Agenda packet — Vallejo City Council, December 17, 2024 (part 6 of 7)

Altern ative 2 - Red uced Biolog ical Im pacts
This wo uld be the same Pr oject, except that biolo gical resou rces al ong the sou thern bor der of the projec t site would be avo ided . Mi ning and process ing would conti nue in the same manner and the pit wo uld be expanded as propos ed, ho weve r; a 30 0-foot exclusion bu ffer would be est abl ished alo ng the sou the rn border to avo id sens itive wetlands and grasslands. The Dr aft EIR co ncluded tha t Altern ative 2 was the Env ir on ment ally Sup erior Altern ative because it would ha ve fewe r im pac ts to bi olog ic al resou rces than the Project. Howeve r, none of Pr oject's im pac ts are com plete avo ide d under Altern ative 2, and the mi tig ation proposed for implemen tati on of the Project would also apply to Altern ative 2.

The Draft EIR ide nti fies the Project as the envir onmen tally preferred altern ative , as a means of satis fying the projec t objec tives as stated wh ile mini mizi ng pote nti al envir onm en tal im pac ts.

Commen ts Rece ived on the Draft EIR
A Notice of Comple tion was filed on July 19 , 201 3 with the State Clear ing house, which then ci rcula ted the document to re sponsible and in terested age nci es. No co mm en ts were received fro m any State agenc y in reg ards to the Draft EI R.

All the com men t le tters received are lo cated in the Final EI R along with a deta iled response to eac h comm ent. Be low is a brief summar y of some of the commen ts receiv ed :

The Ci ty of Benicia req uested a clar ifica tion on extrac ti on and hour s of oper ati on and also had qu esti ons reg arding vi sual im pac ts. The Ci ty of Valle jo had comm en ts reg arding Gree nho use Gas Emissions, need for Heal th Risk Assess men t and Transpor tation concerns. The Tri-C ity and Coun ty Cooper ative Planning Gr oup had que sti ons reg arding pos sible im pac ts to near by hiking trails. Commen t letters fro m mem ber s of the public inc lu ded conc erns abou t grou ndw ate r, air quali ty, dust, and noi se .

As found in the Final EI R, the em ission data was clar ifi ed as sho wn in Appendix A of the Final EI R.

Additio nal gr ound wate r studies we re conduc ted and concluded tha t ther e woul d be no im pac ts to gr ound wate r. As requ ested, addi tional noise da ta was inc luded as sho wn in Appe ndi x C. Mi tig ation measur es and condi tions of appr ova l addr ess hour s of oper ati on, noi se and street sweeping fo r du st co ntrol and hik ing trails.

Mitigation and Mon itoring Plan
A Mi tigation and Moni tori ng Plan has been pr ep ared for adop tion by the Planning Commi ssio n in complia nce with the req uir emen ts of Public Resour ces Code Sec tion 21081.6. A Mi tig atio n and Moni toring Plan is req uir ed in order to ensur e the implemen tati on of those mi tigation measur es rec omm ended in the EI R tha t are being imposed on the project by Solano Cou nty as Condi tio ns of Appr oval for the req uir ed per mits. An upda ted Mi tig ation and Mon itori ng Plan is provided as Exh ibi t C.

The Mi tiga tion Moni tori ng Plan referenc es the Catraio Ranch Mana gemen t Plan under the Mon ito ring/ Repor ting Acti on co lumn. Syar subm itted a copy of the plan to staff and has been working with U.S. Fish and Wild li fe Ser vic e and U. S. Army Cor ps of Engine ers on the plan. This plan es ta blishes a conser vation easemen t of 106 acr es on the Ca tra io Ranch proper ty which is own ed by Syar and cu rre ntly used for gr azi ng activiti es. The conser vation easem ent would set aside land in pe rpetuity to compen sate for the im pac ts to the Callip pe Silv ersp ot Bu tterfl y and the Cali fornia Red-Leg ged Frog.

X. CEQ A FI ND INGS
Findin gs pur suant to the Cal ifornia En vironmen ta l Qual ity Act in Supp or t of the Ad op ti on of the Lake Herman Qua rry Expa nsion can be found in Attachmen t 1 of Exh ibi t A.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Ind ustries, Inc.

U-08- 09/RP -08-0 1 Staff Report

Page 17 ends

XI . FIN DINGS FOR USE PER MIT APP ROVAL AN D RE CL AMA TI ON PL AN

APP ROVAL
Based on the di scussion ab ove , staff recomme nds tha t the Planning Comm iss ion ma ke the follo wing findings in reg ard to this project:

1. The est ablishm en t, maint enanc e or oper ati on of a use or building appl ied fo r ar e in conf or m ity to the Gen er al Plan fo r the Cou nty with re ga rd to traffi c cir cu lat ion, popu lat ion dens ities and di str ibu tio n, and oth er aspec ts of the Gener al Plan cons ider ed by the Zo ning Ad minis trato r or Pl anning Commission to be per ti ne nt.

As discussed under Gener al Plan and Zoning Consis te nc y in the Dis cus sion and Analysis sec ti on of the staff report, the est abli shme nt, main te nanc e and oper ation of the proposed projec t is consis tent with all pertinent goals, pol icies and progr ams of the Solano Coun ty Gen eral Plan .

2. Adeq uate uti lit ies, access roads, dr ainage and oth er nec essa ry fac ili ties ha ve been or ar e being pr ovided. Adequa te fac ilitie s wi ll be pr ovi ded.

The projec t si te is cu rrently ser ved by Lak e He rm an Road and Columbus Pa rkway.

Im prove men ts to Lake Her man Road and the quar ry entr anc e are condi ti oned as part of this projec t. Drai nage wi ll be acco mmod ated by the existi ng dr ai nage facili ties suc h as the ponds and basi ns. El ectri cal u,tili ties are cu rrently att he site . No change s are proposed to the exi st ing sep tic and restroom faci li ties and the ther e is an existi ng bot tled water progr am for Syar empl oyees .

3. The appl icant exh ib its pr oof tha t su ch use wi ll no t, under the cir cu mst an ces of the par ti cular case, con stitut e a nu isance or be de tri me ntal to the health, sa fety, p eace, mor als, comf ort or gener al welf ar e of per sons residing or worki ng in or pass ing thr ough the neigh borhood as such pr opo sed use, or be de tri me ntal or in jur ious to pr oper ty and impr ove me nt s in the neighborhood or to the gener al welf a re of the Cou nty; pr ovid ed tha t if any pr opo sed building or use is necessar y fo r the public health, sa fety or gener al welfar e, the fi nding shall be to that effe ct.

The applicant has sho wn evid ence to su pport mak ing this manda tor y finding. The project prese nts insigni ficant envi ronmen tal imp acts and the Reso urce Man agemen t Depar tment has recomme nded the adop tion of an Envir onm ental Im pac t Report (EIR ) for the projec t. The projec t has been de signed and condi tioned to reso lve conc erns iden tified du ri ng the prepar ati on of the EIR reg arding aesthetic s, agr icul tural res our ces, air quali ty, biolog ic al resour ces , cultural resour ces, geology and soils, gr eenhouse ga ses, ha zar dous ma te rials , hyd rology and wate r quali ty, land use, popula tion and housing , min eral resour ces , n oise, public ser vi ces , uti li ties and recrea tion and transpor tation.

4. The proposed Rec lama ti on Plan, as amended by the appl icant and pr opo sed cond iti ons of appr ova l is consis te nt with the req uir ement s of the Su rface Mi ning and Rec la ma ti on Act of 19 75 (SMAR A) and Ch ap te r 29 of the Solano Cou nty Code. The Re cla mat ion Plan pr ovides fo r the rec la mat ion of di sturbed land s, pr eve nt ion of adver se effects , and pr otecti on of the public he alth and sa fety.

5. A copy of the applic at ion, Recla ma tion Plan and oth er documen ts subm itted by the appl icant was sub m itted to the Offi ce of Mi ne Reclamat ion (OMR ) and the comme nts sub m itted ha ve been consider ed by the Cou nty in the rev iew of this projec t.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

U-08-09/RP-08-01 Staff Report

Page 18 ends

6. The pr opo sed use is com pati ble with sur rou nding land uses and will no t conf lic t with the long term open sp ace land use potenti al of the pr oject si te.

7. The use will no t ha ve a nega tive effe ct on neighb oring prope rties or pose a th reat to he alt h or safety.

8. The pr oject is in conf or mance with the Solano Cou nty Gener al Pl an and pr ovides fo r retu rn ing the proposed mine ar ea to open sp ace.

9. A surety bond fo r $1 ,409,56 3.1 7 (as may be adj us ted cons ist e nt with the req uir eme nts of SM ARA) is necessar y to com ply with the fi nancial as sur ance re quir eme nts of SMA RA and to guar an tee comple tion of the Recl amation Plan.

XI I. CONCLUS ION
Based on the appl ica tion ma terials subm itted by the applic ant, the in form ati on cont ained in the EIR including the mi tig ation measur es inc or por ated int o the project as co ndi tions of appr ova l, the Reclama tion Plan , and as di scussed in this report, staff recommen ds tha t the Planning Com mis sion fi nd tha t the project is cons istent with the appl icable pr ovisions of the Gen eral Plan and Zoning Reg ula tions, and all other applicable plans, polic ies, ordinanc es and reg ula tions.

The Use Per mi t Findings, Rec lama tion Plan Findings, CE QA Findings, as atta ched to this staff report, desc ri be the potent ially signi ficant impac ts to a le ve l that is less than sign ificant, the means of mi tig ati ng such imp acts to a level less than signi ficant, as the reasons for recommendin g appr ova l of the projec t.

ATTACHMENT S:

EXH IB IT A Reso lu tion Certifying EIR ..................................... ............ ............. ............. .......... 19 . EXH IB IT B Resolution Appro ving U-08-09 and RP-08-0 1 ................. ............... ........... .......... 21 Attachment 1 - CE QA Findings ...... . ... . ....... . ...................... ..... ............... ..... . ........ 25 Attachment 2 - Cond itio ns of Approv al. . ................................. ................... .......... 31 EXH IB IT C Mitiga tion and Moni toring Plan . .. ........ . ................ . ..... . ......... .. ............. . .... . .... . ...... 47 The follo wing do cumen ts were previousl y di strib uted an d can also be found on the Cou nty Website at www.s ola noc oun ty.c om ; clic k on Departme nts , Resou rce Mana gement. Doc umen ts; Env iro nmen tal Imp act Reports & Ne gative Decla rations:

Final EI R
Draft EI R
Mining and Reclama tion Pl an RP-0 8-0 1
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

18719286.1
Exhibit F to Collaborative Use Easement
Quarry Expansion Area

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

18719286.1
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )

On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

State of California )
County of )

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

WITNESS my hand and official seal.

Signature

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT G

Quarry Expansion Area

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT H

1. In accordance with paragraph 10 of the Site Preparation Agreement, City and Syar agree to the following:
a. The Quarry Operator will not blast on weekends except under emergency situations (as defined in Section 13 hereof). The Quarry Operator will give City 48-hour notice prior written notice of any emergency blasting events. The City may require cancellation of outdoor activities at the revised Blue Rock GC during the scheduled emergency blasting events.
b. The City may temporarily suspend special outdoor activities at the clubhouse during the scheduled Quarry weekday blasting events and emergency blasting events. This provision shall in no way cancel golf play. c. City shall require, consistent with SB 110 of 2011 (amending Section 1103.4 of the Civil Code), that future land purchasers or lessors, and business operators, within one mile of the Quarry receive a “Notice of Mining Operations” disclosing the presence and continued operation of the Lake Herman Quarry with its blasting consistent with the Quarry Permit and EIR.
d. Commercial land sales/leases, and residential sales/leases for all properties listed in Exhibit A of this Agreement shall include a deed restriction providing notice of Quarry Operations consistent with the Quarry Permit and the Easement identified in Exhibit F.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Certificate Of Completion
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Deena York
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555 Santa Clara St
Vallejo, CA 94590
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Dawn G. Abrahamson
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DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-1 | Page 1
Exhibit C-1 Legal Description – Residential West Parcel DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-1 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-1 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-1 | Page 4

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 1
Exhibit C-2 Legal Description – Commercial North Parcel DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 2

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 3

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 1
Exhibit C-3 Legal Description – Commercial South Parcel DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 3

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 4

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit D Purchase and Sale Agreement and Joint Escrow Instructions Exhibit D Due Diligence Materials 1. Agreements. Copies of all existing easements, covenants, restrictions, agreements, warranties, and other documents, if any, which affect or relate to the Subject Property that are not disclosed by the Preliminary Title Report, including without limitation all agreements for the purchase of the Subject Property or an interest therein or an option with respect thereto entered into within the last three (3) years and documentation evidencing the termination or cancellation of the effectiveness of such agreements (which documents may be redacted to prevent disclosure of the purchase/option price). 2. Leases. Copies of all existing commercial or residential leases or rental agreements regarding any portion of the Subject Property, any guarantees thereof, and all amendments thereto (“Leases”), together with all court filings and/or correspondence regarding any past or ongoing litigation or disputes with tenants. 3. Service Contracts. Copies of all service, maintenance, management and other contracts and agreements related to the operation and management of the Subject Property. 4. Notices of Claims. Copies of all written notices actually received by City regarding any actual or potential claim, default, violation or liability with respect to the Subject Property. 5. Other Subject Property Documents. Copies of all the following documents, to the extent they are within City’s possession, custody, or control: preliminary title reports, surveys and recorded parcel/tract maps, plotted easements, property tax bills for the three (3) years prior to the date of this Agreement; assessment district information; aerial photographs of 655 Columbus and/or the Subject Property; environmental assessments; hazardous waste reports/toxic waste studies; flood zone maps; drainage facility studies; hydrology studies; soils and/or boring reports; utility studies; utility availability letters; tree studies/surveys; traffic, biological, acoustical studies/surveys; engineering and/or geotechnical studies; prior development applications/correspondence to/from the County of Solano, Solano County Department of Environmental Health, and related public agencies; prior architectural drawings, engineering drawings, construction drawings and any other drawings (including but not limited to site plans, building plans, elevations, schematics, renderings and details); environmental impact report(s); special studies zone; specific plan/planned community texts, and CC&Rs/design and review criteria; and documentation concerning the 655 Columbus or the Subject Property that was disclosed to City in connection with its acquisition of 655 Columbus.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit E Form of Grant Deed
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF VALLEJO Attn: City Attorney 555 Santa Clara Street Vallejo, CA 94590 _____________________________________________________________________________ (Space above line for Recorder’s use only) APN: 0081-040-100 (portion), 0081-040-880 (portion), 0081-191-010 (portion), 0081-040-110 (portion), and 0181-190-010 (portion) Property Address: None GRANT DEED The undersigned declares that the document to which this page is affixed and made a part of is exempt from the fee imposed by the Affordable Housing & Job Act (SB2) (GC 27388.1) and Restrictive Covenant Modification (GC 27388.2) ( ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of Documentary Transfer Tax per GC 27388.1 (a) (2) & Gov’t Code 27388.2(b). ( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner-occupier per GC 27388.1(a)(2) & Gov’t Code 27388.2(b). ( ) Maximum fee of $225 has been reached per GC 27388.1(a)(1). ( ) Not related to real property GC 27388.1(a)(1). ( ) Transfer of real property subject to the imposition of Documentary Transfer Tax - GC 27388.1(a)(2) and 27388.2(b). ( ) Transfer of real property that is a residential dwelling to an owner-occupier - GC 27388.1(a)(2) and 27388.2(b). ( X ) Document is executed or recorded by the state or any county, municipality, or other political subdivision of the state – Gov’t Code 27388.1(a)(2) & Gov’t Code 27388.2(b). THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE (SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies) and Restrictive Covenant Modification Fee ($2.00 Additional recording fee applies) DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF VALLEJO Attn: City Attorney 555 Santa Clara Street Vallejo, CA 94590 _____________________________________________________________________________ (Space above line for Recorder’s use only) APN: 0081-040-100 (portion), 0081-040-880 (portion), 0081-191-010 (portion), 0081-040-110 (portion), and 0181-190-010 (portion) Property Address: None The undersigned grantor(s) declare(s): Documentary Transfer Tax is: $0.00 [Cal. Govn’t. Code §§ 6103 and 27383] ( x ) computed on full value of property conveyed, or ( ) computed on full value of less of liens and encumbrances remaining at time of sale. ( ) unincorporated area: ( x ) City of Vallejo ( ) Signature of Declarant ________________________________________________ By: Michael Malone Its: City Manager GRANT DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF VALLEJO, a municipal corporation, (“Grantor”), hereby grants to BLUE ROCK SPRINGS, LLC, a Delaware limited liability company, (“Grantee”), all right, title, and interest in and to that certain real property situated in the City of Sacramento, County Sacramento, State of California, as described in Exhibits A-1 through A-3, which is attached and incorporated in this Grant Deed by this reference. Grantor has caused this Grant Deed to be duly executed on December ___, 2022. [SIGNATURES FOLLOW] DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Terrance Davis
acting City Manager

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IN WITNESS WHEREOF, the Parties have executed this Grant Deed as of the date and year first above written. THE CITY OF VALLEJO a municipal corporation _____________________________________ By: Michael Malone Its: City Manager ATTEST: _____________________________________ By: Dawn Abrahamson Its: City Clerk APPROVED AS TO CONTENT: _____________________________________ By: Gillian Hayes Its: Assistant City Manager APPROVED AS TO FORM: _____________________________________ By: Veronica A. F. Nebb Its: City Attorney DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Terrance Davis
acting City Manager

Exhibit A-1 | Page 1
Exhibit A-1 Legal Description – Residential West Parcel DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-1 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-1 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-1 | Page 4

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-2 | Page 1
Exhibit A-2 Legal Description – Commercial North Parcel DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-2 | Page 2

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-2 | Page 3

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-2 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-3 | Page 1
Exhibit A-3 Legal Description – Commercial South Parcel DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-3 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-3 | Page 3

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit A-3 | Page 4

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

1. BasicProvisions ("BasicProvisions").

1.1 ParƟes. This Lease("Lease"), datedforreference purposesonly December ___, 2022 ,ismade byand between BLUE ROCK SPRINGS, LLC, a Delaware limited liability company ("Lessor")and CITY OF VALLEJO, a municipal corporation ("Lessee"), (collecƟvely the"ParƟes", orindividuallya "Party").

1.2 Premises: That certainreal property,includingall improvementsthereon ortobe providedby Lessorunderthe termsof thisLease, commonlyknownas (streetaddress, city,state, zip): n/a ("Premises"). ThePremises arelocatedin theCounty of Solano ,and aregenerally describedas (describe brieﬂythe natureof thepropertyand theimprovements onthe property,ifany,and, ifapplicable,the "Project",if thepropertyis locatedwithin aProject): a portion of the Blue Rock Springs Golf Course, more fully described on Exhibits A-1 through A-2 . (See alsoParagraph 2)

1.3 Term: Year-to-year, commencing on the date when Lessor takes title to the Premises (i.e., on or prior to December 30, 2022), and continuing thereafter, subject to (a) termination due to rescission as provided in Paragraph 51; or (b) termination by Lessor on 180 days' notice, following Lessor's receipt of entitlements to develop the Premises yearsand months ("OriginalTerm") commencing ("Commencement Date") andending ("ExpiraƟon Date"). (Seealso Paragraph3)

1.4 Early Possession: Ifthe Premisesareavailable Lesseemay havenon-exclusivepossession ofthe Premisescommencing n/a ("EarlyPossession Date"). (Seealso Paragraphs3.2and 3.3)

1.5 Base Rent: $1.00 per year; payable on the date of commencement, and annually thereafter permonth ("BaseRent"), payableon the dayof eachmonthcommencing . (Seealso Paragraph4) Ifthis boxis checked,thereare provisionsin thisLease fortheBase Rentto beadjusted. SeeParagraph .

