $hall, durlne the term ol th!� Lu."', koi,p the (l)(te,lor apptaranco of the Bulldlna In a fin I-class condition {Including, e,(I, graffiti removal! conslntot with the e).terlor appearance of other similar facllltlo-sof comparable ese and site ln thft 11ldnltv, lnclud!Rg. when net1»sary, the e11:wlor r1!palnttns or the Bulldlng, (bl Service l:ontm:tt. Lus� shalt, at lllueii's sole expense, procure and maintain contracts,Wlth copies to Lessor, ln customary rormand substance for, and with contractOrs speclallllng and experienced 111 the malnten.ince of the following equipment and Improvements, tf ariy, If and when hmalled on the·Preml1es: (ll HVACequlpment, {n)boller, end pressure vessels, (Ht) fire l!.lltlngulshh1S svstems, Including nre alarm and/or smoke detectl011, (ht) landm1plng and Irrigation .syslems, M roof coverlni:tand drains, and Ml tfarltteu. Ho�r, Umor reseNQs the right, upon notice 10 L�uee, to procure and mal11taln any or all of such iet11lca contuctt, and Les�e shall relmbursi! Lessor, upon demand, for the cost thtreof. le) Fallure lO Perform. If Le$«ie fall$ to perform Lcss.ee1 s obllaatlons under this Paragraph 7.1, leuor mav enter upon the Premhts after 10days' prior wrltltn not!oo to Ltuee {except In the me of an emers�mcy, In whkhcas.e- no notice .shall be requlredt, perform such obligations on Leisee's behalf, and put the Premises In aood order, condldon and repair, and leSl� Shill promptlV pay to LeSs.or a sum equal to 115" of the co" thetl!of, Id) Replacem�nt, Subject to les.see'sl11dem11ttlcat1on of Le nor a.s �et forth In Paragraph 8.7 below, a11d without reUevJ11g Lessee of llablUty molting from Ltssee's failure to exercise and perform good mal11tenanc.e pr1ctlce:1, If an Item described ln Parigraph 7 ,1(b) can11ot � repaired other thin at a cost which Is In 1?KC2S1 of 50% of the cost of rep\aclng such Item, then such Item shall be replaced by Le:.ssor, and the cost thereof shall be prorated betwe«!i'I the Parties ind Lessee $hall 11n\v be obligated to p.ay, each month during the remainder of the te-rm of this U!!.ise or anvv.tanslon thertof, on the dilte on which Que Rent 1$ due, ;l1'I amount equ!'I to !he product ofmull1plylna, the cost of suth roplacemen1 bya fraction, the nume,a10, ofwhlch ls one, and the denominator of which ls 144 (I.e. 1/144thof the cost per month). Lessee shall pav Interest on the u11amorl1ted balance but may prep&v IU oblleatlon at aov time.

I 7.2 l1mor's Obllg■tlons. Sublett to the proultlonsof emcraphs 2 2 (Cnndltkln), 2 3 (ComplfanM), 9(Damage crOedmctton) and 14(Condemnation), !tis lntended bV the Parties hereto that Ulssor have no obligation, In any mannGr whaUOever, to repair and maintain the Prembes, or theequlpmet1l theroln, all of whlth obllgatlons are Lntend�d to be that of the ltsu;!e. It Is the Intention of the Parties that the terms of this lei1$t-sovern the respective obllptions of the Partle.$ es to malRtenc1nce and repair of tM Praml1es.

7.3 Utinty lnttall■tlona; Tr;id• Fixture,; Altet'lt1ons, (al Oifflnldons, The term "UHllty ll'lst1Httlon1• rofeu to all floor and window toverlna;s, air and/or vacuum lines, power panels, electrkal dlttrlbudon, security and lire protection sy,tems, communication cabllng, !lghtlng fl11tures, HVAC equipment, ptumbhlfl, and fencing In or on the Pre111lses, The term ''Trade Fl�ture.s• .\hall mean umee.'s machinery and equipment th.al can be removed w�hout dolng materlal damage to tho Premises. The term "Altimitlons� shall mean any modlf!catlon of the lmprovemenu, other than Utility lnsta\latlons or Tr.ide Fixtures, whether by addition Of deletion. �Leisee OWned Alterat\on1and/or Utility lnm\latlqns• are defined as. Alterat1011sand/orUttllty lnstaUatlon.s made by Lessee that are not vet owned br Lessorputsuant 10 Paraa,niph 7,<ll(lil), {b) Consent.. lessee shall not make any Alterattons or UtHily lnstallattonsto the Premises without llmo,'s prior written con$tnt. Les� may, however, make non.strutturat Alterattons or Utlllty lnstallatlons to lhe Interior of the Premlsel (e11:tludlng the roof) wi.Mut such conse:nt but upon notice to Letsor, as long as thi!y are not visible from the outside, do not lnvolvt puncturing, reilrx:atlng or removing lhe toot or any e,chtlng walls, wlU oot affect the e\ettr!c;il, plumb Int, HVAC, and/or Of@ safety system,, do not tr188e, the requirement for addltlonal mot1\flcat1ons1nd/or Improvements to the Preml"s resulttng fromsAppllcable Requlrements, st.1th as compliance With Title 24, Jnd tile cumulative cost thereof during lhU lease ase11terided does not exceed a sum equal to·3·monlh's a.i,e Rent In the BSBte.Bilte or a svm equal to one monlh's ease Rent ln any one year. Notwlthstandlf\8 the foregoing. Lem�� Shall not tni1tll or permit any roof penetrsttons and/or Inn.a.II anything on the roof without the-prior written approval of lessor, u=nor may, iU a precondition to granting such approval, require Lu�q to Utlllte a tontr.ictor cho.wn and/or approved by lessor. Anv Alterations or Utility Installations that Lu see shall desire to make- and whlth requlff! the eomentol the Lessor shall be pnuented to Leuor In wrltton formw:lth detalled plans. Co111ant shall ba dMmed condlttoni!d upon Lessee's: (0 acqui"lng i111 applicable governme11tal permits, (11) furnishing Lessor with copies of both the permits and the plans .inds�dfluttuns prior to tommenci,ment ol the work, and (Ill) compliance with all oondlttons ol ultl per ml ts and other Applt�ble AeqUlrtments ln a prompt and expeditious manner, AnyA11efit1ons or Uttllty lnstallat1oru..shall be p«fotmed In a worltma111\ke manner with gaod and sufftc.lent materials. Us see shall promptly upon completion furnish lessor with as-bullt plans and speclllcatloR1. For work which co,ts an amount In e11Cus of one month's Base Rent, Lessor mavcondltlon IU,consent upon lessee providing a Hen and completton bood In an amount equal to 1S°" of the estimated cost of suth Alteratfon or Ut11ltv fnstallatlon a11d/or upon lessee's posting an addlU011al Security oepo$.lt with Lessor. lcl Liens: Bonds. !Assee shall pay, whe11 due, all claims for labor or materials furnished 01 alleged to have blien furnished to or ror Lrnee al or for uH on the Premises, which claims are or mav be secured by any mechanic', or materlalmen's lien agalnst the P,emlse1 or any Interest th'1reln, te�e shall give les,or not len than 10 days no lice prior to the commencement of any work In, on or a boot the Premises, a11d Lessor shaU hava the rlaht to post notices of oon•responslblllty, If Lessee lhall contest the valld!tyofany such Uen, dalm or dem.ind, then Lessei shall, at Its sole eitp(!nse defend and protect llself, lessor and the Prem1$es agalns.t the same and shall pay and satisfy any such atlvertt Judgment that may be rendered thereon before the enfortement thereof, If lessor shall require, lessee shall furnish a ,urew bond ln an amount equal to 150"- of the amount of such contested llen, dalmordemand, Indemnifying leuor ag.i\.nst liabllltyfo, the1ame, If lessor eled!i. to parttcip.ate In any such action, Lessee shall pay Les.\or's attorn�s• fees. and cost,.

7.41 OwnerthlPl R1;1mcva11 sumnd�r; and Rt1tor1t\on.
{a) owneNhlp, Subject to Lessor's fight to r11qvlrt fl?:mov•I or olec, ownership as hereinafter provided, .il\Alteratfonsand Ul1lltyl11stall;atlons made by tmee shall be the property of Le·nea, but com.lde,ed a part of the Promises. Lesior mav, at any time, elect lnwrltlng to be 1he owner of iill or any specified part ol the Lessee Owned A\tefQtlons a11d Ut1llty ln�taHatlons., Unless otherwise Instructed �r p.itag<aph 7.4lbl hereof,all lesseeOwned Alle1a.tloM and Utt11tv Installations shall, at the elCJ)lratto11 or termination of this Lea«!, become the prOJ'ertv ofLeuor and be surrendered by Lessee with the Premises, (b) Removn1. 0y delivery to Lessee of "Mitten notice from Lessor Mt earlier than 90 a11d not later than 30 days prior to the end of the term of this lease, Lessor mav requirl!-that ilny or al1 leS$e,e Owned AlteraNoni or Utrlltyh'lstallation5 be remo\11:'!d hy the e11p!ratlon or t@tmlnation of thls least, lessor May requ]rQ the removal at any time of all or any part of any Leuee OwMd A.Iterations or Ut1.l1ty Installation! made without the re:qulted c.on:1ent. (cl Su,rtnd•tJ R.slorttfon. Le-nee shall surrtnder the Premises by the E11pkalton Oate or anv earlier termination date, with all of the lmprovemenu, parts and surfaces thereof broom clean and free of debris, :ir.cl In good operating order, condition and state of nip.air, ordlniuy wear and tear exc<1pted. "Ordinary wear and tear" shall not \nclucle arr{ damage 01 deterlol.ltlan that would have been preverited bv good malntenanee practice. Notwithstanding the foregoing and the provisions of Paragraph 7,l(a), If the Leuee occupies the Preml.se.s. for 12 months or !e:i.,, then �essee shall surrender the PremlSEs ln the same cond!tlon u delivered

INITIALS
© 2019 AIR CRE, All Rights Reserved,
STN•27,30, Rovlsed 11·25•2019
Last Edited: 2/2S/2021 9:Sa AM
Page Sof 16
EXHIBIT 1
City Council 22 – 7 2/15/2022
to Lessee on the Start Date wnh NO allowance for ordinary wear and tear. Les.see shall repair any d,rm,ga a,eas1onod by the lnnallatlon, maintenance or remove! of Trade Fixtures, Lessee owned Alterations and/or Utility lnstallatioos, h.unlshlnes, ,1nd e:qulpmont DS well u the removal of a11Y storage tank lnstwlled byor fo1 Lessee, lessee shall alio remove from the Premtuu any and all Hazardous Substances brought onto the Premlsl!! byor for Lessee, or anylhlrd party (eKeept Haiardous Sulxtaru:es which were deposhed vla unde11round migration fiom ma, out51d eof the Premises) to tho level $peclfled In Applicable Aequlremontt Trade F1Ktures shall remain the propertv ofLesJee and Jhatl b-e removed b't' Le$Se4, Any personal property of le$$ee n.,t removed on or before lhe Expiration Datet or any earlier 1ermlnat1on date shall be dterned to have been abandoned by Leme and rnav be disposed of or retained by lessor as l.ts$or may desire. The failure b'{ Lessee to llmelyvaute lhe Prnmlses pum1ant to this Paragraph 7,4(c) wllhout the l!Kprrm wtlt1en consent oflessor sh11lcorutttute a holdavet under the prO\l\slons.of Paragraph 26 below,
8, lnturonci: lndtmnlty,

8.1 P11ym9nt For Insurance. Lemm shall pay for all Insurance r�ulred under Paragraph 8 el';cept to the el(tent oftM cos.I attrlbulable to llablllty lnsutante cattled by Lesw undet Pan graph B.l{b) In 8!(('(!$sof $2,000,000 per occurrence-, Premiums for policy periods commencing prior to or elltendin& beyond the lease t11rm sh.ill b& p,or.ilod to ccnespond 10. lhe Lease term. Payment 1hall be made by Lessee to tes_sor within 10 dlys following receipt ol an invoice, 8,2 UobHlty lnsur•n1;e,
(a) Carried by teuto, Lessee shall obtain and keep In forco a Comrru:r<:lal General llabtllty pollcyof Insurance protectfng Lessee and Lessor as an additional Insured aaalnstdalms for bod Uy Injury, personal Injury and pro�ert.y damage based upoo or art�ns out of the ownershlJ!, use, O(cupanty or maintenance of the Prtmhes and all areas app11rter1ant then)to. Such ln�r.ince shall be on an occurrente basis providing single flmlt coverese In an amount not leu than $1,000,000 per occurrence with an annual aggregate of not h1u than $2,000,000. husee shaU add le.ssor u an addltlonal Insured by means of an endor1ement ai least n broad as the lm,urence Service Organlut1on's 11Addttlonal lnsured-Managm or tenors of Pfflmlses" £ndonement. TIH! pollcy shall not contain any lntra•tnsu!'ed l!ll(l\lslons ai hl:!tweon Insured persons or organltatkms, but �ha!l lodude coverage for llablllty au urned under lhls tease as an "Insured eontm:t" for the perfOfmance of �ssee's Indemnity obligations under this Lease, The llmlts of said h1surance shall not, how.wet, llmlt the llablllty of Lessee nor relieve Leuee of any obllgalion hereunder.

Lessee shall provide an endorsement on Its ll1bllltypo1ley{tes) which prov kl es thot \ts Insurance shall 00 primary to and not conlr\butol)l wllh any slrnllillt ln1umnu carried by Lessor, whose lnsursn.::e shall bo coosldered ellcess Insurance ootv. (b) Carried by Leuor. Lessor shall maintain llabllltylnsurance asducrlbed ln Paraaraph 8.l(al, lnaddltfon to, and not in lleQ of, the fn$urance reqQlred to be maintained by lessee. Le,see shall, to the extent available, -lltl.t be named as an addlt!ona! Insured !herein, The City of Santa Ana, and its officers, employees, agent and representatives, shall to the extent no cost is incurred with respect thereto and to the extent reasonably available to Lessor shall be additional insureds with respect to any general llabiHty or auto liability policy obtained by Lessor, by endorsement, and all such insurance policies shall be primary and non-contributory. Lessor shall send certificates of such insurance to Lessee to its Risk Management Division, 4th Floor, 20 Civic Center Plaza, Santa Ana 92701.

8.3 Property ln,uranca - Bulldlnc, lmprow,menh •nd Renttil Value. (1) Bull dins and lmprowment.s, The Insuring P4rtY shall obtain and keep In force a polley or po11das ln the name of Lessor, with km payable to Lessor, ;inv ground,leuor, and to any Lender Insuring loss ot damage to thil! Premlses. The amount of such Insurance shall be equal to the full lnsurahhi replacement cost ol 1he Preml�s. ,1s the same shall exlsl from t1me to lime, or the amounl reqolntd by any lender, but ln no event more than tk0: comm@rctallv raa\onable and a\lall&ble lnrnrablt value lhl!reof. LeueeOwned Alteratlon5 and Utility Installations, Trade FIKlums,and Leue11'1 pa,sonal property shall be IMtued by Les,e:e not by Le$Sot, If lhe coverage ls av'illable and commerdally appropriate, such polity or polklas shall Insure against all risks of directphyslul loss or damage \eK(ept the perils of flood and/or earthquake unless requlred by a L11ndetL Including cove-rage for debris rtmoval and the enforcement of any Appllcable Requirements requiring the upgrading, demolll1on, ,econstruttlon ot replacement ol any portion ol the Ptemlses as the result of a covered toss, Said policy or pollclas shall also conta,h, an agreed va1Ui1Uon provision In Heu of anycolnsur&nce cl1use, waiver of subrogation, and 1nf11t1on euatd protection causing an lncrea� In the annual property 1nsu111nce coverage amount bv a facto, of not less than the ad}usted U.S. Department of labot Consumer Price lndeK for All Urban Consumers for the city nearft$t to where thl? Prem)sti,s are loi;ated, IF such Insurance cove1age has a deductfble clause, the deductible amount shall not exceed $5,000 per owmence, and teuea 1haU be II able far such dedutlihle amount In the event 0f an Insured lo».
lb) Rent41 Valut. TIie insuring Party $hall ob lain and keep In force a policy or pallcltlS In the name of tenor w!th loss payable to Lesor and any Lender, Insuring the loss of the full Rent for one year with �n extoridod porlod of Indemnity for en addltlon1\ U!Odays ("Rent;il Value ln!urance�). Said Insurance shall contain c1n agreed valuat1onprov\5Jon In neuof anycolniurance clilluse, and 1he amountof (WetiQe shall be adJuJ!ed annualJy to:rnfl!Ct tht projected Rent otherwli-e paya ble by Lessee, for the next 12 month period. les,ee !.hall be liable. for a!\ydeduct1ble amount 1n the evMtof such lo!S, (c) Ad}ln::ant Premise,, If the PrnmlseJ are part of a larger bul!dlng, orof a group of buildings owned by le1SOr which are ad/ic@nt to the Premises, the lessee shall p,11 lor any lnuease In the premiums for the property ln�uranc:e of such building ot bulldlng5 Jf said Increase Is ea used by Ulssea's acts, omlss\ont, u� or occupancy of the Premises,
a4 tes,ee's Propertvi autlneu Interruption lnsurance: Worke,•• Compensation lnsuranc.., (a) Property Damage, leS!:ee shall obtain and maintain lnsur-.nc! (overage on aUof Limte's personal property, Tr.Ide Fhtture$, and Lessee owned Alterations and Utility Installations, Su.::h lnsu1an� ,hall be foll repl,1cement cost c.ove�gewlth .i d�ductlble of not to el!ceed $1,000 per ottur�ncl!, The proceeds from any such lt1Suranei ,h.ill be used bv lessee for the replacement of persoMI proptrty, Trade FIKtum and L-essee Owned Alterations and Utilttv Installations, {b) Business Interruption, Lessee Jhallobtatn and malnuln loss of Income and e:>!lra el!pense lnsutenceln amounts as wlll reimburse Lessee for direct or Indirect loss cf earnings attributable lo all perlls eommonty Insured ag�lnst by prudent lauees ln the business of lessee or attrlbutable to pre\lentlon of access to the Ptemlsesas a result ot suchperlls,
(c} Work91''$ Compenmlon IMuninct. lessee shall obtain and maintain Work-et's Compens.atlon ln,oran(e In such amount u may be rttqulred by l\pplkeble Requirements.. Such policy shill Include a 'Walv<:!t of Subrog11tl.on' e11dors11ment. Lessee shall pro-.,lde Lessor with a copy of such endorsement ilong wlth the certificate of Insurance or copy of lhe policy 11qulr11d by paragraph 8.5. (d) No fl:eprenntatlon of Adequate: Coverage. Leuor makes no represenlatlon that the llmltsor fornu of covtrage of Insurance SPi!clfled herein are adequat<! to cover Lessee's propertv, bullnen operatloni or obllgalions under lhls Leas.e.

8.5 !morante Pollcics, lnsurani:e required herein Shall be by companies maintaining dUl'ln& the pollcyterm a "General Pollcyholders Ratlng" of at least fl., VII, as $el
�h
forth In the mc»t cl!Nent l$Su@ -0l "8e1t's lnwran<:e Gulde", or such other rattng Hmaybe required by a t..endet. lesseashr.in not do or p�rrnlt to be done l<h l""'lldate!!he requiN>d ln,uranc• poliolu, L.,se• shall, prior Jo lh• Start Date, dellver to '-"""' <erUfled <•�•• of pollcles Of 1uoh lnour,nce or INITIALS �
© 2019 AIR C11£, All R;ght, Res,rved, Last Edited: 2/25/2021 9:53AM STN-21.30, Revised 11•25-2019 Pa8e 6 l;)f 16
EXHIBIT 1
City Council 22 – 8 2/15/2022
eertiHc:ateswlth copies of the required endors-em,nts e,;\dendng the eklslence and amounts of the 1equlred Insurance, Nosuth policy shall be cance1able or .cubJec:t 10 modtflc:a!1on except after 30davs prior written notice to Lessor. Lessee shall, at least lOdavs pr lat to thl! explratlon of sueh poltcles, furnish LQuor with Q11Jdenc:e of renewals or �insurance binders" evld�r(-lng renewal thereof, or Le,s:or may lnc,east his llablllty ln,urani;e cover.ige and charge the cost thereof to Ussce, which �mount shaH bo payabl0: by Lessee to Lessor upon demand. Sud! polleles 1haU be for a wmof at least one vtar, or the h!nsth of lhe remalnlng term of thl.s Lease, whichever ls less. 11 either Party Jhall fall to procure and maintain the Insurance retiulred to be c.irrted by It, the other Partv may, but shall not be requlre-d to, procure and maintain tru! same.
8,6 Waiver ofSubro11tion. Wtthout affecting any other rlghUor remedlel, Leme and LessOf'each hereby relene and rene11e the other, and waive thclrentlrE rlghl to re,ovtH damaMS .igalnst tM other, for loss of or damage to IB property arising out ofor hKldentto tha perlb req_ulred to be Insured aplnst: he�ln. The effect of such releases and waivers ls not llmtled by the amount of lnwrance wried or required, or by any deductibles app1kable hemo. Thi Pirt1e.s agrte to have th air respectll/i! propenvdamage tosut.1nte carriers waive any right tQ !1.lbrog..itlcn that such tompanle.s may have against Lessor or 1.essae1 u the c;is(! may be, so long as the Insurance ls not llt'lalldated thQreby. , .. 8,7 Indemnity, EKeept forle.uor's gro:1,snegllg_enc.e or w!llful mlso:induct. le"ee shii11l lndem111ry, protect, defend and hold harmless the Premls�, Lessor and Its agents, Leuor's ma,ter or ground lessori partnen and lenders, from and against any and all dalms, rossor rents and/or damages, Hens, ludgmems, penaltles, attorneys.' and coltiultants' fees, expenses and/or llabl!lttes arl$lng out of, lm,olvh'IBi or In connectfon with, a areaeh of the Lease by LesM!e and/or the use and/or OtXupancy of the Premises and/or Pto/ect by Lessee and/or by Lessee's employees, contractors or !nvttees, If aBy action or proceeding Is brought against Leisor by reason of any or lhe forego/n11 matters, Lessee shill ul)On notice de lend the same at Lessee's ei(pense by counsel reasonably $8t1sfartory to Lessor and Lessor shall cooperate with Lessee ln such defense, Lessor need nol have ftrst paid any such c:l1lm ln order to be defended Of lndemnlfttd. 9,8 bempdon ot tenor and IU AgQntJ ll"om Uabl!lty, Notwlthstandln8 the negllgence or breach of thl:. t.eas.e by l.e.uor or hugena. neither Leuor nor Its agents shill II be Uabl'I under any drcumstances for. (I) In Jury or damage to the person Of gor>ds, wares, mm:hilndlse or other propeny of le.nee, LM\ee's empl(Jyees, contract\1rs, !nvltees, customers, or any olher person In or about lhe Premises, whether such damage or \nju,y ls e;iused byor ro.sult$ from fire, s\eam, electtlcity, gas, water or rain, lntloot air quality, the presence ol maltl or from the bnukage, leakage, obstruction or other deh!cts of pipes, flre sprinklers, wltes, appliances, plumblng, !WAC or Oght1ng fh1tures, or from any otlw.r cause, whether the said lnJury or damage te�ult, from tondltlons arising upon the Premises or upon other Portions of the bulldlng of whlth th.a Premlm are a part, or from other sources or places, Ill) any damagesarblng from anv ad or neglect of any other tenant of Leuor or from th fallureof lessor or IU agents to enforce the pt!l"1\slOn$ of any other lease In tha Pro)eci:, or 1111) Injury to t.es.�1 s buSlnes.s or for artt loss.of Income or profit thett1ftom. instead, II ls intend ad that t.es�•s sole re,our:i.e ln the e'llt.nt of -,;uth damages or ln)urv be to l'llt a tlelm on the lruurantl!l pallcy(les) that Umee Is re:qul�d to m111lntaln pursu.int to the provlllons of pa,a,sraph 8, 8,9 hllure to Provide lnsurantt. lei see acknowledges that any failure on Its pan to obUln or maintain the Insurance required herein will expo� Leu or to risk$ and potentla11v cause leuor to Incur cosu not contemplated by this Lease, the extent of whl,h wlll be extremely dlfftcutt to mertaln. Aetordlngly, for any month or portion thereof that Lessee doe5 not malntalo the required Insurance and/or doe.s not provide �or with the rt'qulred blndors or certificates evidencing tha "''""''" ,1 '"• 1eqw,ed '"'"""' after notice and resaonable opportunity to cure, Lessee shall pay to Lessor a fee of $500, U1e litue Renl sRallbe 1ul11malciull•1 IAcioa,ed, wlthQut;nv,aq1.1h�omai'I, for n11t1,o t9 l.om1e> by an umn1nl 11q11al w UJN. ,of"'o U:itn QHIUi11e litu,e Rent o,�.1.001 •AhlGl:1e •er Is BFGillllr, Tilepntlesagree th;1tsuch fee lnc11me In llmi �eM represents fa:lrand teasonable compensotlon for the additional rlsk/coJt.s that Lessor will Incur by reason of Lessee's tallure to maintain the required lnsurante, Sueh Increase In Base Rent shall In no went constitute a w�Ner otleuee':s Default or 8reach with respect to the hllure 10 rNlnt.aln such lnsuranc.e, prevent the exerciu• of any of theolher rights and remedies sr.intfld hatt1unde,; nor r411law Lossee of its obl\g;ltion to maintain the Insurance speciRed in this Lease. 9, Damage or Oestructton,
9,1 Deflnllions.
!aJ �PtemiMs Partial Oam•1•� .shall me-an damage or destruction to the lmf)fovtmerruo-n the Premlset, othtr than Lessee Owntd Alterations and Vtlllty lnstalhntons, wt,lth can reasonably be re�lred ln G months or len from the dolte of the damage or destruction. Lessor .shall nottfy lessee In writing within 30 days from the date of the damage or deuructlon as to whether or not the damage ls Partial or Tolal. {bl "PrarnlsesTot1t Destruetlon" Shall mean damage or destruction to the Premlses1 other than lessee Owned Alteratlons and Ut1Uty Installations and Trade FiJttures, whlch cannot reasonably be repaired lo 6 months-or IQ$:s rrom the date of the damage or des\rU(tlon. Lessor shall notify lessee In writing within 30 dav, from the date of the damage ordestructloti as lO whether or not the damage b Partlil c,r Toh I.