1.6 Base Rentand OtherMonies PaidUpon ExecuƟon:

1.7 Agreed Use: Continued use and operation of a golf course, and attendant uses consistent with Lessee's use of the Premises prior to commencement . (See alsoParagraph 6)

1.8 Insuring Party. Lessoris the"InsuringParty". The annual"BasePremium" is TBD . (See alsoParagraph8)

1.9 n/a[nobrokers] Real EstateBrokers. (Seealso Paragraph15 and25) agency relaƟonships inthis Leasewiththe followingreal estatebrokers("Broker(s)")and/ortheir agents("Agent(s)"):

Lessor'sBrokerage Firm License No. Isthe brokerof(check one): theLessor;or both theLessee andLessor(dual agent).

Lessor'sAgent LicenseNo. is(check one): theLessor'sAgent (salespersonor brokerassociate);or both theLessee's Agentand theLessor's Agent(dualagent).

Lessee'sBrokerage Firm License No. Isthe brokerof(check one): theLessee;or both theLessee andLessor(dual agent).

Lessee'sAgent LicenseNo. is (checkone): theLessee's Agent(salesperson orbrokerassociate); or boththe Lessee's Agentand theLessor's Agent(dualagent).
separate wriƩen agreement(or ifthereis nosuch agreement,the sumof or % ofthetotal BaseRent) forthe brokerageservicesrendered bythe Brokers.

1.10n/a Guarantor. The obligaƟons ofthe Lesseeunderthis Leaseare tobeguaranteed by ("Guarantor"). (SeealsoParagraph37)

1.11 AƩachments. AƩachedhereto arethe following,allof which consƟtute apartof thisLease:
anAddendum consisƟngof Paragraphs 51 through ;

STANDARDINDUSTRIAL/COMMERCIAL LAND LEASE-GROSS
(DONOTUSETHISFORMFORBUILDINGSORFORLEASESPROVIDINGFORTHECONSTRUCTIONOFBUILDINGS) (a) Base Rent: n/a for theperiod .
(b) SecurityDeposit: n/a ("SecurityDeposit"). (Seealso Paragraph5) (c) Other: n/a for .
(d) TotalDue Upon ExecuƟon ofthisLease: n/a .
(a) RepresentaƟon: Each Partyacknowledgesreceiving aDisclosure RegardingReal EstateAgencyRelaƟonship, conﬁrmsand consentstothe following (b) Paymentto Brokers. Upon execuƟonand deliveryof thisLeaseby both ParƟes, Lessorshall paytothe Brokersthe brokeragefeeagreed toin a aplot plan depicƟng thePremises;
acurrent setof theRulesand RegulaƟons;
aWork LeƩer;
other(specify): legal description .

2. Premises.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

2.1 Leƫng. Lessor herebyleases toLessee,and Lesseehereby leasesfromLessor,thePremises, fortheterm, atthe rental,and uponallof theterms, covenantsand condiƟonsset forthinthis Lease. Whilethe approximatesquarefootageofthe Premisesmay havebeenused inthe markeƟngofthe Premisesfor purposesof comparison,the BaseRentstated hereinis NOT Ɵed tosquarefootageandis notsubjectto adjustmentshould theactualsize bedetermined tobe diﬀerent. NOTE: Lesseeisadvised toverify theactual sizepriorto execuƟngthis Lease.

2.2 SeeAddendum CondiƟon. Lessor shalldeliver thePremisesto Lesseefree ofdebrison theCommencement Dateor theEarlyPossession Date, whichever ﬁrst occurs("Start Date"),andwarrants thatthe exisƟngelectrical, plumbing,lighƟng,if any,and allothersuch elementsin thePremises,other thanthose constructedby Lessee,shall beingood operaƟng condiƟon onsaid date. If anon-compliance withsaidwarranty existsas oftheStart Date,or ifone ofsuchsystems orelements should malfuncƟon orfailwithin thewarranty period,Lessor shall,asLessor's sole obligaƟon withrespectto such maƩer,exceptasotherwise providedin thisLease, promptly aŌer receiptof wriƩen noƟcefrom Lessee seƫng forthwith speciﬁcity thenature andextentof suchnon-compliance, malfuncƟon orfailure, recƟfysame atLessor's expense. The warrantyperiod shallbe 30days. IfLessee doesnotgive Lessorthe required noƟcewithin theappropriate warrantyperiod, correcƟonof anysuch non-compliance, malfuncƟonor failureshall bethe obligaƟonofLessee atLessee's solecostand expense. Lessoralsowarrants, thatunless otherwise speciﬁed in wriƟng, Lessorisunaware of(i) anyrecorded NoƟcesofDefault aﬀecƟngthe Premise;(ii)any delinquentamounts dueunderany loansecured bythe Premises;and (iii)anybankruptcy proceeding aﬀecƟng thePremises.

2.3 SeeAddendum Compliance. Lessor warrantsthat tothebest ofits knowledgetheimprovements onthe Premisescomply withthebuilding codes,applicable laws,covenants or restricƟonsof record, regulaƟons, andordinances ("ApplicableRequirements")that werein eﬀectatthe Ɵmethat each improvement,or porƟonthereof, wasconstructed. Saidwarranty doesnot applytothe useto whichLesseewill putthe Premises, modiﬁcaƟonswhich maybe requiredby theAmericans with DisabiliƟesAct orany similarlaws asaresult ofLessee's use(seeParagraph50),or toany AlteraƟons or UƟlity InstallaƟons(as deﬁned inParagraph7.3(a))made ortobe madeby Lessee. NOTE:Lesseeis responsiblefor determiningwhetheror notthe ApplicableRequirements,and especiallythe zoning,are appropriatefor Lessee'sintendeduse, andacknowledges thatpast usesofthe Premisesmay nolongerbe allowed. IfthePremises donot complywith saidwarranty,Lessorshall, exceptasotherwise provided,promptly aŌerreceipt of wriƩen noƟce fromLessee seƫngforthwith speciﬁcitythe natureandextent of suchnon-compliance, recƟfythe sameatLessor's expense. IfLessee doesnotgive Lessor wriƩen noƟceofa non-compliancewith thiswarrantywithin 6months followingthe StartDate, correcƟonofthat non-complianceshall bethe obligaƟonofLessee atLessee's solecostand expense.

2.4 Acknowledgements. Lessee acknowledgesthat: (a)it hasbeen givenanopportunity toinspect andmeasurethe Premises,(b) ithas beenadvisedby Lessorand/or Brokersto saƟsfyitselfwith respectto thesize and condiƟonof thePremises (includingbutnot limitedto theimprovements,if any,security, environmental aspects,and compliancewithApplicable Requirementsand theAmericans with DisabiliƟesAct), andtheir suitabilityforLessee's intendeduse, (c) Lesseehas madesuch invesƟgaƟonasit deemsnecessary withreference tosuch maƩers andassumes allresponsibilitytherefor asthe samerelateto itsoccupancy of thePremises, (d)it isnotrelying onany representaƟonas tothesize ofthe Premisesmadeby Brokersor Lessor,(e)the squarefootageofthe Premiseswasnot materialto Lessee'sdecision toleasethe Premisesand paythe Rentstatedherein, and(f) neitherLessor,Lessor's agents,nor Brokershavemade anyoral or wriƩen representaƟonsor warranƟeswith respecttosaid maƩersother thanas setforthin thisLease. In addiƟon,Lessoracknowledges that:(i) Brokershavemade no representaƟons,promises or warranƟes concerningLessee'sability tohonor theLease orsuitabilityto occupythe Premises,and(ii) itis Lessor'ssoleresponsibility to invesƟgatethe ﬁnancialcapability and/orsuitabilityof allproposed tenants.

2.5 Lessee asPrior Owner/Occupant. The warranƟesmade byLessor inParagraph2 shallbe ofnoforce or eﬀect ifimmediatelyprior tothe StartDate Lessee wasthe owneror occupantofthe Premises. Insuch event,Lesseeshall beresponsible foranynecessary correcƟvework.

3. Term.

3.1 Term. The CommencementDate, ExpiraƟonDateand OriginalTermofthisLease areas speciﬁedinParagraph 1.3.

3.2 Early Possession. Anyprovision herein granƟngLessee EarlyPossession ofthePremises issubject toand condiƟoned uponthe Premisesbeing availablefor suchpossession priorto theCommencement Date. Any grantof EarlyPossessiononly conveysa non-exclusiverightto occupythe Premises. If Lesseetotally or parƟallyoccupies thePremises priortothe CommencementDate, the obligaƟon topayBase Rentshall beabatedfor theperiod ofsuchEarly Possession. Allother termsof thisLease(withtheexceptiontheobligationstopayRealPropertyTaxesandinsurancepremiums) shallbeineffectduringsuchperiod,andLesseeshallhaveadutytomaintainthePremises. (includingbut notlimited tothe obligaƟonstopay RealProperty Taxesand insurancepremiumsand tomaintain thePremises)shall bein eﬀectduringsuch period. Anysuch Early Possessionshall not aﬀect the ExpiraƟonDate.

3.3 DelayInPossession. Lessor agreestouse commerciallyreasonable eﬀortsto deliverexclusivepossession ofthe PremisestoLessee bythe CommencementDate. If, despitesaid eﬀorts, Lessoris unableto deliverpossessionby suchdate, Lessorshallnot besubject toanyliability therefor,nor shallsuch failure aﬀect thevalidity ofthisLease orchange the ExpiraƟon Date. Lessee shallnot, however,beobligated topay Rentorperform itsother obligaƟons unƟl Lessor deliverspossession ofthe Premisesandany periodof rentabatement thatLesseewould otherwisehave enjoyedshallrun fromthe dateofdelivery ofpossession and conƟnuefor aperiod equaltowhat Lesseewould otherwisehave enjoyedunderthe termshereof,butminusany daysof delaycausedby theacts oromissions of Lessee. Ifpossession isnotdelivered within60 days aŌer theCommencementDate, Lesseemay,atits opƟon, by noƟce in wriƟngwithin 10days aŌerthe endofsuch 60day period,cancel thisLease,in whichevent the ParƟes shallbedischarged fromall obligaƟonshereunder. Ifsuch wriƩen noƟceis notreceived byLessor within said10 dayperiod, Lessee'srightto cancelshall terminate. Ifpossessionof thePremises isnotdelivered within120 days aŌerthe CommencementDate, thisLease shallterminate unlessother agreementsarereached betweenLessor andLessee, in wriƟng.

3.4 Lessee Compliance. Lessorshallnot berequired totender possessionofthe Premisesto Lessee unƟlLessee complieswith its obligaƟonto provide evidenceof insurance(Paragraph 8.5). Pending deliveryof suchevidence, Lesseeshallbe requiredto performallof its obligaƟons underthisLease fromand aŌerthe StartDate, includingthe paymentofRent, notwithstandingLessor's elecƟonto withholdpossessionpending receiptof suchevidenceof insurance. Further,ifLessee isrequired toperform anyother condiƟons priorto orconcurrent withtheStart Date,the StartDateshall occurbut Lessormayelect towithhold possession unƟl such condiƟonsare saƟsﬁed.

4. Rent.

4.1 Rent Deﬁned. Allmonetary obligaƟonsofLessee toLessor undertheterms ofthis Lease(exceptfor theSecurity Deposit)are deemedtobe rent("Rent").

4.2 Payment. Lessee shallcause paymentofRent tobe receivedbyLessor inlawful moneyofthe UnitedStates, without oﬀset or deducƟon(except as speciﬁcally permiƩed inthis Lease),onor beforethe dayon whichitis due. Allmonetaryamounts shallbe roundedtothe nearestwhole dollar. Intheevent thatany invoiceprepared byLessor isinaccuratesuch inaccuracyshall not consƟtute awaiverand Lesseeshall beobligatedto paythe amountsetforth inthis Lease,with theexceptionoftheBaseRent. Rent foranyperiod duringthe termhereof whichisfor lessthan onefullcalendar monthshall beproratedbased uponthe actualnumber ofdaysof saidmonth. Payment ofRentshall bemade toLessorat itsaddress statedhereinor tosuch otherpersons orplaceas Lessormay from Ɵme to Ɵme designatein wriƟng. Acceptance ofa paymentwhichis lessthan theamountthen dueshall notbea waiverof Lessor'srights tothebalance ofsuch DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Rent,regardless ofLessor's endorsementofany checkso staƟng. Intheevent thatany check,draŌ,or otherinstrument ofpaymentgiven byLessee toLessor is dishonoredfor anyreason, Lesseeagreesto payto Lessorthe sumof$25 in addiƟon toanyLate Chargeand Lessor,atits opƟon,may requireall futurepaymentsto bemade byLessee tobeby cashier'scheck. Payments willbeapplied ﬁrstto accruedlatecharges and aƩorney's fees,secondto accruedinterest, thento BaseRent and OperaƟng ExpenseIncrease, andanyremaining amountto anyother outstandingchargesor costs.

5. SecurityDeposit. Lesseeshall depositwith Lessorupon execuƟonhereofthe SecurityDeposit assecurityfor Lessee'sfaithful performanceofits obligaƟons underthis Lease. IfLesseefails topay Rent,or otherwiseDefaultsunder thisLease, Lessormayuse, applyor retainallor any porƟon ofsaid SecurityDepositfor the paymentof anyamount alreadydueLessor,forRents whichwill beduein thefuture, and/orto reimburseor compensateLessorfor anyliability,expense,loss or damagewhich Lessormay suﬀerorincur byreason thereof. IfLessoruses orapplies allorany porƟonof theSecurityDeposit, Lesseeshall within10 days aŌer wriƩenrequest therefordeposit monieswithLessor suﬃcientto restoresaid SecurityDepositto thefull amountrequiredby thisLease. Ifthe BaseRent increases duringthe termof thisLease,Lessee shall,upon wriƩenrequest fromLessor,deposit addiƟonalmonies withLessorso thatthe totalamountof theSecurity Deposit shallat all Ɵmes bearthesame proporƟonto theincreased BaseRentas the iniƟal SecurityDepositbore tothe iniƟalBaseRent. Should theAgreed Usebeamended toaccommodate amaterial changeinthe businessof Lesseeor toaccommodatea sublesseeor assignee,Lessorshall havethe righttoincrease theSecurity Deposit tothe extentnecessary, inLessor'sreasonable judgment,to accountfor anyincreasedwear andtear thatthePremises may suﬀer asaresult thereof. Ifa changein controlof Lesseeoccurs duringthisLease andfollowing suchchange the ﬁnancial condiƟon ofLessee is,inLessor's reasonablejudgment, signiﬁcantlyreduced,Lessee shalldeposit such addiƟonal monieswithLessor asshall be suﬃcient tocausethe SecurityDeposit tobeat acommercially reasonablelevelbased onsuch changein ﬁnancial condiƟon. Lessor shallnotbe requiredto keepthe SecurityDepositseparate fromits generalaccounts. Within90 days aŌerthe expiraƟonor terminaƟonof thisLease, Lessorshall returnthat porƟon ofthe SecurityDeposit notusedor appliedby Lessor. Lessor shallupon wriƩenrequestprovide Lesseewith an accounƟng showinghow that porƟon oftheSecurity Depositthat wasnot returnedwasapplied. No partofthe SecurityDeposit shallbeconsidered tobe heldin trust,tobear interestor tobe prepaymentforany moniesto bepaid byLesseeunder thisLease. THESECURITY DEPOSITSHALL NOTBEUSED BYLESSEE INLIEU OFPAYMENTOF THELAST MONTH'SRENT.

6. Use.

6.1 Use. Lessee shalluse andoccupythe Premisesonly fortheAgreed Use,or anyotherlegal usewhich isreasonably comparablethereto,and forno other purpose. Lesseeshall notuseor permitthe useof thePremisesin amanner thatisunlawful, createsdamage, wasteora nuisance,or thatdisturbs occupantsofor causesdamage toneighboring premisesor properƟes. Other thanguide, signalandseeing eyedogs, Lesseeshallnot keepor allowinthe Premisesany pets,animals, birds, ﬁsh, or repƟles. Lessorshall notunreasonably withholdor delayitsconsent toany requestfora modiﬁcaƟonof theAgreedUse, solong asthe samewillnot be signiﬁcantlymore burdensometo thePremises. IfLessor electsto withholdconsent,Lessor shallwithin 7days aŌer suchrequest give wriƩen noƟﬁcaƟon ofsame, which noƟce shallinclude an explanaƟonof Lessor's objecƟons tothe changeinthe AgreedUse.