It) "Insured Loss� shall mean demago or destruction to lmprovement1i on tht Pr1im1.S.es, othiltr than le:ssee Owned Alterations and Utility Installations and Trade flmlm, which wa, c:aused byan event required tobe co!fflred by the lnsuranui duulbed In hnigraph 8.3(a), lrre,pettivtol anydedui:ttble amounts ot w.eragc llmlts Involved,
td) "llepl•cement Costw shall mean the cost to repair or rebulld the Improvements owned by lessor at the time of the occurrence to their condition G)llstlng lmmedfately prior thereto, Jnctudlng demolition, debris removal Md upgrading required by tM o,,eratfon of AppUable Requlremenu, and without deductf(ln klrdepr�l�tlon,
(E!) 11
Hamdous Sub5tance Condltlon"shaH mean the occurrence or dlscovety ofiil tondltlon lnvoMng thQ p"uenco of, ora oonlamlnation by, a HaiudoosSubslance, In, on, or under the Premise$ which requires restorntfon. 9,2 P•rtlal Otmage: � ln1uted LOU, If a Preml�$ Partlal Oamage thatls an tn1ured Lossoccun, then U!:ssot shall at lessor's expense, repalrsuch damage (but no1 Unee's Tn1de Fixtures or t.eueeOwned Alterations and Utlllty lmtalla"ons) as soon ;u reasonablv posslblt' and this Lease shall c;ontlnue In full rorce and effect; provided, however, that lessee shall, at Lessor's e1e,t1on1 make the repalf of any damage ot destluctlon the total cost to repair of w.tlkh Is $10,000or leis, and, In such even11 U!ssor $hall make any appUcable insuranee proceeds av11Dab!e to les$@e on a reasonable basli for that purpose, NolW!thstandlng the foregoing, If the requtred 1ns1.1rante was not In forte or the Insurance proceeds are not sufficient to effect such rep111lr, the Insuring Party shall promptly contribute the shortage In proceeds (em�pt as to lhe deduttihl@ whlchls leisee'sruponslb!llty) as �nd when requlrod to compl1t11 uld repairs. 1n the e,,enl, howove,, su.th shortage111t1S due lo the fact that. by reason of the unique mtum of the Improvements, full repl;icemenl cost l11sunnce cover1ge wu not tommercla\ly rHson,ble and ava1lable, Leuor shall have no obllgatlon to p;ry fOf the shortage In Insurance proceeds or to fully restore the unique aspects of the Premises unlt$S Lessee provides Less.or with the funds to cover same, or adequate assurance thereof, within to days rol!owlng receipt of written not1ce of wch shortage and requett therefor. tf Leuor receive� said funds or adequale mu ranee thereof within said 10 da'i' period, the (!arty respo,nlble for making the repairs ihall complet�t.Mm as soon as reasonablv pos$1ble and this Lease shaU remain In full force and effect, If such funds or assuran,e are not retell/Cd, lessor may M\Jertheless elect by written notice to le Hee wllhln lOdays the�after to: (II make such re:rtonrtlon and repair H ls cornmerclallv reasonable with lessor p.iyln11 any shortasa ln p,ocq,eds._ In whlth ate this leaSG 1h;1,II roimln In full forco and effect, "r {II} have this Li:iate termln.ite 30 days thereafter, Lessee shall not be entttled to relmbursemt'nt of any fund!, contributed by lessee to rep&lr any such damage or destruction, Preml56 Partial Damage due to fiood or Hrthquake ;hall be subJec:t t.Q Paragraph 9.3, notwlthstandln8 that there mEry be some Insurance �ut lhe net proceedsol ,ny such Insurance shall be made a,•Jab� for Jh& rep.,, If made by either Party.

INITIALS �
<0 2019 AIR CitE. All Rights Reserved, last Edited: 2/25/2021 9:53 AM STN-27.30, Revised 11-25-2019 Page 7 of 16
EXHIBIT 1
City Council 22 – 9 2/15/2022

9.3 Pal'li1I 011mari• · Unln,1.1red Lou, !fa Premises Part1al Dam1Re lhat ls Mt 1n lnswed Lou occurs, un1e.ss caused by a nes11s,ntorwlllful aet of Leuet Jin which a'll!lnt Leu� ,hall make the repe1n et Lenee's expense), L,mor may eltheri (I) repair .such damage n soon as reasonably posslb\e at Lessor's b.pense, In which event this Lease shall coot1nue In full force 11nd effect, or Ill) terminate 1h\s Lea� by gl...tngwr\lten notice to Les$<!e within 30 days after receipt by li!!ss.or of knowledge or the 0<:currence of .sueh damage, Such termltiatfon $hall be effective 60 days fo!lowlng the date of such notice. In the event Lessor 1:1tecu to t�mlnate thl5 lease, Les$ee man have the right within 10 d� after tect!lpt of the termlnatton nottce to glvec written nottce to lessor of Les£11e's commitment to pay for the repair of such damage without �lmbursement from Lessor. Le!�e shalt provide le�sor with said ful\dS or satlsbctory a»urince thereof within 30 days afte, mak!rtB such commitment. In suth event this U!ase shaU continue fn full force and effffl, and LeS$Or shall proceed to make such repairs as soon as reasonably posstb!e atter the required fund$ are a�ilabJQ. IF �ssee does not make tho required tommltment, this lease shall terminate as of the date specU1ed In the termination notice. 9,4 Total Oe,tructlon, Notwlthst11:ndlng1nv other provision hereof, If a ?remlsas tout Destruction occuu, this Leue $hall terminate 60days followll'IB 1uch Destrucllon. 1rthe damage <1rdestrucllon was caused by the gross negUgenc1:1 or willful misconduct of Lessee, Lessor !ihaU have the right to re-co111r Ulnor1 s dam�ges
from Lessee, except as provided in Pafllgraph 8.6.

9.S Dam•1e Near End of Term. If at any time during the last 6.months of thlJ leue there � damage for whlch the cost to repair exceeds one month's Base Aent, whether or not an Insured Lou, U!ssor may terminate this leue effective 60 days foll owing the date of occurrence of such damage by giving a written termination notice to luue within 30 days after the date ,of occurrence of such d11mage, Notwithstanding the lortgolne:, Ir Lenee at that time hn an eMerc\sable option lo e)(lend thls lcil$e or lo purchase the Premise$, lheo le!.See may plt!Sorve this. Lease bv, (a) e,iercls!ng such option and (bl pro11ldlng le.ssorwlth any short.tse In Insurance proceed$ (or adequate .euurance thereof) needed to make u,e repairs on or before the earlier of {I) the date which Is 10 d1y.s aftet Lessee:'s receipt of Lessor's written notice purporting to terminate: this Lease, or Ill) the day prior to the date upon which such option e)(p\m.s. If Lessoa dul'f QQrcim. tuch Optton during such period and provides �uorwlth hmds (or adequate auurantethereof} to oovor any $hortage1n Insurance proceeds, t.euor sh.Ill, at Lesror'scommettlally reasonable eicpense, repair such damage as soon as reasonably polilble and thls Lease !han conlfnua In fuB force and effect, lfles,ee falls toeicercbe ,uch option and pro'tllde such funds or assurance durlna such �od, thtn this lAa� shall \ermlnate on the date J�clfled In the terml11at1on notice and U!ssee's option shall be elrtlngulshed.
9,6 Abatement of 11.ent; l.euu't fttmedle1,
(a) Abatement. In !he Mnt of Preml5-es Partial Damage or Premises Total Destruction or a Hazartlous Substtinte Co.ndlUon for which U!ssee I! not responsible under this. Lea$e1 the Rent payable by lauee for the period required for the repair, remediation or r�torat1on of weh damagt dull be al»tGd ln proportion to the degree \0 which Lessee's use of the Premises l.s Impaired, bu1 not 10 e�cel!d the procead.s recalved froll'I the P.ental value lm.urance. All other obllgatlons of Lessee hereunder thall be performed by lem!a, and Le$tor shan have no bblrityfor 1ny tueh damaee, destruction, ,emedlat1on, rtpalr or re11orat1on el!'t:ept as provided her11ln.
lb) Remedlu. If Lessor lsobUgnted to re pal, or mtore the Premises and does not tommente, In a n1bstan"al and meanlngful way, such repair o, reitoratton within 90 days efter such obllptlo.n shan eccru-e, Le.ssee mav, at anyttme prlorto the commencement of such repair or te1tor."on, 11Jve written notice to Lessor and to any lende:rs. of which U!ssee hn actual notice, oflesse-e'selectton lo terminate this Lene on a date not hm than tiOday,s followlng the giving of such not!te, If lessee glvessuch nolice and such re�lror tla't.torat!on ls not commwed within 30dav$thereaftar, thlsleuo shallt11rmlnn11 as ofth11 date specified lnsa!d notice. If the repair or rutoratlon bcommenced within such 30 days, thb Laase shall continue In full foltt and Gffett, �commenee• shill mt:an either the unconditional authorh:at1on ofthe preparation of the- requlmd plans,. or the b11glnnlng of tho actual work on the Ptemlsas, whichever first occurs.

9.7 Termination; Advance Payments. Upon term1nat1onof this Lease pursuatlt to P�111grijph G.2(&) or Paragraph 9, an equitable ,i:djustment ,hall be made concerning advance a�e Rent and anv other advance payments made; by Lessee to Leuor. leS5or shall, ln addition, re tum to lessee sc much of lessee1 s Security
Oepo$lt es hes not been, or Is nr,\ then n:qulred tt> be, used by teuor. lO, Fl:eal Prop•rty tuu.

10.1 Deflnltton, A5 U5ed herein, the term "Re.ii Property Ta)(e.5" shall Include any lorm of u.seument; real erute1 general, special, ordln.uv or exttaortllnary, 01 renlal le.,,.,. or tall (ot.herthan Inheritance, pel10nal lncome ore!.late ta)(esJ; Improvement bond; and/orltcensa fff lmposed upon or lll'olled as11lnst any le�I or ettul!able lnten!st of Lessor In th& Premises or the Project, len.or'.s right to other Income therefrom, and/or lusor's buslMU of \&aslns, by.iny au1horily having the direct or lt'rdlted PQwer to tax at'ld where the funds are generated with reference to the Building addn:us. RHI Property Takes shall also Include any tax, fee, levy, usessm�nt or charge, or any increase therein: (I) Imposed by reason of e11entsoccurrlft8 during the term of thb lease, Including but not llmlted to,• change In the ownership of the Pretnlies, and (II) levied or assautd on machinery or equipment provided by le,ssor to lene11 pu1suant to this t.easn.

10.2 Payment of tlx.s. In addition to Base Rerllt Le"8e shall pay to lusor an amount equal to the Real Propertv Tax Installment due at lea$t 20 days prior to 1he appUabla delinquency date. If anv such Installment shall caver any period of time prior to or after the e11plratfon or termination of this ti.lase, lm'!e's share of ,uch lnslallment shall be prorated. In theevenl lessee Incurs. a latetha111e on any Rent payment, lessor may estimate thecurrent ll.eal PropenyTu,es, 1nd require that such \a)OC!S be paid In advance to leuor by Lessee mot1thlv In adYan.te with the payment of the Dase Rent. Such monthly payM�tsshall be an amount equal lo the amount of the estimated lnsbillment of taxes dllllded by the numb" of month$ remaining before the month In whll:h said lnitallment becomu dellnquent. When the acMI amount of the applh:abte tax bUI Is knowl'I, the amount of such equal monthly .idvinco pavm0:nts shall be adJusll)d u required to provide ttie funds needed to pay the aJlpllcable ta1<es. It the amounl colletted by tossorls lnsufflelent to pav such Real Propertv 1&){8-S when due, t.esS\le shall pay Ul!ssor, upon demand, such addltlontl mm as Is necessary. Adll)nce payments m11Y,be-lntermlngled with Other moneys of Leu or ;;1nd shall not bear Interest. In the ewnt of aareach by lessee In the performance of lts obllgattoM under this lease, then anv wch adv;ince payments mev be treated bv Lenor as an addlttom1I Seculitv Deposit.

10.3 Joint Aueumant. tf the Premises are not sepatately assessed, leuee's llablllty shall be a11 equitable proportion of the Reill Property Tuite$ for all of the land �nd lmpr011en1en1s l11cludi!d Within the tax parcel assessed, such proportton to be conclusively da:terrnlned bv lenor from the- re.spec.tive vih.tiltlons assigned In the asses$or'f worli sheets or such other f11formatlon as may be reasonably aval11ble,

10.4 Parsonal Property Taxes, less.ee.shall pay, prior to deUnquency, all taxes auesle-d a113ln:lt and le11led upon Lusee Owned Alterations., utility lnstaltatlons, Trade Fixture�, furnhh!ng.s, equipment and all personal property ot L.ess.ce. Whon posslble, Lem!e shall cause Its Lessee Own� Alteratlonsand Utility Installations, Trade Fbi:tures, furnlshings, equipment and allolhe, personal property to be assessed and bl\led separately ftom the real property of lessor, If any or umee's said property shall be amssed with Lessor's rtal property, Lessee 1hal\p1y les.sorthe tax&s attrlbotible to lessee's property within 10 da.ys after ceceipt of a written ttatement setting forth the U1xes 1P9Htoble lo Le1�e1
s property.
11, UtUltta5 nnd �Nlces. WU ea shall pay for all water, g.a, heat, llght, power, telephone, tmh dlsposal and oUler utllil1� and servlcessupplled to the Premises, togtthuwlth arw taxes thereon, If any such S4!1'\/lces ;ire not separately metered or bllted to Lessee, U!-me shall pav a reason1bte pr�ortlon, to be determined by Leuor, of all chs111es Jolntlym�tered or b!Ued. The1e shall be no abatement ofrenl and Ll!s$or shall not be llable lnanv nHpect whatso(!",ler for the lnadequacy, �oppage, lnttmuptlon or cns'°nttnuance of any uUlltv or service due to riot, itrlke, labor dispute,, breakdown, accident, repair or other cause bli!vond Lauor', reasonable control or In cooperation with &0V('rnmental request o, dlrecttom, �en d,vs of Lessoern,1n,n ,equen, lesseeagrees to de�., to lessorsuch Information, documenu and/oraulhorlzatton" "'"" needs In ortle, !or INITIA� . �
t!l 2019AIR CRE. All Right< Reserved. 1.!11 Edited: 2/25/2021 9:53 AM STN-27.30, Re.vised 11-25-2019 Page 8of 16
EXHIBIT 1
City Council 22 – 10 2/15/2022
Le.s.sor to tomply with new or existing Applicable Requirements rellltlng to commercli\l bulldlng energy USBge1 ratings, and/or the reporting thereof. :, 1 ,t, Ul81Hfl•rt and S�1bletuR9
14 1 tu,or1
t Coe:iuRt l\tqwlrad
la) L11Ulllll ,RaU111>t t'IIIURID•ll'I orb'/ QillJl�Oll ol lair: ?StlQR tr1ivle; Mof1!U8t or tncu�(,oll11ctt'llli;1 •11111•., •-lt•mr ,•1 1 Qr51.1bla1 ill�
PQR of LIIUH'r l;:at11Nu, 'n lhlt I Ult ?F ln'l iPe 0�11 lthout I tcrnr'r pRo� �'It
!O}-.U(lleu 14ltlll 1,) �o•p0"1�1l-A IPd IU "o,k ,. p11blld'{ hldtd 8111 I 11auo1111 1hl(k t11cP&Aflllt I d1iJR91 h1 ,1:1, '.(IAIIOI oFIQIHQ 1ball (Ql1Uil11t11 an ieq,1itln,9 tOPftN tl:i1 tCIAIMII; OP I f'IMtlblhe bad,, 11f Uk or mnn of tho lll,'ltlllfl CORl�OI of I ttl88 lhlll (ORCtl!utt 1 chaneo iR COA\l'Ol lor\Ris puipou, M The h1•u�I• ,11flt1nt of• e1 r111 or 11, au.1, IA JR¥ tr:;inuctlGn, or reilu of ,ra111awon, \bit,,,,�, l)f:mQ,Slt, 1ale, 11wq1�clttal\ flnanclng. tr.anlfar, la •atefJ'l'd b••t o I 01 aU,ar,,1,1), ,.,boehor or Aol a IC1tmol 2c,l9nmert Qr 11,'f0'11eutlon of lhls ba11• or \eu,,'1 "'"'' ort11'11 'rMCh re51:lt1 er wiH w::!t In a Po1duc'1n ct tl>o biOI i.llQ�l:1 of leGCQQ bi,• an a"'ouM 9r90tor\h11A a,K of ,u,11 Met \UgqR 11 It !IOI NPNHnt,d tl thetlq,e o,f\�Q IIOIIQlttlon Qllhlr tem1 or JI tho limo of tho MOIi '
.eGCIO� asclgqi:.11M to11,h!ch l1uorb1t cow.intad, or a, II 011lctt lmm1dla10__, prJneto t;tld(t2nractloA orlnnue�or, «instltut,ns ,,,ch reduction, u•hlcho1•1r1i1•a• 0� gr&Wo!r, chJll�dlt.id an ;iutencu,u ol w, I l)(MQ to r.ublch LoeeorMa',' udU,hold 11, ,anun, •NnH/Q,tti gf , .. , .... lhtU "11011 lhl 1111 1 Gll'th of l HIQI) 1(e11cludin9'.lny 0•1m1rto,rl en1bll1hod undw sonenl¾•accoptod accc 1Al!na prln,lplu Id) A.n 1ui9nJ1:11nt Pr, htattlne o ltho 11 coqctnl ,hitll, 11 I ,uor'c option, be> Oe�u11,ut.1blo afttr noti"8 par P<IA9nph 1� Jld� or a none11nbla aru� urilh\'J• t Ille n.-.•nlt1
• of 1n•,1Mtko ltld onu period If leitof ale ctr to troat 111Cll unapproved aulanmanl or ,.,bltWne II a l'IOAC.•J�able i111ac:.", lHtor fPI',' ,olthtr· (tt1"m1,a1, '"' LnlO, o, 1111 "P" 10 d,,,, ""'"" "�"• I,".," IP, m,nt.i, 0>11 •on1 lG UOM ofth OilO R'°l lRoo lo oflo� '"''"°' IA lh• $'"' oll'"h B,oa<h ar:id rental idJuum,nt, II) lho p,,ec:h;u,o prlc,o of >rw QPtloR to pu�cAa,o Iha ?:ra<rl,01 ti old hv I enae,hall be wb}tct to tlP'llar adj,,etment to 130% of the prJ(;a p111• 10,11lyin tfftGt, and {Ill allffxed a11d non �"'" ronlal adj111,"1IRU ,chcidt!lcidd1,dn9 ,ho co n:nhdarof \he 1?2'0 ltrm ,�an be J11m1sedto t 10M al tho sched,,lad Jcljmtod f!ll11t
,10»)-llAo�u�•••'�•�u�•�•"'d�.t»�u�eraph ll 1 b1 L(l,1er 1h:tlt b• tii:.-tittd ta ca�p•nA,QPI' da�aee1 and/Grh1jt,1n,Uuu 11.U11f !LI J qc,gr n:iay •i11�1onabl.1 u�ll�hold CORl(IAI 10 ) pniporod lCIIQAIJIClnl or lttblet\lns If Lo\lUM le IP °'ll;iult >t lht limo tOf'UiR\I[ req11Q(t11d Is) hlol¥ilU,rt;1ndln9 tho fi.m1eolre, allcwrlna a tit ml�h>'llt pol'Uon ofthG li!t01J1he1, lo 10 1q UNO for,t orlO!t1 lo bC111ted b11;1 lhlrd par\y•"ilndgr In connoc�h)A lttl 1.1:iCI lnlf)llil.h>ll or l 1<tndlne, fXllChlRG 0, paiypR0M chall 110\ con,1hu1e l "'blqttlns 1::1.l f.lMII lrld ,ondll.to11,,'lppll11lal1 U Aul,nMIAI tRdS11b1 ... ,,. (a) Rtt&llcdltf' nlles10□ wnsent no asslanmoot oc subletttae sbaH · (II be effectht& udlbout the ewpcttu written PFWmptton ""curb assignee or "bleueeor tht 0bi1tPdo11, ofl met nrldor this le1,e, (Ill ralea1• leuu of any obllaa"ont h1r.at ,ndtt, orUMI 1he, lilt pi:IMaPa• ll>blli�•eflu1eoo kir lhe p11irman1of II.OM.or !or !he pal:fotifr<IRGO afan'I o,her obl'&H,0111 to In pafforM1d by leun lllil l•nor m)•i IC'11pl Jltnt or p1A01mar:ic• of I woe·, abll9a\io11f team a,w poq;on othuthan l<tM'81 pat1dl119 ,ppw:alordtupprorl sf ,n :UilORf!AOM �lalth,ara dala1,11n tho appio,.,, or Glnppioval of 11ach udsnm.iint Rortho accoptanCQ of Ptnl o, pa:c!o,Ma11ea 111111 «rnun,uo, ,.,al'o,grorectoppol ot, auo,•1 �la.M IQ �C!fQ IU mmedla, for t UF'l01
1 0&1iult g( lhaadl.
le) I auor', conu1AI W 'lfl\' ;mi9nm1nl a, ,,,bletiln& ,tia.ll nee ,;gr1tlMt 1 conr♦Pt 10 a1:,,; wb1nquvnt aul9n'-l'4nt Qr111t118WAQ, ldl In \j;,11 Qlrenl of anyOelaull or 8re>c;h t-,, 111ur,e, I ass or ow; proceod dltoctbf ;,9;,f nit I au PG, 1n•i1G11J,an,o" or an•rro•l111 ro1pon1lbl■ fQrtt:1 PPtlow11nce of let'8e'r nbll!lttlont 11nderthlc L-83'0, lncludln9�.len110 At n1bl1ne1, 111IU1nul Ur1t 114l:,a111�n9 l 1uor1 o.ntw,.,�lble 1 POmedl•I ?ftlin(t ?N,t oth11r perso11 or
\h111ok-r 10 tuur, oe a,w ,er.ml\¥ held b\' I uuo,;
1,1 �a&fl 1oq1191t tor &OPIQAI '" 1n anlenmenr 01 11 bl11t:UnQ d�illba In ... ,1t1n9, ,ccompanled b\• lnh:mnal1oA relouJnt 10 Leu Hf"• dolerm'na\'lon H tg tha fin}nthl ilAd op11nt1oral r,"ponllbJU� and 3PPt<IPFl3\eA8'( of lho prqpo1ed >tt\9ne1 o, r11ble1,,ag, ioth:dlngbul not 'lmittd lo tho ln'°l\dUd 'om• )Rdi4)r fQll;t:l�od mo4lflntlon of 01e Pee111!re11 lta111,,, \OffCllhM udtb a fee of $50Q ;rt (on�ldont1on for I 01ror'r cQPt'darl11e and procaulne 11ld w,\nett 10"00 agrou to pro,Me I or roe udtb ,11,h olboc or nddhional 1Pf4rrp1tlcu1 aR#Qr doct1mon1at1on 1c m3',• be ttaronablV ,,quoited ($oo ,rco Oanar:,,ph 36) lfl AA'f anlQRH ct Of hlblHHQ URdll', this' saso shaU, bi.• roacon olatceptin9,,1ch 1UiQPMOQ�, anhulne IPlP met-u,b1Hst1 eren,ulne lnln l)QUIIISleA olthe Oremltes or an•,1 poAion tlHueof, bo doetTied t<> h,::,,,o auu«iod :and o1er<1ed ,A confotQ'.1 and eoin,Wt••�lq el�h nod Cl' fll\ tum, C')lranant (;OPdltlon and obReallor R1141h te bo ob111P all o, flarferq,ied by L11&•t d"Clne 1/.\,ttrP' ofcald ai;11en<r11n, or 1,:b1ea1fl otller,tian cuch obU91tlont ;u 3Nl contruvt.o 'olrlncon,lltent "Ith prcui&lon, of '" auianmeol 01 toble11e 10 which I mar bu tpeclf:lcalltl tot:tunted to In mrlUAQ te}--1.ouor't ,;or.cent to ln'/ 1csi9111n•flt or ,ubleWne cllad �ol band1u to the attlsnw Qt o,blocraQ >f:'l,P 0pNoneranWd 111 Iha a,ieinal Lenoo 1;i, �
1 Hilt, ,,,o
tnnrftirlt ,poc/kcalb; co11,entid10 byteuer lnl'1rt1be {S110P:m9tlph �O 2) 12 i Addldonal 'RltA-11 and CondltloH J\ppllc,bl•to lit bltn:IAI tt,o foU011dPQ tfllmr >nd eondrdonc rh?U 1ppy10 an•,• fll�lt(pg b\• laic,aoof alt or any pl� of tha ll:temi1a1 and th all be d&emod \,:,duded 111 atl soble1Se1 undQt 1h11 • •�•e •¥Aelb•r or not o•p,-ecely /ncorpo,11ed th11rolr· 1,1 'gs fol horgby nsl9nt andHandets IQ I OUQT 21! off HIGO'• IAlUHl In 111 •u•t pa•,'lblo on aA1/IUblone, 1nd I 11mu PH'/ coll"• fllth Roni and 1pp1'/ W'1Wl \OWlld L4uoa.'t obll&1UoA1 ondtr \Ille I aatllj pro: ld11d, l�OI' Ot11"', thll unt11 a l�eath 1h1H 11Wlf In tba po@rR131\CO af I 11strt11'1 obll9;illttAI, Jteuie maycollet;I IJid �IIFtl In 1b, lt1'41AI lhat ,ne ?MC'IRI collected h¥ I 0110( 8KCNdG L01£oClt'I then OU--URdlne ohll9at1ons 111�•,vell ,x�••t Ehli bew!stndrd to Ltssee L,uor ,hall POI, bl/ IOUOR Dftl:lt lor•aolneor 1A'f ac1l91Mtnt ol 1111,:II cublea,e1 norbr,1 (IIHQn of th• eo11,�'i19A el R\lnl, bt da\lmd 1',bl■ 10 �e toWtclto I-Oran•• hlhlft oflQltH to 11odoiM ll'ld �omp!y ml,IIJn•tof L(mH't o�llaattcAG to cuctl Ct,1blo110t l'liisteo llenbylrrtno;abk a,,1hodu1 a�d,rreclt u,,w+ rt;,/c11«1t, 1,>on rrllGQip\ of., w,iu.tA noU'8 fR>A'I l•11or Oad119 that a Ptnch orlU1 In lhe p11P:ortn1nc1 Qf I 11ueo't obU9Won1 under thit I one, to pay 10 Leu gr )I! Roni d111 1.md to bo;omt dne uodQt tho r11bl?)!O $nbh1Ut111 cb:all '?'l�OA-iA¥�or and thiU p�• all PIPfltl lo lo1,otwlth111.11 tRlf obll&1do11o or rlftb:t to l�qvlrt u tc •rhalh$. u ch Qrnach nxilt1 Mtu�lh,hedlne >"',• clAlql ffiom I 1011P In the ,;qnlraio,, lb• IA \ho u •eAtof a lho;1chb'f 'Ainu, tenur n,a,. 111 lu opi:lon, roq•�r• ,11blotcl'u1 to attom to I euor, lnwhlGh w,tnt eeuorthPU 1111dei:t.Jh lho obll&1tl0Rt of tho t11bl11,uw 11Adu nd, 111bloace lrorn tho tJm11of the 1111e<cl,e of cnldcptlon &o IRo axplrntic:m of cue� tubluu1 ptotcld1d, l1owe11tt, liner thiill ,o, � .. llablO lor lA\IPUPlld ronh or mrrlW dopo,itp1tld b1• ,,1et:'t ,11b1H1oe \o ,.,.,b S11blt15«i'r pr f.oraJ1yp1lor Qefa-.il-u �, areaa.het gf u1Gti. ,11Cil11t.ior 1,1 l'tr'J rta"ar 1eq11ltin&\he 'OctA1e11t Ill ttia cvblet"'' l.l!Ulor , wblu11 1hall alto requl�o tbec:onr11nt of foes�• ldl filCI roblauot 1hallfoAhor aulen o,r 111blel all or Jfll, pJf!t of the Pramfsllf uilthnutl tttcr't prl11rt •r� �o) I ottor 1h�ll de!J.1or > copyol nm;notlca of Peh1dt or a reach b•/ Ltnoa 101h "1blo11u, ,vho shall hm11 the rlet-• le cma\11■ o,hull "' it OH 1uilhm. the QPOI padod, if an'i', 1petiliod lA tuch notka Tbo h blet*Oe 1haU haue l J;15bl or r1l1RbUrttmeRt11nd ofhat ffO� tod 19zirU LlilUta ku ll'lf 51,ch Oefa11ltr cuied �¥ 1hl wbttllM
U, Dot.Jlt} Breuh� Remedies,
13,1 Dof•ult; Btt:ech. A "D11Jault"ls defined asa faUure by the Lessee to comply with or perform any of t� terms, covenants, conditions or Rules and Regul.lt1.ons under thls Lease, A •ereaffl" Is dcH!led M the occurrence of one or more of the followlng Defaults, and the failure of Lencre to cure such Default within a applicable: grace perlodi
(0 2019 All\ CRE. AU Rights Reserved,
STN-27,30, Revised 11·21 ·2019
latt Edited: 2/25/20219:53 AM

Page 9 ends

EXHIBIT 1
City Council 22 – 11 2/15/2022
la) The abandonment of tht Premlies; or thevacat111s of the Premises without providing a c.omml)rctally re1:uonable level of murlty, or where the c:overage of the property Insurance desctlbed In ParagraphB,3 rs Jeopardized asamuJt ther<!of,or without pro11ldlng ren$onable usu ranees lo mlnlmlie potenttal vandallsm.
(b) lhe f.illura of L11s'8e to make art( payment of Rent or any Sec�rlty Deposit re�Ulred to be made by Leuaehereunde.r, whether to Lessor orto a third party, when due, to pro-.itk! rf'.Uonable ltVldence of Insurance or surety bond, or to fulml any obllgatlon u11der this Lfase wh\c:h t!Odanaeu or threatens life or propl!rty, where .such (allure contfnues for a period of 3 bUslness days followlng written notice to Lessee. THE. ACCEPTANCE ev LESSOR OF A PAl\llAL PAYMENT OF RENT OR SECURITY DEPOSIT SHAU NOT CONSTITUTE A WAIVER OF ANY OF t.tSSOR'S RIGHTS, INCWOlNG lr5SOR'S RIGHT TO RECOvtfl POSSESSION OF THE

PREMISES,
(cl The failure of leS$Qe lo allow Lessor and/or lt.$ aaents acco� to the Prt:mlses or the commission of w,sle, act or acu eonstttutlng pub lie or private nuisance, and/or an lllea•1 actwltyon thG Pre.mises by Les.s-ee,where sueh actionsc.onUnue lor a period of 3 business days following written notice to lessee, In the event that Lessee commits waste, e nuisance or an Illegal ittllvlly a second �me then, the Lesso, may elect to treat such conduct as a no,n.curable Breach rather lhan a Defaull.
ldl The failure by tu�e to provide [11 reasonable written evidence of compliance wlth Applltable Require menu, (111 tnlil Hirvlce contracu, (lll)thc �clsslon of an unauthorized uslanment or subletting, (Iv) an Estoppel Certlfk:ate or Hnancial statements, M, reque�ed subordlm1lfon1 (vi) evidence concerning any guaral'lty and/or Guarantor, {v!l) any document requested under Paragraph 42, (viii) materlat sarety datiill sheets {MSOS), or (Ix) any other documentation or Information which LesKJr may rea1on0bl'!' req1.1lr1 of leuoe under the terms cf this le:11se, where att)I such fcJllure continues for a period of 10 days followlng written notice to U!Htf!.
(e) A Oefalllt by Les� as w the term$, CMnanU, conditions or provisions of lhl$ Lease, or of the rules adopted under P-ar;graph 40 hereof, other than I hose described In $Ubpar.igr-aphs 13,l(al, (b), (c) Qf (ti}, above, when1 suth Default conttnues for" perlod of ao daYtafter w1\tten notice; pro'Jlded, ho�vor, that If 1he nature of Lessee's �fault Is such that more than 30 day, are reasonably required for ltscwe, then II shall not be d�med to � a Breath If Les.see commences such cure within said 30 day per kid and thereafter dlTigently prosecutes such core to completion. (fl The oecurret'ICe of any of the followlngevents: II) the making or any general arrangement ot as�lgnment fotthe benefit of credltofl; (II) bacomlng a �debt(lr• es defined In 11 U,S,C § 101 or anysuaes.sor statute thereto (unless, kl the ease of a petition filed agalfdt lessee, the same Is ditmlssed wltMn 60days)i (nl) the appointment (If• trustaa or re«1Net to tab pomnlon of subsl,ntially all of l.es$et's ,s� located al the Pri!mlses or of Lenee's Jnterest In this Lta.s:e. where pocmslon Is not restored to Uuee wllhlo 30 days; or (Iv) the att,chment1 exetutlon 0crother Judicial selture of ,ubstantlalty all of lessee's as.set! located at the Premhm or of Les.sea's lntere$t lit thl� Uu1se, where such 9eJzure ls not discharged within 30 days; provided, however, In 1he event that any provision ot this subparaaraph Is eontraiy to any appllcabla In� suth provision shall be of no force or effect, and not afw:t the valldlty of the tomainlna pl'O'lislons. (B) The d't$co1,•fHY llut any Rnanclal statement of Lessee or of any Guar.11nto, &t\llln to Leuor was matetl1llv false. (hi If the performance of L1m1ae's obllg;il1ons u"der thls leasa ls guaranteed: {IJ the death of a Guarantor, (II) the 1ermlnat1on of a Guaran1or's liability with tespect to this t.ea1e other than In accord ante with the terms of such gu;ranty1 (nil a Guarantor's becoming tnsol\lt'nt or th& subJ1ict of a bankruptcy flUng, (lvl a Guarantor's r1iusal to honor tlia guaranty, or Ma Guarantor's breach of 11.5 guaranty obligation on an anticipatory basls1 and Louee's failure, within 60 days follow Ins written notitt of any suell event, to proYlde written alternative assurance or security, wh\th, whe.n coupled with tho then exbling resources of tesste, equals or exceeds the combined flnandat cesour(es of Lu see and the Guuantors that existed at the ttme of e�ecutfon of this lease, 13,2 Rem!dlr.'ls. If te:wie fa.I� to perform any of Us affirmative duties o, obllgations, within 10 days after written nottc• tor In case of anemersency, without n-otite), Lessor may, at IU opUon,perk>rm such duty or obligation on Lenee's behalf, Including but not limited to the obtaining of rf)a1onab?y required bondi, Insurance pollcias, or governmental llcellses, permlt1O, approv.,ls. U:lssee 1hall pay to Lusor an amount equal to l1S% of the com and ekpensei Incurred by Lessor In such performaote upon rec el pl of an lnvolc'1 therefor. In the event of a Breach, Lestor may, wllh or without furtMr notfceor demand, and without Umlttna Lessor In the eXi?rthe of any rleht or remedy which Leuor may have byrea5on of such Breach:
(a) Terminate lessee') right to possession of the Prem I Jes by any lawful means, In which taJe this L.ea,eshall t�rmlnate and Leuee shall lmmedlatll:ly JUrrender pos�sslon to leuot, In such event Lessor $hall be entitled to recOYer ftom LC me: (I) the unpaid Rent which had been eame-d al the time of termination; {II) the worth at IMtlmeof award of the amount by which the unpald rent which would have been earned after termination until the time ofaW\lrd eitteeds lhe amount of such rental loss that the lessee proves couldhwe been reasona�'t' avoided; (HI) thQ worth at lhQ tfme of award oftJle amount by which the unptld rent fur the balance of the term a rte, the time of award exceeds thl! amount of such rental loss that the Lenee proves could be reasonably avoldedi and IN) any other amount necessary to comp1msate lesw tor' all the detrtment proxlmately mistd by the t..essee'l failure 10 p!rform Its ob!lgat101u under thl5 lease or which In the ordinary course of thlng5 would be llkelyto re,.ult therefrom, lntludlna but not limited to 1he con of rtt:overlng pcnesslon of the Premises, t11penm of re1ettlne:, indudlng n&eessary renovation and 11ltertt-!on of the Prtmlses, reasonable attorneys' k:U, and that portion of any leaslng oomml,slOn paid by Lessor h't tonnectlon with this teue 1pplkable to the unexpired term of this Lease. Tho worth at the time of award of the amount referred to In provision (UI) of the lmMedlately p,ecedlna 1tmt�ce lhill1 be computed bydls«iuntlrig such amount at the discount rate of the Federal Reserve Bank cf the Dbttlt1 within whlth tho Pntml�s are lotatod at the time of �rd plu, ol\e percent. Effort, by Leu or to mitigate damages caused by Unsee's Breach of this Lease shall not waive lessor's right to ceoove, 11ny damages. to which lessor Is otherw� en ti tied. If termination of t11ls Lease ls obtained tlirough thfl provhlon11I remedy of unlawful detainer, Lessor shall have the right to recover In such proceeding anv unpaid Rent and damages al are r9coverable therefn, or lessor may reserve the r'8ht to r�cover all or any patt thereof In a separate 1,ult. If a notice and grace period required under Ptlr;graph 13.1 was not prevlouslv given, a f\otlce to PBY rent or qult, or to perform or quit given to Lessee under the unlawful detaff'\tr statute shall also trJns"tute the notice- requited by Paragraph 13,1, Jn such ease, ti� applicable grace period require-ti by Paragraph 13,1 and the unlawful detainer statute ih•II run concunently, and the fadure of less� to cute the Oetault wtlhln tha grnter of 1he two such grac:e pettods shall constitute both an unlawful detainer and a Breach of this Leaw entitling lesror to the rt1.medies prc;.,.lded for In tlils Lease and/(lt by said statut@. lbl Continue the Lease and Lessee's right to possession and recover the Aent as It becomes due-, In which ev,ant Leueemay sublet or aulgn, subject only to reasonable llmltattons. Aru of maintenance, efforts to relet, iillnd/or the appointment of a receiver to protect the Lesso,1 s Interests, shall not constnute a
tetmlnatJ.on of lhe Leuee's right to possession,
(cl Pullueany other remedy MW or hereafter available under the laws or Jvdlcl.il deClslons of the state whflreln the Premlsil are !ocat�. 'fhe explratto11 or termination of this ume and/or tho termlnatlon of Les�e•srlght to po-™lsslon ih;lll not relll!v<t Lessee from llablUty under any Indemnity provisions of th I$ lease a.. to mJ.tlf!l'S oQ:urrlns or accrlllngdurlng the term hi:reof or by re.ison of Les�e•s occupancy of the Premises.

13.3 Inducement Recepture, Any agreement for free nr abated rent or othtr charges, lhe cost of tenant improvements for ltruee paid for (If performtd by lessor, or for the giving or paying by lessor to Cir forleuea of any ca1h Mother bonus, Inducement or consideration for l@SSl28'1 entering Into this le Me, all of which concessions •re hereinafter referred to u "lndutflment Pro'llslons," shall be: deemed eondttlo11ed upon Le:!>$ee't full and hilthful perf(lrm1mttt of all of the term$, ccwonanu and condltlol'IS of this Loase. Upon Breach of this lease bV Lenee, any such lnduetrnent Provblo11 shall autom•tlcallv be deemed deleted ftom thl$lea�e and of no further force oreffett. and anv rent, other tharee, bonus, li\docement or COl'IS!di!!r11tion theretofore abated, g\Ven or paid by Leuor under ,uch an �• Provision ,h,11 ,. lmmodlal•� duo ,nd payable by ,,,.,. to '"'"'• � ng any sub$eqUefll cure ofnld Breach by u,s,ee. The ae<epta�,� .
by
.

INITIALS >
© 2019 AIR CRE. All Rish� Reserved. Last Edited: 2/25/2021 9:53 AM STN-27.30, Revised 11·25·2019 Page 10 of 16
EXHIBIT 1
City Council 22 – 12 2/15/2022
Lessor of rel\tor theturt of the Breach which 1rima1ed the operatfon al thls parasraph shall not bt deemed a waiver by leuor ol the prcwlslons of thls paraaraph unless s!)(:ldheally so stated In writing by Lessor at the t1me of suth acceptanc.e.

U.4 late Charges, le,See herebyatknowledgcs that late payment by Lessee of Ren\ wlll "'use Lesso, to lntur cosl.S not �ntemplated bythls Lease, the exact amount of which win be e11tremely difficult to asantaln. Such ooru Include, but are not llmlted to, proceuln& and auountlna eha,get, and late charees which mwbe lmpcsed upon Lessor by any Lender, Ac:cordlngly, II any Aent shall not be rece\vtd b, U!norwl\hln 5 days after wch amountshaP be-due, thtn, without anv requirement for notice to Lessee, LesseeshaU lmmedlatety pay to U!ssor a one-ttmelate charge equal to 10" of each such OY!rdue amount or $100, whichever b greater. 1he Panias hereby agree that such late ch use represer'lts a fair and NIBSonable estimate oft he costs Leuorwlll Incur by rea$0tl l)fsuch late payment.

Acceptance of such !ate charge by Lessor shall In no event constitute a walwt of leuee's Oefautt or Brtadi wtth mpect to such overdue: amoul\t, nor prevent the I exercise of any of th& other rlahts and ,emedles aranled heruunder. In Iha 1111.W \hit a la,, cllaFf!,a 11 pay�blt lltN••Rdtt, tt+Mh,r or AOt c�last.t, fQr a Q&!An;wlilw 1Amllmaf1
........
,c of llan Ran-, tlmi 11olo◄-h11udlP9 JP'f ppgorl1kln gf 1�1, 1•111 lo\ha cerurafV, tu, Rini ihal� a�11uor'1 op�on, b1wm1 duaand pai1tblt qwaRoslr: IA 13,S lnterttt. My monetary payment due Lessor hereunder, other than late chtrges, not ,ecelved by Lffl.or, when due shall bear Interest from the llSt day after It was due, The Interest rrnterast�l charged !hall be computed at the ratt of 1oKper annum but shall noteKCeed the maximum rate ahowe.dby law. Interest Is payable In addition ro the potential la\t dmgeprovlded for In PJraaraph 13,4, 13,6 Brt1ch b, lessor.
(a) Notkt ofBretch, IAHor shall not bl deemed ln breach ofthls Le11eunleu Lessor Falls with.In • reasonable t1me lo parform an obllaatlon ,equlred to be performed byle5$0t. For purposes of this Paraa,aph, a rea,onable time shall In no event be lds than 30 days after tecetpt by Lem,. and any Lender whose name and address shall have been furnlthtd to Lente In writing for such purpose, af wtltten notice spec:1,Vlng whtl'eln sudl obllaatlonof Lessor has not been performed; provided, however1 that If the-nature of Lessor's obllptlon Is such um mare than 30days are reasoitably required for Its performanceA than Lessor sh11II not be In breach If performance Is commente� within such 30 day tMrlod arHI thert1fter dlllgenttvpu.rsued tocomplttlon. (b) Perlormance by Let.see on Behalf of l.essor. In the event that neither Lessar not Lender cures said broth within 30 days afterreailpt of said noltte, orll MVlnt commented said cum thev do not dlllaentlv f'Qrsue lttocomplatton, then 1Asw11 mayelectto eura sald b,each at lessea1s expense and offset from Rent tile actual and reasonabl4 �" to perform sudleure, provided, however, th•tsuch offset shall not exceed an amount equal to the greater of one month's ease Rent ot the Security Deposit, re-setv1n1 le$St1e', rlaht to seek reimbursement from Lessor for anvsuch expense In eKat$$OI such offset. 1.esseeshad document the cost of said cure and supply Hid documentatton to Lessor.
14, Condemnetton, If the Premises o, any portion there.of are taken uRdet the power of eminent domain or sold under the threat of the exettllt of said powtr (oolleatvely"Condemnat1on"l, this Lease sballtermlnate as to the part taken as af the date the C1Jndemnlngauthorltytakes Htleor poS$t.SSlott, whichever first occurs.

If more than 101' of the Bulldln& or more than 25% of that portion of the Premises not occupied by any bulldln& ls taken byCondemna.tton, Ulssee may, at Lessee's. option, to btwirclsed In writfna wtthln todays after Lessor shall have given Lessee written notice of such taklna (ar In the abM?nce ofsueh ootft&, within 10 days after the condemnlngauthorlt.v shall have lakeo posseulon) termlnatti lhl$ Lease as.of the date the condamn!ns authoritytakH SU<:h possession. If le�see doet not terminate this Le:asetn aa:ordance with the foreaolne, this Lease shah «1maln In full fottaand effect as to the portion of the Prorl\lses remalnlr,e.etcept that the btse RentshaU be reduced In proportion to the rtductfon In udllty of the Premlses ceused by such Condemnation. Condemnation awards and/or p-ments shall be the property of lessor. whethe, such award shill be made as compensation for diminution In ¥alue of the leasehold, the value or the part raken, or for smrance damages; provided, however, that Ltssee shall be entitled to any compensatfon paid by the condemnor for Lessee's rtloc:at1on expenses, Ian af business goodwill and/or Trade flKtures, Without resard towhelher or not this Lt:ist Is terminated pursuant to the provisions of this Parigtaph, AUAltetattonsand Utility Installations. madato the Premlsts by lessee, far put90ses of Condemnatton onlv, shall be considered the property of the Lessee and Lessee shall be tt1tltled to any and all compensadtm which ls payable ther1(1ir. fn the Mnt that this Lease Is not tarmlnatad by reason of the Condemnatfon, lessor shall tepalr "IIY damage to the Premlses caused by such Condemnation.
1$ IIJGl111ra11 .... II
S5 J Acldl"'•II Cono-11slOA IP addldon In 1�1pa•i'�DRH o,�1ad puu1aaiUt.11 Pa,aa,aph � Oaiaouo1 IHUF •&�HI U11t1 I•� 1,LeH .. 111.-�HIIRY Op&l�R, Ud II 1111"011 o, :liAtfORQ afflUalod u�h I HUii a;qulJ:GI IA\lliehH IOI�• 51:flMiltll 11,1111b,, pflmlHI QjlFRld b; lt1Hi:and IOHltd ttilllllA d�• lillH ll1oj11;&, IIIA\'1 ll�UIIR 111Qlchc11t ll:r•MIHl 11 lo mad. 1,11& lfilHH feAlllAI IA p,HHUIOR oi1t:ae llF1mlu11, 11,lllllh• CGAIIAlt111i1 flUOfi aRe,u,a eicplRl�IHI oUlll5 I IHI, D�4dl It lac. Aea&ls IAGflH·� oi11,111u bt1 IBIOIMIIU OF opo.aChilA ul IA 11e;alalh1A Gl:;11111 IIHIIA, ,11,11, LHtl' 111111 pa1,1UA11k11R1 a fa, IA acco�lACII ulidl Cha 1111 lid\a .. ,, otlhl lhukar, IA llll8'1111111 lllnlll lllfl 141i11111i'al tNICUlld :n.1 pcO'll5IOIU ot&hl1 pa�ae1apl\ alt IM1nd11d IO IIIPlr:fitdl the ,-:oi1l1loA1 OI IA'i1 n,IIH/il&,HIIAIIA' te lh GIIAIA1¥ n ;a 110111151:dH ot06lll1•iwn• IAY .*'1111; IUIFIRd1Ue11 al I 11mo11 1 ilUtMUI Ill lhl1 I 111a, 1hall ll1 dHAlld IO lla-• HIUMlld I llilDF'I Dlll)&a'41UI �8'1l1Adl� lliokau 1hall Mi 11\IRS·p;iiR�• b1n1PclaslHat t.111 puiulcllnu at Pia11gcapll1 I Q. lS, :22 a11d U Ill HCOI tallc 10 pay to IIMJhn a� '"'0111111 do, 11 IA. roe: llrolcaca .. ''" p1r1afniAa 10 thit I ea.,. 11sh1n d1,19w 01111. such amo'*"'' 1hall xau11 1iu110&1 In iddldoit, If L1c11rfa"''' fl:a\•IIW)• IMII.IM.1111 ....... IF1hlr11lh1A ...... 1,, ..... au1kiN AU� HAd m�ililH AOIIHIOI IUIH and� .. ". ol111ch fall lr4 ancl le I u1oslall1 lopay1111;k IRIIIMIAUmlUdA I.O d111t allaJ 11ld RQlt'11 I.IIHH 11:!all pay Hid Al011U lQ u, a,e�,r and raffu1t ,wdi amllllRI, G(pkllt RI Pt Ill )ddllhm, t ,,ma'r •�ok11=11:1,N he 110'1':ld lo bt a lhlfll �•"'1• bt•aflclapt cf ti AW con11qlnl11A l8f18Al1AI 8Atlrtd lqW b\l ud/4J btUIIUltA IHH� IRd L1110,!r a,c.A, foFthCI Qmlltd p1npetsa g( cell1r.\lA9 ac,,,, bR!lr.tRfl(I fta lliUlltd lli i a1pt01tAla"lnt 111dlRdJ1Mnl·• ,, lrok1rRllnio111hlp1 IHIU Dl'ld Lino, tact. ftt1FlltAt aAII l'�Ff•n, \11th ulll.trUuult 11.athali ROdHIIRp mllh IA'.' pUIOA1 ti FM, luokar. a841AI OS flAdH lgUl1i lhaa lho l,gkcu, I Ad llgtAtl, 11 aA\11 IA l:IIAAtCliOR -�,ltb lbl!F I eac,, and tbat "Q 01111 GUIii: U1111 Hid caamad u,ok,u and A&IIAll It IIAdllad tD .... COIQAIIHIOA or 1Ad11r'l 111 IP roeAOd#CA lttrou41l1 I,, ... and I IUOF do 1a,;b ktMlli•.• aer11 \o IRdaMAI&;, pro'lec.t, ... nd ,nd hid d1• ;,thia, ha,ml111 irom and ap"'"-!labllllr,iro, tOAlPlilAllijQQ oc ,hai:&111 •'lhlcb •ay bo clalMlld b\l .. ,,. ,11ch 1111in111A1d bUlkltti R,utu U 01h,, IIMIIIJ Plft.ltl;,� 1111011 ne •iw dHIIAftl or '"'Q"& 11f 1h11t1d1111Rlf\•ln1 PIM!.1: IAsl11dlAae11,, cu,,, .. p1nu1, ,uvm•' IIH rn,eAaO�, jq;11m1• 1'ln rtrp11tUh111\u I t&. Estoppet CertUkaW:s,
ta, Each Party (as 11
Rupondln1 P1rty"J shill w\thln 10 days after written notice hom the olher flirty (the "fllequ,ntins Purty•)eKeeute, acknowledge and dellver to the Ri,questene Party a statement N1 wrltCng In form sfmlla, to the then mo.st cur,ent "b10ppe1 (ertiftcate" form pubilshed er AIR CRE, plus such addltfanal lnfoonatton, c.onflrmatton and/or stat,ments as may be reasonabty requested by the Requestfna Party. (bl If the Responding Party ,hall !all to execute or deliver the Estoppel Certificate within sudl 10 day period, the Requ<sUns Party mav execute an fstoppel Certtftc.ate stating that: Ill the Lease Is In full torce and effect without modlflcatton tKC:ept as may be represented by the Raquattlna Party, (IQ there are no um;ured defaults In the Requmtlne Party'sperformanct, and (111) 1rLessot ls the ReQuestfna Party, not more thlln one month's tent has been paid In ad\lance.

Prospective pun:hasers and encumbrancers may rely upon theRequestins .,,rty1 s Estopp1d Certificate, and the Respandlns Party shall be estopped from denying the J:[J::_
truth of the facts contained In said Outffltatt, In addition, Lessee 1cknowledaff that any ta.Jiu re 011 Its part to provide such an £stoppet Certlflcatewlll e.Jpoae Le:mr "°""""IV cau1e Lessor to lnmcosu nottonlampl,ted by th� Lease, tho extent of which will beenremely dlffi'11hto asa11tal� Aca,rdlng�. should the � INITIAlS
© 2019AIR CRE. All Rights Re,erved,
STN-27,30, Revised 11•2S·2019
Last Edited: 2/25/2021 9:53 AM
Page ll of 16
EXHIBIT 1
City Council 22 – 13 2/15/2022
��d,-wl!h(l'lt
Lessee fall to e:xecute and/or deliver a requested E$tOppel Certitlcale In a Umelyfashlon. Lessee shall pay to Lessor a fee of $500 lhA mor>thht lAV n11qultOMont (Qr nNiCt to I OSSH1 by )A a<flOllnt •ct ,al ,o JO>'. oflAt l�tA •Hlit!Ae Ba 1, '"Int tr$ lOOi whlcR1••111r 1£ euatur far �111malndll1 of the I euo 'rhe Parde$ agree that such lncre.aseln Bue twnl rtpnt�nts fair and teasonable compen�tton for the addltlonal risk/cons that LeB.or WIii incur by rea$o·n of Lem e's failure to provide !he E1toppe\ Certificate, Such lntfea59 In Bast Rent.shall In no event constitute a w;lver ol lessee's Oeltn1lt or l:lteach wllh res peel to the lallure to provide the E�toppal Cet'llfltale nor prevent the exercise of any of the other rlRhts and remedies granted hereunder,
(cl If lessor desires to Hnimce, re�oonce,.or sell the PremOOS, or allj' p.a1t thereof, lesse(t and all Guar.intors shall within 10 days after written notice from Lessor deliver to any potentlel lender or purchale!r designated by temr such flnanclal statemenb u may be reuon11bly required by su,h lender or purchaser, locludlng btJt not llmlted to Loute's flnaRelal statement$ for 1he pa.it 3 ��. All such flnanclal statemer1ti shall be received by lessor and such leOOer or purchaMtr In eonfldence anti thall be U$ed only felt the purposes herein set forth, 17, D-eflnltlon of Ler.sor. The term "&Auor" a, used hmln ih1ll mean the owner or owntuat the tlrne In question of the !0Qt1tle to the PremlS<H, or, If this 1, a sublease, of lhe lesue1
s lnlerut In the prior lea$e. In the !!vent of ■ transfer of LailOr's 11th1 or Interest In the Premises or th1s Lease, Lessor shall deliver to 1he transferee or aulgnee {In ca$h or by credit) any \JllUStd Security Deposit held by Lessar. Upon such transfer or a!slgnment and delivery of the Securlty Deposit. as afore�ald, the prior Le�,or $h�II be relleve.d of all l�blllty with respect to the oblleatlons. and/or (ovenants under this lease thereafter to be performed by the Lesior, Subject 10 the foregoing, the obllgatton:s. arld/ot covenanU lfl this Leue to be pMormed by the l,.euor shall be blndlns onty upon the l.eS1or u herolnabove dehned.