6.2 Hazardous Substances.
(a) Reportable UsesRequire Consent. The term"Hazardous Substance"as usedinthis Leaseshall meananyproduct, substance,or wastewhose presence,use, manufacture,disposal, transportaƟon,orrelease, eitherby itselfor incombinaƟonwith othermaterials expectedtobe onthe Premises,iseither: (i) potenƟallyinjurious tothe publichealth,safety orwelfare, theenvironment orthePremises, (ii)regulated ormonitoredby anygovernmental authority,or(iii) abasis for potenƟal liabilityof Lessortoany governmentalagency orthird partyunderany applicablestatute orcommonlaw theory. HazardousSubstancesshall include,but notbe limitedto, hydrocarbons,petroleum,gasoline, and/orcrude oilor anyproducts,byproducts or fracƟons thereof. Lessee shallnot engageinany acƟvityin oron thePremises which consƟtutes aReportableUse ofHazardous Substanceswithout theexpressprior wriƩenconsent ofLessorand Ɵmelycompliance (atLessee's expense)with allApplicable Requirements. "Reportable Use"shall mean(i) the installaƟonor useof anyaboveor belowground storagetank,(ii) the generaƟon, possession,storage,use, transportaƟon, ordisposalof aHazardous Substancethat requiresapermit from,or withrespectto whicha report, noƟce, registraƟon or businessplan isrequired tobe ﬁled with,any governmentalauthority,and/or(iii)the presenceat thePremisesof aHazardous Substancewithrespect towhich any ApplicableRequirements requiresthat a noƟcebe givento personsentering oroccupyingthe Premisesor neighboring properƟes. Notwithstandingthe foregoing, Lesseemay useany ordinaryandcustomary materialsreasonably requiredto beusedin thenormal courseofthe AgreedUse, ordinary oﬃcesupplies (copiertoner, liquidpaper,glue,etc.) andcommonhousehold cleaningmaterials, solong assuchuse isin compliancewithall ApplicableRequirements, isnota ReportableUse, and doesnot exposethe Premisesorneighboring propertyto anymeaningful riskof contaminaƟon ordamage orexposeLessor toany liabilitytherefor. In addiƟon, Lessormay condiƟonits consenttoany ReportableUse uponreceiving such addiƟonal assurances asLessor reasonablydeemsnecessary toprotect itself,thepublic, thePremises and/orthe environmentagainstdamage, contaminaƟon,injury and/orliability,including,butnot limitedto, the installaƟon(and removalon orbefore Lease expiraƟon or terminaƟon) of protecƟve modiﬁcaƟons (suchas concreteencasements) and/orincreasingthe SecurityDeposit. (b) Dutyto InformLessor. IfLessee knows,or hasreasonablecause tobelieve, thata HazardousSubstancehas cometo belocatedin, on,under or aboutthe Premises,other thanaspreviously consentedto byLessor,Lesseeshallimmediately give wriƩen noƟceofsuch factto Lessor,andprovide Lessorwith a copyof anyreport, noƟce,claimor other documentaƟon whichit hasconcerningthe presenceof suchHazardousSubstance. (c) Lessee RemediaƟon. Lessee shallnotcause orpermit anyHazardous Substancetobe spilledor releasedin,on, under,or aboutthePremises (includingthrough theplumbing orsanitarysewer system)and shallpromptly,atLessee'sexpense, complywith allApplicableRequirements andtake all invesƟgatory and/orremedial acƟonreasonably recommended,whetheror notformally orderedor required,forthe cleanupof any contaminaƟonof,andfor themaintenance, securityand/or monitoringof thePremisesor neighboring properƟes, thatwas causedormaterially contributedto byLessee,or pertainingto orinvolvingany HazardousSubstance broughtonto thePremisesduring theterm ofthis Lease,byor forLessee, oranythird party. (d) Lessee IndemniﬁcaƟon. Lessee shallindemnify,defend andhold Lessor,itsagents, employees,lenders andground lessor,ifany,harmlessfrom and againstany andall lossofrents and/ordamages, liabiliƟes,judgments, claims,expenses,penalƟes, and aƩorneys' andconsultants'fees arisingout oforinvolving any HazardousSubstance broughtonto thePremisesby orfor Lessee,or anythirdparty (provided,however,thatLesseeshall haveno liabilityunderthis Leasewith respectto underground migraƟon ofanyHazardous Substanceunder thePremises fromadjacent properƟes notcaused orcontributedto byLessee). Lessee's obligaƟonsshall include,but notbelimited to,the eﬀectsof any contaminaƟonor injuryto person,propertyor theenvironment createdor suﬀered byLessee, and thecost of invesƟgaƟon, removal, remediaƟon, restoraƟon and/orabatement, andshall survivethe expiraƟon or terminaƟon ofthisLease. No terminaƟon, cancellaƟonor releaseagreement enteredintoby Lessorand Lesseeshall releaseLesseefrom itsobligaƟons underthisLease withrespect toHazardous Substances,unless speciﬁcallyso agreedbyLessor in wriƟng atthe Ɵmeofsuch agreement. (e) Lessor IndemniﬁcaƟon. Except asotherwise providedinparagraph 8.7,Lessor anditssuccessors andassigns shallindemnify, defend,reimburseand holdLessee, itsemployees andlenders,harmless fromand againstany andallenvironmental damages,including thecostof remediaƟon, whichresultfrom HazardousSubstances whichexisted onthePremises priorto Lessee'soccupancy orwhichare causedby thegrossnegligence orwillful misconductofLessor,its agentsor employees. Lessor's obligaƟons,as andwhen requiredby theApplicableRequirements, shallinclude, butnotbe limitedto,thecostof invesƟgaƟon, removal, remediaƟon, restoraƟonand/or abatement,andshall survivethe expiraƟonor terminaƟonofthis Lease. (f) InvesƟgaƟons and RemediaƟons. Lessorshall retaintheresponsibility andpay forany invesƟgaƟons or remediaƟon measuresrequired by DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 governmental enƟƟes having jurisdicƟon withrespectto theexistence ofHazardous Substancesonthe Premisesprior toLessee'soccupancy, unlesssuch remediaƟon measureis requiredas aresultof Lessee'suse (including "AlteraƟons", as deﬁnedin paragraph7.3(a) below)ofthe Premises,in whicheventLessee shallbe responsiblefor suchpayment. Lesseeshall cooperatefully inany such acƟviƟesat therequest ofLessor,including allowingLessor andLessor'sagents tohave reasonableaccess tothe Premisesatreasonable Ɵmesin orderto carryoutLessor's invesƟgaƟveand remedial responsibiliƟes. (g) Lessor T erminaƟonOpƟon. If aHazardousSubstance CondiƟon(see Paragraph9.3(a))occurs duringthe termofthis Lease,unless Lesseeis legally responsibletherefor(inwhich caseLesseeshall makethe invesƟgaƟonand remediaƟonthereofrequired bythe ApplicableRequirementsand thisLease shall conƟnue infull forceand eﬀect,butsubject toLessor's rightsunder Paragraph6.2(d)and Paragraph13), Lessormay,at Lessor's opƟon, either(i) invesƟgate andremediate such HazardousSubstance CondiƟon,if required,assoon asreasonably possibleat Lessor'sexpense,in whichevent thisLeaseshall conƟnuein fullforceand eﬀect,or (ii)if the esƟmated costto remediatesuch condiƟon exceeds12 Ɵmesthe thenmonthlyBase Rentor$25,000 $100,000,whichever isgreater,give wriƩen noƟceto Lessee,within 30days aŌerreceiptby Lessorof knowledgeof theoccurrenceof suchHazardous Substance CondiƟon,of Lessor'sdesire toterminatethis Leaseas of thedate 60days followingthedate ofsuch noƟce.

6.3 Lessee's Compliance with ApplicableRequirements. Exceptas otherwiseprovided inthisLease, Lesseeshall, atLessee'ssole expense,fully,diligentlyand ina Ɵmelymanner,materiallycomplywith allApplicable Requirements,the requirementsofany applicable ﬁre insuranceunderwriteror raƟngbureau, andthe recommendaƟonsof Lessor'sengineers and/orconsultantswhich relatein anymanner tothePremises, withoutregard towhethersaid ApplicableRequirements are nowin eﬀector become eﬀecƟve aŌer theStart Date. Lesseeshall,within 10days aŌerreceiptof Lessor's wriƩen request,provideLessor withcopies ofall permits andother documents,and other informaƟonevidencing Lessee'scompliance withany ApplicableRequirements speciﬁed byLessor,andshallimmediately upon receipt, noƟfy Lessorin wriƟng(withcopies ofany documentsinvolved) ofanythreatened oractual claim, noƟce, citaƟon, warning,complaint orreportpertaining to orinvolving thefailure ofLesseeor thePremises tocomply withanyApplicable Requirements.

6.4 InspecƟon; Compliance. Lessorand Lessor's"Lender"(as deﬁnedin Paragraph30)and consultantsauthorized byLessorshall havethe rightto enteronto Premisesat any Ɵme inthecase ofan emergency,and otherwiseatreasonable Ɵmes aŌer reasonable noƟce,for thepurpose of inspecƟngand/or tesƟngthe condiƟonof thePremises and/orforverifying complianceby Lesseewith thisLease. Thecost ofanysuch inspecƟonsshall bepaidby Lessor,unless a violaƟon of ApplicableRequirements, ora HazardousSubstance CondiƟon (seeParagraph9.3(a))is foundtoexist orbe imminent,orthe inspecƟonis requestedorordered bya governmentalauthority. In suchcase, Lesseeshallupon requestreimburse Lessorforthe costof such inspecƟon, solongas such inspecƟon isreasonablyrelated to the violaƟon or contaminaƟon. In addiƟon, Lesseeshall providecopies ofallrelevant materialsafety datasheets(MSDS) toLessor within10days ofthe receiptof a wriƩenrequest therefor. Lesseeacknowledgesthat anyfailure onits parttoallow such inspecƟons or tesƟngwill exposeLessor torisksand potenƟallycause Lessor toincur costsnot contemplatedbythis Lease,the extentof whichwillbe extremely diﬃcult toascertain. Accordingly,should theLesseefail toallow such inspecƟons and/or tesƟng ina Ɵmelyfashionthe BaseRentshallbe automaƟcallyincreased,without anyrequirement for noƟceto Lessee,by anamountequal to10% ofthe then exisƟng BaseRent or$100,whichever isgreater forthe remaindertothe Lease. The ParƟesagree thatsuch increaseinBase Rentrepresents fairand reasonable compensaƟonfor the addiƟonal risk/coststhatLessor willincur byreason ofLessee'sfailure toallow such inspecƟonand/or tesƟng. Suchincreasein BaseRentshall inno event consƟtute awaiverof Lessee'sDefault orBreach withrespectto suchfailure norpreventthe exerciseof anyofthe otherrights andremedies granted hereunder.

7. Maintenance;Repairs; UƟlity InstallaƟons;TradeFixturesand AlteraƟons.

7.1 Lessee's ObligaƟons.
(a) In General. Subjectto theprovisionsof Paragraph2.2 (CondiƟon), 2.3(Compliance), 6.3(Lessee's Compliancewith ApplicableRequirements),7.2 (Lessor's ObligaƟons), 9(Damage or DestrucƟon),and 14 (CondemnaƟon), Lesseeshall, atLessee'ssole expense,keep thePremises, ingoodorder, condiƟonand repair(whether ornot theneedfor suchrepairs occursas aresultof Lessee'suse, anyprioruse, theelements ortheage ofsuch porƟonof thePremises),including, butnot limitedto, plumbing, lighƟng faciliƟes, landscaping,driveways, parkinglots, fences,retainingwalls, signs,sidewalks andparkwayslocated on,or adjacentto, thePremises. Lessee, inkeepingthe Premisesin goodorder, condiƟonandrepair,shallexercise andperformgood maintenance pracƟces, speciﬁcallyincludingthe procurementand maintenanceof theservicecontracts requiredby Paragraph7.1(b) below. Lessee's obligaƟonsshall include restoraƟons,replacements orrenewals whennecessary tokeep thePremisesand allimprovements thereonor apartthereof ingood order,condiƟonand stateof repair. Lessee shall,during theterm ofthis Lease,keep theappearance ofthePremises ina ﬁrst-class condiƟon (including,e.g. graﬃƟ removal). (b) ServiceContracts. Lessee shall,atLessee's soleexpense, procureandmaintain acontract, withcopies toLessor,in customaryform andsubstance for,and witha contractorspecializingand experiencedin themaintenance ofthelandscaping andirrigaƟon systems,However,Lessor reservesthe right,upon noƟce toLessee, toprocure andmaintainsuch servicecontract, andLessee shallreimburseLessor,upondemand, forthecost thereof. (c) Failureto Perform. IfLesseefails toperform Lessee's obligaƟons underthisParagraph7.1,Lessor mayenterupon thePremises aŌer10days' prior wriƩen noƟce toLessee (exceptinthe caseof anemergency,inwhichcase no noƟce shallberequired), performsuch obligaƟonsonLessee's behalf,and putthe Premisesin goodorder, condiƟonandrepair,andLessee shallpromptly paytoLessor asum equalto115% ofthe costthereof.

Notwithstandinganythingtothecontraryherein,Lesseeshallnotberequiredtomakecapital improvementsorotherimprovementstothePremises. Itsmaintenanceandrepairobligationsshall belimitedtotheactivitiesthatarecommerciallyreasonabletopermitthePremisestocontinuetobe operatedasagolfcourse.

7.2 Lessor's ObligaƟons. Subjectto theprovisionsof Paragraphs2.2 (CondiƟon),2.3 (Compliance),9(Damage or DestrucƟon) and14 (CondemnaƟon), iIt is intendedby the ParƟes heretothatLessor haveno obligaƟon,in anymannerwhatsoever,torepair andmaintainthe Premises. Itisthe intenƟonof the ParƟes that theterms ofthis Leasegovernthe respecƟve obligaƟons ofthe ParƟesasto maintenanceand repairofthe Premises,and theyexpresslywaive the beneﬁt ofany statutenow or hereaŌer in eﬀectto theextent itis inconsistentwiththe termsof thisLease.

7.3 UƟlity InstallaƟons;TradeFixtures; AlteraƟons.
(a) DeﬁniƟons. The term"UƟlity InstallaƟons" refersto securityand ﬁre protecƟonsystems, lighƟng ﬁxtures, plumbing,andfencing onthe Premises.

Theterm "TradeFixtures" shallmeanLessee's machineryand equipmentthat canberemoved withoutdoing materialdamageto thePremises. Theterm "AlteraƟons"shall meanany modiﬁcaƟonofthe improvements,other than UƟlity InstallaƟonsorTradeFixtures,whether by addiƟonor deleƟon. "LesseeOwned AlteraƟonsand/or UƟlity InstallaƟons" are deﬁnedas AlteraƟonsand/or UƟlity InstallaƟons madebyLessee thatare notyetowned byLessor pursuanttoParagraph

7.4(a).
(b) Consent. Lesseeshall notmakeany AlteraƟonsor UƟlity InstallaƟonsto thePremises withoutLessor's prior wriƩenconsent. Lessee may,however, makenon-structural AlteraƟonsor UƟlity InstallaƟonsto thePremises withoutsuch consentbutupon noƟceto Lessor,aslong asthe cumulaƟvecostthereof during thisLease asextended doesnotexceed asum equalto 3month'sBase Rentin theaggregateor asum equaltoone month'sBase Rentin anyoneyear. Lessor may,as DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 a precondiƟon to granƟng suchapproval,require Lesseeto uƟlizea contractorchosenand/or approvedby Lessor. Any AlteraƟonsor UƟlity InstallaƟonsthat Lessee shalldesire tomake andwhichrequire theconsent ofthe Lessorshallbe presentedto LessorinwriƩen formwith detailedplans. Consentshall bedeemed condiƟonedupon Lessee's: (i)acquiringall applicablegovernmental permits,(ii) furnishingLessorwith copiesof boththepermits andthe plansand speciﬁcaƟons priorto commencementof thework,and (iii)compliance withall condiƟonsofsaid permitsand otherApplicableRequirements ina promptand expediƟous manner.

Any AlteraƟons or UƟlity InstallaƟonsshallbe performedin aworkmanlike mannerwithgood andsuﬃcient materials,inLessor'sdiscretion,with nofurthernoticetoLessee. Lessee shallpromptly upon compleƟonfurnish Lessorwith as-builtplansand speciﬁcaƟons. Forwork whichcostsan amountin excessof onemonth'sBase Rent,Lessor may condiƟon itsconsentupon Lesseeproviding alienand compleƟonbond inanamount equalto 150%of the esƟmatedcost ofsuch AlteraƟonor UƟlity InstallaƟonand/or uponLessee's posƟngan addiƟonal SecurityDeposit withLessor. (c) Liens;Bonds. Lessee shallpay,when due,all claimsfor laborormaterials furnishedor allegedtohave beenfurnished toorfor Lesseeat orfor useon thePremises, whichclaims areormay besecured byany mechanic'sormaterialmen's lienagainst thePremisesor anyinterest therein. Lessee shallgive Lessornot lessthan 10days noƟcepriorto thecommencement ofany workin,on orabout thePremises,and Lessorshall havetheright topost noƟcesof non-responsibility. If Lesseeshall contestthe validityofany suchlien, claimor demand,thenLessee shall,at itssoleexpense defendand protectitself,Lessor andthe Premisesagainst the sameand shallpay and saƟsfyany suchadverse judgmentthat mayberendered thereonbefore theenforcementthereof. If Lessorshall require,Lesseeshall furnish asurety bondin anamountequal to150% ofthe amountofsuch contestedlien, claimordemand, indemnifyingLessor againstliabilityfor thesame. If Lessorelects to parƟcipate inany such acƟon,Lessee shallpay Lessor's aƩorneys' feesandcosts.

7.4 Ownership; Removal;Surrender; and RestoraƟon.
(a) Ownership. Subject toLessor'sright torequire removalor electownershipas hereinaŌerprovided, all AlteraƟonsand UƟlity InstallaƟons madeby Lesseeshall bethe propertyofLessee, butconsidered apart ofthePremises. Lessor may,atany Ɵme,elect in wriƟngto bethe ownerof allorany speciﬁedpart of theLessee Owned AlteraƟons and UƟlity InstallaƟons. Unless otherwiseinstructed perparagraph7.4(b) hereof,all LesseeOwned AlteraƟons and UƟlity InstallaƟons shall,at the expiraƟon or terminaƟonof thisLease, becomethe propertyofLessor andbe surrenderedbyLessee withthe Premises. (b) Removal. Bydelivery toLesseeof wriƩen noƟce fromLessornot earlierthan 90and notlaterthan 30days priortothe endof thetermof thisLease, Lessormay requirethat anyorall LesseeOwned AlteraƟonsor UƟlity InstallaƟonsbe removedby the expiraƟonor terminaƟonof thisLease. Lessormay requirethe removalat any Ɵme ofallor anypart ofany LesseeOwned AlteraƟons or UƟlity InstallaƟonsmadewithout therequired consent. (c) Surrender; RestoraƟon. Lessee shallsurrenderthe Premisesby the ExpiraƟon Dateorany earlier terminaƟon date,withall ofthe improvements, partsand surfacesthereof broomcleanand freeof debris,and ingood operaƟng order, condiƟon andstateof repair,ordinary wearandtear excepted. "Ordinary wearand tear"shall notincludeany damageor deterioraƟonthat wouldhavebeen preventedby goodmaintenance pracƟce. Notwithstanding theforegoingand the provisionsof Paragraph7.1(a), iftheLessee occupiesthe Premisesfor 12monthsor less,then Lesseeshallsurrender thePremises inthesame condiƟonas delivered toLessee onthe StartDatewith NOallowance forordinary wearandtear. Lessee shallrepairany damageoccasioned bythe installaƟon, maintenanceor removalof TradeFixtures, Lesseeowned AlteraƟonsand/or UƟlity InstallaƟons,furnishings, andequipment aswellas theremoval ofanystoragetankinstalled byorfor Lessee.

Lesseeshall alsocompletely removefromthe Premisesany andall HazardousSubstancesbrought ontothe Premisesbyor forLessee, oranythird party(except HazardousSubstances whichwere depositedviaunderground migraƟonfrom areasoutside ofthePremises) tothe level speciﬁedin ApplicableRequirements. Trade Fixturesshall remainthe propertyofLessee andshall beremoved byLessee. Anypersonal propertyofLessee notremoved onorbefore the ExpiraƟon Dateor any earlier terminaƟon dateshall bedeemedto havebeen abandonedby Lesseeandmay bedisposed oforretained byLessor asLessormay desire. Thefailure byLessee to Ɵmely vacatethe Premisespursuantto thisParagraph 7.4(c)without theexpress wriƩen consentof Lessorshall consƟtute aholdover undertheprovisions of Paragraph26 below.

8. Insurance;Indemnity.

8.1 Payment ofInsurance Premiums. Increases.
(a) Lessee shallpay toLessorthecostofinsurancepremiumsforliabilityandpropertyinsurancecarried byLessorasprovidedinthisLease.Innoevent,however,shallLesseeberesponsibleforanyportion ofsuchpremiumsattributabletoliabilityinsurancecarriedbyLessorunderParagraph8.2(b)in excessof$2,000,000peroccurrence.any insurancecost increase("Insurance CostIncrease") occurringduringthe termof thisLease.