18., S•11et1blllty. The lnwlldltyof any provblonof this tease, as dewrn!ned by a court of competent Jurtsdlctlon1 shall ln no w;ry affect the valldltv of any other p,ovlslon hereof.

19. Days. Unless otherwise !peclflea11y Indicated to the contrary, the word "days" as used In this lea-ie shall mean and refer to calendar daY$, 20, Llmlt.o\fon on Uabtnty, The obllgadons of Lessor under th1S l.i2:ue shah not oonstttute personal ohlleations of Lessor, orlU partner$, members, directors, offleers 01 shareholders, and Lenee shall look to the Pn!mlses, and to no other as�ts ol l<mor, fOf the satisfaction of any llabllltY of Leuor with ro�eet to this lease, and shall nnt seek recourse as;ilnstlusor's panners, member,s, di rec tots, officers or shareholders, or any at their personal auetstor such utiriactton. 21, TI me of tuence, Tlme Is ot the essence with respect to the performance of all obllgatlons to be perl'ormed or observed by the Patties under this Leaw-. 22, No Prior or Othf!f Agreements;. Broker Dltd,lmer. This lease contalni allagr�ment$ between lhe Parties with respect to anv matter mentioned herein, and no 01her prior or contemporaneous agreement or und1mtandlna �hall be effecl1w. Lts:sor and Lessee each represents and wa,mnts to the Srekers that lt has made, and Is relying solet�upon, its own Investigation as to the nature, quallty, character and ftnantlal responslbltlw of the ather Party to this lease and u to the use, nature, qualit� and charactet of the Prem bes.. Brokers h�ve no responslblllty with respect thereto or w!lte respect to any default or breach hernof by ell her Par,y. 2i NotlCH
J� 1 �Cid" At�••lrtmt:r,h ♦U nralil-;;tr raq,:l�d or por-ml�od b•; thll LeaH o; appUc,btp la1,, 1l>1Q b■ ln•oi!ldno and mai,•bo doll• oml In p■Flaq (brtiand orb\• GOIIFiOF� Qr A'llyba HIU °''"OtrlJr, cert1ft1d Ct ••aMarcd e,;)I or II $ Postal hti�Clli hpmt t4al� dthpm,■61 pt:tp■lct, Qt byhc,lr11ll•\R1PIMIUIOP, otb'!' om:au. lRd 1hail ho dumadsufficlen&tv o�•on lfSCll'lr'ld-iA-a-mlllPOf IP9'iHCJd 'p 1h11 Pm9t1plrl! li lAI i1ddmt11[ notad JdjaoanltO a P.ll1\l'U181ilt1Ntt on Ulit L•<W) ahalj b111 ,i,,., P1r1/1 zddrocc ford■H ,er; or m,Wne W Pe41ct1 Utll.trR1Rv neiiytJv ,or,Uten no\iceto ,hoo�hor spe,1ty 1 dll'amnt addttss hltnodc:a, e11npl 1hat \ipon teuee'1 ""1RB pore1c!on ofU11 Pt:1P'tl111, \he Pw»lres 1b■ltGon1ttluto I tUQe't Jd#oa1 for"odre II cop•, 9f1hRolltH to 1♦1,or 1PaH 1.:4 emuorsen0')' tnnrmlattd to rucb ?Ui',t9r pull,u >t ,�h 1ddrancu u I atfcrt1a1; from Mme to time hlllnftor � U 1 DI._. of �IQ&IU l,f'i\l ROUct cent b�1,:091itued er$Or1lf1111d 1111111, ,-tun rHCJlpt �eq11eel111d, 1h11t be dHP'ted l}l••on On ltle date of deU,1111111 thomA: ;n \�e �t c�id orlf no dolh•eA·da1, 11 ch own \he pcsts:nark t�e�eon If centlw 10e1dae mall tba notlca 1hall b•do11rned fllven ll �9••� af\uth1 11me h er;ldPIUed 11 '4qUl�tin ,rd m,11od � .. Ith pouaee �p>ld titoti,a, doiirorod bi• llntt�d S1atQt S>epn11 Mall or •"lliAJehl -;;01irLtrtha1 ei11:ar1n11wu JM!'it da•;dalluel')•llnU IHI deemvr;I sb1en 14 hO'l't i?httdt'hitni• of the nme to the PflrlalS'lPtlco or Go1ol1r �hallut dtl�•1tt11db,,, lnnd, or tummlltllldb•J li?Cslmlll) ltan1rqlu!on Gr bytmall ,hall bo dOlltM9ddall-"'�iild 11pun ulual re,olpt 1f I\OoliH le reselt •rf PR t tat rFdJr,1 Sunday gr legrl lwUd1t;. n 1RaU !;111 dUModr&$1ith�d &nlhe �<Utt bu,lrHl day la a Opt10P1 bllitl"lltP4hnr;IIA6 tht fcmeol�g, In order 10 a�,01,:;iio, aAt;Opttons lcae pa�aar1ph Jg� tllt �IQl#:Cti m•1•tbo 1011\ l;iyC:iilr:tlftsdMail {#IU:tn roc,!pt IOQ!lqU11Q),
�-·
E>stprou Mall 1,Jenah1r1 requlrodl, "'"c)" (IIOP)\IUQ rA1ftlH1d) cir IClltll 0U1ut' meU,odoloe•tlllal pro<tlde1 a NIUlpt est;;tbll1hln0,U:1, date U11Pel;lcn 'IIH

14. WilllOrs,
(a) No waiver by Lessor of the Oeh1ullor Dteach ot anyterm,covenant oreondlt!on hereof by lessee, shall be deemed a waiver of any other term, covtmant or condition he:reof, or of any $\lbs�q\lent Dtf11ult ar Bte11ch by Lenee ol the same or of any other term, covenant or condition hereof, LesS<>r's. consl!nt to, or approval of, ;11ny att shall not be deemed to teMder unnecessary lhe obtaining of Lessor's con Jent lo, or approval of, any sul>sequrmt or s.lmllar act by leueo, o, be constroed as the bas.I$ of an w,oppel to enforte the provision orprOYUlons of th� Lease requiring tuch conwnl. (b) The acceptance- of Rent by LeS$OI' shall not bo awat>.�r o, anvoeJault or Breach by lmea, Any paymant by teuee may ba accepted i,-, le nor on actount of monle.s or damages due LeHOf, nolwlthstandlng any qUll!ifying itatemenh or condltlam made by lessee In connection I herewith, which such smtements and/or conditioni 5hall be of no force or effect whatuieve:r unless spotlfteally agreed to ln wtltlng by Lessor al or before 1he time of deposit of such payment. {C) THE PARTIES AGREE'THAT THE T'ERMS-OF THIS LEASE SHALL GOVERN WITH REGARD t'O All MATTERS RElATEDTH.ERETOANO HEREtlYWAI\IE THE PROVISIONS OF ANV PRESENT OR FUTURE STAT UT£ TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THI$ LEASE. �Grine 11110 , ttiawulon 1111th a real ••�ate aoenl ree�rdlne 2 Mal am\1 UiilP$i'QIGJI\ 1 l1uccr or I &Ute rhot:ld �f:QM lht 011t1et uod&Uli'nd whottypa 111f a9u;,,1 Fela\l,11\rld9 ar sep�11H1ntallon It h:u o�u, tlH1 aean\orae:ant, In the lnPt)litiOn ltuor and LtHHr 1c;kpowlad1obtl119ad �ced bi,, \ho filsoh�, IA th!( tnnlia�tloA, acfollQ,
�ior't.t9,qt
ut•
A ltuor1
1 lftlllPt 'JAd■r a llttlRQ 'SJOIMOllt'l�th \l:le letroract, ,. the aeeqitferthe l.tmH onh• /l l.a110,1 r 3f18Pf or ,,,baftl'Pl
bl! u,e lol1011tlAQ Jffifi:Aaitl, .. Obll9�Uo,w. T? thf ldff2? r't flduclarvduti,iof ,ttrnoncue, hlle9,1ty,-hc.Mt,,,,,.,nd 104i,a,lt'} IA dt1U1111111o1llh lhe Lauer To eb■ I fJIUIORlt Ult ltcrci'1 (l) Dl!leon, a1141f.G11n of r'13S<lAahlo ,&\llr ?Ad caro In po!Wm.i;11l3Q.�90,ii1'1 du1t111 lbl A d•1W eft,onqst anlit laltdnllrg 3� 900d bli1:l ltl A du�• IQ dl,clo1e ;II htlt known to tbe aeonl m;it11Wlalb1nUecdne U!OU?htCJ ordncii:ablll�of t�I plOpaFt';' tt,,t ifll rot •RQ111n to, on•�lhtq tbCJ dilll!,llnl atteAtlon � ubl91")\>QA
�1
0� th3Pattla( All aee,,, 1, not 91i:llea\41d\o ttllll•ul to either hrt'{ any c;onlcldan;IJI 1,,tOfAliUon ?bl:lqed hGM 1h11 other P:n\f/ urhlch doec PQ\ lnl,ol\,o,\l;ie e dtttl•r ntf11r01 •bOl•O
}()

INITIALS
0 2019AIR C!IE. All Rlshtl Reserved.

StN•27.30, Revised 11·25�2019
la,t Edited: 2/2S/2021 9:53AM

Page 12 of 16 ends

EXHIBIT 1
City Council 22 – 14 2/15/2022
(Ill [ertt7'r A9rnt An ?8MI ClA a1we to 1tt u 3QIIA\ for 11',e I HUG on�· In Oum� ,11,:athlAI ti'M�R<lltll• LtHer'• aa,nt e11tn lf.b•· a13re,emen11be ao•nt "'"'' reea!,,e �,;,m·pe111adon IQ, cerrl;• 11ndnred, tllhtrln tut! er In p;,, f"11m lbe � aatql acllno onlr for 1 LaHee ha; the fQUa,:,1na alti�ati •a ;bl'�,!OA, Al lb, t,, •• ,. A tld11$IIPr" d•rtv'Olf ,,tme,t•me, lnte&III)'. lwnHt>f, l'ld l,;,y;i!tyln doallnl}( utl\h the Lucn lo th, 1,uu o�dth• ,mac: lal Qilieent ol!Ql(IUl 9f ,uEenablq ,wn, 1n� cut In poftolmaAu.1 of tho aaont't d"tlac lbl A Guw Qf boAaU and fair do:iUnB and aood faith (cl A du\¥ to diccto-111 :ill la,:tc kAO .,,. lo tile lQtAI lllUtdally a�ctltiaU•• 1qlueor doclnhlllt, of th• prop1W, l�a, ·�· P(II ho> <A tg, gr l 'lllln Iba dllleu1t 1'4iAl:loR and obtCJM+JOn (If, tho PilFtie, �
......
a9111, II 1101 obnsa;tec:I 10 ,., .. ,1 101W,111 f!a"V�R!/ COAftdeoHl?I lnlo�<na�OA Mtalned bom lht oti,Dr Paitv•••Alcb doatrol lruoh'O tile 1tflrA1a",14 dlltl,Qf 1111 f4'nh. ��lt-U11
(IQ) 4grrt 8rorere1cfoi[ P?'tr ! fffw ond f 1uui, "1 rnal 11&1111 as�Wo, 1ctfae dlre,U,· 1irlhfOMt1ll ;,11• er r,qg�• 111e;l111 llun1•1 nn � �RI
leuor and lhD LtCIH h� 1 litaRU�o11, b I\ QAly: �,t. \ht kn;,wlNe, IAd GTJP&fnt of b�1h 0111 ••nor and the I .,,e. IP l d"':,I l8�1ACV ,1t11a�_on, b�E tl:>t killoo,,tna affir11-1aii ,, o�Ue1ti9nt to both th, LIIUQr JR51 Iha I ';lf.t"' 111" tlQ'felas,,d:111'/ of u1moe1 rn•, IRt19rll¥, l:>Ol1rU"1/ ]p(j IQl/111•/lfl 1h, dt:ilne, witl:i thh'Jr la,sor or tho I ou1111 lblOl!:lor d11tier to the le::or nnd !ht/ ouu at 'lated >bg,'(I In 1ubp1oot.Jph1 0) or(II} ln 19prH11PtlR8 botl:a I tSlnt and leuH, the .i9a111 f'.113\I 1101, 111!1ho1,c lho IPlpren pen11lnlen of 11:aQ rttpG;;liuo A;ir:tv, dlcckiso to 1h11 Olhar Par\',• COAhde11tl•lll'llctm11lo!!1, lnclwdll-1&, bul AOI llrAltedtg, bGIC ,elaliine 10 eh her le5GH't or Ltuor't h11ani.1,1 pc1t1loA, molti?tlon11 bar&3IRIQfl pc,sldo111 or ot1u1r per1onat1nfomlatfon that may lmP�.cl iant,IRcludlRQ I or car's ,,1111--� acupt J �011tt1u thaR t�• lltl.illfl 11rl '" t11see',u1lltlneno,1 topa•1•en1 9RJ11tartban the rent offefJlld Thi abo••• duties of the Jfl'OIRt 1111 r.al ect31Q tnn1actign do ROI roli11tte l ltuor oc Loua� lrnA'l t!>atHPDntib!llh,r topmtoct tholr owcib11warts !ester a11d I a,11e 1hculd nrof::l�/Pllld 11! 11sruo>entt10 amm, thtt U:,et �doq,11tel•1o�p,:a,, lhol, u�dal6'41'ld'nf1 of lhiiJ IF3Rl;IGdOR 6 real e11a1a 011:1...W. I PQHUA q11111Hed \o altt IH abo11t r11al e,11ti1e II lofjll QI li>IC ad•l'co h dOl!rod, CQPSIIII a compahrit proterclonal llo� I 1110, aAd leuoe 1h1:wld 1lrior9� tor1lder oblal•dllg lu ar.Jdcc ft.OP> a cOMpO\Ort pr�I i111c;111te tho lodoial and nato 1a.x Clil111eq11e11,t1 ol a tor1Jt1;ioi\ can bt: wmpl• ar:f uibfect to chan941 lbl Bmkert h3UQ RO FHPCIA,lbUII\' Wllh •iUpQCt '9 lA/ dDhvtt Qf breact> horeat 1>,ia!Uier Par.w lha P'.lrUet 16101 that RO lau15ult CH 01hr lee;il p10Cei!dln9 1r1'10�•ln9 an,; breach g,f dllt>/, 8H9r o, OMlt[IQA ttilaliRQ 10 thll I 831'0! P'J',' Ile bm11u�t l153ln1t a,oker more Ulo!A ona \'Hf aher U"I') "·� Data and thal u�4- liablllty(ineh1dl11g ro,,A c2,1t ;and auurn�(' fau), of .iry ProkQrml!b racpoct to ary l'lth latW'llt and,{o, lesa! procHd109 tb>H 11ot i,wc;aed4htt f111 receP'Cld b';' rud, 'Jroker �1,1m,;an1101b11 loa11· prodded, bou1QU11r, that 1h1 kir111ybg tlrnhaUo'I on e.ich ero�ur'1 llablll\\'4h;t!I no\ be appll'fbkl ,o •A>1 e•o11 n•ene•nn or, riUfol mlt(onduc1 of ,uc:h Broker
jc) Lriuor and U11•11er1a to idertjfv lo llroke11 u •confidrarUat• 3R'f ,omn:unkai.ion GrlrtkltwmtoR 9l•'Or VFokon thal It scn5hta� beronfldenU?I
I 26, No Right To- Holdow,r. L�see has no rl&ht to retain pos�s.s!on of the Pre.mises or any part thereof beyo11d the uplrationor termination of this Lease, tn the event that lessee. holds over, th!H\ the Base Rent shall b<I lnc�ased to 150% of the Bue Rent applltable lmmedlatelypreeedlng the e1r:plratlon or termination.

Holdover Base Rent shall be calculated on monthlybaslt, Nothing (Ontalned hereln shall becoMtrued as con$ent by �sw to any holdlng over by Lessee.

2.7, Cumulative ftem&dles. No-remedy or el�on hereunder .shilU be dee Med (!'(tluslve but shill!, wherevef' posslble, bewmtllallve with all other remedies at lsw or ln equity.
28, Co11enants and Conditions; Ct:anstruettan of Ae;n!l!ment. All pl'O\llslons of this !Aase to be obsetved ot performed by leuee are both covenants. ind conditions.

In tonslfulng this �ase, al! headings and ti ties are for the arn111mlem:e of lhe Parties only and shall not tie ton�dered a part of this Least. Whenever mqulred byth� context, lhe �lngularshcll Include the plural and vice versa, lhls lease shall not be. construed as If prepared by one of lhe Partiet, but rather acwntlng to Its fair meaning as a whole, as If both Parties had prepared It.

29. Binding Eftect.j Choice of ltw, fhltltase ihall be blndlns upon the Parties, their personal representatt�s, $UCcesrors and anl/jl)s and be 8011trniad by the l.iw, of the Staie In which the Premises are located. Any litigation between the �ttie.s hereto conc9mlng this Lem sh-all � lnltlatod In the tOu-ntyll'I which the Premise, are localed. Signatures 10,hts lease aceompllshetf by means of electronic slgnature ar slmllartcthnology i;ha.11 be ltpl and binding,

10. Subordination; Attomment: fton-Ohturb,r1ce,

30.1 SUbordlnatton. Thu leiae and any Option sranted hernby shall be subjeet and subordinate to any ground lease, mortpae, deed ol trus1, or other hypotheCitton or security device (coll�tt.-elv, "Stcur!ty Dtvlre"), now or hereafter placed upon the Ptemhes, to any ind all advances made on the s11curltythereof, and to all ren1:wals, mcdlflcations, and e�tensions there-01. Lessee agrees thill the holders of any such securh.V Devices (I'\ this lease together tefe.rred to as "Lander") 5haH ha\/1! no llablUty or obltgatton to perro,m any of the obllgattons ol Less.or under this Lease. Any Lender may elect to have this tease and/or any Optton sranled hereby superior to the lltn of lts Security Ocvke by giving wrllt@n natl« thereof to tessae, whereupon this Lease and such Options shall be 00:emed prior 10 such Security Device, notwithstanding the relatlve dates of the documentation or rec-ordatlon thernol

30.2 Attamruent. ln the went that teuor Iran.den thli:! to the Prernhes, or the Premlsu ue acquired by another upon the foreclosure or termination of a s«:urfty Device to which this lease 11 subordinated ll) Les�e shall, subject to the non-disturbance provisions of Parag,�pt, 30.3, attom to such new owner, and upon request ent� Into a new lease, containing all of the terms. and provls!ons of lhb lease, with s.uch new owner for lhl:! remainder of thetefffl he,eof, or, at the election of the new owner, this lea�wrn automatl(;)Uy bti:ome a new lease between Lessee and such newCl'Wner, and (II) Lestor shall thereafter be relleved of any further obllgadon$ hereunder and 5uch new9wner $halt assume all of lNsor's obllgatlon$, txceptthat such ntw owner sh.ill not:. (a} be tli:•ble foranv art or omlulon of anl/ prior lessor arwlth re5peet to events occurrlns prior to acquhlt.ion of ownership; ('ol be subJeet to any offsets or defenses wh!c-h lesseemlsht h;wl:!ap!nst any prior lessor1 (c) be bound by prepavmeot of mote: tha» one month's rent, or (d) ht Habk!- for the return of anysec:ur1tydeposlt paid to any prlor l1mor which wu not paid or credited to such MW owner.

30.3 Non-Dl1turbanc•. With re:i.pec.t to Security Crevk:es entl!� Into by leuor 11fter the eii:ecutlon of this Lease, lessee•, subordln1tlon af lh\S, teaie shall be sub tact to receMne II commerdally reasonable non•dlsturba11.e:e ilgreement (a "Non•Dbh1rb1nc1 A,:reement"J from the tender wl\lth Non-Olsbnbance Agreement provides that lessee's po»esslon of the: Preml!lls, and this Lta5e, Including any opttons to eKtend the term Mreof, wlll not be dlnurted so long as lessee ls not In Breach hereof and attQfllS to the record ownerot the Premises, Further, within 50 days after the execution oJthls tease, Ltuor shall, If r@querted by Lessee, use Its oommerclalt,,, reasonable etfurtsto obtoln n Non-Olsturbance Agreement from the holder of anv pre•axl$tlna Security Oelllce whkh ls secured by the Premises, In the event thlt Lessor Is unable to provide the Non•Dlsturbance A11re.ementwlthln S1ild 60d�. then leuee may, at lessee's optfon, directly conuct Lendu and altempt to neeotiale for the eimculfon 1nd delivery of a Non-Disturbance A11reemen1.

30.4 Self•E1ttcuttna, The agreements c:onlillned In thls Paragraph 30 shill be ef/«tive without the e1r:etulion of anv (urther documenu; pro11lded, htlwe...er, that, upon written request from li,ssoror a Lontler ln tonnect:lon with a sale, flnanclna or retlnancins of the Prembes, �iee and Lessor shall execute suth further writings as may be teasonabl� required to �parately document any subordination. attomment and/or Non•Dlsturba-nee Aer-eement provided for herein. 31, Attomoys1 fHS, If aov Partv or Broker brlng$an :ectlon or proceeding lnvolv!ng th<! Premises whether founded In tl)rt, contrac.t l)f equity, 0:r to declilre rlshu 1'a"• the Previllln& Party las hereafter deHned) In any wch pr<>teedln& actlon, or appeal ther,on, 1hall be entltled to roaionobk! attorney,' fe,c Such foe, may INIT!ALS �
© 2019 AIR CRE. Alf Rights Reserved. ' � La,\ Edited: 2/lS/2021 9,53 AM 5TN·27,30, Re,bed 11·25·2019 Page 13 of 16
EXHIBIT 1
City Council 22 – 15 2/15/2022
be awarded In the same suit or recoveted In a sep11rate sun, whelher or not such action or proceedlne Is punued to decision or Judgment. lhe- term, �Pravalllng Perty" ,hall lnciude,wlthoot llmltatfon, a P.lrty or Broker wh:osubstant1ally obtalnsorddtau the rcllel sousht, as t� ca.s.emay M, whether by oomproml$e, settlement, judgment, or the abandonment by the other Party or 01oker of IU claim or defen$e, The atlorneys1 fee� awafd ,hall not be computed In accordance with any court fee sehedute, but shall be suehn to fulty reimburse an attorneys' fee.l reasonably ln,urrod, In addition, Le�or JhaU be entitled to ilttomeys' fee!, co�s and expense, lneurted In the preparation al'ld service of notices of Default and eonsultatton, In connection therewith, whtther or not a tegal aetion Is subsequently commenced In connactlon with ,uch Debult o1 result1ns Breach ($200 Is a reasonable minimum per oci:urrence forsueh serviees and c:onsultatlon), 32, Leu or's Ace an: Showlng Prcimtsmi Repair,. Leuor and Lem r's agents shall havt 1he right to enter the PremliM at any t1mt, IA the caS(I of an emergency, and otherwlse at reasimable times after reasonable prior notice for the purpose of showing the same to prospec\ive purthaMlts, lenders, or tenants, and making such alleratioru, repair!, lmprovement5 or 1ddlt100$ l0 the Premlse5 as Lessor may deem nac.esnry or deslr.ible and the el'.Qc:ting,uslng and mallltaln\na of utlllt1es, Jervlces, pipes and conduits through the Premises and/or other premises as long bS there !!no material adv1me effect on Lessee's u,e of the Premises, All such activltle:1 shall be without abatement of re11t or llablUty to lessee, ll, Aucttons, le Hee shall not conduct, nor permit to be conducttd, any auctwn upon the Preml�s without Lcmor's pr\orwrltten consent. Lessor shall not b<l obligated to ekerclse any standard of reasonableness In determining whether to permit an auction . .)4, Signs. lessor may place on the Premises ordinary "For Sale rt signs al any time and ordinary "For Lea sit signs during the last 6 months of the term hereof. f:xcQpt for ordinary 1
'for sublease" $l8flS, Les.see sh;ill not place any sign upon the P,eml$es without Lessor's prior wrltten consent. All slgni mun comply wlth all Appllt11ble Rec:iu1re01ents,
35-, Termination/ Mergf!r, Unhm spl!ciflC1111V stated 01herwlse In wrltlne by lessor, the voluntary or other surrender of this-Lea so Uy Lessee, the mutual termination or cancellation hereof, or e termlnadon hereof by Lessor for Breath by Lenee, shall 1utomatfcallytermlnate any subkt15e or leaser estate In the Premises; provkfed, however, that Lessor may eleci to continue any one or all existing subtli!nanclQS, Leuor's failure within 10 days fo\lowtns•nY such event to elect to the contrary by w1ltten notice to the holder of any such lesser Interest, shall constitute l.euor's oleetfon to have rnch event tonstitute the termination of such Int era.st.

36. Con.,enu, All requests for consent shall be In wrlttn11. E11cept u olllt;!twlso provldC!d hettin, wherever h-1 this least the comellt or a Party b required to an act by or for the other Party,such consent Sh;II not be unreasonably wllhhtld or delayed. Lessor', actual reasonablec.os\5 and l!llpenses (lncludlna but not limited to arehltecu', attorneys', ens!newt' and other consultants' fees) incutred In the consld!!ratlon of, or response to1 a request by Lenee fot any Lessor con�nt, lncludlng but not Umlted to ton!ents to 1n asslsnment, a �ubtetUng or lhe. presence or use of a Haiardou,Subs11nce, shall be paid by Lessee upon receipt of an lnwlce and supportlng documentation therefor, \.Amor"scoment to anv act, assignme nt or subletttne shal not constitute an acknowledgment that no Default or Breach by leuee of this lease e-15\$, nor shill! such consent be deemed a waiver of any then existing Dtfauit or Breach, �ept as m�y be otherwise spedfltalty stated In writing by lesw at the time of such consent, The fallurt to spe.tlfy herll:ln any partkular condition to leuor's cOl'lsenl shall not preclude the !mposltfon br Lessor at the time of con�nt of such further or other conditions aure then re.uonable wHh n1ferenee to the parttcul11r matter for which consent 1$ belngslven. In tht event that either Party disagrees with any d�termlnation Made by the-other hc«lunder and reasonably requests. th, reasons for such determination, the determining pairty shall furnish lts rul-Gfls In writtng and In reasonabte detallwlthln lO buslness day, followlng $UCh request,

37. Guarantor.
l7.1 E11ecutlon. The Guarantou, lfany, lhall each eK«ote a guaranty In the form most recently published BV AIR CllE, and och such Guarantor shall have the same obUgatlons as L,uee undl!r this lease.
a1,2 Oetautt lt $hall constltutt a Oef.1ultof the Lessee If any Guarantor falls or refuses, upon 1equest to provide: (&)evidence of the CtXP.CUtlon of the suaranty, lncludlnt the authority of tht p;uw signing on Guarantor's behalf to obllgatt Guarantor, and In the ta Si! of a corporate Guarantor, a CQrtUled (Opy of a resolution of Its board of directors authorizing the making of 1uth guiu.inty, (bl turrent ftnanclal statements, (c) an Estoppal Cert\fl�te, or {d) written cont1,m,t1on that the guaranty Is stlll ln effect.
38, Quiet Possession. Subject to payment by Lrnee of the. Rent and p1J:tformance of il!I of the coven\1nts, conditions and provision� on Lem·e's part to be observed and performed under this Lease, Lessee shall h1vaqute1 posseuron and qulet enJoyment of the Preml!et durlna lhe term hereof.

39. Optiom, If Lessee Is granted' any Option, as defined below, then the fallowlno pro\ilslons shall apply. 39,1 Oeflnltlon, "Option" 5hall mean: (al the rlli:hl to extend or reduce the term of or renew this !Rase or to e11.tend or reduce lhe lermof or renew any k>ase that lessee hi', on other property cf Lessor; (bl the right of flrst refuul otflr$t offer toleate elther the Premises-or other property of lessor; (cl the right to purchase, the rlght of Rrsl: offer to purcha$e or thll rlshtof fir� N!'fvsal to purch11se th!! Prnrnlses or other property of Les�r, '39.2 Options Pet!onal To OrlJlnal Len�. AnV Option granted to lessee ll'l um Lease Is peNional to the original Lessee, and can Mt bft asslgn&d or wirclsed bv anyon, other than uild orlglnal Lessee ind onlywhlfe th-e orlglm:il Lessee Is Ill full pouesslon of the Premises end, If raques1ed by Lessor, Wllh Less ea certifying I hat Lessee ha, no Intention of thereaftef assigning or subletting,

39.3 Multiple Options. In the event that Leuet has any multiple Options to en end or renew thlt lea�, a bt\erOptlon cannot be e-iierclsed unle» the prior Options. heve beenvalldly e,mclsed,
39,4 Effect of Default on Options,
(a) t.euoe shall have no right to 11-nrcise an Option, ll)durins the perlod commenclng with the giving of any notice of Default and COl'ltlnutng untllsa!d Oefault Is curtd, (111 during the period of time any Rent Is. unpaid (without regard to whether notltethereof Is gtven Luste}, (nil during the time Lenee Is In Breach of this lease, or (II,) In the event that �me has been given l or more notltes of st!pnato Default, wheth11ror no1 the Oefaulti are cured, during the 11 month period Immediately preceding the &erclre of the Option.
(bl The period of time within whieh an Option may be eicercl:sed shall not be extended or enlarged by tea son of Lessee's lnabillty to �rdse anOptloll betauu� of the provisions of Para mph 3�.4(a),
(c) An Option shaM termln1te and beof no further force or effoc-1, notwithstanding Le1see's du�and timely tMUcl$e of the Option, If, after lUch eltlrclSe and prlOr to the commenceme.nt ofthe ax1ended tertn orcompletfon of the purchase, (I} L,mee falls ta pay Rent for a petlod of 30days after such Rent becomes due (wtthout anv necesslly of Ltssor to £Ne notke thereof), or (U) if le·U!!tl commits a Bniach of thl,s. leue,

40. Mlitfj)ht 9ulldln8$, Jfthe Preml$es ar11 a part of a group of hl.llld!ngs.controlled by Lessor, Lessee agrees that ltwlllablde by and conform to all reasonable rules and te11ulatfons which Leuor maymak'lfrom ttme to time for tho managtment, safely, and care ofsald proJ)ertles, includ!ng the c1rc and cleanllnen of the Qrounds and
W:.
rncluttlns the parking, k>adtne t1t1d unloading of vehltles, and to tiU!G Its employee�, supp Hers, shippers, c-ustomeu, contractors and lnvltus to so abide and ""' ,1,0 •sr•es to p,v IU fair ,ha,e of common expenses lncu,red In <onoect1on w;(h such rules and resulatlon• INITIALS � © 20l9AIR CRE, All Rights Reserved, lnst Edited: 2/25/2021 9:53 AM STN-21.301 Revised 11-25-2.019 PSie 14 of 16
EXHIBIT 1
City Council 22 – 16 2/15/2022
41, Security M1Huru. lessee hereby acknowledges that thC! Rent p.y;ible to tes.sor hereunder does not Include the cort orsuard service or other security meuures, and that Less.or shall have no obl igation whaUoever to provide same, lessee auumes all responslbllltv for lhf protl!ctton of the Premises, lusee, Its agents and Invitees ind thalr properw from the 11cb of thlfd partle$, 41, AaserutlonJ, lessor reserves 10 Itself the right, from time to time, to gra nt. without the consent or Jolnder of Leuee. such easements, rights and dedlcitlons that Lessor deems necessary, and tocau$e the recordatton of parcel riups and restrictions, �o loos as such e-a$9ments, rlghu, dedication,, map$ and restrictions do not uMeuonably ln1e-rlere with thl!use of tl1t>Premhes by Leuee. Les.ee asrees to sign any documents reuonably requuted b� Lusor to elf11.ctuate any wch usem&nt rlghu, dedkatlon, map orra,trlulons,
43, Performnnce Under Pr0tmt, If at any tfme ti dl$pute Jhall arise as to anv amount or ,um of money to be paid by one Party 10 the olher under the provblons hereof, the Party against whom the obUgalfon to pay the money Is as�erted $hall have the right lo make payment Hund er protest" and suth payment �hall not be:
raaarded u a voluntary l)!olyment ·and thtre shall survive the right 011 the pat\ ol s,1ld hrty to lllltltute suit ror ree0¥'f!ry of such sum. If It shillt � ad)ude,ed that there was no legtl obli9atlo11 on the part of said Party lo pay such sum or My part thereof, S-ald Party shalt be entitled to reeover 1uch SUM or so much thereof aJ It was not legally required to pay, A Party who doe5 not lnlttate suit for the recoverv of s:ums paid "under protest• within 6 months shall be deemed to ha\lf! we!ved Its right to protest suth payment,
44, Authority; Muttlple Parties; Eocutlon,
(a) If either Party hereto Is a corporatton, trust, llmlted llablllty eomp&ny, partnenhlp, or similar entity, each lndlvldUill fllCf!tUtins this Lea� on behalf of such entity 1epruents and wart.ants that he or she lsdulv authorlJ:ed to execute and denver this Laase on Its behalf. Each Party th all, within 30 days after rtquest, dellffl to the other Party satbfat1o,v evidence ofsueh authority, (b) If this Lease Is executed by more than one Pfrson or entll'( as •tesiee", each sueh f)tl11on or erufty shall be jointly and severalty Habit: hereunder, n ls agreed that anyone oftM named lessees shalt betmpowered to @Kl!.CUte anv 1mendment to this Lease.or other document andllary thereto and bind all of the named Leuett, and Le:uor rnay Nllyon the same as If all of the namei:I Lessoos had executed such document. (c) This L£!ase may be executed by the Parties In counterparts, each of which shall be deemed an orlglnal and aU of whlth tot1,ether shall connnute one and the same Instrument.
4S. Confll<:t, My connlct betw«!n the pr!nted pro'llsl0n$ ofthli LetJse and the typewritten or handwrltten provhkms shall be controlled by the typewritten or handwritten prOYlslons, I

46. Offer, Preparation of thll Lent by e1the1 Party or their a sen, and submlst.Jon of nme to the other Party shall not be deemed.an offer to lease to the other Party, This lease Is not Intended to be binding until executei1 and dellvere.d by all Parties hereto. 47, Amendments, This lease may bl:! modified only In Wl'ltlns, signed by the Partfes.ln Interest at the time ol the modlftcatlon, ,u long u they do not materlally cllange Lessee's obllgations heieunder, Lessee agtees to makt such rea$onablt non•mo11elary modUlcatioM to this Lease as may be reawno1bly requlred by a Lender In connection wltl\ the obtaining of normal flnanclns or reflnanclna of the Premises.. 48, Wal�r of JuryTrlal, TffE PARTIES H£R£BV WA'Ne THEIR RESPECTIVE RIGHTS TO TRIAL BY JUftV IN ANY ACTION OR PROCEEDING tNVOLVING THE PROPER TV OR ARISING our OF THIS AilREEMENT.
�9. Arbitration of Disputes, An Addendum requiring the Arbltra1lon of alt disputes between the Parties and/or srokeN arising out of this ltilSe D I� !;21 Is. not attached to this Lease.

SO. Ac:cenlbU\ty; Amittlcans with tJlsablUtto!Att,
(al The Premises/
� ha11e not underaooe an intpectlon by I CQrttfled Aeceu Spedallst jCMp), Note: A O!rtlfttdAcuss Spt<ialist (CA.Sp} can Inspect the subject prf!mlws and tl@lerrnltu? whether I.he subject premls.11l C(ll'rtply with all of the appllcuble conJtruetiOl\•tthned ac<esslbillfy slandards under state: law. Although state law does not require a CASp lns.pe<tlon of the subject premises, the i:omme1clal property 0\111\er or lessor may not prohibit the leu� or ttnant from obtalnlne a C/\Sp ll'lspectlon of the �ubject premises for thfl occupancy or poUndal oo:upanc:y of the lessee or uinant, If 1eq1mted by the les�e Cf tenant. The partros fflall mutually aaree on the ;mansements fM the time and manner of the CASp Inspection, the payment ol the fee for the CASplnspection. and the tost ot ma kins any rep;ilr, nece:smv to correct 11lolatlons of construction-related actesslblllty standardi within the premises.

D have-unde.rgone an Inspection by a Certthed Accessspec\allst !CASPI lnd It was determined that the Premkes met all applk:able construr.tton-related atte.sslblllty standards pursuant to Calllomla Olll Code §S5,51 et seq, leute acknowledges that II rec.eive.d a copy of the rupactlon report at 1-ean 48 hours pr lot to exetutlne this Lease and asrees to keep such rt port conlldenl1al, D kGW? undergone en 11'\SJ":Ctlon by a Certlft� Accen SpedaHU (CASp) and It was determined ttrrt the Premises did not meet all appllcablo constructfan•related acce.sslbHl\y standards pun;uant to Ca!lfomla CIVIi Code §55.Sl et seq, less2e admowledees that It received a copy \'If the ln$pectlon report at least48 hours prlor lo exetuune, this lease and agrees to keep su(h report conftdenttal eic«ipt a, necesury to <::Olllplete Jepatrs and correcttoos. of violation$ of construction related accu1ibillty standards.

In the event that the Prelliises have been Issued an lnspettfon report by a CASpthe Lessor shall provide a, copy of the d\$llbilltV acc�SJ. irispec.tlon certiflc-te to lessee within 7 days of I he execution of t.hlSLose.
lb) Since complfa/'IC� with the Americans wllh DlSilblllties Aet (ADA) illnd other state ancl local aeces1lbllltv statute1 arede:pendent ur;cn Lessee'sspetlhc us.e of the P�mlses, Leuor maku rio warranty or tl!presentatlon as to whether or not the Premises comply with AOA or any slmUar legls,Gtlon, In the Qvent thal Lessee's use or the Premlses requr1es modlrii:auons or addlttons to the P1eml$es ln order to be In compl11nce with ADA or other acte.ssibU\ty statutes, Lessee agrees to make arr•/ sud\ nete!.sary modificatiMt and/or additions at lessee's eicpe1ue, LESSOR ANO LESSUHAV£ CAREFULLY READ ANO REVlfWEOTHlS LE ME.AND EACH TERM ANO PROVISION CONtAINED liEREIN, AND BY TttE EXetu'TION OF THlS LEASE SHOW lllEI� INFORMED AND VOLUNTARYCON$ENT THERETO, TI-IE PARTIES Ht RE BY AGRl!E tttAT, AT THE TIME ntl:S LWE IS EXECUTED, THE TERMS OF THIS LEASE AR£COMMtRCIA.llV l\fASONABLEANOEFffCTUATE THE tNlENT ANO PURPOSE Of WSDR AND I.E$SEEWITH ltESPECflOTHE PIIEMISES, rotmON: NO R£PREUNTATION OR RECOMMENDATION 15 MADE BV AIR Cfl.E OR B � ANY BROKER AS 10 THE LEG.Al SUFF!CIENCY, LEGAL EFFl!:O, OR TAX INITIALS �
© 2019 AIR CRE, All RIBht, Re,erved. Last Edlted: 2/25/2021 9:SlAM STN•21.30, Revi,ed 11-25·2019 Pase 15 of 16
EXHIBIT 1
City Council 22 – 17 2/15/2022
CONSIQUINCliSOF 'n415 LlA$f: Ofl 'ml TAANSACTl()N mwmat rt'Rlll\i'h, nt£ MRTIU A Re URGEO TOI 1, SUK ADVICI OICOUN$fl!IS TO WI lf<IAlANOTAK CONSEO,IJINCU DP THIIU/1$� 2, REIAIN APPROPRIAT£ CONIUlTANl!T<>RIVII.W AND«'IVIMIGAll! IHOCONDITIONOI THI Pa!MIIH, IAIQ INVl!STIGATIOIUHOUUIINCWDI OUT NOT e, llMIUbTQ: THI POHIB!.t PRel!NtlOPlti\lARbOUI SIJPSTANCI!, THI ZONING OF THI PREMISE$, THI ITIIUctURAllNTIGRITV, THI CONDrtlON Of THI ROOf AND OPlMTINI/ $\'STIW, AND THI Suttll.ill!V OP TIii PRIM�IS IOR lUSfl'! ltlltNDID use.

WAl<IIINOt IITHI Pll!M1$ESARIIOCAT£D INA IW'!OTHIR THANCAUFORNIA,CIJ\TAIN PROVIIIONSO>THE (WBMAV NUDTO DIR!V�IOTO tQMPLVWITH THIIJ\WI Of THE STATI IN WHICH THIPRIMlll'S ARUIOCAno.
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!.>st Edited: 2/2$/2021 9:53 AM
Page�6 of16
EXHIBIT 1
City Council 22 – 18 2/15/2022
Lessee City of Santa Ana Signature Page to:

Addendum to
Standard Industrial/Commercial Single-Tenant Lease - Net For Certain Premises Commonly Known as
1815 East Carnegie, Santa Ana, California 92705
March 1, 2021
�
CITY OF SANT A ANA:

City Manager
APPROVED AS TO FOR.lVI:

Sonia R. Carvalho
Ci tY,._4'tto111ey
I 'I I\ ., ./l
Q
vi'\ r y,,
Ryan1 0)-l.odge
Assistant City Attorney
ATTEST:

A <!
Daisy Gomez
I erk of the Council
RECOMMENDED FOR APPROVAL:

Steven Mendoza
Executive Director
Community Development Agency
EXHIBIT 1
City Council 22 – 19 2/15/2022

ADDENDUM TO

STANDARD INDUSTRIAUCOMMERCIAL SINGLE-TENANT LEASE-NET

FOR CERTAIN PREMISES COMMONLY KNOWN AS
1815 EAST CARNEGIE, SANTA ANA, CALIFORNIA 92705
MARCH I, 2021
This Addendum (this "Addendum") is being executed concurrently with and Is made a part of that certain lease titled ''Standard Industrial/Commercial Single-Tenant-Net" dated March I, 2021 (the "Form Lease") by and between Dyer 18, LLC ("Lessor") and The City of Santa Ana ("Lessee" and sometimes hen,in the "City") and this Addendum shall control in the event of any inconsistency with the provisions of such Fonn Lease, The Section and Paragraph Numbers of this Addendum are new added Sections and Paragraphs to the Form Lease. As used herein, the "Lease" shall mean the Form Lease as supplemented and amended by this Addendum. Unless otherwise defined in this Addendum, any defined word contained in this Addendum has the same meaning as it is defined in the Fonn Lease.

51. Intentionally Omitted.

52. Rent Commencement. Notwithstanding anything to the contrary set forth in this Lease, Base Rent shall commence, and the first monthly payment of Base Rent shall be paid, 011 the Commencement Date. If the Commencement Date is not the first day of a calendar month, then such first monthly payment of Base Rent shall be in an amount equal to the aggregate of a prorated Base Rent payment (based on a 30 day month) from such day to the end of that calendar month plus the amount of the full Base Rent payment for the next consecutive calendar month.

53. Rent Adjustments. On July I, 2021 ("First Rent Adjustment Date''), the monthly Base Rent payable under this Lease shall automatically incn:ase by 3.0% from the monthly Base Rent amount due and payable during the Immediately preceding year. Thereafter, on each anniversary of the Firnt Rent Adjustment Date (each being a "Subsequent Rent Adjustment Date") during the Term hereof, the monthly Base Rent payable under this Lease shall further automatically increase by 3.0% from the monthly Base Rent amount due and payable during the immediately preceding year from the then last immediately preceding Subsequent Rent Adjustment Date.

54. Lessee's Improvements. Notwithstanding anything to the contrary set forth in this Lease, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall be free and clear of any and all liens and/or encumbrances in favor of any third-party and shall be available, without limitation, to secure Lessee's faithful performance of its obligations as set forth in this Lease. Upon any default or breach of this Lease by Lessee when:by Lessor elects to terminate the wse, such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall remain upon and be surrendered by Lessee to Lessor with the Premises, subject to Lessee's right to remove the same, at Lessee's sole cost and expense, as set forth below. The Premises shall otherwise be returned to Lessor in the same condition as of the date of this Lease, reasonable wear and tear excepted. After the Commencement Date, and thereafter from time to time at the reasonable request of Lessor, Lessee hereby agrees to execute certain security instruments, including, but not limited to, a UCC Form-I or other tiling, in order to create and/or perfect Lessor's security interest in such Utility Installations, Trade Fixtures and Alterations, as set forth herein, which security instruments will be prepared by Lessor and submitted to Lessee, and recorded by Lessor, at Lessor's sole cost and expense. Upon any termination or earlier expiration of this Lease not resulting from the default or breach of this Lease by Lessee, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, located in the Premises shall remain upon and be surrendered by Lessee with the Premises, subject to 11926441.1
EXHIBIT 1
City Council 22 – 20 2/15/2022

55. Lessee's right to remove the same, at Lessee's sole cost and expenses, as set forth below. The Premises shall otherwise bo returned to Lessor in the same condition as of the date of this Lease, reasonable wear and tear excepted, Notwithstanding the foregoing, upon any termination or expiration of this Lease not resulting from the default or breach of this Lease by Lessee, Lessee, at Lessee's option, shall have the right to remove any such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, at Lessee's sole cost and expense, provided that (a) all such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations shall be removed by Lessee within IS days after such termination or expiration of this Lease and (b) Lessee shall, at its sole cost and expense, repair any damage to the Premises caused by such removal.

Lessor's Obligations. Notwithstand ing anything to the contrary set forth in the Lease, Lessor shall not be required to (a) remediate or rectify any future non-compliance with governmental regulations or (b) provide ADA upgrades to the Premises or the Project resulting from the specific and unique use of the Premises (including without limitation, the Shelter) by Lessee or resulting from any Utility lnstallations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Instal lations, or other alternations or improvements to the Premises, made by Lessee or Lessor, unless such remediation or upgrades are required as part of the "Work" ,w set forth in. Section 62 herein below prior to occupancy of the Premises and to the extent required to permit Lessee's occupation and use of the Premises and then, such costs shall be included as part of the "Cost of the Work" as set forth in said Section 62 below. Except as otherwise specifically set forth in this Section 5 5 below, Lessor shall not be required to make or incur any capitnl expenditures or commence or complete any remediation of Hazardous Subslllnces or any non-compliance with governmental regulations now In effect; provided, however, the foregoin-g is not intended to and shall not impose upon Lessee or Lessor any obligation to remediate any Hazardous Subsmnces located on the Premises as of the date hereof unless such remediation is required with any work, improvements or Alterations made or being made by or on behalf of Lessee or Lessor to the Premises prior to occupancy of the Promises to the extent required to permit Lessee's occupation and use of the Premises and then, such costs shall be included as part of the "Cost of the Work" as set forth in said Section 62 below, Furthermore, notwithstanding anything to the contrary set forth in the Leose, it is the inlent of Lessor and Lessee that Lessor shall have no responsibility or obligation whatsoever, for the maintenance, repair or replacement of all or any portion of the Premises, Building, or Project, including, without limitation, the roof and the HV AC system, such responsibility and obligations being that of Lessee. Lessee shall properly use, operate and safeguard tho Premises, including, if applicable, any landscaping, furniture, furnishing and appliances, and all mechanical, electrical, boi lers, refrigeration equipment, gas and plumbing fixtures, HY AC and other building systems, and smoke detectors and fire alarms, and keep them ard the Premises clean, sanitary and well venti lated and all drains free from blockages or stoppages. Lessee shall be responsible to pay for all utilities, sewer charges and any roof repairs caused by Lessee's use or misuse of the roof or otherwise. Lessee shall properly insure all of the Premises and all of Lessee's and its guests', patients' and invitees' personal property. Notwilhstanding anything to the contrary set forth in this Lease, Lessee is solely responsible for any and all upgrades to the existing HVAC system (including, without limitation repair, replacement or additions) and any current repairs or replacements of the roof to accommodate and permit Lessee's use of the Premises as a Shelter and its required occupancy and usage of the Premises, all of which shall be completed prior to Lessee's opening of the Shelter at the Premises, at Lessee's sole cost and expense and then, such costs shall be included as part ofthe "Cost of the Work" as set forth in said Section 62 below; provided, further, Lessee hereby affirms and agrees that (a) the current HV AC system in the Premises is acceptable to Lessee in its current condition, (b) the roof is acceptable to Lessee in its current condition, and (c) the current structural portions of the Premises are acceptable to Lessee 2 12926447,I
EXHIBIT 1
City Council 22 – 21 2/15/2022
in their current condition Nothing in this Section SS shall be deemed or construed as modilying or amending Lessee's obligations for the regular and timely maintenance and repair of the Premises, roof and HV AC system,

56. Neighborhood Conditions. Lessee represents and warrants to Lessor that it is aware of neighborhood or area conditions, including schools, proximity and adequacy of law enforcement, crime statistics, proximity of registered felons or offenders, fire protection, other governmental services, availability adequacy and cost of an speed-wired, wireless Internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazard or circumstance, cemeteries, facilities and condition of common areas, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Lessee, 57, Condition of Premises. Notwithstanding anything to the contrary in the Lease, Lessor shall deliver the Premises in its current "as is" condition as of the date hereof, and Lessee shall, and does hereby, accept delivery of the Premises as of the date hereof ("Delivery Date", "Effective Date" or "Commencement Date"), Lessee shall provide Lessor a copy of Lessee's certificate(s) of liability insurance concurrently with the execution hereof; provided, however, the failure to do so shall not extend the Delivery Date. The Premises are hereby leased to Lessee "as is", without representation or warranty by the Lessor (except as otherwise expressly provided in this Lease), and Lessee hereby accepts the Premises in the condition thereof existing as of the date hereof subject to all applicable zoning, municipal, county, state and federal laws, ordinances, rules, regulations, orders, restrictions of record and requirements now or hereafter in effect during the Tenn (collectively, "Applicable Requirements", "Applicable Laws" or just"Laws''). Therefore, notwithstanding anything to the contrary set forth in this Lease, Lessee represents and warrants that Lessee has inspected the Premises, and that Lessee is familiar with tho general and specific condition(s) of the Premises and that Lessor shall have no responsibility or liability (except as otherwise expressly provided in this Lease) with respect to the general or any specific condition of the Premises or any system (Including, without limitation, HY AC, electrical, plumbing, refrigeration and fire sprinkler) and that Lessee represents and warrants that, except as expressly set forth heroin, Lessee is acting, and will act only, upon lnfonnation known to, or obtained by, Lessee directly from Lessee's own knowledge and inspection of the Premises (except as otherwise expressly provided In this Lease). Except as otherwise expressly provided in this Lease, Lessor hereby makes no claims, representations or warranties as 10 the suitability or lack of suitability of the Premises for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any such proposed or intended use of the Premises or (c) any condition of the Premises, and the availability or lack of availability shall not affect the rights or obligations of the Lessee hereunder. Therefore: AS A MATERIAL PART

OF THE CONS ID ERA TJON FOR THIS LEASE AND THE AMOUNT OF RENT TO BE

PAY ABLE HEREUNDER, LESSEE AGREES TIIA T, EXCEPT AS OTHERWISE

EXPRESSLY SET FORTH HEREIN, LESSEE LEASES AND ACCEPTS THE PREMISES ON AN "AS IS" AND"WHERE IS" BASIS, WITH ALL FAULTS. EXCEPT AS OTHERWISE

EXPRESSLY SET FORTH HEREIN, NO WARRANTY, REPRESENTATION OR GUARANTEE OF ANY TYPE (EXPRESSED, IMPLIED OR STATUTORY, WRITt'EN OR

ORAL) HAS OR IS MADE BY LESSOR WITH RESPECT TO THE PREMISES, INCLUDING, WITHOUT LIMITATION, AS TO ANY OF THE FOLLOWING: (I) FITNESS FOR ANY PARTICULAR PURPOSE, (II) MERCHANT ABILITY, (Ill) CONDITION OR

WORKMANSMIP, (IV) ABSENCE OF DEFECTS OR FAULTS, (V) PRESENCE OR 3 l29l6'147.l
EXHIBIT 1
City Council 22 – 22 2/15/2022

ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCBS, (VI) OPERATION OR

PERFORMANCE OF THE PREMISES OR SYSTEMS THEREIN OR THE HABITABILITY

OF THE PREMISES, (VII) COMPLIANCE WITH LAWS, ORDINANCES, RULES OR REGULATIONS (FBDERAL, SATE OR LOCAL) and, fNCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE.ENVIRONMENT, AS

THEY MAY APPLY TO THE CURRENT CONDITION OF THE PREMISES OR LESSEE'S

INTENDED USE OR (VIII) ANY GOVERNMENT LIMITATION OR RESTRICTION, OR ABSENCE THEREOF, PERTAINING TO THE PREMISES. LESSEE ACKNOWLEDGES

THAT LESSEE HAS ENTERED INTO THIS LEASE REL YING UPON ITS OWN

INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL AND COMPLIANCE

CONDITION OF THE PREMISES AND THAT LESSEE IS NOT NOW RELYING, AND

WILL NOT LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE

BY LESSOR OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON LESSOR'S BEHALF CONCERNING THE PREMISES. Lessee is familiar with the Premises and their suitability for Lessee's Intended use, All documents which have been given to Lessee by Leasor have been delivered as nn accommodation to Lessee and without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assign ability of any of tlte documents, all of which Lessee relies on at its own risk.