InsuranceCost Increaseis deﬁnedasany increasein theactual costofthe insurancerequired underParagraph8.2(b), 8.3(a)and 8.3(b),overand abovethe Base Premiumas hereinaŌer deﬁned calculatedonan annualbasis. Insurance CostIncreaseshall includebut notbelimited toincreases resulƟngfromthe natureof Lessee'soccupancy, anyact oromissionof Lessee,requirements ofthe holderofmortgage ordeed oftrustcovering thePremises, increased valuaƟonof thePremises and/ora premiumrateincrease. The parƟesare encouragedto ﬁllinthe BasePremium inparagraph1.8 witha reasonablepremiumfor suchinsurance basedon the AgreedUse ofthe Premises. If the parƟes failto insertadollar amountin Paragraph1.8,then theBase Premiumshallbe thelowest annualpremium reasonably obtainablefor therequired insuranceasof thecommencement ofthe OriginalTermfor theAgreed Useofthe Premises. Innoevent, however,shall Lesseebe responsiblefor any porƟon oftheincrease inthe premiumcost aƩributabletoliability insurancecarried byLessorunder Paragraph8.2(b) inexcessof $2,000,000per occurrence.
(b) Lesseeshall paysuchpremiumcoststoLessorwithin30daysafterreceiptbyLesseeforacopyof thepremiumstatementorotherreasonableevidenceoftheamountdue.Premiumsforpolicyperiods commencingpriorto,orextendingbeyondthetermofthisLease,shallbeproratedtocorrespondto thetermofthisLease. any suchInsurance CostIncrease toLessorwithin 30days aŌerreceiptby Lesseeof acopyof thepremium statementor other reasonableevidence ofthe amountdue. Ifthe insurancepolicies maintainedhereundercover otherproperty besidesthePremises, Lessorshall alsodeliverto Lessee astatement ofthe amountofsuch InsuranceCost Increase aƩributable onlytothe Premisesshowing inreasonabledetail themanner inwhichsuch amountwas computed. Premiumsfor policyperiodscommencing priorto, orextending beyondtheterm ofthis Lease,shallbe proratedto correspondtothe termof thisLease.

8.2 Liability Insurance.
(a) Carried byLessee. Lesseeshall obtainand keepin forceaCommercial GeneralLiability policyofinsurance protecƟngLessee andLessoras an addiƟonalinsured againstclaims forbodilyinjury,personalinjury andproperty damagebasedupon orarising outofthe ownership,use, occupancyormaintenance of thePremises andall areasappurtenantthereto. Such insuranceshall beonan occurrencebasis providingsinglelimit coveragein anamountnot lessthan $1,000,000 peroccurrence withan annualaggregateof notless than$2,000,000. Lesseeshall addLessor asan addiƟonal insuredby meansofan endorsementat leastas broad asthe InsuranceService OrganizaƟon's "AddiƟonalInsured-Managers orLessors ofPremises" Endorsement. The policyshall notcontainany intra-insuredexclusions DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 asbetween insuredpersons or organizaƟons,but shallinclude coveragefor liabilityassumedunder thisLease asan"insured contract"for theperformanceof Lessee's indemnity obligaƟons underthis Lease. The limitsof saidinsurance shallnot,however,limitthe liabilityofLessee norrelieve Lesseeofany obligaƟonhereunder.

Lesseeshall providean endorsementonits liabilitypolicy(ies) whichprovides thatitsinsurance shallbe primarytoand notcontributory withanysimilar insurance carriedby Lessor,whose insuranceshallbe consideredexcess insuranceonly. (b) Carriedby Lessor. Lessorshallmaintain liabilityinsurance asdescribedin Paragraph8.2(a), in addiƟon to,andnot inlieu of,theinsurance requiredto bemaintained byLessee. Lesseeshall notbe namedas an addiƟonalinsured therein.

8.3 Property Insurance- Improvementsand RentalValue.
(a) Improvements. The InsuringPartyshall obtainand keepin forceapolicy orpolicies inthename ofLessor,withlosspayable toLessor,any ground-lessor,and toany Lenderinsuringloss ordamage tothe Premises. The amountof suchinsuranceshall beequal tothefull insurablereplacement costof the Premises,as thesame shallexistfrom Ɵmeto Ɵme,or theamountrequired byany Lender,butin noevent morethanthe commerciallyreasonable andavailable insurablevalue thereof. LesseeOwned AlteraƟons and UƟlity InstallaƟons,TradeFixtures,andLessee's personalproperty shallbeinsured byLessee andnotby Lessor. Ifthe coverageisavailable andcommercially appropriate,such policyorpolicies shallinsure againstallrisks ofdirect physicallossor damage(except theperils of ﬂood and/orearthquake unlessrequired byaLender orincluded intheBase Premium),including coveragefor debrisremovaland theenforcement ofany ApplicableRequirements requiringthe upgrading, demoliƟon, reconstrucƟon orreplacement ofany porƟonofthe Premisesas theresultof acovered loss. Said policy orpolicies shallalso containanagreed valuaƟonprovision inlieu ofanycoinsurance clause,waiver of subrogaƟon,and inﬂaƟonguard protecƟoncausingan increase inthe annualproperty insurancecoverageamount bya factorof notlessthan theadjusted U.S.Departmentof LaborConsumer PriceIndexfor AllUrban Consumers forthe citynearest towherethe Premisesare located. Ifsuchinsurance coveragehas a deducƟbleclause, the deducƟble amountshallnot exceed$5,000 per occurrence,and Lesseeshall beliablefor such deducƟble amountin theeventof anInsured Loss. (b) RentalValue. TheInsuring Partyshall obtainand keepinforce apolicy orpoliciesin thename ofLessorwith losspayable toLessor andanyLender, insuringthe lossof thefullRent forone yearwith anextendedperiod ofindemnity foran addiƟonal 180days ("RentalValueinsurance"). Said insuranceshall contain anagreed valuaƟonprovision inlieuof anycoinsurance clause,and theamountof coverageshall beadjustedannually to reﬂect theprojectedRent otherwisepayable byLessee, forthe next12month period. Lesseeshall beliablefor any deducƟble amountinthe eventof suchloss. (c) AdjacentPremises. If thePremisesare partof alarger propertyownedby Lessor, theLesseeshall payfor anyincreasein thepremiums forthe propertyinsurance ofsuch adjacentpropertyif saidincrease iscaused byLessee'sacts, omissions,use oroccupancyof thePremises.

8.4 Lessee's Property;Coverage; Worker's CompensaƟon Insurance. (a) Property Damage. Lesseeshallobtain andmaintain insurancecoverage onallof Lessee'spersonal property,TradeFixtures, andLessee Owned AlteraƟonsand UƟlity InstallaƟons. Suchinsurance shallbe fullreplacement costcoveragewith a deducƟble ofnotto exceed$1,000 peroccurrence. Theproceeds fromany suchinsurance shallbeused byLessee forthe replacementofpersonal property,TradeFixturesandLessee Owned AlteraƟons and UƟlity InstallaƟons. (b) Worker's CompensaƟon Insurance. Lesseeshallobtain andmaintain Worker's CompensaƟonInsurance insuch amountas mayberequired by ApplicableRequirements. Such policyshallinclude a"Waiver of SubrogaƟon" endorsement. Lessee shallprovide Lessorwitha copyof suchendorsementalong with the cerƟﬁcate ofinsurance orcopyof thepolicy requiredby paragraph8.5. (c) No RepresentaƟon ofAdequate Coverage. Lessor makesno representaƟonthat thelimitsor formsof coverageofinsurance speciﬁedherein are adequateto coverLessee's property,business operaƟons or obligaƟons underthis Lease.

8.5 Insurance Policies. Insurancerequired hereinshallbe bycompanies maintainingduringthe policyterm a"GeneralPolicyholders RaƟng"of atleast A-,VII, asset forthin themostcurrent issueof "Best'sInsurance Guide",orsuch other raƟng asmaybe requiredby aLender. Lesseeshall notdo orpermitto bedone anythingwhich invalidatesthe requiredinsurancepolicies. Lessee shall,prior totheStart Date,deliver toLessor cerƟﬁed copiesof policiesofsuch insuranceor cerƟﬁcateswith copiesof therequiredendorsements evidencingthe existenceand amountsofthe requiredinsurance. Nosuch policyshall becancelableor subject to modiﬁcaƟon except aŌer 30daysprior wriƩen noƟce toLessor. Lesseeshall, atleast 10daysprior tothe expiraƟonofsuch policies,furnish Lessorwith evidenceof renewalsor "insurancebinders" evidencingrenewalthereof, orLessor mayincrease hisliabilityinsurance coverageand chargethecost thereofto Lessee,which amountshall bepayable byLesseeto Lessorupon demand. Suchpoliciesshall befor atermof atleast oneyear,or thelength ofthe remainingtermof thisLease, whicheveris less. IfeitherParty shallfail toprocure andmaintainthe insurancerequired tobecarried byit, theotherParty may,but shallnot berequiredto,procure andmaintain thesame.Notwithstandinganythingtothecontraryherein,LessoracknowledgesthatLessee mayelecttoself-insureLessee’sobligationtocarryliabilityinsuranceasprovidedinSection8.2(b).

8.6 Waiver of SubrogaƟon. Without aﬀecƟnganyother rightsor remedies,Lesseeand Lessoreach herebyreleaseand relievethe other,and waivetheir enƟre rightto recoverdamages againsttheother,forloss ofor damagetoits propertyarising outofor incidentto theperilsrequired tobe insuredagainst herein. The eﬀectof suchreleases andwaiversis notlimited bythe amountofinsurance carriedor required,orby any deducƟbles applicablehereto. The ParƟes agreeto have their respecƟve propertydamage insurancecarrierswaive anyright to subrogaƟon thatsuchcompanies mayhave againstLessoror Lessee,as thecasemay be,so longas theinsurance isnotinvalidated thereby.

8.7 Indemnity. Except forLessor's grossnegligenceor willfulmisconduct, Lesseeshallindemnify,protect,defend andholdharmless thePremises, Lessorand itsagents, Lessor'smaster orgroundlessor,partnersand Lenders,from andagainstany andall claims,lossof rentsand/or damages,liens,judgments, penalƟes, aƩorneys'and consultants'fees, expensesand/or liabiliƟes arisingout of,involving, orinconnecƟon with,a Breachofthe Leaseby Lesseeand/orthe useand/or occupancyof thePremises and/orProjectby Lesseeand/or byLessee's employees,contractorsor invitees. Ifany acƟon orproceeding isbroughtagainst Lessorby reasonof anyof theforegoing maƩers, Lesseeshall upon noƟce defendthesame atLessee's expensebycounsel reasonably saƟsfactory toLessorand Lessorshall cooperatewith Lesseein suchdefense. Lessorneed nothave ﬁrstpaidany suchclaim inorderto bedefended or indemniﬁed.

8.8 ExempƟon ofLessor andits AgentsfromLiability. Notwithstanding thenegligenceor breachof thisLeaseby Lessoror itsagents, neitherLessornor its agentsshall beliable underanycircumstances for:(i) injuryor damagetothe personor goods,wares,merchandise orother propertyofLessee, Lessee'semployees, contractors,invitees, customers,or anyotherperson inor aboutthe Premises,fromany cause,(ii) anydamagesarising fromany actorneglect ofany othertenant of Lessoror fromthe failureofLessor orits agentsto enforcetheprovisions ofany otherleasein theProject, or(iii)injury toLessee's businessor foranyloss ofincome or proﬁt therefrom. Instead,itis intendedthat Lessee'ssole recourseinthe eventof suchdamagesor injurybe to ﬁlea claimon theinsurance policy(ies)thatLessee isrequired tomaintain pursuanttothe provisionsof paragraph8.

8.9 Failure toProvide Insurance.FailuretoProvideInsurance.Lesseeacknowledgesthatanyfailureonits parttoobtainormaintaintheinsurancerequiredhereinwillexposeLessortorisksandpotentially causeLessortoincurcostsnotcontemplatedbythisLease.LesseeshalldefendandindemnifyLessor fromandagainstsuchrisksasprovidedinParagraph8.7. Lesseeacknowledges thatanyfailure onits parttoobtain ormaintain theinsurance requiredherein willexposeLessor torisks and potenƟally causeLessorto incurcosts notcontemplatedby thisLease, theextentof whichwill be DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 extremely diﬃcult toascertain. Accordingly,for anymonth or porƟon thereofthatLessee doesnot maintaintherequired insuranceand/or doesnotprovide Lessor withthe requiredbinders or cerƟﬁcatesevidencing theexistence ofthe requiredinsurance,the BaseRent shallbe automaƟcally increased,without anyrequirement for noƟce toLessee, byanamount equalto 10%of thethen exisƟng BaseRent or$100,whichever isgreater. The parƟes agreethat suchincrease inBaseRent representsfair andreasonable compensaƟonforthe addiƟonalrisk/costs thatLessor willincurby reasonof Lessee'sfailureto maintainthe requiredinsurance. Such increasein BaseRent shallinno event consƟtute awaiver ofLessee'sDefault orBreach withrespectto thefailure tomaintainsuch insurance,prevent theexercise of anyof theother rightsandremedies grantedhereunder,norrelieve Lesseeofits obligaƟonto maintaintheinsurance speciﬁedin thisLease.

9. SeeAddendum Damageor DestrucƟon.

9.1 Insured Loss. Ifthe improvementsonthe Premisesare damagedandsuch damageis anInsuredLoss, thenLessor shall,at Lessor'sexpense,repair such damage(but notLessee's TradeFixturesor LesseeOwned AlteraƟonsand UƟlity InstallaƟons)as soonas reasonablypossibleand thisLease shall conƟnuein fullforce and eﬀect; provided,however,thatLesseeshall, atLessor's elecƟon,make therepairof anydamage or destrucƟonthe totalcost torepairof whichis $10,000or less, and,in suchevent, Lessorshallmake anyapplicable insuranceproceeds availabletoLessee ona reasonablebasisfor thatpurpose. Notwithstandingthe foregoing,if therequired insurancewas notinforce orthe insuranceproceeds arenot suﬃcient to eﬀect suchrepair,the InsuringParty shallpromptlycontribute theshortage in proceeds(except asto the deducƟblewhich isLessee's responsibility)as andwhenrequired tocomplete saidrepairs. In theevent,however,suchshortage wasdue tothe factthat, byreasonof theunique natureof theimprovements,full replacementcost insurancecoveragewas notcommercially reasonableandavailable, Lessor shallhave no obligaƟon topayfor theshortage ininsurance proceedsorto fullyrestore theuniqueaspects ofthe Premises.

9.2 Uninsured Loss. Ifthe improvementsonthe Premisesare damagedandsuch damageis notanInsured Loss,unless causedby anegligentor willfulact of Lessee(in whichevent Lesseeshallmake therepairs atLessee's expense),Lessormay either: (i)repairsuch damageas soonasreasonably possibleat Lessor's expense,in whichevent thisLeaseshall conƟnuein fullforce and eﬀect,or (ii)terminate thisLeaseby giving wriƩen noƟcetoLessee within30 days aŌer receiptby Lessorof knowledgeof theoccurrenceof suchdamage. Such terminaƟonshallbe eﬀecƟve60 daysfollowingthe dateof such noƟce.

9.3 AbatementofRent; Lessee'sRemedies.
(a) Abatement. In theeventthe improvementson thePremises aredamagedor aHazardous Substance CondiƟonfor whichLessee isnotresponsible underthis Leaseoccurs ('HazardousSubstance CondiƟon' shallmean theoccurrence ordiscoveryof a condiƟon involvingthepresence of,or a contaminaƟonby,a HazardousSubstance onor underthePremises whichrequires remediaƟon),the Rentpayableby Lesseefor theperiodrequired forthe repair, remediaƟonor restoraƟonof suchdamage shallbeabated in proporƟon tothe degreetowhich Lessee'suse ofthePremises isimpaired, butnotto exceedthe proceedsreceived fromthe RentalValueinsurance. All other obligaƟons ofLessee hereundershallbe performedby Lessee,andLessor shallhave noliabilityfor anysuch damage, destrucƟon, remediaƟon, repairor restoraƟonexceptas providedherein. (b) Remedies. IfLessor isobligatedto repairor restorethePremises anddoes notcommence, ina substanƟal andmeaningful way,suchrepair or restoraƟonwithin 90days aŌersuch obligaƟon shallaccrue, Lesseemay,atany Ɵme priorto thecommencementof suchrepair or restoraƟon,give wriƩen noƟce to Lessorand toany Lendersofwhich Lesseehas actual noƟce, ofLessee's elecƟon toterminate thisLeaseon adate notlessthan 60days followingthe givingofsuch noƟce. IfLessee givessuch noƟce andsuch repairor restoraƟonisnot commencedwithin 30days thereaŌer ,thisLease shallterminateas ofthe date speciﬁed insaid noƟce. Ifthe repairor restoraƟoniscommenced withinsuch 30days,this Leaseshall conƟnueinfull forceand eﬀect. "Commence" shallmean eitherthe uncondiƟonal authorizaƟon ofthe preparaƟonofthe requiredplans, orthe beginningofthe actualwork onthePremises, whichever ﬁrst occurs.

9.4 TerminaƟon;AdvancePayments. Upon terminaƟonofthis Leasepursuant toParagraph 6.2(g)orParagraph9,an equitableadjustmentshall bemade concerningadvance BaseRent andanyother advancepayments madeby LesseetoLessor. Lessor shall,in addiƟon, returnto Lesseesomuch ofLessee's Security Depositas hasnot been,oris notthen requiredto be,usedby Lessor.

9.5 Waive Statutes. Lessorand Lesseeagreethat theterms ofthisLease shallgovern the eﬀectof anydamage toor destrucƟonofthe Premiseswith respect tothe terminaƟonof thisLeaseand herebywaive theprovisions ofanypresent orfuture statutetothe extentinconsistent herewith.

10. Real PropertyTaxes.

10.1 DeﬁniƟon. Asused herein,the term"RealProperty Taxes"shall includeanyform ofassessment; realestate,general, special,ordinary orextraordinary,or rentallevy ortax (otherthaninheritance, personalincome orestatetaxes);improvementbond; and/orlicense feeimposedupon orlevied againstanylegal or equitableinterest ofLessor inthePremises orthe Project,Lessor's righttoother incometherefrom, and/orLessor'sbusiness ofleasing, byanyauthority havingthe director indirectpower totaxand wherethe fundsare generatedwithreference tothe Buildingaddress. RealProperty Taxesshallalso includeany tax,fee, levy, assessmentor charge,or anyincreasetherein: (i)imposed byreason ofeventsoccurring duringthe termofthis Lease,including butnotlimited to,a changein the ownershipof thePremises, and(ii)levied orassessed onmachinery orequipmentprovided byLessor toLesseepursuant tothis Lease.

10.2 Payment ofTaxes. Lessorshall paytheReal PropertyTaxesapplicabletothe Premisesinthefollowingmanner: provided,however,that Lesseeshall payto Lessortheamount, ifany,bywhich RealPropertyTaxesapplicableto thePremisesincrease overthe ﬁscaltaxyear duringwhich the CommencementDate Occurs("TaxIncrease"). Paymentof anysuch TaxIncrease shallbemade byLessee toLessor within30days aŌerreceipt ofLessor's wriƩen statement seƫng forththe amountdueand computaƟonthereof. If anysuchtaxes shallcover anyperiodof Ɵmeprior toor aŌer the expiraƟon or terminaƟon ofthis Lease,Lessee's shareof suchtaxesshall beprorated tocover onlythat porƟon ofthe taxbillapplicable tothe periodthatthis Leaseis in eﬀect. Inthe eventlessee incursa latecharge onanyRentpayment,Lessor may esƟmate thecurrentReal PropertyTaxes,andrequirethat theTaxIncreasebe paidinadvance toLessor by Lesseemonthly inadvance withthepayment ofthe BaseRent. Suchmonthly paymentshall beanamount equalto theamountof the esƟmated installmentof the TaxIncreasedividedby thenumber ofmonthsremaining beforethe monthin whichsaidinstallment becomesdelinquent. Whenthe actualamount oftheapplicable TaxIncreaseisknown, theamount ofsuchequal monthlyadvance paymentsshall beadjustedas requiredto providethefunds neededto paytheapplicable Tax Increase. Ifthe amountcollected byLessoris insuﬃcientto paytheTaxIncreasewhen due,Lessee shallpay Lessor,upondemand, such addiƟonal sumsasare necessaryto paysuch obligaƟons. Advance paymentsmay beintermingled withothermoneys ofLessor andshallnot bearinterest. In theeventof aBreach by Lesseein theperformance ofits obligaƟons underthis Lease,then anysuchadvance paymentsmay betreatedby Lessoras an addiƟonalSecurity Deposit.

10.3 AddiƟonalImprovements. Notwithstanding anythingtothe contraryin thisParagraph10.2,Lesseeshall payto Lessorupondemand thereforthe enƟrety of anyincreasein RealProperty Taxesassessedby reasonof AlteraƟonsor UƟlity InstallaƟonsplaced uponthe PremisesbyLessee orat Lessee'srequestor byreason ofany alteraƟonsor improvementstothe Premisesmade byLessor subsequenttothe execuƟonof thisLeaseby the ParƟes.

10.4 Joint Assessment. If thePremises arenotseparately assessed,Lessee's liabilityshall beanequitable proporƟonof theTaxIncrease forall oftheland and improvementsincluded withinthe taxparcelassessed, such proporƟon tobe conclusivelydeterminedby Lessorfrom the respecƟve valuaƟons assignedin the assessor'swork sheetsor suchother informaƟon asmay bereasonably available.

10.5 PersonalProperty Taxes. Lesseeshallpay,priorto delinquency,all taxesassessedagainst andlevied uponLesseeOwned AlteraƟons, UƟlity InstallaƟons, TradeFixtures, furnishings,equipment andallpersonal propertyof Lessee. Whenpossible,Lessee shallcause itsLesseeOwned AlteraƟonsand UƟlity InstallaƟons, TradeFixtures, furnishings,equipment andallother personalproperty tobe assessedandbilled separatelyfrom therealproperty ofLessor. Ifany ofLessee's said DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 propertyshall beassessed withLessor'sreal property,Lessee shallpay Lessorthetaxes aƩributableto Lessee'spropertywithin 10days aŌerreceiptof a wriƩen statement seƫng forththe taxesapplicableto Lessee'sproperty.

11. UƟliƟes andServices.

11.1 Lessee shallpayfor allwater,gas,heat,light, power,telephone, trashdisposaland other uƟliƟes andservicessupplied tothe Premises,together withany taxesthereon. If anysuchservices arenot separatelymetered orbilledto Lessee,Lessee shallpaya reasonable proporƟon, tobedetermined byLessor,ofall charges jointlymetered orbilled. Thereshall beno abatementof rentandLessor shallnot beliablein anyrespect whatsoeverforthe inadequacy,stoppage, interrupƟonor disconƟnuanceof any uƟlity orservicedue toriot, strike,labor dispute,breakdown,accident, repairor othercausebeyond Lessor'sreasonable controlorin cooperaƟonwith governmentalrequest or direcƟons.

11.2 Within ﬁŌeendaysof Lessor's wriƩen request,Lesseeagrees todeliver toLessorsuch informaƟon,documents and/or authorizaƟonas Lessorneeds in orderfor Lessorto complywithnew or exisƟng ApplicableRequirements relaƟngtocommercial buildingenergy usage, raƟngs,and/or the reporƟng thereof.

12. Assignment and Subleƫng.

12.1 Lessor's ConsentRequired.
(a) Lessee shallnot voluntarilyorby operaƟonof lawassign, transfer,mortgageor encumber(collecƟvely, "assignorassignment") orsublet allorany partof Lessee'sinterest inthisLease orin thePremises withoutLessor'sprior wriƩenconsent,whichLessormayprovideordenyinits soleandabsolutediscretion.
(b) UnlessLessee isa corporaƟonandits stockis publiclytradedon a naƟonal stockexchange, achangein thecontrol ofLesseeshall consƟtutean assignmentrequiring consent. Thetransfer,on a cumulaƟve basis,of 25%ormore ofthe voƟngcontrolof Lesseeshall consƟtuteachange incontrol forthis purpose.

Lessee’sagreementwithTouchstoneGolf,LLC,aDelawarelimitedliabilitycompany (“Touchstone”)(orotheroperator)fortheoperationofagolfcourseonthePremises,shallnotbe deemedanassignmentorsublease. IntheeventthatLesseeelectstoengageanotheroperatorto replaceTouchstone,LesseeshallprovidenoticetoLessorwithinten(10)businessdays. (c) Theinvolvement ofLessee oritsassets inany transacƟon,orseries of transacƟons (byway ofmerger,sale, acquisiƟon, ﬁnancing, transfer,leveraged buyoutor otherwise), whether ornota formalassignment or hypothecaƟon ofthisLease orLessee's assetsoccurs,which resultsor willresultin a reducƟon ofthe NetWorthofLessee byanamount greaterthan 25%of suchNetWorth asit wasrepresentedat the Ɵme ofthe execuƟon ofthis Leaseor atthe Ɵme ofthe most recentassignment towhich Lessorhasconsented, oras itexists immediatelypriorto said transacƟon or transacƟons consƟtuƟng such reducƟon, whicheverwasor is greater,shall beconsidered anassignmentof thisLease towhich Lessormaywithhold itsconsent. "NetWorth ofLessee" shallmeanthe networth ofLessee (excludingany guarantors)established undergenerallyaccepted accounƟngprinciples. (d) Anassignment or subleƫng withoutconsentshall, atLessor's opƟon,bea Defaultcurable aŌer noƟce perParagraph13.1(d), ora non-curableBreach withoutthe necessityof any noƟceand graceperiod.IfLessorelectstotreatsuchunapprovedassignmentasa non-curableBreach,LessormayterminatethisLease. IfLessor electstotreat suchunapproved assignmentor subleƫng asa non-curableBreach, Lessormay either:(i)terminate thisLease, or(ii) upon30days wriƩennoƟce, increasethemonthly BaseRent to110%of theBase Rentthen in eﬀect. Further,in theeventof suchBreach andrental adjustment,(i)the purchaseprice ofany opƟon topurchase thePremisesheld byLessee shallbe subjectto similaradjustment to110% oftheprice previouslyin eﬀect,and (ii)all ﬁxed andnon-ﬁxed rentaladjustmentsscheduled duringthe remainderofthe Leaseterm shall beincreased to110% ofthescheduled adjustedrent.
(e) Lessee's remedyforany breachof Paragraph12.1 byLessorshall belimited tocompensatorydamages and/or injuncƟve relief. (f) Lessor mayreasonablywithhold consentto aproposedassignment or subleƫng ifLesseeis inDefault atthe Ɵmeconsentis requested. (g) Notwithstanding theforegoing, allowinga deminimis porƟon ofthe Premises,i.e.20 squarefeet orless,to beused bya thirdpartyvendor in connecƟonwith the installaƟon ofavending machineor payphoneshall not consƟtutea subleƫng.

12.2 Termsand CondiƟonsApplicable toAssignment and Subleƫng. (a) Regardless ofLessor's consent,noassignment or subleƫng shall: (i)be eﬀecƟvewithoutthe express wriƩen assumpƟon bysuch assigneeor sublesseeof the obligaƟons ofLesseeunder thisLease, (ii)release Lesseeofany obligaƟonshereunder,or(iii)alter theprimary liabilityofLessee forthe paymentof Rentor forthe performanceofany other obligaƟons tobe performedbyLessee. (b) Lessormay acceptRent orperformanceof Lessee's obligaƟons fromanyperson otherthan Lesseepending approvalordisapproval ofan assignment.

Neithera delayin theapprovalor disapprovalof suchassignment northeacceptance ofRent orperformanceshall consƟtutea waiverorestoppel ofLessor's rightto exerciseits remediesfor Lessee'sDefaultor Breach.
(c) Lessor'sconsent toany assignmentor subleƫng shallnot consƟtutea consenttoany subsequentassignment or subleƫng. (d) Inthe eventof anyDefaultor Breachby Lessee,Lessormay proceeddirectly againstLessee, anyGuarantorsor anyoneelse responsibleforthe performanceof Lessee's obligaƟons underthisLease, includingany assigneeor sublessee, without ﬁrst exhausƟngLessor's remediesagainstany otherperson or enƟtyresponsible thereforto Lessor,orany securityheld byLessor. (e) Each requestforconsent toan assignmentor subleƫngshallbe in wriƟng, accompaniedbyinformaƟon relevantto Lessor's determinaƟonas tothe ﬁnancialand operaƟonalresponsibility andappropriatenessof theproposed assigneeor sublessee,includingbut notlimited totheintended useand/or required modiﬁcaƟonof thePremises, ifany,together witha feeof $500as consideraƟon forLessor's consideringandprocessing saidrequest. Lesseeagrees toprovide Lessor withsuch otheror addiƟonal informaƟonand/or documentaƟonas maybe reasonablyrequested.(See alsoParagraph36) (f) Any assigneeof,or sublesseeunder,thisLeaseshall, byreason of accepƟngsuch assignment,entering intosuch sublease,orentering intopossession ofthe Premisesor any porƟonthereof,bedeemed tohave assumedandagreed toconform andcomplywith eachand everyterm,covenant, condiƟonand obligaƟon hereinto beobserved orperformedby Lesseeduring theterm ofsaidassignment orsublease, otherthansuch obligaƟonsas arecontraryto orinconsistent with provisionsof anassignment orsubleaseto whichLessor has speciﬁcally consentedtoin wriƟng. (g) Lessor's consentto anyassignment or subleƫngshall nottransfer totheassignee orsublessee any OpƟongranted tothe originalLessee bythisLease unlesssuch transferis speciﬁcallyconsentedto byLessor in wriƟng. (SeeParagraph39.2)

12.3 AddiƟonal Termsand CondiƟons Applicableto Subleƫng. The followingterms and condiƟonsshall applyto any subleƫngby Lesseeof allor anypartof thePremises andshall bedeemedincluded inall subleasesunder thisLeasewhether ornot expresslyincorporatedtherein:
(a) Lessee herebyassigns andtransfersto Lessorall ofLessee's interestinall Rentpayable onanysublease, andLessor maycollectsuch Rentand apply sametoward Lessee's obligaƟons underthisLease; provided,however,that unƟl aBreachshall occurin theperformanceof Lessee's obligaƟons, Lesseemaycollect DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 saidRent. In theeventthat theamount collectedby LessorexceedsLessee's thenoutstanding obligaƟonsanysuch excessshall berefundedto Lessee. Lessorshall not,by reasonof theforegoingor anyassignment ofsuch sublease,norby reasonof the collecƟonof Rent,be deemedliableto thesublessee forany failureofLessee toperform andcomply withanyof Lessee's obligaƟons tosuch sublessee. Lessee herebyirrevocably authorizesanddirects anysuch sublessee,uponreceipt ofa wriƩen noƟce fromLessor staƟngthata Breachexists inthe performanceofLessee's obligaƟonsunder thisLease,to payto LessorallRent dueand tobecome due underthe sublease. Sublesseeshallrely uponany such noƟce fromLessorand shallpay allRentsto Lessorwithout any obligaƟonor rightto inquireas towhether suchBreach exists,notwithstanding anyclaimfrom Lesseeto thecontrary. (b) Inthe eventof aBreachby Lessee,Lessor may,atits opƟon,require sublesseeto aƩorntoLessor,inwhich eventLessorshall undertakethe obligaƟonsof thesublessor undersuchsublease fromthe Ɵmeof theexerciseof said opƟon tothe expiraƟon ofsuch sublease;provided,however,Lessorshall notbe liablefor anyprepaid rentsorsecurity depositpaid bysuch sublesseetosuch sublessoror foranyprior Defaultsor Breachesofsuch sublessor. (c) Any maƩer requiringthe consentofthe sublessorunder asublease shallalsorequire theconsent ofLessor. (d) Nosublessee shallfurther assignorsublet allor anypartof thePremises withoutLessor's prior wriƩenconsent. (e) Lessor shalldelivera copyof any noƟce ofDefaultor Breachby Lesseetothe sublessee,who shallhavethe rightto curethe DefaultofLessee within thegrace period,if any, speciﬁedin such noƟce. The sublesseeshallhave aright ofreimbursementand oﬀsetfrom andagainstLessee forany suchDefaults curedby thesublessee.

13. Default; Breach;Remedies.

13.1 Default; Breach. A "Default"is deﬁnedasa failureby theLesseeto complywith orperformany ofthe terms,covenants, condiƟonsorRules and RegulaƟonsunder thisLease. A"Breach" is deﬁned asthe occurrenceofone ormore ofthefollowing Defaults,and thefailureof Lesseeto curesuch Defaultwithin anyapplicable graceperiod:
(a) The abandonmentof thePremises;the vacaƟngof thePremises priortothe expiraƟonor terminaƟonofthis Leasewithout providingacommercially reasonablelevel ofsecurity,orwherethe coverageof theproperty insurancedescribedin Paragraph8.3 isjeopardizedas aresult thereof,orwithout providing reasonableassurances tominimize potenƟalvandalism;or failureto deliverto Lessorexclusivepossession ofthe enƟrePremisesin accordanceherewith priortothe expiraƟonor terminaƟonof thisLease.
(b) Thefailure ofLessee tomakeany paymentof Rentorany SecurityDeposit requiredto bemadeby Lesseehereunder,whethertoLessor orto athird party,when due,to providereasonableevidence ofinsurance orsurety bond,orto fulﬁllany obligaƟonunderthis Leasewhich endangersorthreatens lifeor property,where suchfailure conƟnuesfora periodof 3business daysfollowing wriƩen noƟceto Lessee. THE ACCEPTANCEBY LESSOROFA PARTIALPAYMENTOF

RENTOR SECURITYDEPOSIT SHALLNOTCONSTITUTE AWAIVER OFANY OFLESSOR'SRIGHTS, INCLUDINGLESSOR'S RIGHTTORECOVER POSSESSIONOF THE PREMISES.
(c) Thefailure ofLessee toallowLessor and/orits agentsaccess tothePremises orthe commissionofwaste, actor acts consƟtuƟngpublic orprivate nuisance,and/or anillegal acƟvityonthe Premisesby Lessee,where such acƟons conƟnue fora periodof3 businessdays following wriƩen noƟce toLessee. In the eventthat Lesseecommits waste,anuisance oran illegal acƟvity asecond Ɵme then,the Lessormayelect totreat suchconductas anon-curable Breachrather thana Default.
(d) Thefailure byLessee toprovide(i) reasonable wriƩen evidenceofcompliance withApplicable Requirements,(ii) theservicecontracts, (iii)the rescissionof anunauthorized assignmentor subleƫng, (iv)an Estoppel CerƟﬁcate or ﬁnancialstatements, (v)a requested subordinaƟon,(vi) evidenceconcerning any guarantyand/or Guarantor,(vii) anydocumentrequested underParagraph 42,(viii) materialsafetydata sheets(MSDS), or(ix)any other documentaƟon or informaƟonwhich Lessormay reasonablyrequireof Lesseeunder theterms ofthisLease, whereany suchfailure conƟnues fora periodof10 daysfollowing wriƩen noƟceto Lessee.
(e) A DefaultbyLessee asto theterms, covenants, condiƟonsor provisionsof thisLease,or ofthe rulesadoptedunder Paragraph40 hereof,other than thosedescribed insubparagraphs 13.1(a),(b),(c) or(d), above,where suchDefault conƟnues fora periodof30 days aŌer wriƩen noƟce;provided, however,that if thenature ofLessee's Defaultissuch thatmore than30 daysarereasonably requiredfor itscure,then itshall notbedeemed tobe aBreach ifLesseecommences suchcure withinsaid 30dayperiod and thereaŌer diligentlyprosecutes suchcureto compleƟon. (f) The occurrenceofany ofthe followingevents: (i)the makingofany generalarrangement orassignment forthe beneﬁt ofcreditors; (ii)becominga "debtor"as deﬁnedin 11U.S.C.§ 101or anysuccessor statutethereto(unless, inthe caseofa peƟƟon ﬁled againstLessee,the sameis dismissedwithin 60days);(iii) theappointment ofa trusteeorreceiver totakepossessionof substanƟallyallof Lessee'sassets locatedatthe Premisesor ofLessee'sinterest inthis Lease,where possessionis notrestored toLesseewithin 30days; or(iv) the aƩachment, execuƟon orother judicialseizureof substanƟallyall ofLessee'sassets locatedat the Premisesor ofLessee's interestinthis Lease,where suchseizure isnotdischarged within30 days;provided,however,inthe eventthatany provisionof this subparagraphis contraryto anyapplicablelaw,suchprovision shallbe ofnoforce or eﬀect, andnot aﬀect thevalidity oftheremaining provisions. (g) The discoverythat any ﬁnancial statementofLessee orof anyGuarantorgiven toLessor wasmateriallyfalse. (h) ThecessationoftheuseofthePremisesforgolfcourseoperationsorotherAgreedUsefor aperiodexceeding180consecutivedays. Iftheperformance ofLessee's obligaƟonsunderthis Leaseis guaranteed: (i) thedeath ofa Guarantor,(ii) the terminaƟon ofaGuarantor's liabilitywith respectto thisLeaseother thanin accordancewiththe termsof suchguaranty,(iii) aGuarantor's becominginsolvent orthe subjectofa bankruptcy ﬁling, (iv)a Guarantor'srefusalto honorthe guaranty,or(v) aGuarantor's breachofits guaranty obligaƟon onan anƟcipatorybasis, andLessee's failure,within60 daysfollowing wriƩen noƟce ofanysuch event,to provide wriƩen alternaƟve assuranceor security,which,when coupledwith thethen exisƟngresourcesof Lessee,equals orexceeds thecombined ﬁnancial resourcesof Lesseeandthe Guarantorsthat existedatthe Ɵmeof execuƟonof thisLease.