58. Release. Lessee shall rely solely upon Lessee's own knowledge of the Premises based on its investigation of the Premises and its own inspection of the Premises in determining the Premises' physical condition. Lessee and anyone claiming by, through or under Lessee hereby waives its right to recover from and fully and irrevocably releases Lessor and its respective members, employees, officers, directors, partners, shareholders, beneficiaries, trustees, liduciories, representatives, agents, servants, ettomeys, affiliates. parent, subsldiaries1 successors and assigns, and all persons, fim1s, corporntions and organizations acting in their behalf ("Released Parties") from any and nil claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, eKpenses, demand, action or cause of action arising frorn or related to any construction defects1 errors, omissions or other conditions, Jatent or otheiwise, including environmental matters, affecting the Premises or any portion thereof. This release includes claims of which Lessee is presently unaware or which Lessee does not presently suspect to exist which, if known by Lessee, would materially affect Lessee's release to Lessor. in this connection and to the fullest extent pennltted by law, Lessee hereby agrees, represents and warrants that Lessee reolizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claim&, demands, debts, controversies, damages, costs, losses and expenses which ere presently unknown, unanticipated and unsuspected, and Lessee further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that, as a material portion of the consideration given to Lessor by Lessee in exchange for Lessor's performance hereunder, Lessee nevertheless hereby intends to release, discharge and acquit Lessor from any such unknown causes of action, claims, demands, debts. controversies, damages, costs, losses and expenses which might in any way be included. Lessor has given Lessee material concessions regarding this transaction in eKchange for Lessee agreeing to the provisions of this Paragraph, The releases set forth above are full and complete releases of all the persons and entities described above of and from any and all liability of any nature whatsoever for all damage, h\iury, loss, expense, Including any consequential expense, loss or damage, whether the same are now known or unknown to tile parties, expected or unexpected by said parties, and all rights under Section 1542 of the California Civil Code are hereby waived and relinquished. Section 1542 of the CM/ Code provides as follows:
4 12926447.1
EXHIBIT 1
City Council 22 – 23 2/15/2022
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES NOT

KNOW OR SUSPECT TO EXIST IN HIS OR HER FA YOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH IF

KNOWN BY HIM OR HER WOULD HA VE MATERIALLY

AFFECTED HIS OR HER SE'ITLEMENT WITH THE DEBTOR
OR RELEASED PARTY,"
Notwithstanding anything to the contrary herein, the foregoing release in this Section 58 is not intended to and does not cover (i) any claims arising from a breach by Lessor of any Lessor's obligations under this Lease, or (Ui) any gross negligence, willful misconduct or fraud committed by Lessor.

59. Reservations. Lessee agrees to consent to Lessor's (i) grant of such easements, rights and dedications that Lessor deems necessary, (ii) recordation of paroel maps and restrictions, and (iii) creation and/or installation of new utility raceways, only if such easements, rights, dedications, maps, restrictions, and utility raceways shall not, in Lessee's reasonable discretion, unreasonably interfere with the use of the Premises by Lessee or otherwise materially negatively impact Lessee's use or oooupntion of the Premises; and in such event, Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights so long as such documents do not impose any cost or liability on Lessee which is non-de-Minimis. Lessor further reserves the right to change the name by which the Building or the Project (if any) is called with Lessee's prior written consent which shall not be unreasonably withheld.

60. t.\ssignment and Subletting. Lessee shall have no right to, and shall not, assign, sublet or otherwise transfer all or any portion of the Premises or its rights under and to this Lease without the prior written consent of Lessor, which such consent may be given or denied in Lessor's sole and absolute discretion (and which such consent may be conditioned upon Lessee entering Into a lease guaranty ("Lease Guaranty") in favorofl.essor(upon terms and·conditions reasonably acceptable to Lessor), whereby Lessee guaranties the performance by such assignee. Any assignment, subletting or transfer without such consent shall be a non-curable Default and Breach hereunder, without any prior notice need being given. Notwithstanding the foregoing, Lessee shall have the right to enter into one or more agreements (collectively, with any extension, renewal, amendment or replacement thereof, the "City Agreements") with an established third party operator of similar situated homeless navigation centers as the Shelter ("Third Party Operator), provided, however, that Lessee shall have first provided the name of such proposed Third Party Operator, and the tem1s of the City Agreements and provided further, that no such City Agreement shall modify or amend Lessee's obligations under this Lease. 6 l. Insurance. Notwithstanding anything to the contrary set forth in the Form Lea,e, Le,see shall carry and maintain, at its sole cost and expense, the following insurance: (i) Commercial General Liability Insurance (occurrence form) including coverage for death, bodily injury, with coverage for vandalism and malicious mischief, broad fonn property damage, contractual liability, owner's proteetive, host liGuor liability ond products/completed operations with coverage litnits as reasonably required by Lessor from time to time, but in no event less than Five Million Dollars ($5,000,000.00), combined each occurrence and in the aggregate insuring against any and all liability of the Lessee with respect to the Premises and all areas appurtenant thereto or arising out 5 12926447.l
EXHIBIT 1
City Council 22 – 24 2/15/2022
of the maintenance, use or occupancy thereof (Lessee may satisfy any portion of this requirement with umbrella liability coverage); (ii) Insurance covering any and all improvements, including Lesseo's furniture, fixtures and equipment and any Alterations permitted hereunder, and all personal property, In an amount not less than their full replacement cost providing protection against any peri l included within the classification "Special Form" including fire, vandalism and malicious mischief; (iii) Automobile lisbility insurance for all motor vehicles operated by or for Lessee, including owned, hired and non-owned vehicles, with minimum combined single limit coverage for bodily injury and property damage as reasonably required by Lessor from time to time, but in no event less than One Million Dollars ($1,000,000.00) for each occurrence, (iv) ful l replacement cost plate glass insurance and business interruption insurance in such amount as will reimburse Lessee for direct or indirect loss of earnings for up to 12 months attributable to all such perils insured against herein or any other cause, (v) Workers' Compensation, including employer's liability insurance, in compliance with all laws governing worker's compensation. If Lessee falls to maintain such insuranr.e, Lessee shall be deemed to have assumed the risk of all losses which would have been covered by such insurance and Lessor shall have no liability for any such losses. All of Lessee's policies of Insurance shall be Issued by insurance companies with general policyholder's rating of not less than A and a financial rating of not less than Class A VI as rated in the most current available "Best's" Insurance Reports and qualified to do business In the State of California. All policies shall name Lessor, its related or affiliated entities, parents, subsidiaries, partnerships,joint ventures, limited liability companies, members, trusts and assigns of every tier (as identified by Lessor), and each of their respective directors, officers, partners, agents, employees, volunteers, members, managers, trustees, shareholders and any successors or assigns of the foregoing. as well as Lessor's management company and ifrequested by Lessor, Lessor's first mortgagee or beneficiary as additional insureds (to the extent Lessor gives written notice to Lessee of the names and addresses of such parties), Certificates for all policies shall be delivered to Lessor prior to delivery of possession of the Premises to Lessee, and thereafter within thirty (30) days prior to the expiration of the term of each such policy, Until Lessee has delivered to Lessor such certificates of insurance, Lessor sltall not be obligated to deliver keys to the Premises to Lessee, and Lessee shall not be entitled to take occupancy of the Premises notwithstanding the fact the Torm ofthe Lease and Lessee's obligation to pay rent hereunder may have already commenced. All policies of insurance must contain a provision that Lessor will receive thirty (30) days• advanced written notice of any cancellation, lapse or reduction in the amounts ofinsurance. All public liability, property damage and other casualty policies shall be written as primary policies, not contributing with or in excess of coverage which Lessor may carry. All of lessee's insurance policies shall contain the following provisions:
severability of interest, cross liability, and contingent liability and builder's risk, with respect to improvements and alterations required or permitted to be made by Lessee under this Lease. The limits of said Insurance shall not, however, limit the liability of Lessee hereunder. If Lessee fails to maintain or procure such Insurance, Lessor shall have the right, but not the obligation, to procure and maintain the same, at Lessee's sole cost and expense. Lessee and Lessor each hereby waive any and all rights of recovery against the other, or against the officers, employees, agents and representatives of the other, for loss ofor damage to such waiving party or its property or the property of others under its control to the e><tent that such loss or damage is Insured against under any insurance policy required to be carried under this Lease, Each party shall, upon obtaining the policies of insurance required hereunder, give notice to the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in this Lease, and shal l obtain any special endorsements required at the insuring party's cost, if any. The parties agree in the event ofany damage to Lessee, the Premises, Lessee's property, ancVor any loss to Lessee's employees or invitees each shall resort to insurance coverage prior to asserting any claim or demand against the other or its assets. Nothing in this Section shall be deemed to constitute a waiver by the 6 12926441. I
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respective insurance carriers of either Lessee or Lessor of any other remedies available to said carriers

62. Initial Improvements and Work, Lessor, through the "General Contractor" (as defined below), shall construct, furnish and install within the Promises, including outside yard area, those items of construction (the "Work") shown on the "Plans" (as defined helow), It is the intent and agreement of the parties that the Work is comprised of all work (including all hard and soft costs associated with the design and construction of improvements for the Premises, but excluding any costs for furniture, fixtures, Trade Fixtures and other such similar personal property used in connection with the operation of the Shelter) to enable Lessee to furnish and install the Shelter ond comprehensive supportive services, which such facility shall contain sleeping areas, restrooms, showers, laundry rooms, kitchen and storage areas, common areas, and offices, and all other ancillary improvements in connection therewith to enable Lessee to operate the Shelter.

The architectural, structural, grading, mechanlcol, electrical, plumbing, sewer and fire/life safety standards that shall be applicable to the construction required to complete the Work, shall he subject to Lessor's rules and regulations applicable to the performance of the Work (collectively, the "Work Standarda'1, Lessor hereby appoints Jeremy Ogulnick as Lessor's representative ("Leoaor's Representative") to act for Lessor in all matters in connection with the Work. Lessee hereby appoints ____ as Lessee's representative(s) ("Lessee's Representative(•)") to act for Lessee in all matters in connection with the Work and Lessee shall be responsible for all costs authorized by Lessee's Representative(s). All inquiries, requests, lnstn1ctions, authorizations and other communications with respect to the Work shall be made to Lessor's Representative or Lessee's Representative(s), as the case may be, Authorizations made by Lessee's Reprosentative(s) shall be binding on Lessee, Authorizations made by Lessor's Representative shall be binding on Lessor, Either party may change its representatives under this Section 62 at any time by written notice to the other party, but any such change shall be effective only upon receipt by the other party. Notwithstanding the foregoing, in no event shall any direction by Lessor's Representative or Lessee's Representative(s) constitute a change in the terms or conditions of the Lease, unless the Lease is expressly modified in a writing executed by both Lessor and Lessee, All work shall he done pursuant to those architectural, electrical, mechanical, plumbing, life safety and structural drawings and specifications (including all flnishes) for the Work, which shall be approved by Lessor and Lessee (collectively, the "Plans"), Lessee may not make any material changes, modiflcations or alterations in the Plans (collectively, "Lessee Chang .. ') at any time without Lessor's prior written approval thereof which shall not be unreasonably withheld, conditioned or delayed and the cost of any such Lessee Changes shall be added to the Cost of the Work and shall not he included in the "Contingency Amount" (as defined below) and in the event of any such approved Lessee Changes, the Cost Estimate shall he incre&sed by the amount of such Lessee Changes. Lessor may from time to time during the prosecution of the Work require reasonable modifications or amendments to the Plans due to unforeseeable conditions or to the extent changes are required to comply with applicable Laws ("Lessor Changes") and the cost of any such Lessor Changes shall be Included In the "Contingency Amount'' (as defined below), unless It is considered a "Change Order" (as defined below) approved by Lessee, Lessor acknowledges and agrees that Lessor shall be solely responsible for causing the Work to be constructed and maintained, in accordance with all applicable Laws, including, without limitation, the provisions of the American with Disabilities Act, 42 U.S,C. Section 12101 et seq. and any governmental regulations with respect thereto (the "ADA") and other similar Laws. Additionally, to the e,tent applicable to the Work, Lessor shall he responsible for complying with all pertinent prevailing wage laws pursuant to California Labor Code sections 1720, et seq, Lessee shall pay the entire "Cost of the Work", As used herein, the term "Cost of the Work" means all costs and expenses in connection with the design, furnishing, construction and installation of the Work, including without limitation: (a) all architectural, 7 12926441.1
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engineering and consultant fees associated with the preparation of the Plans; (b) governmental agency plan review, permit, license and other fees (including, without limitation, any charges required by any governmental entity or authority having jurisdiction over the Premises); (c) sales and use taxes; (d) insurance costs and expenses; (e) testing and inspecting costs; (t) costs and expenses of material and labor, including without limitation, General Contractor's profit and general overhead; (g) costs and expenses associated with the compliance with applicable Laws; (h) ccsts and expenses of alterations of the Premises and all life safety systems necessitated by any applicable Law; (i) costs and expenses associated with any modification or addition to the Premises or any street or public right of way; (j) all costs and expenses of construction work required to complete the Work; (k) costs and expenses of Lessee signage, if any; (I) costs and expenses associated with the placement of any new, additional or supplemental mechanical, electrical, plumbing or life safety systems on the Premises, including, without l!milation, costs associated with any repair or replacement of any HVAC units or systems, and running piping and conduit to such systems (the location for such piping and conduit shall be selected by Lessor); (m) costs and expenses associated with any Lessee Changes or Lessor Changes; and (n) any outof-pocket costs and expenses incurred by Lessor or Lessor's consultants associated with the review of the Plans, Lessor proposed that the entire Cost of Work would be $8, 500,000 for the completion of the Work ("Cost Estimate"). Any changes to the scope of Work that would increase the "Cost Estimate" must be approved In writing by Lessee prior to commencement of such extra Work ("Change Order") provided, however, that Lessor and Lessee also agree to a I 0% contingency amount equal to $850,000 ("Contingency Amount"), which such Contingency Amount may be incurred in connection with any Lessor Change, and is to be paid and reimbursed to Lessor by Lessee, without such prior written approval of Lessee. Concurrently upon the execution oftl1is Lease, Lessee shall deposit with Lessor, the sum of $850,000, which such amount shall be a "retainer" against fees and costs incurred by Lesoor in connection with Lessor's completion of the Work. All Work shall be completed by a general contractor chosen by Lessor but approved by Lessee, which approval shall not be unreasonably withheld, conditioned or delayed (the "General Contractor"). Lessor shall be required to obtain the required permits for the Work, with any costs end expenses included within the Cost Estimate. Lessee hereby approves Bentley Construction as the General Contractor, Lessee must arrange with an insurance company to provide the coverage required under the Lease, the cost of which is not included in the Cost Estimate. Prior to the start of Work, Lessor must receive the certificates of insurance required under the Lease, Such certificate of insurance shall name Lessor as additional insurnd, Lessor shall cause the General Contractor to perform all Work in a good and workmanlike manner and in accordance with good industry practice, applicable Laws and the Lessor's Work Standards, and in material compliance with the Plans. Lessor shall deliver to Lessee a request for payment from the General Contractor, approved by Lessor, showing the schedule, by trade, of percentage of completion of the Work and the cost of labor rendered and materials delivered to the Premises for which such payment is being requested, which such request for payment may be submitted weekly and on or before the seventh (7th) Business Day after receipt of such request for payment, Lessee shall deliver a check to Lessor made payable to either Lessor or General Contractor, the amounts so requested by Lessor. During the construction of the Work, Lessor's Representative and Lessee's Representative shall meet as often es deemed reasonably necessary by Lessor and/or Lessee lo discuss construction progress. For purposes hereof, "Substantial Completion• (and any correlative variations thereot) of the Work shall mean completion of construction of the Work in material compliance with the Plans, with the exception of any Punch List Items. For the purposes hereof, the term "Punch List Items" shall mean minor details of construction or decoration or mechanical adjustments that can reasonably be completed after the date Lessee commences its operations within the Premises without causing substantial interference with Lessee's operations at the Premises. Lessor shall use its good faith efforts to 8 12926-147, 1
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correct (or cause General Contractor to correct) all Punch List Items within thirty (30) days after Substantial Completion of the Lessee Work.

63. Operatjons/Use. Notwithstanding anything to tne contrary set forth in the Fonn Lease, Lessee agrees that at all times, the Premises (nnd the navigation center ("Shelter")) shall� operated (a) In complete compliance with the attached Exhibit B, (b) In a first class manner, consistent with the highest quality standards of care, cleanliness and safety for employees, guests, patients, Invitees and neighbors, and with proper levels of experienced management and staffing, to enable the provisi.on of appropriate programs and assistance for homeless individuals in the City, and (c) In full compliance with all applicable loca� state and federal laws, rules and regulations.

Furthermore, Lessee covenants and agrees that It (and any Third Party Operator) shall not discriminate against any person or group of persons on account of race, disability, color, creed, religion, seK., marital status, sexual orientation, national origin, or ancestry, in the use, occupancyt tenure, or enjoyment of the Shelter. Lessee (and any Third Party Operator) shall refrain from restricting the use of the Shelter on the basis of the race, age, disability, color, religion, creed, gender, sex, marital status, sexual orientation, ancestry, or national origin of any person, nor shall Lessee, any Third Party Operator or any person claiming under or through Lessee or any Third Party Operator, establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use, or occupancy of the Shelter. Lessee and any Third Party Operator shall comply wiU, the Occupational Safety and Health Act of 1970, 29 U,S.C. section 65 I et seq., and the Americans with Disabilities Act of 1990, 42 U.S.C, section 12101 et seq,, and any analogous legislation in California (collectively, "the Acts"), to the extent that the Acts apply to the Shelter and any activities thereon. Without limiting the generality of the foregoing, Lessee covenants to maintain all non-structural portions of the Shelter including working areas, all machinery, electrical facilities and the like upon the site in a condition that fully compiles with the requirements of the Acts.

64. Indemnity. Lessee shall indemnify, protect, defend (with counsel satisfactory to Lessor) and hold hannless LeS!,or and the Released Parties, from and against any and all claims arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee, any Third Party Operator or any Lessee's or any Third Party Operator's employees, customers, patients, guests, invitees, directors, trustees, fiduciaries, representatives, agents, servants, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting in their behalf of the Lessee and any Third Party Operator (collectively, "Lessee Parties") or any act, omission or negligence of any Lessee and/or any of the Lessee Parties or any Default and/or Breach by Lessee of any covenants, tenns and/or conditions set forth in this Lease, either prior Lo, during, or after the expiration of the Term and including any claims brought or arising out of any civil tort or criminal activity; provided however, that the foregoing indemnification shall not apply to the extent arising out of the gross negligence or willful misconduct of Lessor or the Released Parties. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's sole cost and expense by counsel reasonably satisfactory to Lessor and Lessor shall reasonably cooperate wlth Lessee in such defense. If Lessor In its sole discretion shall determine that it is in Lessor's interest to have separate legal counsel, Lessee shall indemnify Lessor for any legal fees and costs incurred by Lessor for the defense of any such claims. Lessor need not have first paid any such claims in order to be defended or indemnified hereunder,
Lessor shall indemnify, protect, defend (with counsel satisfactory to Lessee) and hold harmless Lessee and the Lessee Parties, from and against any and all claims arising out of, involving, or in connection with, the gross negligence or willful misconduct of Lessor relating to tho Premises either prior to, during, or after the expiration of the Tenn and Including any claims brought or 9 12926447.1
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arising out of any civil tort or criminal activity; provided however, that the foregoing indemnificotion sholl not opply to the extent arising out of the gross negligence or willful misconduct of Lessee or the Lessee Parties. lf any action or proceeding is brought against Lessee by reason of ony of the foregoing matters, Lessor shall upon notice defend the same at Lessor's sole cost and expense by counsel reasonably satisfactory to Lessee and Lessee shall reasonably cooperate with Lessor in such defense. If Lessee in its sole discretion shall determine that it is in Lessee's interest to have separate legal counsel, Lessor shall indemnify Lessee for any legal fees and costs incurred by Lessee for the defense of any such claims. Lessee need not have first paid any such claims in order to be defended or indemnified hereunder.

65. Notices. Notwithstanding anything to the contrary in the Form Lease, all notices, requests, or demands herein provided to be given or made, or which may be given or made by either party to the other, shell be given or made only in writing and shall be deemed to have been duly given: (i) upon delivery, or if delivery is rejected when delivery was attempted, of U.S. Certified Mail, properly addressed, postage prepaid with return receipt requested; or (ii) upon delivery, or if delivery is rejected when delivery was attempted, when sent via overnight or express mail courier, properly addressed and postage prepaid; (iii) when delivered personally al the address listed below their respective signatures (signature required), or (iv) by e-mail, and if so sen� (a) the subject line of the e•mail shall state "URGENT: NOTICE TO [LESSEE] (LESSOR]" (or substantially similar thereto) and (b) followed within one ( I) business day by a copy sent by a method prescribed in (i), (ii) or (iv) above; provided however, that nll deliveries or attempted deliveries shall only be made or attempted to be made on a Business Day. Notwithstanding the prescribed methods of delivery set forth above, actual receipt of written notice by o party designated below shall constitute notice given in accordance with the Agreement on the dote received, unless deemed earlier given pursuant to the foregoing methods of delivery. The proper address to which notices, requests or demands may be given or made by either party shall be the address set forth for such party as set forth in the Form Lease, or to such other address or to such other person as any party shall designate in writing, such address may be changed by written notice given to the other party In accordance with this Paragraph. 66, ADA Upgrades. Except with respect to the Work as set forth in Section 62 above, Lessor shall not be required to provide ADA upgrades to the Premises.

67. lntentionolly Omitted.

68. Inspections. Notwithstanding anything to the contrary set forth In the Fonn Lease, upon reasonable notice to Lessee, Lessor shall have the right to inspect the Premises, or cause the Premises to be inspooted by a third party chosen by Lessor, to verify that Premises are at all times being operated in full compliance with the terms of Paragraph 6 l of this Addendum and as otherwise required by this Lease. In the event that any such inspection reveals any such non• complionce, the some shall be, at the option of Lessor, a Default and or Breach by Lessee under the Lease. As additional consideration for Lessor's entering into this Lease, Lessee shall reimburse and pay to Lessor, in addition to Base Rent and other Rent due hereunder, the cost of any such inspection, up to $500 per inspection but no more than once each calendar month, to help offset the cost of such inspections, such amounts to be paid by Lessee to Lessor within 5 days ofter Lessee's receipt from Lessor ofa copy of the applicable inspection report and invoice therefor, and all such amounts being deemed Rent under this Lease.

69. Option to Purchase. Lessor hereby grants to Lessee an option (the "Purchase Option�) during the Purchase Option Period (as defined herein below) to purchase the Premises upon the following terms:
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69.1, Purchase Price. The Purchase Price for the Premises shall be equal to the sum of $9,200,000 (the "Initial Price") plus the Increase Amount (as defined below) (said Initial Price plus the Increase Amount, if any, being the "Purchase Price"), payable in cash at Closing (as defined below): provided, however, that the Initial Price is based in part upon Lessor's original purchase price of the Premises and in the event that Lessor receives any monies back in respect thereof from its seller as set forth in its original purchase agreement, the Initial Price shall be reduced by said amount so rooeived. The "Increase Amount" shall be the amount equal to SO¾ of the increase in the Consumer Price Index for all Urban Consumers for the Los Angeles-Anaheim-Riverside area, all items published by the United States Department of Labor, Bureau of Labor Statistics ( 1982- 84=100) ("lndeK") from May 2020 ("Base Index.") to the date of the Notice ofEKercise (as defined below); such increase to be calculated by taking the Initial Price and multiplying it by a fraction, the numerator being the Base Index, and the denominator being the Index published for the month in which the Notice ofExercise is delivered. lf the Index is changed so the Index differs from that used as of the date hereof, the Index shall be converted under the conversion factor published by the United States Department of Labor, Bureau of Labor Statistics. If the Index Is discontinued or revised during the Lease Term, such other governmental Index or computation with which it is replaced shall be used to obtain substantially the same results as would be obtained if the Index had not been discontinued or revised. Notwithstanding the foregoing, the Increase Amount shnll not increase the Initial Price by an amount equal to more than 1.5% per year (non-compounding), Additionally, in the event Lessor receives funds for the Regulatory Safety Penni!, the Purchase Price shall be reduced by $1,000,000 or the amount of such funds that are received by Lessor, provided, however, that any interest collected by Lessor in connection with such Regulatory Safety Permit amount shall not be included in the reduction of such Purchase Price.

69.2, Term of Purchase Option. The term of the Purchase Option shall commence upon the 1 • day of the J3ili month of the Term of tho Lease (the "Purchase Option Commencement Date") and shall expire on the earlier of (a) the five (5) year anniversary of the Commencement Date and (b) tho expiration or termination of this Lease for any reason whatsoever (the "Purchase Option Termination Date"), The period between the Purchase Option Commencement Date and the Purchase Option Termination Date shall be referred to herein as the "Purchase Option Period.'' In the event Lessee fails to timely exercise the Purchase Option within the Purchase Option Period, the Purchase Option, and all rights of Lessee, shall immediately and automatically cease and terminate, and tho Purchase Option shall in that event be null and void and be ofno further force or effect whatsoever.

Lessee may exercise the Purchase Option only in the manner provided In Section 69.4 below.

69.3. lnyestjgatjons. During the Purchase Option Period, Lessee shall be permitted to investigate the Premises and undertake all actions that it deems necessary or desirable to ascertain the condition of the Premises which includes, but is not limited to, the environmental condition of the Premises, status of title to the Premises, and the condition of the improvements on the Premises. Accordingly, during the Purchase Option Period, Lessee shall have, in addition to its rights as the tenant of the Premises hereunder, and Is hereby granted, the right to make and conduct such non-invasive surveys, studies, tests, investigations, and inspections (environmental and otherwise) as Lessee deems reasonably necessary or convenient: provided that Lessee may make such invasive surveys, studies, tests, investigations or Inspections as it deems reasonably necessary or convenient only upon the prior written consent of Lessor which shall not be unreasonably l I
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withheld, All such surveys, studies, tests, investigations and inspections shall be porfonned at tho sole east and expeose of Lessee and Lessee shall Indemnify, defend and hold Lessor hannless from end egainst any and all cos� expense, liability arising from or in connection with any such surveys, studies, tests, investigation and inspections.

69.4. Exercise of Purchase Option. To exercise the Purchase Option, Lessee shall serve written notice of exercise upon Lessor or Lessor's legal representatives at any time after the Purchase Option Commencement Date but prior to the Purchase Option Termination Date ("Notice of Exercise"), which such Notice of Exercise shall be accompanied by a cash or cash equivalent in the amount of One Hundred Thousand Dollars($ I 00,000,00) ("Deposit"). The Deposit shall be invested by Escrow Holder (as defined below) in a federally Insured interest-bearing account with any interest accruing thereon to be paid or credited to Lessee. At the Close of Purchase Option Escrow, the Deposit and any accrued interest thereon shall be applied and credited toward payment of the Purchase Price. The Notice of Exercise shall provide at least 90-120 days for Lessor to locate an exchange property prior to the Closing of the Purchase Option Escrow.