13.2 Remedies. IfLessee failsto performanyof its aﬃrmaƟve duƟesor obligaƟons, within10 days aŌer wriƩen noƟce(or incase ofanemergency,without noƟce),Lessor may,at its opƟon,perform suchduty or obligaƟon onLessee'sbehalf,includingbut notlimitedto theobtaining ofreasonablyrequired bonds, insurancepolicies, orgovernmental licenses,permitsor approvals. Lesseeshall paytoLessor anamount equalto115% ofthe costsandexpenses incurredby Lessor insuch performanceupon receiptofan invoicetherefor. In theeventof aBreach, Lessormay,with orwithout further noƟceor demand,and without limiƟng Lessor inthe exerciseof anyrightor remedywhich Lessormay havebyreason ofsuch Breach:
(a) TerminateLessee'sright topossessionof thePremises byany lawfulmeans,in whichcase thisLeaseshall terminateand Lesseeshallimmediately surrenderpossession toLessor. In sucheventLessor shallbe enƟtledtorecover fromLessee: (i) theunpaidRent whichhad beenearnedat the Ɵme of terminaƟon; (ii)the worthat the Ɵmeof awardof theamount bywhichthe unpaidrent whichwouldhave beenearned aŌer terminaƟon unƟl the Ɵme ofaward exceedsthe amountof suchrental lossthatthe Lesseeproves couldhave beenreasonablyavoided; (iii)the worthatthe Ɵmeof awardofthe amountby whichthe unpaidrentfor thebalance ofthe term aŌerthe Ɵmeof awardexceedstheamountof suchrental lossthatthe Lesseeproves couldbereasonably avoided;and (iv)any otheramount necessaryto compensateLessor forallthe detrimentproximately causedby theLessee'sfailure toperform its obligaƟonsunder thisLease orwhichin theordinary courseof thingswould belikelyto resulttherefrom, includingbut notlimitedto thecost ofrecoveringpossession ofthe Premises,expensesof releƫng,including DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 necessary renovaƟon and alteraƟon ofthePremises, reasonable aƩorneys' fees,and that porƟonof anyleasing commissionpaidby Lessorin connecƟonwiththis Leaseapplicable tothe unexpiredtermof thisLease. The worthatthe Ɵmeof awardofthe amountreferredtoinprovision (iii)of theimmediately preceding sentenceshall becomputed by discounƟngsuch amountat thediscount rateofthe FederalReserve Bankofthe Districtwithin whichthePremises arelocated atthe Ɵmeof awardplus onepercent. Eﬀortsby Lessorto miƟgatedamagescaused byLessee's Breachofthis Leaseshall notwaiveLessor's rightto recoverany damagesto whichLessor isotherwise enƟtled. If terminaƟonof thisLease isobtainedthrough theprovisional remedyofunlawful detainer,Lessor shallhavethe rightto recover insuch proceedingany unpaidRentand damagesas arerecoverable therein,orLessor mayreserve therightto recoverall oranypart thereofin aseparate suit. If a noƟceand graceperiod requiredunderParagraph13.1was notpreviously given,a noƟce topay rentorquit, orto performorquit givento Lesseeunder theunlawful detainerstatute shallalso consƟtutethe noƟce requiredby Paragraph13.1. Insuch case,the applicablegraceperiod requiredby Paragraph13.1and theunlawful detainerstatute shallrun concurrently,andthe failureof Lesseeto curetheDefault withinthe greaterofthe twosuch graceperiodsshall consƟtuteboth anunlawful detainerand aBreach ofthisLease enƟtlingLessor tothe remediesprovidedfor inthis Leaseand/orby saidstatute. (b) ConƟnuethe Leaseand Lessee'srightto possessionand recovertheRent asit becomesdue, inwhichevent Lesseemay subletorassign, subjectonly toreasonable limitaƟons. Actsofmaintenance, eﬀortsto relet,and/or theappointmentof areceiver toprotectthe Lessor'sinterests, shallnot consƟtute a terminaƟonof theLessee's righttopossession.
(c) Pursueany otherremedy nowor hereaŌer availableunder thelaws orjudicialdecisions ofthe statewhereinthe Premisesare located. The expiraƟon or terminaƟon ofthis Leaseand/orthe terminaƟonof Lessee'sright topossessionshall notrelieve Lesseefromliability underany indemnityprovisionsof thisLease asto maƩersoccurring oraccruingduring theterm hereofor byreasonof Lessee'soccupancy ofthePremises.

13.3 Inducement Recapture. Any agreementfor freeorabated rentor othercharges, thecostof tenantimprovements forLesseepaid foror performedby Lessor,or forthe givingorpaying byLessor toor forLesseeof anycash orotherbonus, inducementor consideraƟonforLessee's enteringinto thisLease, allofwhich concessionsare hereinaŌerreferredtoas"Inducement Provisions,"shall bedeemed condiƟoneduponLessee's fulland faithfulperformanceof allof theterms, covenantsand condiƟonsof thisLease. UponBreach ofthis LeasebyLessee, anysuch InducementProvisionshall automaƟcallybe deemeddeletedfrom thisLease andof nofurther forceor eﬀect, andany rent,other charge,bonus,inducement or consideraƟon theretoforeabated,given orpaid byLessorunder suchan InducementProvision shallbe immediatelydueand payableby Lesseeto Lessor,notwithstandingany subsequentcure ofsaidBreach byLessee. Theacceptance by Lessorof rentor thecureof theBreach which iniƟated the operaƟonof thisparagraph shallnotbe deemeda waiverbyLessor ofthe provisionsof thisparagraph unless speciﬁcally sostated in wriƟngby Lessorat the Ɵme ofsuchacceptance.

13.4 LateCharges. Lessee herebyacknowledgesthat latepayment byLessee ofRentwill causeLessor toincurcosts notcontemplated bythisLease, theexact amountof whichwill beextremely diﬃcult toascertain. Such costsinclude,but arenot limitedto,processing and accounƟng charges,andlate chargeswhich maybe imposedupon Lessorby anyLender. Accordingly,if anyRent shallnotbe receivedby Lessorwithin5 days aŌer suchamountshall bedue, then,without any requirementfor noƟceto Lessee,Lesseeshall immediatelypay toLessor aone-Ɵmelate chargeequal to10%of eachsuch overdueamountor $100,whichever is greater. The ParƟes herebyagreethat suchlate chargerepresents afairand reasonable esƟmate ofthecosts Lessorwill incurbyreason ofsuch latepayment.

Acceptanceof suchlate chargebyLessor shallin noevent consƟtuteawaiver ofLessee's DefaultorBreach withrespect tosuchoverdue amount,nor preventthe exerciseof anyof theotherrights andremedies grantedhereunder. Inthe eventthat alatecharge ispayable hereunder,whetheror notcollected, for3 consecuƟve installmentsof BaseRent, thennotwithstandingany provisionof thisLease tothecontrary,BaseRent shall,atLessor's opƟon,become dueandpayable quarterlyin advance.

13.5 Interest. Anymonetary paymentdue Lessorhereunder,other thanlate charges,notreceived byLessor,whendueshall bearinterest fromthe 31stday aŌerit wasdue. Theinterest ("Interest")charged shallbe computedatthe rateof 10%perannum butshall notexceedthe maximumrate allowedby law. Interest is payablein addiƟonto the potenƟallate chargeprovided forin Paragraph13.4.

13.6 Breach byLessor.
(a) NoƟce ofBreach. Lessorshall notbe deemedin breachofthis Leaseunless Lessorfailswithin areasonable Ɵmetoperform an obligaƟon requiredto beperformed byLessor. Forpurposes ofthis Paragraph,a reasonable Ɵmeshall inno eventbeless than30 days aŌerreceipt byLessor,andany Lenderwhosename andaddress shallhave beenfurnishedto Lesseein wriƟngfor suchpurpose,of wriƩen noƟce specifyingwhereinsuch obligaƟonof Lessorhasnot beenperformed; provided,however,thatif thenatureof Lessor's obligaƟon issuch thatmorethan 30days arereasonablyrequired forits performance,thenLessor shallnot bein breachif performanceis commencedwithinsuch 30day periodand thereaŌerdiligentlypursued tocompleƟon. (b) Performanceby Lesseeon BehalfofLessor. In theeventthat neitherLessor norLender curessaidbreach within30 days aŌerreceipt ofsaid noƟce, orif havingcommenced saidcurethey donot diligentlypursue itto compleƟon, thenLessee mayelectto curesaid breachatLessee's expenseand oﬀsetfrom Rent theactual andreasonable costtoperform suchcure, providedhowever,thatsuch oﬀset shallnot exceedanamount equalto thegreaterof onemonth's BaseRent or theSecurity Deposit,reserving Lessee'srightto seekreimbursement fromLessor foranysuch expensein excessofsuch oﬀset. Lesseeshalldocument thecost ofsaid cureand supplysaid documentaƟontoLessor.

14. CondemnaƟon. If thePremisesor any porƟon thereofaretakenunderthe powerof eminentdomainor soldunder thethreatof theexercise ofsaidpower (collecƟvely"CondemnaƟon"), thisLease shallterminateas tothe parttakenasofthe datethe condemningauthoritytakes Ɵtleor possession,whichever ﬁrst occurs.

Ifmore than25% ofthePremises, istakenby CondemnaƟon, Lesseemay,at Lessee's opƟon, tobeexercisedin wriƟng within10days aŌerLessor shallhave given Lessee wriƩen noƟceof suchtaking(or inthe absenceof such noƟce,within 10days aŌerthecondemning authorityshall havetakenpossession) terminatethis Lease asof thedate thecondemningauthority takessuch possession. IfLesseedoes notterminate thisLeasein accordancewith theforegoing,this Leaseshall remainin fullforce and eﬀect astothe porƟonof thePremises remaining,exceptthat theBase Rentshallbe reducedin proporƟontothe reducƟonin uƟlityof thePremises causedby such CondemnaƟon. CondemnaƟonawards and/orpayments shallbe thepropertyof Lessor,whether suchawardshall bemade as compensaƟonfor diminuƟonin valueof theleasehold,the valueof thepart taken,orfor severancedamages; provided,however,that Lesseeshall be enƟtledto any compensaƟon paid bythe condemnorfor Lessee's relocaƟonexpenses, lossof businessgoodwill and/orTradeFixtures, withoutregard towhetheror notthis Leaseisterminated pursuantto theprovisions ofthisParagraph. All AlteraƟonsand UƟlity InstallaƟonsmade tothe PremisesbyLessee, forpurposes of CondemnaƟononly,shallbe consideredthe propertyof theLesseeand Lesseeshall be enƟtled toanyand all compensaƟon whichispayable therefor. Intheevent thatthis Leaseis not terminatedby reasonof the CondemnaƟon,Lessor shallrepair anydamage tothePremises causedby such CondemnaƟon.

15. Brokerage Fees.

15.1 AddiƟonal Commission. In addiƟonto thepaymentsowed pursuantto Paragraph1.9 above,Lessoragrees that: (a)ifLessee exercisesany OpƟon,(b)if Lesseeor anyone aﬃliated withLesseeacquires anyrights tothe Premisesorother premisesowned byLessorand locatedwithin thesameProject, ifany,within whichthe Premisesis located,(c)if Lesseeremains inpossession ofthePremises, withthe consentofLessor, aŌerthe expiraƟonofthis Lease,or (d)if BaseRentis increased,whether byagreement or operaƟonof an escalaƟon clauseherein, then,Lessorshall payBrokersafeein accordancewith thefeeschedule ofthe Brokersin eﬀectat the Ɵme theLeasewas executed. Theprovisions ofthisparagraph areintended tosupersedethe provisionsof anyearlieragreement tothe contrary.

15.2 AssumpƟon of ObligaƟons. Anybuyer ortransfereeof Lessor'sinterest inthisLease shallbe deemedtohave assumedLessor's obligaƟonhereunder.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Brokersshall bethird party beneﬁciariesof theprovisions ofParagraphs 1.9,15,22 and31.

15.3 RepresentaƟons and IndemniƟesof Broker RelaƟonships. Lesseeand Lessoreach representandwarrant tothe otherthatit hashad nodealings withany person, ﬁrm, broker,agent or ﬁnder (otherthanthe Brokersand Agents,ifany) in connecƟon withthis Lease,andthat noone otherthan saidnamedBrokersand Agents is enƟtledto anycommission or ﬁnder'sfeein connecƟon herewith. Lessee andLessor doeach herebyagreeto indemnify,protect, defendandhold theother harmlessfrom andagainst liabilityfor compensaƟon orcharges whichmay beclaimedby anysuch unnamedbroker,ﬁnder orother similarpartyby reasonof any dealingsor acƟonsof theindemnifyingParty,includingany costs,expenses, aƩorneys'feesreasonably incurredwith respectthereto.

16. Estoppel CerƟﬁcates.
(a) Each Party(as "RespondingParty")shall within10 days aŌer wriƩen noƟcefrom theother Party(the"RequesƟng Party")execute, acknowledgeand deliverto the RequesƟng Partyastatement in wriƟng inform similartothe thenmost current"Estoppel CerƟﬁcate" formpublished byAIRCRE, plussuch addiƟonal informaƟon, conﬁrmaƟon and/orstatements asmaybe reasonablyrequested bythe RequesƟngParty. (b) Ifthe RespondingParty shallfailto executeor delivertheEstoppel CerƟﬁcatewithin such10 dayperiod,the RequesƟngParty mayexecutean Estoppel CerƟﬁcate staƟngthat: (i)theLease isin fullforce and eﬀectwithout modiﬁcaƟonexcept asmaybe representedby the RequesƟngParty,(ii)there areno uncureddefaults inthe RequesƟngParty'sperformance, and(iii) ifLessor isthe RequesƟng Party,not morethanone month'srent hasbeenpaid inadvance.

ProspecƟvepurchasers andencumbrancers mayrelyupon the RequesƟng Party'sEstoppel CerƟﬁcate,andthe RespondingParty shallbeestopped fromdenying the truthof thefacts containedinsaid CerƟﬁcate. In addiƟon, Lesseeacknowledgesthat anyfailure onits parttoprovide suchan Estoppel CerƟﬁcatewill exposeLessor torisks and potenƟally causeLessorto incurcosts notcontemplated bythisLease, theextent ofwhichwill beextremely diﬃculttoascertain. Accordingly,shouldthe Lesseefail toexecute and/ordelivera requestedEstoppel CerƟﬁcatein a Ɵmelyfashion themonthly BaseRentshall be automaƟcally increased,withoutany requirementfor noƟceto Lessee,byan amountequal to10% ofthethen exisƟngBase Rentor$100, whicheveris greaterforremainder ofthe Lease. The ParƟes agreethat suchincrease inBaseRent representsfair andreasonable compensaƟonforthe addiƟonalrisk/costs thatLessorwill incurby reasonofLessee's failureto providethe Estoppel CerƟﬁcate. Suchincrease inBase Rentshall innoevent consƟtutea waiverofLessee's Defaultor Breachwithrespect tothe failureto provide theEstoppel CerƟﬁcatenor preventtheexercise ofany ofthe otherrightsand remediesgranted hereunder. (c) IfLessor desiresto ﬁnance, reﬁnance,or sellthe Premises,or anypartthereof,Lesseeand allGuarantorsshall within10 days aŌer wriƩen noƟce fromLessor deliverto any potenƟallender orpurchaser designatedby Lessorsuch ﬁnancial statementsas maybereasonably requiredby suchlenderor purchaser, includingbut notlimited toLessee's ﬁnancial statementsfor thepast 3years. Allsuch ﬁnancialstatementsshall bereceived byLessorand suchlender orpurchaser in conﬁdenceand shallbe usedonlyfor thepurposes hereinset forth.

17. DeﬁniƟon ofLessor. Theterm "Lessor"as usedhereinshall meanthe owneror ownersatthe Ɵmein quesƟonofthe fee Ɵtle tothePremises, or,if thisis a sublease,of theLessee's interestinthe priorlease. In theeventof atransfer ofLessor's Ɵtle orinterest inthePremises orthis Lease,Lessor shalldeliverto the transfereeor assignee(in cashorby credit)any unusedSecurity Depositheldby Lessor. Uponsuchtransfer orassignment anddeliveryof theSecurity Deposit,as aforesaid,the priorLessor shallberelieved ofall liabilitywith respecttothe obligaƟonsand/or covenantsunderthis Lease thereaŌer tobeperformed bythe Lessor.

Subjectto theforegoing, the obligaƟonsand/or covenantsin thisLease tobeperformed bythe Lessorshallbe bindingonly upontheLessor ashereinabove deﬁned.

18. Severability. The invalidityofany provisionof thisLease,as determinedby acourt ofcompetent jurisdicƟon, shallin noway aﬀect thevalidity ofanyother provisionhereof.

19. Days. Unless otherwise speciﬁcallyindicated tothe contrary,theword "days"as usedin thisLeaseshall meanand refertocalendar days.

20. LimitaƟon onLiability. The obligaƟons ofLessor underthisLease shallnot consƟtutepersonal obligaƟonsofLessor,orits partners,members,directors, oﬃcers orshareholders, andLessee shalllookto thePremises, andto nootherassets ofLessor,forthe saƟsfacƟon ofany liabilityofLessor withrespect tothis Lease,and shallnot seekrecourse againstLessor'spartners, members,directors, oﬃcersor shareholders,orany oftheir personalassetsfor such saƟsfacƟon.

21. Time ofEssence. Timeis ofthe essencewithrespect tothe performanceof all obligaƟonsto beperformed orobservedby the ParƟes underthisLease.

22. No Prioror OtherAgreements;Broker Disclaimer. ThisLeasecontains allagreements betweenthe ParƟeswithrespect toany maƩer menƟonedherein, andno otherprior orcontemporaneous agreementorunderstanding shallbe eﬀecƟve. LessorandLessee eachrepresents andwarrants totheBrokersthatit hasmade,and isrelying solelyupon, itsown invesƟgaƟon asto thenature, quality,characterand ﬁnancialresponsibility oftheother Partyto thisLeaseand asto theuse, nature, qualityand characterof thePremises. Brokershave noresponsibility withrespectthereto orwith respectto anydefaultor breachhereof byeitherParty.

23. NoƟces.

23.1 NoƟce Requirements. All noƟcesrequired or permiƩedby thisLease orapplicablelaw shallbe in wriƟngand maybe deliveredin person(byhand orby courier)or maybe sentbyregular, cerƟﬁedor registeredmail orU.S.PostalServiceExpress Mail,withpostage prepaid,or byfacsimiletransmission, orby email,and shallbe deemed suﬃciently givenifserved ina manner speciﬁed inthisParagraph23. Theaddressesnoted adjacentto aParty'ssignature onthis Leaseshall bethat Party'saddress fordelivery ormailingof noƟces. EitherParty mayby wriƩen noƟceto theotherspecify a diﬀerent addressfor noƟce, exceptthat uponLessee's takingpossession ofthe Premises,thePremises shall consƟtute Lessee'saddress for noƟce. Acopy ofall noƟces toLessor shallbeconcurrently transmiƩedto such partyor parƟesat suchaddressesas Lessormay from Ɵme to Ɵme hereaŌer designatein wriƟng.

23.2 Date of NoƟce. Any noƟce sentbyregistered or cerƟﬁed mail,returnreceipt requested,shall bedeemedgiven onthe dateof deliveryshownon the receiptcard, orif nodeliverydate isshown, thepostmark thereon. If sentby regularmailthe noƟceshall bedeemedgiven 72hours aŌerthe sameisaddressed as requiredherein andmailed withpostageprepaid. NoƟces deliveredby UnitedStatesExpress Mailor overnightcourierthat guaranteesnext daydeliveryshall be deemedgiven 24hours aŌerdeliveryof thesame tothe PostalServiceor courier. NoƟcesdeliveredby hand,or transmiƩedbyfacsimile transmissionor byemail shallbe deemeddelivered uponactualreceipt. If noƟceis receivedona Saturday,Sunday orlegalholiday,itshall bedeemedreceived onthe nextbusiness day.

23.3 OpƟons. Notwithstandingthe foregoing,in ordertoexercise any OpƟons (seeparagraph39), the NoƟce mustbesent by CerƟﬁed Mail(return receipt requested),Express Mail(signature required),courier(signature required)or someother methodologythatprovides areceipt establishingthedate the noƟce was receivedby theLessor.

24. Waivers.
(a) No waiverby Lessorofthe Defaultor Breachof anyterm,covenant or condiƟon hereofbyLessee, shallbe deemedawaiver ofany otherterm, covenantor condiƟonhereof,orofany subsequentDefault orBreach byLesseeof thesame orofany otherterm, covenantor condiƟon hereof. Lessor'sconsent to, orapproval of,any actshallnot bedeemed torender unnecessarytheobtaining ofLessor's consentto,or approvalof,anysubsequentor similaract byLessee, orbe construedas thebasis ofanestoppel toenforce theprovision orprovisionsof thisLease requiringsuchconsent. (b) Theacceptance ofRent byLessorshall notbe awaiverof anyDefault orBreach byLessee. Anypayment byLesseemay beaccepted byLessoron DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 accountof moniesor damagesdueLessor,notwithstandingany qualifyingstatements or condiƟonsmade byLessee in connecƟontherewith, whichsuch statements and/or condiƟons shallbe ofnoforce or eﬀect whatsoeverunless speciﬁcallyagreedto in wriƟng byLessorat orbefore the Ɵmeof depositof suchpayment. (c) THEPARTIESAGREETHATTHETERMSOF THISLEASE SHALLGOVERN WITHREGARDTOALLMATTERS RELATEDTHERETOAND HEREBYWAIVE THE PROVISIONSOF ANYPRESENT ORFUTURESTATUTETOTHE EXTENTTHATSUCHSTATUTEIS INCONSISTENTWITH THISLEASE.

25. Disclosures RegardingThe Natureofa RealEstate Agency RelaƟonship. (a) When enteringinto adiscussionwith areal estateagent regardingareal estate transacƟon, aLessoror Lesseeshould fromtheoutset understand whattype ofagency relaƟonshipor representaƟon ithas withthe agentoragents inthe transacƟon. Lessor andLessee acknowledgebeingadvised bythe Brokersin this transacƟon, asfollows:
(i) Lessor'sAgent. A Lessor'sagent undera lisƟng agreementwith theLessoracts asthe agentforthe Lessoronly. A Lessor'sagentor subagent hasthe following aﬃrmaƟve obligaƟons: TotheLessor: A ﬁduciarydutyof utmostcare, integrity,honesty,and loyaltyin dealingswiththe Lessor. Tothe Lesseeand theLessor: (a) Diligentexerciseof reasonableskills andcare inperformanceof theagent's duƟes. (b) Aduty ofhonestand fairdealing andgood faith. (c) Aduty to discloseall factsknown totheagent materially aﬀecƟng thevalue ordesirabilityof theproperty thatarenot knownto,orwithinthe diligent aƩenƟon and observaƟonof,the ParƟes. Anagent isnot obligatedto revealtoeither Partyany conﬁdenƟal informaƟonobtained fromthe otherPartywhich doesnot involvethe aﬃrmaƟve duƟes setforth above.
(ii) Lessee'sAgent. Anagent canagree toactas agentfor theLesseeonly. In these situaƟons,the agentis notthe Lessor'sagent,even ifby agreementthe agentmay receive compensaƟonfor servicesrendered, eitherin fullorin partfrom theLessor. Anagent acƟngonlyfor aLessee hasthe following aﬃrmaƟve obligaƟons. TotheLessee: A ﬁduciary dutyof utmostcare,integrity,honesty,and loyaltyindealings withthe Lessee. TotheLessee andthe Lessor: (a) Diligentexercise ofreasonable skillsandcare inperformance ofthe agent's duƟes. (b)A dutyofhonest andfair dealingandgood faith. (c)A dutytodisclose allfacts knownto theagent materially aﬀecƟngthe valueor desirabilityof thepropertythat arenot knownto,or withinthe diligent aƩenƟonand observaƟonof,the ParƟes.

Anagent isnot obligatedtoreveal toeither Partyany conﬁdenƟal informaƟonobtained fromthe otherPartywhich doesnot involvethe aﬃrmaƟve duƟesset forth above.
(iii) Agent RepresenƟngBothLessor andLessee. Areal estateagent, either acƟng directlyorthrough oneor moreassociatelicensees, canlegally be theagent ofboth theLessorand theLessee ina transacƟon,butonly withthe knowledgeandconsent ofboth theLessorand theLessee. In adualagency situaƟon, theagent hasthe following aﬃrmaƟve obligaƟons toboth theLessor andtheLessee: (a)A ﬁduciarydutyof utmostcare, integrity,honestyand loyaltyin thedealings witheither Lessoror theLessee. (b)Other duƟesto theLessorand theLessee asstatedabove insubparagraphs (i)or(ii). In represenƟngboth LessorandLessee, the agentmay not,without theexpresspermission ofthe respecƟveParty,disclosetothe otherParty conﬁdenƟal informaƟon,including, butnot limitedto,facts relaƟng toeither Lessee'sor Lessor's ﬁnancial posiƟon, moƟvaƟons,bargaining posiƟon,or otherpersonal informaƟon thatmay impactrent,including Lessor'swillingness to accepta rentless thanthe lisƟng rentor Lessee'swillingness topayrent greaterthan therentoﬀered. The above duƟesof theagent ina realestate transacƟon do notrelieve aLessor orLesseefrom theresponsibility toprotect theirowninterests. Lessor andLesseeshould carefullyread allagreementsto assurethat they adequatelyexpress theirunderstanding ofthe transacƟon. A realestateagentisa person qualiﬁed toadviseabout realestate. Iflegal ortax adviceis desired,consult acompetent professional. BothLessorand Lesseeshould stronglyconsider obtainingtaxadvice froma competentprofessionalbecause thefederal andstatetax consequencesof a transacƟon canbecomplex andsubject tochange. (b) Brokershave noresponsibility withrespectto anydefault orbreachhereof byeither Party. The ParƟesagree thatno lawsuitorother legal proceedinginvolving anybreach ofduty,error oromission relaƟngto thisLeasemay bebrought againstBrokermore thanone year aŌerthe StartDate andthat the liability(including courtcosts and aƩorneys'fees), ofany Brokerwith respecttoany suchlawsuit and/orlegalproceeding shallnot exceedthefee receivedby such Brokerpursuant tothis Lease;provided,however,thatthe foregoing limitaƟon oneachBroker'sliabilityshall notbeapplicable toany grossnegligenceor willful misconductof suchBroker.
(c) Lessorand Lesseeagree to idenƟfyto Brokersas "ConﬁdenƟal"any communicaƟonor informaƟon givenBrokersthatisconsidered bysuch Partyto be conﬁdenƟal.

26. No RightToHoldover. Lessee hasno righttoretain possessionof thePremises oranypart thereofbeyond the expiraƟonor terminaƟonof thisLease. Ator priorto the expiraƟon or terminaƟonof thisLease Lesseeshall deliverexclusivepossession ofthe PremisestoLessor. For purposesofthis provisionand Paragraph

13.1(a),exclusive possessionshall meanthatLessee shallhave vacatedthe Premises,removedall ofits personalpropertytherefrom andthat thePremiseshave been returnedin the condiƟon speciﬁedinthis Lease. Inthe eventthatLessee doesnot deliverexclusive possessiontoLessor as speciﬁed above,thenLessor's damages duringany holdoverperiod shallbecomputed atthe amountof theRent(as deﬁnedin Paragraph4.1)due duringthe lastfullmonth beforethe expiraƟonor terminaƟonof thisLease (disregardinganytemporary abatementof Rentthat mayhavebeen in eﬀect), butwithBase Rentbeing 150%ofthe BaseRent payable duringsuch lastfull month. Nothingcontainedherein shallbe construedasconsent byLessor toany holdingoverby Lessee.

27. CumulaƟve Remedies. Noremedyor elecƟonhereunder shallbedeemed exclusivebut shall,wherever possible,be cumulaƟve withall otherremediesat lawor inequity.

28. Covenants and CondiƟons; ConstrucƟonofAgreement. All provisionsofthis Leaseto beobserved orperformedby Lesseeare bothcovenantsand condiƟons.

Inconstruing thisLease, allheadingsand Ɵtlesare forthe convenienceofthe ParƟesonly andshallnot beconsidered apartof thisLease. Whenever requiredbythe context,the singularshall includetheplural andvice versa. ThisLeaseshall notbe construedasif preparedby oneofthe ParƟes,but ratheraccording toitsfair meaningas awhole, asifboth ParƟeshad preparedit.

29. Binding Eﬀect;Choice ofLaw. ThisLease shallbebinding uponthe ParƟes,their personalrepresentaƟves,successors andassigns andbegoverned bythe laws ofthe Statein whichthePremises arelocated. Any liƟgaƟonbetweenthe ParƟeshereto concerningthisLease shallbe iniƟatedinthe countyin whichthe Premises arelocated. Signatures tothisLease accomplishedby meansof electronicsignatureor similartechnology shallbelegal andbinding.

30. SubordinaƟon; AƩornment;Non-Disturbance.

30.1 SubordinaƟon. ThisLease andany OpƟongrantedhereby shallbe subjectandsubordinate toany groundlease,mortgage, deedof trust,or other hypothecaƟonor securitydevice (collecƟvely,"SecurityDevice"), nowor hereaŌerplaced uponthePremises, toany andalladvances madeon thesecuritythereof, andto allrenewals, modiﬁcaƟons,andextensions thereof. Lesseeagrees thattheholders ofany suchSecurityDevices (inthis Leasetogetherreferredtoas "Lender") shallhave noliability or obligaƟonto performany ofthe obligaƟonsofLessor underthis Lease. Any Lendermay electtohave thisLease and/orany OpƟongranted herebysuperior tothe lienofits SecurityDevice bygiving wriƩen noƟcethereof toLessee, whereuponthisLease andsuch OpƟonsshallbe deemedprior tosuch SecurityDevice, notwithstandingthe relaƟvedatesof the documentaƟon or recordaƟon thereof.

30.2 AƩornment. Inthe eventthat Lessortransfers Ɵtle tothe Premises,orthe Premisesare acquiredbyanother uponthe foreclosureor terminaƟonofa SecurityDevice towhich thisLeaseis subordinated(i) Lesseeshall, subjecttothe non-disturbanceprovisions ofParagraph30.3, aƩornto suchnewowner,andupon DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 request,enter intoa newlease,containing allof theterms andprovisionsof thisLease, withsuchnew ownerfor theremainderof theterm hereof,or,atthe elecƟon ofthe newowner,thisLeasewill automaƟcallybecome anew leasebetweenLessee andsuch newowner,and (ii)Lessor shall thereaŌerbe relievedof anyfurther obligaƟonshereunder andsuch newownershall assumeall ofLessor's obligaƟons,exceptthat suchnew ownershallnot: (a)be liableforany actor omissionof any priorlessor orwith respecttoevents occurringprior to acquisiƟon ofownership;(b) besubject toany oﬀsets ordefenses whichLesseemight haveagainst anyprior lessor, (c)be boundbyprepayment ofmore thanone month'srent,or (d)be liableforthe returnof anysecuritydeposit paidto anyprior lessorwhichwas notpaid or creditedto suchnew owner.

30.3 Non-Disturbance. Withrespect toSecurity Devicesenteredinto byLessor aŌerthe execuƟon ofthis Lease,Lessee's subordinaƟon ofthis Leaseshall be subjectto receivinga commerciallyreasonablenon-disturbance agreement(a "Non-DisturbanceAgreement") fromtheLender whichNon-Disturbance Agreement providesthat Lessee'spossession ofthePremises, andthis Lease,including any opƟonsto extendthe termhereof,will notbe disturbedsolong asLessee isnot in Breachhereof and aƩorns totherecord ownerof thePremises.

30.4 Self-ExecuƟng. Theagreements containedin thisParagraph30 shallbe eﬀecƟvewithoutthe execuƟonof anyfurtherdocuments; provided,however,that, upon wriƩen requestfrom Lessorora Lenderin connecƟonwith asale, ﬁnancing or reﬁnancing ofthePremises, Lesseeand Lessorshallexecute suchfurther wriƟngs asmay bereasonably requiredtoseparately documentany subordinaƟon, aƩornment and/orNon-DisturbanceAgreement providedfor herein.

31. AƩorneys' Fees. IfanyParty orBrokerbringsan acƟon orproceeding involvingthe Premiseswhetherfounded intort, contractorequity,orto declarerights hereunder,the PrevailingParty (as hereaŌer deﬁned) inany suchproceeding, acƟon,orappeal thereon,shall be enƟtledto reasonable aƩorneys' fees. Such feesmay beawarded inthe samesuitor recoveredin aseparate suit,whetheror notsuch acƟonorproceeding ispursued todecisionor judgment. Theterm, "Prevailing Party"shall include,without limitaƟon,aParty orBrokerwho substanƟally obtainsordefeats therelief sought,asthe casemay be,whetherby compromise, seƩlement,judgment, orthe abandonmentbythe otherParty orBroker ofitsclaim ordefense. The aƩorneys' feesaward shallnotbe computedin accordancewith anycourt feeschedule, butshallbe suchas tofully reimburseall aƩorneys' feesreasonably incurred. In addiƟon,Lessor shallbe enƟtled to aƩorneys' fees,costs and expensesincurred inthe preparaƟonandservice of noƟces ofDefault and consultaƟonsin connecƟontherewith, whetherornot alegal acƟonissubsequently commencedin connecƟonwith suchDefaultor resulƟngBreach ($200is areasonableminimum peroccurrence forsuchservices and consultaƟon).

32. Lessor's Access;Showing Premises;Repairs. Lessorand Lessor'sagentsshall havethe rightto enterthePremises atany Ɵme,inthe caseof anemergency,and otherwiseat reasonable Ɵmes aŌerreasonableprior noƟcefor thepurpose ofshowingthe sameto prospecƟvepurchasers,lenders, ortenants, andmakingsuch alteraƟons,repairs, improvementsor addiƟonstothe Premisesas Lessormay deemnecessaryor desirableand the erecƟng,using andmaintaining of uƟliƟes, services,pipes andconduits throughthePremises and/orother premisesas longasthere isno materialadverse eﬀect onLessee's useofthe Premises. Allsuch acƟviƟesshall bewithout abatementofrent orliability toLessee.

33. AucƟons. Lessee shallnotconduct, norpermit tobeconducted, any aucƟon uponthe PremiseswithoutLessor's prior wriƩen consent. Lessor shallnot be obligatedto exerciseany standardofreasonableness indetermining whetherto permitan aucƟon.

34. Signs. Lessor mayplaceon thePremises ordinary"ForSale" signsat any Ɵme andordinary"For Lease"signs duringthelast 6months oftheterm hereof. Except forordinary "ForSublease" signs,Lesseeshall notplace anysign uponthePremises withoutLessor's prior wriƩenconsent. All signsmustcomply withall Applicable Requirements.

35. TerminaƟon; Merger. Unless speciﬁcallystated otherwisein wriƟngbyLessor,thevoluntary orother surrenderofthis Leaseby Lessee,themutual terminaƟon or cancellaƟon hereof,or a terminaƟonhereof byLessor forBreach byLessee,shall automaƟcallyterminate anysubleaseor lesserestate inthePremises; provided, however,that Lessormay electto conƟnue anyone orall exisƟngsubtenancies. Lessor'sfailure within10days followingany sucheventto electto thecontrary by wriƩen noƟce tothe holderofany suchlesser interest,shall consƟtuteLessor's elecƟon tohave suchevent consƟtute the terminaƟon ofsuchinterest.

36. Consents. All requestsforconsent shallbe in wriƟng. Exceptas otherwiseprovided herein,whereverin thisLease theconsentof aParty isrequiredto anact by orfor theother Party,suchconsent shallnot beunreasonably withheldordelayed. Lessor's actualreasonablecosts andexpenses (includingbutnot limitedto architects', aƩorneys', engineers'and otherconsultants'fees) incurredin the consideraƟon of,orresponse to,a requestbyLessee forany Lessorconsent,including butnot limitedto consentstoan assignment,a subleƫngor thepresenceor useof aHazardousSubstance, shallbe paidbyLessee uponreceipt ofan invoiceand supporƟng documentaƟon therefor. Lessor'sconsentto anyact, assignmentor subleƫngshallnot consƟtutean acknowledgmentthatno Defaultor BreachbyLessee ofthis Leaseexists, norshallsuch consentbe deemeda waiverofany then exisƟng DefaultorBreach, exceptas maybeotherwise speciﬁcallystated in wriƟng by Lessorat the Ɵme ofsuchconsent. The failureto specifyhereinany parƟcular condiƟon toLessor'sconsent shallnot precludethe imposiƟon byLessor atthe Ɵmeof consentof suchfurther orother condiƟons asare thenreasonable withreferenceto the parƟcular maƩerforwhich consentis beinggiven. Inthe eventthat either Partydisagrees withany determinaƟonmadeby theother hereunderand reasonablyrequeststhe reasonsfor such determinaƟon,the determiningparty shallfurnish itsreasons in wriƟng andinreasonable detailwithin 10business daysfollowingsuch request.

37. Guarantor.

37.1 ExecuƟon. TheGuarantors,ifany,shalleachexecute aguaranty intheform mostrecently publishedbyAIR CRE.

37.2 Default. Itshall consƟtutea Defaultofthe Lesseeif anyGuarantorfails orrefuses, uponrequestto provide: (a)evidence ofthe execuƟon ofthe guaranty, includingthe authorityof thepartysigning onGuarantor's behalfto obligateGuarantor,and inthe caseofa corporateGuarantor,a cerƟﬁedcopy ofa resoluƟonof its boardof directorsauthorizing themakingof suchguaranty,(b)current ﬁnancialstatements,(c) anEstoppel CerƟﬁcate,or(d) wriƩen conﬁrmaƟon thattheguaranty is sƟllin eﬀect.

38. Quiet Possession. Subject topayment byLessee oftheRent andperformance ofallof thecovenants, condiƟonsandprovisions onLessee's partto beobserved andperformed underthis Lease,Lesseeshall havequiet possessionand quietenjoymentof thePremises duringtheterm hereof.

39. OpƟons. If Lesseeisgranted any OpƟon, as deﬁned below,thenthe followingprovisions shallapply.

39.1 DeﬁniƟon. "OpƟon"shall mean: (a)theright toextend orreducethe termof orrenewthis Leaseor toextend orreducethe termof orrenewany lease thatLessee hason otherpropertyof Lessor;(b) theright of ﬁrstrefusal or ﬁrst oﬀertolease eitherthe Premisesorother propertyof Lessor;(c) therightto purchase, theright of ﬁrst oﬀertopurchase orthe rightof ﬁrstrefusalto purchasethe Premisesorother propertyof Lessor.

39.2 OpƟons PersonalToOriginal Lessee. Any OpƟongranted toLessee inthisLease ispersonal totheoriginal Lessee,and cannotbe assignedorexercisedby anyoneother thansaid originalLesseeand onlywhile theoriginal Lesseeisin fullpossession ofthePremises and,if requestedbyLessor,withLessee cerƟfyingthat Lesseehas no intenƟon of thereaŌerassigning or subleƫng.