69.5. Escrow. If Lessee timely exercises the Purchase Option by the timely delivery of the Notice of Exercise and the Deposit, Lessor and Lessee shall immediately open an escrow ("Option Escrow") with Chicago Title Company ("Escrow Holder", the specitic escrow officer being chosen by Lessor, or Lessor may choose such other escrow or title company in its reasonable discretion upon written notice to Lessee, which such escrow or title company shall be subject to Lessee's approval, which will not be unreasonably withheld, conditioned or delayed), whereupon the Deposit shall be delivered to Escrow Holder, This Agreement shall constitute joint escrow Instructions to Escrow Holder with respect to the purchase and sale of the Premises. The parties shall exeoute such additional escrow instructions which arc not inconsistent with the provisions of this Agreement and which may be required by Escrow Holder in order to close such escrow,

69.6. Payment, The Purchase Price shall be paid in cash upon the Close of Purchase Option Escrow ( as defined below),

69.7. Q.Qmng. The close of the Purchase Option Escrow for the purchase and sale of tho Premises shall occur on or before the date which is thirty (30) days ("Scheduled Closing Date") after the dale of delivery of the Notice of Exercise by Lessee to Lessor (the "Close of Purchase Option Escrow" or "Closing"), For purposes hereof, the Close of Purchase Option Escrow (and Closing) shall be the date on which the Grant Deed conveying the Premises to Lessee is recorded.
12926447.1
a) If, following Lessee's timely and proper exercise of the Purchase Option, the Closing fails to occur as a result of Lessor's breach or default and if Lessor should remain in default in any material respect in the perfonnance of any of Lessor's obligations under the Lease with respect to the sale of the Premises after the fifth (5th) Business Day following the delivery by Lessee to Lessor of written notice of such default, Lessee shall be entitled, as its sole and exclusive remedy for any such defaul� to elect any one of the following remedies (so long as title to the Premises has not been further encumbered involuntarily or by or with the consent of Lessor, and Lessor elects not to remove such encumbrance on or prior to Closing): (i) tenninate its Purchase Option and receive the retunl of the Deposit, and, thereafter, the parties shall have no further rights or obligations hereunder except that if applicable, the Lease shall continue thereafter in full 12 EXHIBIT 1
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12926447.1
force and effect, or for obligations which expressly survive the termination of the Purchase Option; or (ii) bring and pursue an action for specific performnnce of the Purchase Option; or (iii) waive the default and proceed to close the transaction contemplated herein. As a condition precedent to Lessee exercising any right it may have to bring an action for specific performance hereunder, Lessee must commence such an action within thirty (30) days after the occurrence of Lessor's default. Lessee agrees that its failure to timely commence such an action for specific performance within such thirty (30) day period shall be deemed a wa.iver by it of its right to commence an action for speeitic performance as well as a waiver by it of any right it may have to file or record a notice oflis pendens or notice ofpendency of action or similar notice against the· Premises.
b) If, following Lessee's timely ond proper exercise of the Purchase Option, the Closing fails to occur as a result of Lessee's breach or default, and if Lessee should remain in default in any material respect in the performance of any of Lessee's obligations with respect to the purchase of die Premises after tho fifth (5th) Business Day following the deliveiy by Lessor to Lessee of written notice of such default, THEN AND IN SUCH EVENT, NOTWITHSTANDING ANYTHING HEREIN TO nm CONTRARY, LESSEE AND LESSOR

AGREE THAT LESSOR WILL INCUR DAMAGES BY REASON OF SUCH

DEFAULT BY LESSEE, WHICH DAMAGES SHALL BE IMPRACTICAL
AND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN.

LESSEE AND LESSOR, IN A REASONABLE EFFORT TO ASCERTAIN

WHAT LESSOR'S DAMAGES WOULD BE IN THE EVENT OF SUCH

DEFAULT BY LESSEE HAVE AGREED BY PLACING THEIR INITIALS

BELOW THAT THE AMOUNT OF THE DEPOSIT SHALL BE DEEMED TO

CONSTITUTE A REASONABLE ESTIMATE OF LESSOR'S DAMAGES
UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA

CIVIL CODE AND THE PAYMENT AND RETENTION OF SUCH AMOUNT

AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR

PENAL TY WITHIN THE MEANING OF CALIFORNIA CIVIL CODE
SECTIONS 3275 OR 3369. IN THE EVENT OF AND FOR SUCH DEFAULT BY LESSEE; LESSOR SHALL RETAIN THE DEPOSIT AS LIQUIDATED

DAMAGES AS LESSOR'S SOLE REMEDY THEREFOR, UNLESS LESSEE

WRONGFULLY REFUSES TO CAUSE ESCROW HOLDER TO CANCEL

THE ESCROW OR TO RELEASE THE DEPOSIT TO LESSOR, IN WHICH

INSTANCE LESSOR SHALL ALSO BE ENTITLED TO ALL COSTS AND

EXPENSES, INCLUDING ACTUAL ATTORNEYS' FEES INCURRED BY

LESSOR WITH RESPECT TO THOSE CONSEQUENTIAL DAMAGES, IF

ANY, WHICH MAY BE INCURRED BY LBSSOR,AFTBR THE CLOSING

DATE OR OTHER TERMINATION OF THIS AGREEMENT OR

CANCELATION OF THE TRANSACTIONS HEREIN CONTEMPLATED BY

REASON OF THE CLOUD ON TITLE TO THE PROPERTY WHICH MAY

RESULT FROM LESSBE'S WRONGFUL FAILURE TO CANCEL THE
ESCROW AND THIS AGREEMENT. ESCROW HOLDER IS HEREBY

INSTRUCTED TO IMMEDIATELY RELEASE THE DEPOSIT TO LESSOR IN THE EVENT OF A BREACH BY LESSEE HEREUNDER. IN ADDITION,

IF LESSEB WRONGFULLY FAILS TO CAUSE SUCH SUM TO BE

DELIVERED TO LBSSOR AS HERETOFORE PROVIDED, INTEREST

SHALL ACCRUE THEREON AT THE MAXIMUM RATE ALLOWED BY
l3
EXHIBIT 1
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LAW FROM THE DATE OF LESSOR'S WRITTEN NOTICE OF DEFAULT AND TERMlNATION UNTIL PAYMENT THEREOF. IN ADDlTION,

LESSEE SHALL PAY ALL TITLE AND ESCROW CANCELLATION
CHARGES. FURTHBRMORE AND NOT WITHSTANDING THE

FOREGOING, THIS PARAGRAPH PERTAINS ONLY TO A DEFAULT BY

LESSEE WITH RESPECT TO THE PURCHASE OPTION AND SHALL NOT

RESTRICT, LIMIT, MODIFY, ALTER OR AMEND, IN ANY MANNER

WHATSOEVER, ANY RIGHT OR REMEDY OF LESSOR IN THE EVENT
OF A D T BY LESSEE UNDE T · E LEASE,
(c) Except as otherwise set forth herein, either party shall not be liable for consequential or speculative damages in connection with such party's breach or default hereunder.
(d) Additionally, and notwithstanding the foregoing, if following Lessee's timely and proper exercise of its Purchase Option, the Premises suffer a material casualty (which, for purposes hereof shall mean damage with a cost to repair in excess of$ I 00,000 not caused by Lessee orany employee, resident, guest or invitee of Lessee), then Lessee shall have the right to either(i) proceed wtth the Close of Escrow (In which case, ifthere were such a material casualty Lessee shall be entitled to receive all available insurance proceeds and receive a reduction of the Purchase Price in an amount equal to the deductible amount and any required co-Insurance payment with respect to the insurance, and there shall be no other reduction in the Purchase Price), or(ii) rescind the Notice of Exercise, in which case the Deposit shall be returned to Lessee, the Lease shall continue in full force and effect (Including Lessee's right to later re-exercise the Purchase Option), and Lessee shall not be liable for any costs incurred by Lessor with respect to the failed Closing; provided, however that each of Lessee and Lessor shall pay one-half of the Escrow Holder's costs and fees in connection with the Option Escrow and its cancellation.
(e) Additionally, and notwithstanding the foregoing, if the Closing Is unable to occur for a reason other than a breach or default by Lessee or Lessor, then Lessee shall have the right to rescind the Notice of Exeroise, in which case the Deposit shall be returned to Lessee, the Lease shall continue in full force and effect (including Lessee's right to later re•exercise the Purchase Option), and Lessee shall not be llable for any costs Incurred by Lessor with respect to the failed Closing; provided, however that each of Lessee and Lessor shall pay onehalfof the Escrow Holder's costs and fees in connection with the Option Escrow and its cancellation.

69.8. Condition of Property. Lessee represents and warrants that Lessee has, or shall have inspected and conducted tests and studies of the Premises, and that Lessee is familiar with the genetal condition of the Premises, Lessee understands and acknowledges that the Premises may be subject to earthquake, fire, Ooods, erosion, high water table, dangerous underground soil conditions, hazardous materials and similar occurrences that may alter its condition or affect its suitability for any proposed use. EKcept as otherwise 14 12926447.1
EXHIBIT 1
City Council 22 – 33 2/15/2022
expressly provided in the Lease, Lessor shall have no responsibility or liability with respect to any such occurrence. Lessee represents and warrants that, except for Lessor1 s
express representations and warranties herein, Lessee is acting, and will act only, upon information obtained-by Lessee directly from Losse<>'s own inspection of the Premises, Lessor hereby makes no claims, representations or warranties as to the suitability or lack of suitability of the Premises for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any such proposed or intended use of the Premises shall not affect the rights or obligations of the Lessee hereunder. 69,9. "As Is". Lessee expressly agrees that If it completes the purchase of the Premises (i) that it is purchasing the Premises on an "As is" basis and based on its own investigation of the Premises, (ii) that, except as expressly set forth herein, neither Lessor nor Lessor's employeesJ agents, brokers, representatives, managers, property managers, asset managerst officers. principals, bencficiaries1 trustees, attorneys or contractors (collectively, "Lessor's Representatives") have made any warranty, representation or guarantee, expressed, implied or statutory, written or oral, including, withoot limitation, any implied warranty of merchantability or fitness for any use or purpose or of reasonably workmanship, concerning the Premises or any of the products or improvements located thereon or therein: (Iii) that, except as otherwise expressly set forth herein. neither Lessor nor Lessor's Representatives have made any warranty. representation, or guarantee, expressed, implied or statutory, written or oral, pertaining to the Premises' compliance with any laws, ordinances, rules or regulations, federal, state or local and (Iv) except as otherwise expressly set forth herein, that neither Lessor nor Lessor's Representatives have made any warranty, representation or guarantee, expressed, Implied or statutory, written or oral, as to any government limitation or restriction, or absence thereof, pertaining to the Premises, or as to the presence or absence of any latent defect, subsurface soil condition, environmental condition, hazardous substance, toxic waste or any other matter pertaining to the physical condition (title, mapping, grading, construction, or otherwise) of the Premises. Lessee is or as of the Close of Purchase Option Escrow will be familiar with the Premises and their suitability for Lessee's Intended use. All documents which have been given to Lessee by Lessor, or Lessor's Representatives, have been delivered as an accommodation to Lessee and without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assignability of any of the documents, all of which Lessee relies on at its own risk. Lessee acknowledges and agrees that, except as otherwise expressly set forth herein, Lessee's only recourse for any defect in title shall be against the title company and not Lessor.
69, I 0, Release, Lessee shall rely solely upon Lessee's own knowledge of the Premises based on its investigation of the Premises and its own inspection of the Premises In determining the Premises' physical condition. Effective upon the Close of Escrow, Lessee and anyone claiming by, through or under Lessee hereby waives its right to recover from and fully and irrevocably releases Lessor and Its respective members, employees, officer,, directors, partners, shareholders, beneficiaries, trustees, fiduciaries, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting in their behalf ("Released Parties") from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any construction defects, errors, omissions or otlter conditions, latent or otherwise, including environmental matters, affecting the Premises l5
12926441-1
EXHIBIT 1
City Council 22 – 34 2/15/2022
or any portion thereof. This release includes claims of which Lessee is presently unaware or which Lessee does not presently suspect to exist which, if known by Lessee, would materially affect Lessee's release to Lessor. In this connection and to the fullest extent permitted by law, Lessee hereby agrees, represents and warrants that Lessee realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Lessee further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and tha� as a material portion of the consideration given to Leasor by Lessee in exchange for Lessor's performance hereunder, Lessee nevertheless hereby intends to release, discharge and acquit Lessor from any such unknown ceuses of action, claims, demands, debts. controversies, damages, costs, losses and expenses which might in any way be included, Lessor has given Lessee material concessions regarding this transaction in exchange for Lessee agreeing to the provisions of this Section.

69.11. Additional Release. The releases set forth in Section 69.10 above und this Section 69.11 are full and complete releases of all the persons and entities described above of and ftom any and all liability ofuny noture whatsoever for all damage, injury, loss, expense, including any consequentlul expense, loss or damage, whether the same are now known or unknown to the parties, expected or unexpected by said parties, and all rights under Section 1542 of the California Civil Code are hereby waived and relinquished. Section 1542 of the Civil Code provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

THAT THE CREDITOR OR RELEASING PARTY DOES

NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER

FAVOR AT THE TIME OF EXECUTING THE RELEASE

AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMllNT
WITH THE DEBTmj
ED PARTY."
sse 1t1als
Notwithstanding anything to the contrary herein, the foregoing releases in Section

69.10 and this Section 69.Jl are not intended to and do not cover (i) any claims arising from a breach by Lessor of any Lessor's obligations under this Lease, or (iii) any gross negligence, willful misconduct or fraud committed by Lessor.

69.12. permissible Title Exceptjons. Upon the Close of Purchase Option Escrow, Lessor shall convey the Premises to Lessee by a grant deed (the "Grant Deed"), The Grant Deed shall be subject only to the following (collectively, the "Permitted Exceptions"):
1192644?,I
a) Current Matters of Record. Those matters of record identified on the attached Exhibit A.
b) Lease. This Lease.
c) Future Non-Monetary Exceptions. All monetary and non-monetary encumbrances placed against the Premises or which may appear of record nfier the date hereof as the result of any action or inaction of Lessee (including any 16 EXHIBIT 1
City Council 22 – 35 2/15/2022
monetary encumbrances appearing of reeord ss a result of any action or inaction ,, by Lessee during the Purchase Option Term),
d) Iru!tl, Non-delinquent general, special and supplemental real property taxes and assessments; provided however, all delinquent taxes and assessments relating to the perio<i following the Commencement Date of tho Lease are tho responsibility of Lessee pursuant to this Leese and shall be paid by Lessee at Closing. c) Printed EKceptlons. Matters shown as printed exceptions in the standard form of Owner's Policy of Title Insurance.

Title Insurance, Lessor shall cause to be delivered to Lessee upon the Close of Purchase Option Escrow, an ALTA standard coverage owner's policy of title insurance on the Premises issued by Escrow Holder with policy limits equal to the Purchase Price and insuring title to the Premises in the condition set forth above and otherwise vested in Lessee. Lessee shall have the right to request issuance ofan ALTA extended eoverage owner's policy of title insurance and any endorsements it may require, but the Closing shall not be delayed or conditioned on the issuance of same. Lessee shall obtain, at its sole cost and expense, any survey required to obtain any such extended coverage Title insurance, and the obtaining or failure to obtain any such survey shall not delay the Closing.

69.13. Additional Closing Documents. As part of the Closing, the parties shall execute and deliver the following additional documents to the Escrow Holder:
a) Lessor and Lessee shall execute and deliver an Assignment and Assumption of Lease;
b) Lessor shall execute and deliver a Bill of Sale and General Assignment; c) Lessor shall execute and deliver a Transferor's Certification of Non-Foreign Status, together with a California Form 593-C, reflecting that no tax withholding is required; and
d) Lessor and Lessee shall deliver such additional, customary escrow closing documents and instruments ss Escrow Holder shall reasonably require, including appropriate evidence of authority and a customary owner's affidavit.

The Grant Deed and those documents specified in Paragraphs 69.9 (a), (b) and (c) shall be prepared by Lessor and delivered to Lessee for review and approval not later than ten ( I 0) days prior to the Scheduled Closing Date. The exact form and content of such documents shall be subject to good faith negotiation by Lessor and Lessee and the failure of Lessor and Lessee to agree upon the form of such documents not later than 2 Business Days prior lo the Scheduled Closing Date shall constitute the failure of a.condition of closing, and either party shall then have the right to terminate the Purchase Option and the sale of the Premises.

69.14. Prorations and Credits. Pursuant to the terms of the Lease, all real property taxes and assessments and utilities are to be paid by Lessee and as such no prorations for the same are to be made,
l7
ll.926441.1
EXHIBIT 1
City Council 22 – 36 2/15/2022

69.15. Closing Costs. Lessor shall pay for (a) all premiums for the AL TA standard coverage portion of the Title Policy, (b) one-half(½) of all Escrow fees and costs, (c) all sales and gross receipts taxes, (d) all documentary transfer and/or stamp taxes, if any, and (e) Lessor's share of prorations, if any. Lessee shall pay for (i) all premiums for the AL TA extended coverage portion of the Title Policy and any endorsements requested by Lessee, (ii) all costs relating to the survey and all reports, studies, inspections, investigations and all other costs and expenses incurred by Lessee in connection with its review of any materials, documents, materials, the Premises and other such due diligence conducted by Lessee, (iii) any document recording fees and charges, (iv) one-half(½) of all Escrow fees and costs, and (v) Lessee's share of prorations, if any. Lessor and Lessee shall each pay for all of its respective legal and professional fees and fees of other consultants incurred by such respective party, and if Lessee shall finance any of the Purchase Price, Lessee shall pay all costs and expenses incurred or arising in connection with such financing. All other normal and customary closing costs and expenses shall, except as otherwise herein set forth, be allocated between Lessor and Lessee in accordance with the customary practice in the County in which the Project is situated.

69.16. Purchase Option Assignment. The Purchase Option is personal to Lessee and may not be assigned in whole or in part at any time. Notwithstanding the foregoing, Lessee may assign the Purchase Option to any other governmental entity approved by the City to whom this Lease is assigned as set forth in Section 60 herein above. (remainder of page left intentionally blank)
18 12926447.1
EXHIBIT 1
City Council 22 – 37 2/15/2022

70. fJl!wllm:m, Tho Form Lea•• and Addendum may oaoh be exeouted In multiple ®untorparts and by separate parlles on separate counterparts and delivered vta fuoalmlle or other moans of electronic imagt tNlllsmls1ion, eaoh of which shall bo deemed an original for all purposes, but all of which, together, shall constitute one and the snme instrument.

LESSOR:

DYBll 18, LLC
12?26447,1
L!lSSijE:

See attached City of Santa Ana
signature page
19 EXHIBIT 1
City Council 22 – 38 2/15/2022
Lessee City of Santa Ana Signature Page to:

Addendum to
Standard Industrial/Commercial Single-Tenant Lease - Net For Certain Premises Commonly Known as
1815 East Carnegie, Santa Ana, California 92705
March 1, 2021
CITY OF SANTA ANA:

City Manager
APPROVED AS TO FORM:

Sonia R. Carvalho
C�ttomey
. >ir � '\;,:.«tr Ry,fo1 O.(;Hodge
Assi{tant City Attorney
ATTEST:
rk of the Council
RECOMMENDED FOR APPROVAL:

Steven Mendoza
Executive Director
Community Development Agency
EXHIBIT 1
City Council 22 – 39 2/15/2022
EXHIBIT "A" - LIST OF PERMITTED EXCEPTIONS
See attached
20 12926441.1
EXHIBIT 1
City Council 22 – 40 2/15/2022
EXHIBIT "B" - DESCRIPTION OF LESSEE USES
The property will be used as an emergency homeless shelter and ancilla1y uses thereto are center, health clinic, and anclllory office space, Services to be provided include case management, housing navigation, behaviornl health and substance use counseling, healthcare coordination, and job development. Outdoor property perimeter will be covered with screened fences to limit visibility into the area, Outdoor facilities will include client storage area, pet accommodations, smoking area, outdoor common area, recreational area, and temporary modular housing. There will be 24/7 security guard presence at the property to promptly resolve any security issues that may arise. In addition, this property is not a walk-in facility. All client transportation to and from the facilities will be provided. In addition, there is a Good Neighbor Policy which will be implemented by Lessee (and its Third Party Operator) to promote positive communication and relationship with neighbors on an ongoing basis. 2l
12926447.1
EXHIBIT 1
City Council 22 – 41 2/15/2022
Dyer 18, LLC
240 Newport Center Dr. Suite #200
Newport Beach, CA 92660
Reason for Change Comments
*At time conceptual bid was provided, the budget
was an educated guess as plans were not yet
generated.
$ - $ 125,000 $ (125,000) $ (125,000) Requested by the City to speed up the delivery of the building
$ 742,240 $ 792,240 $ (50,000) $ (50,000) Unforeseen Circumstance and Change of Scope - Increase in sewer line size from 4 inches to 6. The original "as-built" plans from Gensler showed the existing condition as 6 inches. - Additional plumbing for the pump in the back yard.
- Public Works required replacement of Fire and Domestic water in the street. $ 1,007,330 $ 1,042,330 $ (35,000) $ (35,000) Unforeseen Circumstance and Change of Scope - Emergency lighting changes
- Additional bug-eye
- Redo lounge room 105 electrical per City's request
- Additional underground conduits that were not expected $ 550,000 $ 850,000 $ (300,000) $ (300,000) Change of Scope and increase in material cost - Framed upstairs which was not part of the original scope-Framing Square footage increased substantially due to framing of the mezzanine.
- Original assumptions had us using ICF, however we needed to use wood framing which increased material cost by 25% - Lumber prices have greatly increased in the past year - Fire treated wood had to be used at the front that we were not anticipating to have to use. Never had to use on any other project. $ 100,000 $ 110,948 $ (10,948) $ (10,948) Change of Scope - Increase in cabinetry scope (after 1st round of plans were produced) $ 700,000 $ 785,000 $ (85,000) $ (85,000) Change of Scope and increase in material cost - Increase in material cost and change in scope (after 1st set of plans were produced) $ 169,000 $ 204,000 $ (35,000) $ (35,000) Change of Scope - Required to protect the unused upstairs area, which was not part of 1st set of plans - Upgraded to a voice activated system
$ 210,700 $ 245,700 $ (35,000) $ (35,000) Unforeseen Circumstance and Change of Scope - Increase in sprinkler heads because of conflict with lighting system and bathroom plumbing-Fire safety requirement $ 150,000 $ 200,000 $ (50,000) $ (50,000) Unforeseen Circumstance and Change of Scope - Upsizing of fire water line
- Public works required replacement of Fire and Domestic Water main in the street. $ 181,967 $ 181,967 $ -
$ 475,000 $ 475,000 $ -
$ - $ 125,000 $ (125,000)
$ 139,500 $ 139,500 $ -
$ 206,700 $ 206,700 $ -
$ 381,000 $ 432,275 $ (51,275) $ (51,275) Change of Scope - Additional City Agency Coordination including (1) City of Santa Ana Building & Safety, (2) Planning & OCFA for Shell Structural Set, (3) TI Sets Arch/Structural and Mech/Elec/Plumbing resubmittals, and (4) School District Fee coordination - Revise lighting plans
- Revise roof top unit locations and ducting configurations - Provide additional responses to plan check corrections - Provide additional design services for architectural features including shade sale conceptual design, vertical door lift options, and conceptual alternate roof screening
- Bid documents preparation for city agency, city security consultant vendor, and city IT - Additional construction meetings needed
$ 22,000 $ 22,000 $ -
$ 36,000 $ 36,000 $ -
$ 325,000 $ 325,000 $ -
$ 26,116 $ 125,490 $ (99,374) $ (72,777) $ (26,597)
City request to revise lease, service, and general
contracting contracts - Timeline for project extended
$ 12,000 $ 12,000 $ -
$ 8,121 $ 8,121 $ -
$ 275,000 $ 275,000 $ -
$ 38,660 $ 38,660 $ -
$ 730,000 $ 900,000 $ (170,000) $ (170,000) Change of Scope and increase in material cost - Because we were not allowed to use ICF construction method, scope of the drywall/insulation project was increased by 25%. - Framed upstairs which was an increase in scope-Framing Square footage increased substantially due to framing of the mezzanine. $ 150,000 $ 150,000 $ -
$ - $ 125,000 $ (125,000) $ (125,000)
$ 125,000 $ 260,000 $ (135,000) $ (135,000) Change of Scope The following doors were added to the scope:
- Wood doors (City decision to upgrade material)
- 2 hour glass door
- Dining room accordion door
- Rollout door
- Glass bifold door
$ 100,000 $ 100,000 $ -
$ 100,000 $ 100,000 $ -
$ 250,000 $ 250,000 $ -
$ 25,000 $ 25,000 $ -
$ - $ 40,000 $ (40,000) $ (40,000) Change of Scope - recently added to the scope as there was additional work to repair and complete work not completed by the former contractor $ 12,000 $ 140,000 $ (128,000) $ (128,000) Change of Scope - Not part of original scope (part of FF&E). $ 200,520 $ 200,520 $ -
$ - $ 76,146 $ (76,146) $ (76,146) Change of Scope - City permitting process required roof screening $ - $ 300,000 $ (300,000) $ (300,000) - Per City, amount determined per discussions with City Staff. $ 7,448,854 $ 9,299,597
$ 777,000 $ 1,016,077 $ (239,077) $ (239,077) Extended Timeline - Timeline for project finish date extended due to design and permitting delays; scope of work increased $ 198,000 $ 258,923 $ (60,923) $ (60,923) Extended Timeline - Timeline for project finish date extended due to design and permitting delays; scope of work increased $ 8,423,854 $ 10,574,597 $ (850,000) $ (1,300,743)
Difference Additional Funds Required Use of $850K Contingency (After Covering Increased Difference)
Payroll Overtime
Equipment Rental
Permit/Fees
Security Services (up to June 15th)
Tile
Doors/Windows
CMU Block Wall
Shade Structures
Interior Finishes (Floor/Wall)
Exterior Finishes/Landscaping
Lighting Package
Paving
Subtotal
General Conditions
Overhead/Main Office
Total
Roof Screening
Exterior Painting
Contingency
Civil Engineer
Structural Engineer
Demo/Excavation/Shoring
Consulting/Legal
Shoring Tower Rentals
Rough Plumbing
Electrical
Rough Framing
Finished Carpentry
Project Number: CAR-1
Dyer 18, LLC - 1815 Carnegie
Schedule of Values*
Updated
Anticipated Cost
Original
Anticipated Cost
Camera/Security System
Paving
HVAC
Fire Alarm System
Underground Utilities
Fire Sprinklers
Edison
Concrete Work (Interior & Exterior)
Drywall/Insulation
Roofing
Elevator
Architect
EXHIBIT 2
City Council 22 – 42 2/15/2022
Clerk of the Council Office
www.santa-ana.org/cc
Item # 23
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 15, 2022
TOPIC: Assembly Bill 361
AGENDA TITLE:

Consider Approving the Continued Use of Teleconferencing for Meetings of City Council and All Boards, Committees, and Commissions Pursuant to the Provisions of Assembly Bill 361

RECOMMENDED ACTION
Adopt a resolution to consider continuing the use of teleconferencing for City Council, board, committee, and commission meetings pursuant to the provisions of Assembly Bill 361 for the next 30 days.

DISCUSSION
On March 17, 2020, Governor Gavin Newsom issued Executive Order N-29-20 suspending certain provisions of the Brown Act in order to allow legislative bodies to conduct their meetings completely telephonically or by other electronic means. City Council meetings have been conducted by Zoom with councilmembers and staff all joining from remote locations when necessary.

The suspension of certain provisions of the Brown Act was further extended by Governor Newsom on June 11, 2021 by the issuance of Executive Order N-08-21 which continued to allow completely virtual City Council (and other legislative body) meetings. This order stayed in effect until September 30, 2021.

In response, AB 361 was signed into effect by Governor Newsom on September 16, 2021.

It amends the Brown Act to allow legislative bodies to meet virtually, provided there is a state of emergency, and either (1) state or local officials have imposed or recommended measures to promote social distancing, or (2) the legislative body determines by majority vote that meeting in person would present imminent risks to the health and safety of attendees.

The City of Santa Ana’s current practices with respect to live public comment via Zoom already satisfy all of the new requirements in AB 361. Additionally, the individual City Council 23 – 1 2/15/2022
Assembly Bill 361
February 15, 2022

Page 2 ends

legislative bodies can make their own findings for the AB 361 telecommuting resolution for future meetings. Determinations to continue to utilize remote meetings as allowed by AB 361 must be re-visited by the legislative body every 30 days with the support of new findings. Staff recommends this extension period to act as a helpful transitional stage for boards, committees, and commissions who still currently meet virtually.

Most recently on January 18, 2022, the City Council adopted Resolution No. 2022-004, making the required findings under AB 361 in order to allow the City to continue to offer teleconference accessibility for public meetings after September 30, 2021, to help mitigate the spread of COVID-19. The attached resolution (Exhibit 1) declares additional findings to allow for the continued use of teleconferencing for City Council, board, commission, and committee meetings pursuant to AB 361.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Resolution
Submitted By: Daisy Gomez, Clerk of the Council
Approved By: Kristine Ridge, City Manager
City Council 23 – 2 2/15/2022
Resolution 2022-XXX

Page 1 of 3 ends

RESOLUTION 2022-__

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA, CALIFORNIA AUTHORIZING THE USE OF
REMOTE TELECONFERENCING PROVISIONS (AB 361)
WHEREAS, the Ralph M. Brown Act (Government Code section 54950 et seq.) generally requires local agencies meeting via teleconference, including through other virtual or electronic means, to, among other things, provide public access at each location in which members of the legislative body are teleconferencing; and WHEREAS, Assembly Bill 361 (AB 361) amends Government Code section 54953 to allow local agencies to meet fully virtually, without fully adhering to the rules otherwise applicable to teleconferencing, during a proclaimed state of emergency if state or local officials have imposed or recommended measures to promote social distancing; and WHEREAS, the Governor issued a proclamation declaring a state of emergency on March 4, 2020 due to the COVID-19 pandemic, pursuant to section 8625 of the California Emergency Services Act, and this proclaimed state of emergency currently remains in effect; and
WHEREAS, the City Council of the City of Santa Ana declared a local emergency on March 17, 2020 pursuant to Santa Ana Municipal Code section 2-404A (now section 2-646A); and
WHEREAS, in order to continue teleconferencing pursuant to the provisions of AB 361, the City Council is required to make certain findings every thirty (30) days; and WHEREAS, the City Council of the City of Santa Ana, consistent with those provisions, approved Resolutions 2021-055, 2021-66, 2021-072, and 2022-004 authorizing the use of remote teleconferencing provisions pursuant to AB 361; and WHEREAS, Orange County continues to be an area of high community transmission of COVID-19 as determined by the Center for Disease Control; and WHEREAS, the City Council of the City of Santa Ana has reconsidered the circumstances of the state of emergency; and
WHEREAS, state and local officials continue to recommend measures to promote social distancing to prevent the spread of COVID-19; and WHEREAS, the continuation of remote teleconferencing will allow for full participation by members of the public and the members of the City legislative bodies until social distancing recommendations are lifted; and
WHEREAS, the City Council of the City of Santa Ana desires to continue to utilize remote teleconferencing pursuant to AB 361 and Government Code section 54953(e).

City Council 23 – 3 2/15/2022
Resolution 2022-XXX

Page 2 of 3 ends

NOW THEREFORE BE IT RESOLVED, by the City Council of the City of Santa Ana as follows:

SECTION 1. The above recitals are true and correct and shall be the findings of the City of Santa Ana’s City Council and each and every other legislative body of the City.

SECTION 2. The City Council of the City of Santa Ana hereby authorizes the use of remote teleconferencing pursuant to AB 361.

SECTION 3. The City Council and all other legislative bodies of the City of Santa Ana created by the City Council or created through its City Charter shall continue to meet virtually in accordance with Government Code section 54953(e) and without compliance with section 54953(b)(3) based upon the findings and determinations hereby made by the City Council.

SECTION 4. The City Clerk shall attest to and certify to the passage and adoption of this resolution and it shall be effective immediately upon its approval.

ADOPTED this ___ day of February, 2022.
___________________________
Vicente Sarmiento
Mayor
APPROVED AS TO FORM:

Sonia R. Carvalho
City Attorney
By: __________________
Laura A. Rossini
Chief Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
City Council 23 – 4 2/15/2022
Resolution 2022-XXX

Page 3 of 3 ends

CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2022-___ to be the original Resolution adopted by the City Council of the City of Santa Ana on _____________, 2022
Date: ___________________ ____________________________
Clerk of the Council
City of Santa Ana
City Council 23 – 5 2/15/2022
Parks, Recreation, and Community Services
www.santa-ana.org/parks
Item # 24
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 15, 2022
TOPIC: Proposed License Agreement for Use of Memorial Park Parking Lot AGENDA TITLE:

Proposed License Agreement between the City of Santa Ana and Santa Ana Unified School District for use of Memorial Parking Lot

RECOMMENDED ACTION
Authorize the City Manager to execute a License Agreement with Santa Ana Unified School District to allow Washington Elementary School staff to utilize Memorial Park east parking lot (46 spaces) for the period February 2, 2022 through June 30, 2023, for an amount not to exceed $39,000, subject to non-substantive changes approved by the City Manager and the City Attorney.

DISCUSSION
On February 1, 2022, the City Council considered a proposed License Agreement between the City of Santa Ana and Santa Ana Unified School District for use of Memorial Parking Lot, and directed staff as follows:

1. CITY COUNCIL QUESTION: There are parking issues for little league, Pop Warner football league, cheerleading, swimming, and classes due to parents starting to arrive around 3 to 4 p.m. Parking has always been an issue during various programming at the facility and park. Did we check how we would be able to mitigate the parking issue?
ANSWER:

Over the past three years, the City has issued 1,800 permits for youth sports leagues and less than a dozen have started before 5 p.m. during the week. The weekday start times by leagues are as follows:
 Memorial, Northeast and Santiago Little Leagues - 5:00 p.m.  Pop Warner Football – 5:30 p.m.
 Pony Baseball – 6:00 p.m.

Aquatics Programming
 Winter aquatic programs are held at Jerome Park pool only (Swim Team, Water Polo, Masters Water Polo and Lifeguard certification courses).  Spring aquatic programs begin March 7, 2022 at 4:30 p.m. at Memorial Park City Council 24 – 1 2/15/2022
Proposed License Agreement for Use of Memorial Parking Lot February 15, 2022

Page 2 ends

pool.
 Summer aquatic programs begin May 30, 2022 from 12:30 to 5:00 p.m. at Memorial Park pool. In addition, swim team and swim lessons begin on June 6, 2022 at 5:00 p.m.

Parking will be available to accommodate aquatics programming due to the District opening the parking lot gate when the school day ends (no later than 3 p.m.) so the teachers can exit and the community can enter to use the parking lot. In addition, the need by the District for the entire parking lot during the months when school is out for summer (June 2 through August 15) reduces, and allows program participants to use the parking lot.

2. CITY COUNCIL QUESTION: Where will the District staff park if the City has an event or needs the parking lot opened earlier than 6 p.m. during the week? ANSWER: We do not anticipate any events or programs that will require City use of the parking lot during the week for the duration of the agreement. If so, the City will work with the District to come up with a solution to minimize impact to the surrounding community.

3. CITY COUNCIL QUESTION: Is there a way the hours be restricted to 3 p.m.? ANSWER: The City discussed with the District if they would open the parking lot sooner than 6 p.m. and they were agreeable because frequently faculty members leave well before 6 p.m. each day. The District will open the gate when the school day ends so the teachers can exit and the community can enter to use the parking lot.

4. CITY COUNCIL QUESTION: Have you reached out to the Memorial Park Neighborhood Association?
ANSWER: On February 6, 2022, City and District staff had a meeting with the Memorial Park Neighborhood Association.

5. CITY COUNCIL QUESTION: Why does Section 1.3 of the agreement not match what the staff report states regarding opening and closing the gates? ANSWER: The staff report is an overview of salient terms of the agreement. District will be responsible for unlocking the parking lot gate at 6 a.m. and 6 p.m. The parking lot will remained locked from 6 a.m. until the end of the school day (no later than 3 p.m.). The District will open the gate when the school day ends so the teachers can exit and the community can enter to use the parking lot.

6. CITY COUNCIL QUESTION: Has the District spoken to any of the surrounding City Council 24 – 2 2/15/2022
Proposed License Agreement for Use of Memorial Parking Lot February 15, 2022

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property owners or owners of industrial spaces (off Warner) they might be able to use so our residents are not negatively affected?
ANSWER: The City is not aware if the District reached out to property owners.

However, on February 2, 2022, District staff met with representatives of Com-Link.

The City is not aware that the District reached out to owners of industrial spaces for potential parking use.

Background; Terms of Proposed Agreement
Washington Elementary school, located at 910 West Anahurst Place, is undergoing construction next year and in need of a parking lot for their teachers. City staff, along with representatives from SAUSD, have prepared a License Agreement (Exhibit 1) to allow Washington Elementary school staff to use the parking lot at Memorial Park. Below is an overview of the terms of the agreement:
a) USE OF CITY FACILITIES: Washington Elementary school staff will utilize the Memorial Community Center east parking lot off 2102 S. Flower St. b) TERM: The term of the agreement is February 2, 2022 through June 2023.

Licensee will have access to the License Area, Monday through Friday 6 am to 6 pm. Licensee will be responsible for opening and closing the gates to the License area Monday through Friday during the term of the License Agreement. Licensee will be responsible for any loss, theft and/or vandalism to vehicles and parking lot area during usage time and responsible for enforcing parking logistics and all clean up upon completion of their respective use of the area. c) FEE: SAUSD will pay parking costs monthly at a rate of $2,300 (46 parking spaces) $39,000 total.

ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.

FISCAL IMPACT
The City of Santa Ana will receive revenue in the amount of $39,100 from this seventeenmonth license. Funds will be deposited in the following account for the specified years.

Fiscal
Year
Accounting UnitAccount #Fund
Description
Accounting Unit,
Account Description
Amount
FY 21-22 01113002-57361 General fund PRCSA RevenueRecreation Facility Rental$11,500 FY 22-23 01113002-57361 General fund PRCSA RevenueRecreation Facility Rental$27,600

EXHIBIT(S)

1. License Agreement
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City Council 24 – 4 2/15/2022
City Council 24 – 5 2/15/2022
City Council 24 – 6 2/15/2022
City Council 24 – 7 2/15/2022
City Council 24 – 8 2/15/2022
City Council 24 – 9 2/15/2022
City Council 24 – 10 2/15/2022
City Council 24 – 11 2/15/2022
Planning and Building Agency
www.santa-ana.org/pb
Item # 25
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
February 15, 2022
TOPIC: Second Reading of Zoning Ordinance Amendment No. 2021-03 AGENDA TITLE:

Adopt Ordinance No. NS-XXXX – ZONING ORDINANCE AMENDMENT NO. 2021-03

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPEALING AND REENACTING IN ITS ENTIRETY ARTICLE XVIII.I. OF CHAPTER 41 OF THE

SANTA ANA MUNICIPAL CODE REGARDING THE HOUSING OPPORTUNITY

ORDINANCE

RECOMMENDED ACTION
Place Ordinance on second reading and adopt.

DISCUSSION
The City Council conducted the first reading of the Ordinance on November 16, 2021. As part of the first reading of the Ordinance, the majority members of the City Council discussed, articulated, and directed staff to make conforming revisions to the Ordinance reflecting the following refinements for the second reading of the Ordinance:
 Omit new priorities that do not directly relate to the production of new affordable housing units.
 Reduce to 5% inclusionary for for-sale units.
 Include a provision to vest entitled projects and make the necessary conforming changes to the Ordinance, and include a vested project list as an exhibit to the Ordinance.
 Require and phase in the use of a local skilled and trained workforce only for new projects proposing 20 or more residential lots or units exercising the in-lieu fee option to satisfy the inclusionary requirements of the Ordinance, and clarify that the provision is not applicable to projects receiving funding from the inclusionary housing fund. The implementation of this provision shall be phased as follows:
11/17/2021 – 12/31/2025
$15 – No requirements
$10 – 30% STW + 2 trades & 20% local hire
$ 5 – 60% STW + 3 trades & 20% local hire
1/1/2026 thereafter
$15 – 30% STW & 35% local hire
$10 – 60% STW & 35% local hire
$ 5 – 90% STW & 35% local hire
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 Require an affirmative vote by 5 members of the City Council in order to modify the in-lieu fee structure and the local skilled and train workforce provision.  Incorporate a local density bonus provision for for-sale units only.

For ease of review, a redline version of the adopted Ordinance presented at the first reading on November 16, 2021 is attached (Exhibit 1) reflecting the necessary changes and conforming modifications. The clean version of this Ordinance is attached as Exhibit

2. ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action. It is recommended that the City Council finds and determines that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the State CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, as there is no possibility it will have a significant effect on the environment and it is not a "project", as defined in Section 15378 of the CEQA Guidelines. Furthermore, even if the proposed Ordinance is considered a project, it falls within the "common sense" CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where "it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment." Adoption of this Ordinance will not have a significant effect on the environment because the proposed changes will only modernize, update, and clarify existing affordable and inclusionary housing requirements responding to the current economic and housing trends in the City and will not cause a physical change in the environment.

FISCAL IMPACT
There is no fiscal impact associated with this action.

EXHIBIT(S)

1. Redline of Ordinance adopting Zoning Ordinance Amendment No. 2021-03 without Exhibit

2. Ordinance adopting Zoning Ordinance Amendment No. 2021-03 and Exhibit A Submitted By: Minh Thai, Executive Director of Planning and Building Agency Approved By: Kristine Ridge, City Manager
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ORDINANCE NO. NS-________
ZONING ORDINANCE AMENDMENT NO. 2021-03 AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF

SANTA ANA REPEALING AND REENACTING IN ITS
ENTIRETY ARTICLE XVIII.I. OF CHAPTER 41 OF THE

SANTA ANA MUNICIPAL CODE REGARDING THE

HOUSING OPPORTUNITY ORDINANCE

THE CITY COUNCIL OF THE CITY OF SANTA ANA HEREBY ORDAINS AS FOLLOWS:

Section 1. The City Council of the City of Santa Ana hereby finds, determines, and declares as follows:

A. On November 28, 2011, the Santa Ana City Council adopted Ordinance No.

NS-2825, known as the Housing Opportunity Ordinance and appearing as “Article XVIII.I. – Housing Opportunity Ordinance” (“Housing Opportunity Ordinance”) of Chapter 41 of the Santa Ana Municipal Code. The Housing Opportunity Ordinance was adopted to implement the City’s Housing Element Goal of providing affordable housing within the City.

B. On September 1, 2015, the City Council adopted Ordinance No. NS-2881, which amended the Housing Opportunity Ordinance in various respects, including applicability, options to satisfy inclusionary requirements, and calculation of the in-lieu housing fee. These amendments were intended to make the inclusionary housing requirements more predictable for housing developers and to incentivize the production of more affordable housing.

C. In response to impacts of the COVID-19 pandemic on the development and construction of housing in the City, including the reduction of housing starts, the City Council adopted Ordinance No. NS-2994 on September 1, 2020. Ordinance No. NS2994 further amended the Housing Opportunity Ordinance to lower the in-lieu housing fee for all projects from $15 to $5 per square foot, adjust the trigger of the ordinance, and expand the eligible uses of in-lieu fees collected by the City.

D. On March 2, 2021, at the direction of the City Council, an Ad Hoc Committee for Housing was formed. The Ad Hoc Committee reviewed the Housing Opportunity Ordinance and recommended certain changes. The Ad Hoc Committee’s recommendations were presented and discussed at the City Council Meeting on July 6, 2021.

E. On July 26, 2021, the City Council conducted a work-study session to further evaluate the Committee’s recommendations and to receive input from key stakeholders and members of the public. The City Council provided direction to staff to prepare amendments to the Housing Opportunity Ordinance concerning the applicability City Council 25 – 3 2/15/2022
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and triggers for the ordinance, adjustments to the in-lieu fee calculation, set-aside units, and options for satisfaction of inclusionary requirements.

F. On September 7, 2021, the City Council further considered this matter and provided additional direction to staff regarding proposed amendments to the Housing Opportunity Ordinance.

G. At the City Council meeting of October 5, 2021, staff received direction to initiate the adoption hearing in order for the City Council to consider the changes recommended by the Housing Ad Hoc Committee.

H. On October 25, 2021, the Planning Commission held a duly noticed public hearing on the proposed amendments and considered the staff report, recommendations by staff, and public testimony concerning the proposed Ordinance. The Planning Commission recommended that the City Council adopt the proposed Ordinance.

I. The Request for City Council Action for this Ordinance dated November 16 and December 7, 2021 and duly signed by the Executive Director of the Planning and Building Agency shall, by this reference, be incorporated herein, and together with this ordinance, any amendments or supplements, and oral testimony, constitute the necessary findings for this ordinance.

Section 2. The City Council finds and determines that this Ordinance is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the State CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment, as there is no possibility it will have a significant effect on the environment and it is not a "project", as defined in Section 15378 of the CEQA Guidelines. Furthermore, the proposed Ordinance falls within the "common sense" CEQA exemption set forth in CEQA Guidelines Section 15061(b)(3), excluding projects where "it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment." Adoption of this Ordinance will not have a significant effect on the environment because the proposed changes will only modernize, update, and clarify existing affordable and inclusionary housing requirements responding to the current economic and housing trends in the City and will not cause a physical change in the environment.

Section 3. Article XVIII.I of Chapter 41 of the Santa Ana Municipal Code is hereby repealed in its entirety.

Section 4. Article XVIII.I. of Chapter 41 of the Santa Ana Municipal Code is hereby reenacted and amended to read in its entirety as follows:

ARTICLE XVIII.I. - 2021 AFFORDABLE HOUSING OPPORTUNITY AND CREATION

ORDINANCE
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Sec. 41-1900. Purpose.

This article establishes standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. The purpose of this article is to encourage the development and availability of affordable housing by requiring the inclusion of affordable housing units within new developments when the number of units exceed the densities permitted under the general plan, zoning classification, or the conversion of rental units to condominium ownership.

Sec. 41-1901. Definitions.

As used in this article, the following terms shall have the following meanings:

Adjusted for household size appropriate for the unit means a household of one person in the case of a studio unit, two (2) persons in the case of a one-bedroom unit, three (3) persons in the case of a two-bedroom unit, four (4) persons in the case of a threebedroom unit, and five (5) persons in the case of a four-bedroom unit.

Administrative procedures means those regulations promulgated by the executive director pursuant to section 41-1910 of this article.

Affordable housing cost means the total housing costs paid by a qualifying household, which shall not exceed the fraction of gross income specified, as follows:

Extremely low-income households. Thirty (30) percent of the income of a household earning thirty (30) percent of the Orange County median income adjusted for family size appropriate for the unit.

Very low-income households. Thirty (30) percent of the income of a household earning fifty (50) percent of the Orange County median income adjusted for family size appropriate for the unit.

Low-income households. Thirty (30) percent of the income of a household earning eighty (80) percent of the Orange County median income for family size appropriate for the unit.

Moderate-income households. Thirty (30) percent of the income of a household earning one hundred twenty (120) percent of the Orange County median income adjusted for family size appropriate for the unit.

The qualifying limits for extremely low-income, very low-income, low-income and moderate-income households are established and amended annually pursuant to Section 8 of the United States Housing Act of 1937. The limits are published by the Secretary of Housing and Urban Development.

Base Density means the maximum number of dwelling units allowed per acre of land within each land use category designated in the General Plan.

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Developer means any association, corporation, firm, joint venture, partnership, person, or any entity or combination of entities, which seeks city approval for all or part of a residential project.

Development agreement means an agreement approved by the city council between a property owner and the city pursuant to Government Code section 65864, et seq.

Executive director means the executive director of community development for the city.

General plan means the adopted general plan for the City of Santa Ana.

Inclusionary housing agreement means a legally binding agreement between the developer and the city, in a form and substance satisfactory to the executive director and the city attorney, and containing those provisions necessary to ensure that the requirements of this article are satisfied, whether through the provision of inclusionary units or through an approved alternative method.

Inclusionary housing fund means the fund created by the city in which all fees collected in compliance with this article shall be deposited.

Inclusionary housing plan means the plan submitted by the developer, in a form specified by the executive director, detailing how the provisions of this article will be implemented for the proposed residential project.

Inclusionary unit means a dwelling unit that will be offered for sale or rent to extremely low, very low, low, or moderate-income households, at an affordable housing cost, in compliance with this article.

Low-income units, very low-income units, and extremely low-income units means inclusionary units restricted to occupancy by low, very low, and extremely low-income households, respectively, at an affordable housing cost.

Market rate units means dwelling units in a residential project that are not inclusionary units.

Moderate-income units means inclusionary units restricted to occupancy by moderate-income households at an affordable housing cost.

Regulatory agreement means an agreement entered into between the City of Santa Ana or the Santa Ana Community Development Agency and a developer by which the developer covenants to keep certain housing units at an affordable housing cost for a specified period of time.

Rehabilitated units/rehabilitation means the improvement of a unit in substandard condition to a decent, safe and sanitary level. Units are in substandard condition when, while they may be structurally sound, they do not provide safe and adequate shelter, and in their present condition endanger the health, safety or well-being of the occupants.

Residential project/project means any of the following:

A subdivision resulting in the creation of five (5) or more residential lots or residential condominium units; or
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The new construction of a project consisting of five (5) or more multi-family units; or
The new construction of five (5) or more separate houses or dwelling units; or The conversion of five (5) or more existing residential rental units to condominium ownership.

Target area means that area designated by the city from time to time, on an as-needed basis, as a priority area for rehabilitation due to health and safety concerns.

Total housing costs the total monthly or annual recurring expenses required of a household to obtain shelter. For a rental unit, total housing costs shall include the monthly rent payment and utilities paid by the tenant (excluding telephone and television). For an ownership unit, total housing costs shall include the mortgage payment (principal and interest), insurance, homeowners' association dues (if applicable), private mortgage insurance (if applicable), taxes, utilities, an allowance for maintenance and any other related assessments.

Sec. 41-1902. Applicability and inclusionary unit requirements. (a) Applicability. The requirements of this article shall apply to any new project comprised of five (5) or more residential lots or residential units which has not been issued a building permit or paid the in-lieu fee as of November 17, 2021, including new construction and condominium conversions, which meets one or all of the following applicability thresholds:
(1) A change in use to allow for residential or that exceeds the general plan or zoning prescribed densities or percentage of residential development of the subject property at the time of application.
(2) Implementation of the permitted residential density or percentage of residential development allowed as a result of city initiated zone changes or city initiated general plan amendments after November 28, 2011.
(3) Increase of the permitted percentage of residential development allowed for a mixed-use development above the percentage permitted under the zoning classification at the time of application.
(4) Development of new residential uses or increase of the permitted residential density or percentage of residential development within an overlay zone approved pursuant to Division 28 of Article I of this Chapter.
(5) Conversion of rental units to condominium ownership. (b) Applications. The inclusionary requirements shall only apply to the incremental units beyond that which is allowed as prescribed in Subsection (a) above.

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(c) Units for sale. If the new residential project consists of units for sale, then a minimum of ten five (510) percent of the total number of units in the project shall be sold to moderate-income households.
(d) Rental units. If the new residential project consists of rental units, the inclusionary units shall be constructed as follows:
(1) A minimum of fifteen (15) percent of the units shall be rented to low-income households, or
(2) A minimum of ten (10) percent shall be rented to very low-income households, or
(3) A minimum of five (5) percent shall be rented to extremely low-income households, or
(4) A minimum of ten (10) percent shall be available at an affordable housing cost of which five (5) percent rented to low-income households, three (3) percent rented to very low-income households, and two (2) percent rented to extremely low-income households.
(e) Rounding of quantities in calculations. In calculating the required number of inclusionary units, fractional units shall be rounded-up to the next whole unit. The developer may choose to pay an in-lieu fee set forth in section 41-1904(c) for the fractional units, which shall be calculated based on the number of habitable square feet applicable in each case.
(f) Displacement of existing inclusionary units. Notwithstanding any other provision of this article, any residential project subject to this article that results in the displacement of extremely low, very low and/or low-income household(s) shall be required to provide onsite inclusionary units as required by this article. (g) Compliance with article. All inclusionary units required by this article shall be sold or rented in compliance with this article.

Sec. 41-1903. Exempt projects.

The following are exempt from the requirements of this article:
(a) Development agreements. A residential project that is the subject of a development agreement under applicable provisions of the California Government Code that expressly provides for an exclusion to this article, provides for a different amount of inclusionary units, or provides for a different specified method for determining the in-lieu fee provisions of this ordinance, such as the timing of payment or the point in time for determining the applicable in-lieu fee amount, to satisfy the inclusionary units from that specified by this article.

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(b) Project with regulatory agreement. A residential project for which a regulatory agreement has been approved, provided that the regulatory agreement is effective at the time the residential project would otherwise be required to comply with the requirements of this article, and there is no uncured breach of the regulatory agreement before issuance of a certificate of occupancy for the project. This may include a residential project that has obtained a density bonus under article XVI.I of the Santa Ana Municipal Code. Such projects cannot be used to satisfy the inclusionary requirement for another project. (c) Adaptive Reuse. Adaptive reuse development projects pursuant to Chapter 41, Article XVI.II - Adaptive Reuse.
(d) Development Projects Approved Under the Provisions of Ordinance No. NS-2994 Adopted on September 1, 2020. A development project that has received entitlement approvals by city council action prior to November 16, 2021 to construct new residential units is hereby determined to have vested the right to carry out the completion and construction of the project under the regulations and provisions of Ordinance No. NS2994. The vested regulations and provisions in accordance with this section shall terminate if any or all of the entitlement approvals become invalid for any reasons or have expired under the various applicable time limits established in the Santa Ana Municipal Code. A list of these projects and the vested right(s) under Ordinance No. NS-2994 are attached hereto as Exhibit A and is incorporated herein by reference.

Sec. 41-1904. Options to satisfy inclusionary requirements. (a) On-site units. The primary means of complying with the inclusionary requirements of this article shall be the provision of on-site inclusionary units in accordance with section 41-1902 above. A developer may only satisfy the requirements of this article by means of an alternative to on-site inclusionary units in accordance with the requirements and procedures of this section.
(b) Off-site units.
(1) New units. The developer may satisfy the inclusionary unit requirements for the project, in whole or in part by constructing the required new inclusionary housing at a different location within the city borders at the ratio of one square foot of habitable inclusionary unit space for each required habitable square foot. While the total habitable square footage area of the required new inclusionary units must be the same as the sumtotal of the number of habitable square feet for the project as directed by this ordinance, the number of units and bedrooms associated with the off-site units may be approved by the review authority of the city, consistent with the type of affordable housing needed at the time of project review.
(2) Rehabilitated units outside a designated target area. The developer may satisfy the inclusionary unit requirements for the project, in whole or in part by substantially rehabilitating existing housing units elsewhere within the borders of the city City Council 25 – 9 2/15/2022
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Santa Ana City CouncilFebruary 15, 2022

Santa Ana City Council
February 15, 2022