39.3 MulƟple OpƟons. In theevent thatLesseehas any mulƟple OpƟonstoextend orrenew thisLease,a later OpƟon cannotbe exercisedunlessthe prior OpƟonshave beenvalidly exercised.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

39.4 Eﬀect ofDefaulton OpƟons.
(a) Lessee shallhave norightto exercisean OpƟon: (i)duringthe periodcommencing withthegiving ofany noƟceofDefault and conƟnuing unƟlsaid Defaultis cured,(ii) duringtheperiod of Ɵme anyRent isunpaid(without regardto whethernoƟcethereof isgiven Lessee),(iii)during the Ɵme Lesseeis inBreachof thisLease, or(iv) intheevent thatLessee hasbeen given3or more noƟces ofseparateDefault, whetheror nottheDefaults arecured, duringthe 12monthperiod immediatelypreceding theexercise ofthe OpƟon.
(b) Theperiod of Ɵme withinwhichan OpƟonmay beexercisedshall notbe extendedor enlargedbyreason ofLessee's inabilitytoexercise an OpƟon becauseof theprovisions ofParagraph39.4(a).
(c) An OpƟon shallterminate andbeof nofurther forceor eﬀect,notwithstandingLessee's dueand Ɵmelyexerciseof the OpƟon, if, aŌersuch exercise andprior tothe commencement ofthe extendedterm or compleƟon ofthepurchase, (i)Lessee failstopay Rentfor aperiodof 30days aŌersuch Rentbecomesdue (withoutany necessityof Lessortogive noƟcethereof), or(ii) ifLesseecommits aBreach ofthisLease.

40. MulƟple ProperƟes. IfthePremises area partof agroupof properƟescontrolled byLessor,Lessee agreesthat itwillabide byand conformto allreasonable rulesand regulaƟonswhich Lessormaymake from Ɵme to Ɵme forthemanagement, safety,and careofsaid properƟes,including thecareand cleanlinessof the groundsand includingthe parking,loadingand unloadingof vehicles,and tocauseits employees,suppliers, shippers,customers,contractors andinvitees tosoabide andconform. Lessee alsoagreesto payits fairshare ofcommonexpenses incurredin connecƟonwithsuch rulesand regulaƟons.

41. Security Measures. Lesseeherebyacknowledges thatthe Rentpayableto Lessorhereunder doesnot includethecost ofguard serviceorother security measures,and thatLessor shallhaveno obligaƟonwhatsoever toprovide same. Lessee assumesall responsibility forthe protecƟonof thePremises,Lessee, its agentsand inviteesand theirpropertyfrom theacts ofthird parƟes.

42. ReservaƟons. Lessor reservestoitself theright, from Ɵmeto Ɵme,to grant,without theconsentor joinderof Lessee,sucheasements, rightsand dedicaƟons thatLessor deemsnecessary, andtocause the recordaƟon ofparcel mapsand restricƟons, solong assucheasements, rights, dedicaƟons, mapsand restricƟons do notunreasonably interferewith theuseof thePremises byLessee. Lesseeagrees tosign anydocumentsreasonably requestedby Lessorto eﬀectuateanysuch easementrights, dedicaƟon,map or restricƟons.

43. Performance UnderProtest. Ifat any Ɵme adisputeshall ariseas toany amountorsum ofmoney tobepaid byone Partytothe otherunder theprovisions hereof,the Partyagainst whomthe obligaƟon topay themoney isassertedshall havethe righttomake payment"under protest"andsuch paymentshall notbe regardedas avoluntary paymentandthere shallsurvive theright onthepart ofsaid Partyto insƟtute suitfor recoveryofsuch sum. Ifit shallbeadjudged thatthere wasno legal obligaƟon onthepart ofsaid Partyto paysuchsum orany partthereof,said Partyshall be enƟtledto recoversuch sumor somuchthereof asit wasnot legallyrequired topay. AParty whodoes not iniƟate suitforthe recoveryof sumspaid"under protest"within 6monthsshall bedeemed tohave waiveditsright to protestsuch payment.

44. Authority; MulƟple ParƟes; ExecuƟon.
(a) If eitherParty heretoisa corporaƟon,trust, limitedliability company,partnership,or similar enƟty,eachindividual execuƟng thisLease onbehalfof such enƟty representsand warrantsthathe orshe isduly authorizedtoexecute anddeliver thisLeaseon itsbehalf. EachParty shall,within 30days aŌerrequest, deliverto theother Party saƟsfactoryevidence ofsuch authority. (b) Ifthis Leaseis executedbymore thanone personor enƟty as"Lessee", eachsuch personorenƟty shallbe jointlyandseverally liablehereunder. Itis agreedthat anyone ofthenamed Lesseesshall beempowered toexecuteany amendmentto thisLease,or otherdocument ancillarytheretoand bindall ofthe namedLessees, andLessor mayrelyon thesame asif allofthe namedLessees hadexecutedsuch document. (c) ThisLease maybe executedbythe ParƟesin counterparts,each ofwhichshall bedeemed anoriginaland allof whichtogethershall consƟtuteone andthe sameinstrument.

45. Conﬂict. Any conﬂictbetweenthe printedprovisions ofthisLease andthe typewriƩenor handwriƩenprovisionsshall becontrolled bythe typewriƩen or handwriƩenprovisions.

46. Oﬀer. PreparaƟon ofthisLease byeither Partyortheir agentand submission of sametothe otherParty shallnotbe deemedan oﬀertolease tothe other Party. ThisLease isnotintended tobe binding unƟl executedanddelivered byall ParƟeshereto.

47. Amendments. This Leasemaybe modiﬁedonly in wriƟng,signed bythe ParƟesin interestatthe Ɵmeof the modiﬁcaƟon. Aslong astheydo notmaterially changeLessee's obligaƟonshereunder,Lesseeagreesto makesuch reasonablenon-monetary modiﬁcaƟonstothis Leaseas maybereasonably requiredby aLender in connecƟon withthe obtainingofnormal ﬁnancingor reﬁnancingof thePremises.

48. Waiver ofJury Trial. THE PARTIESHEREBY WAIVETHEIRRESPECTIVE RIGHTSTOTRIALBYJURYINANY ACTIONOR PROCEEDINGINVOLVINGTHE PROPERTY ORARISING OUTOF THISAGREEMENT.

49. ArbitraƟon ofDisputes. AnAddendum requiringthe ArbitraƟonofall disputesbetween theParƟes and/orBrokersarising outof thisLease is isnot aƩachedto thisLease.

50. Accessibility; Americanswith DisabiliƟesAct.
(a) The Premises:
havenot undergonean inspecƟonbya CerƟﬁedAccess Specialist(CASp). Note:A CerƟﬁedAccess Specialist(CASp)can inspectthe subjectpremisesand determinewhether thesubject premisescomplywith allof theapplicable construcƟon-relatedaccessibilitystandards understate law.Althoughstate lawdoes not requirea CASp inspecƟon ofthesubject premises,the commercialproperty ownerorlessor maynot prohibitthelessee ortenant fromobtaininga CASp inspecƟon of thesubject premisesfor theoccupancyor potenƟaloccupancy ofthe lesseeortenant, ifrequested bythelessee ortenant. The parƟesshall mutuallyagree onthe arrangementsfor the Ɵme andmannerof theCASp inspecƟon,the paymentofthe feefor theCASpinspecƟon, andthe costofmaking anyrepairs necessaryto correct violaƟons of construcƟon-related accessibilitystandardswithin thepremises. haveundergone an inspecƟon bya CerƟﬁed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesmetall applicable construcƟon-related accessibility standardspursuant toCalifornia CivilCode§55.51 etseq. Lessee acknowledgesthatit receiveda copyofthe inspecƟon report atleast48 hoursprior to execuƟng this Leaseand agreesto keepsuchreport conﬁdenƟal.
haveundergone an inspecƟon bya CerƟﬁed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesdidnot meetall applicable construcƟon-related DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 accessibilitystandards pursuantto CaliforniaCivilCode §55.51et seq. Lesseeacknowledges thatit receivedacopy ofthe inspecƟonreportat least48 hoursprior to execuƟngthis Leaseand agreestokeep suchreport conﬁdenƟalexcept asnecessaryto completerepairs and correcƟonsof violaƟonsof construcƟonrelated accessibilitystandards.

Inthe eventthat thePremiseshave beenissued an inspecƟon reportbya CASpthe Lessorshallprovide acopy ofthedisability access inspecƟon cerƟﬁcateto Lessee within7 daysof the execuƟonof thisLease.
(b) Sincecompliance withthe Americanswith DisabiliƟes Act(ADA) andotherstate andlocal accessibilitystatutes aredependentupon Lessee's speciﬁc useof thePremises, Lessormakesno warrantyor representaƟonas towhetheror notthe Premisescomplywith ADAor anysimilar legislaƟon. In theevent that Lessee'suse ofthe Premisesrequires modiﬁcaƟons or addiƟons tothe Premisesinorder tobe incompliancewith ADAor otheraccessibilitystatutes, Lesseeagrees to makeany suchnecessary modiﬁcaƟonsand/or addiƟons atLessee's expense.

LESSORAND LESSEEHAVE CAREFULLYREADAND REVIEWEDTHIS LEASEAND EACHTERMAND PROVISIONCONTAINED HEREIN,ANDBYTHEEXECUTION OFTHIS LEASESHOW THEIRINFORMED ANDVOLUNTARYCONSENT THERETO. THEPARTIESHEREBYAGREETHAT,ATTHE TIMETHISLEASE ISEXECUTED, THETERMSOF THISLEASE ARECOMMERCIALLY REASONABLEANDEFFECTUATETHEINTENT ANDPURPOSE OFLESSORAND LESSEEWITH RESPECTTOTHE PREMISES.

ATTENTION: NOREPRESENTATIONORRECOMMENDATIONIS MADEBYAIRCRE ORBYANY BROKERAS TOTHELEGAL SUFFICIENCY,LEGAL EFFECT,ORTAX CONSEQUENCESOF THISLEASE ORTHETRANSACTION TOWHICH ITRELATES. THEPARTIESAREURGED TO:

1. SEEKADVICE OFCOUNSELAS TOTHE LEGALANDTAXCONSEQUENCESOF THISLEASE.

2. RETAINAPPROPRIATECONSULTANTSTOREVIEW ANDINVESTIGATETHECONDITIONOF THEPREMISES. SAID INVESTIGATIONSHOULDINCLUDE BUTNOT BE LIMITEDTO:THEPOSSIBLE PRESENCEOFHAZARDOUS SUBSTANCES,THE ZONINGOF THEPREMISES,THE CONDITIONAND THESUITABILITYOF THEPREMISES FOR LESSEE'SINTENDED USE.

WARNING: IFTHE PREMISESARELOCATEDINA STATEOTHER THANCALIFORNIA, CERTAINPROVISIONSOF THELEASEMAYNEEDTO BEREVISEDTOCOMPLYWITH THELAWS OFTHE STATEINWHICH THEPREMISES ARELOCATED.

The parƟes heretohave executedthisLease atthe placeand onthedates speciﬁedabove theirrespecƟvesignatures.

Executedat:

On:

ByLESSOR:

BLUE ROCK SPRINGS, LLC, a Delaware limited
liability company
By: SeeAddendum
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By:

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Executedat:

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ByLESSEE:

CITY OF VALLEJO, a municipal corporation
By: SeeAddendum
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Title:

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BROKER
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FederalID No.:

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BROKER
AƩn:

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AgentDRE License#:

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 AIRCRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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Addendum to Standard Industrial/Commercial Land Lease – Gross by and between Blue Rock Springs, LLC, a Delaware limited liability company, as Lessor and City of Vallejo, a municipal corporation, as Lessee This Addendum is incorporated into and made a part of that certain AIRCRE Standard Industrial/Commercial Land Lease – Gross (“Lease”), dated for reference purposes as of December ___, 2022, as described above (“Addendum”). In the event of any conflict between the terms of the Lease and the terms of this Addendum, the terms of this Addendum shall prevail. 2.2 The existing text of Paragraph 2.2 is deleted and replaced with the following: 2.2 Condition; As-Is. Premises is leased to Lessee on an “as-is” basis, and notwithstanding anything to the contrary herein shall be maintained by Lessee to maintain its as-is condition. Lessor makes no representations or warranties as to the Premises, the land, or any improvements located thereon (including without limitation any and all structures; any and all existing electrical, plumbing, drainage, or lighting improvements; or any and all utilities), in any respect, including its suitability for Lessee’s intended purpose or compliance with the requirements of the Americans with Disabilities Act. Other than as is expressly required by this Lease, Lessor shall have no obligation to maintain or repair the Premises. 2.3 The existing text of Paragraph 2.3 is deleted and replaced with the following: 2.3 Compliance. Lessor makes no representations or warranties that the Premises or the improvements located thereon comply with the building codes, applicable laws, covenants or restrictions or record, regulations and ordinances (“Applicable Requirements”) that are in effect as of the Commencement Date or were in effect at the time that such improvements, or portion thereof, were constructed. Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. Lessee shall comply with the Applicable Requirements at its sole cost and expense. 9. The existing text of Paragraph 9 is deleted and replaced with the following: 9. Damage or Destruction. Except for any damage to the Premises caused by the sole gross negligence or willful misconduct of Lessor, Lessee shall have the sole responsibility to repair, if desired, any damage to or destruction of the Premises or the improvements located thereon. In the event that such damage results in the cessation of golf course operations or other Agreed Use for a period of more than 180 days, Lessor may terminate the lease, in its sole and absolute discretion. For the avoidance of doubt, Lessee does not assume any obligation to make repairs to the Premises in the event of damage or destruction of the Premises, and may terminate the lease in the event of damage or destruction, if desired.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Page 2 ends

The following Paragraph 51 is appended to the Lease: “ 51. Rescission; Survival. Notwithstanding anything to the contrary herein, Lessor and Lessee acknowledge that the December 20, 2022 Purchase and Sale Agreement and Joint Escrow Instructions between Lessee (as seller) and Lessor (as buyer) permits rescission of Lessor’s acquisition of the Premises in certain circumstances. In the event of rescission, this Lease shall terminate, and Rent due to Lessor shall be prorated as of the date of termination. The obligations established by Paragraphs 4 [Rent]; 6.2(b) [Duty to Inform Lessor]; 6.2(c) [Lessee Remediation]; 6.2(d) [Lessee Indemnification]; 6.2(f) [Investigations and Remediations]; 8.7 [Indemnity]; 8.8 [Exemption of Lessor and its Agents from Liability]; 8.9 [Failure to Provide Insurance]; 10.2 [Payment of Taxes]; 10.5 [Personal Property Taxes]; 11.1 [Utilities and Services]; 31 [Attorneys’ Fees] of this Lease shall survive termination of the Lease for a period of four (4) years. IN WITNESS WHEREOF, the Parties have executed the Lease and this Addendum as of December ___, 2022. THE CITY OF VALLEJO a municipal corporation _____________________________________ By: Michael Malone Its: City Manager Executed at: ___________________ On: __________________________ BLUE ROCK SPRINGS, LLC a Delaware limited liability company By: LEWIS MANAGEMENT CORP., a Delaware corporation Its: Manager _______________________________ By: John Goodman Its: Chief Executive Officer and Executive Vice President Executed at: ___________________ On: __________________________ ATTEST: _____________________________________ By: Dawn Abrahamson Its: City Clerk Executed at: ___________________ On: __________________________

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Terrance Davis
acting City Manager

Page 3 ends

APPROVED AS TO CONTENT: _____________________________________ By: Gillian Hayes Its: Assistant City Manager Executed at: ___________________ On: __________________________

APPROVED AS TO FORM: _____________________________________ By: Veronica A. F. Nebb Its: City Attorney Executed at: ___________________ On: __________________________

APPROVED AS TO INSURANCE: _____________________________________ By: Armond Sarkis Its: Risk Manager Executed at: ___________________ On: __________________________

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Certificate Of Completion
Envelope Id: DD048B7C3F324019B775453A28F31325
Status: Completed
Subject: Complete with DocuSign: Blue Rock Springs
Source Envelope:

Document Pages: 143
Signatures: 17
Envelope Originator:

Certificate Pages: 6
Initials: 6
Karly McClean
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
555 Santa Clara St
Vallejo, CA 94590
[email protected]
IP Address: 71.128.39.127
Record Tracking
Status: Original
12/21/2022 1:46:30 PM
Holder: Karly McClean
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Vallejo
Location: DocuSign
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Signature
Timestamp
Gillian Hayes
[email protected]
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Using IP Address: 67.180.71.161
Signed using mobile
Sent: 12/21/2022 2:02:39 PM
Viewed: 12/21/2022 2:35:06 PM
Signed: 12/21/2022 2:36:34 PM
Electronic Record and Signature Disclosure:

Accepted: 4/15/2020 8:49:56 AM
ID: 64073036-7742-40cb-9ec6-9617d2aada96
John Goodman
[email protected]
Authorized Agent
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 216.221.25.36
Sent: 12/21/2022 2:36:40 PM
Resent: 12/21/2022 3:58:56 PM
Viewed: 12/21/2022 4:03:01 PM
Signed: 12/21/2022 4:03:34 PM
Electronic Record and Signature Disclosure:

Accepted: 12/21/2022 4:03:01 PM
ID: 6847d81c-cc70-498a-8e1f-2d7e0df11b81
Armond Sarkis
[email protected]
Risk Manager
City of Vallejo
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 67.174.214.127
Sent: 12/21/2022 4:03:40 PM
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Signed: 12/21/2022 4:29:04 PM
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Not Offered via DocuSign
Allen French
[email protected]
Purchasing Manager
City of Vallejo
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Sent: 12/21/2022 4:29:11 PM
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Signature
Timestamp
Randy J. Risner For
[email protected]
Chief Assistant City Attorne
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Sent: 12/21/2022 4:41:45 PM
Viewed: 12/21/2022 4:43:32 PM
Signed: 12/21/2022 4:46:48 PM
Electronic Record and Signature Disclosure:

Accepted: 12/8/2020 9:16:27 AM
ID: 2e72faa4-09b6-4a4c-b35a-dc1ed470f768
Terrance Davis
[email protected]
Public Works Director
City of Vallejo
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Signed using mobile
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Signed: 12/21/2022 4:50:59 PM
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Dawn G. Abrahamson
[email protected]
City Clerk
City of Vallejo
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Legal Secretary
City of Vallejo
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Narcissa Wilson
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Planning
City of Vallejo
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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 10/10/2019 1:09:10 PM Parties agreed to: Gillian Hayes, John Goodman, Randy J. Risner For Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

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Exhibit B-1 through B-3 Collaborative Use Easement
Exhibit B-1 through B-3 Legal Description | Blue Rock Property NOVEMBER 18, 2022
JOB NO. 2837-000
EXHIBIT B-1

LEGAL DESCRIPTION

RESIDENTIAL WEST PARCEL

REAL PROPERTY SITUATE IN THE CITY OF VALLEJO, COUNTY OF SOLANO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEING A PORTION OF THE PARCEL OF LAND KNOWN AS THE “SOLANO WHITE SULPHUR SPRINGS TRACT” DESCRIBED IN THAT DEED TO THE CITY OF VALLEJO RECORDED OCTOBER 15, 1937 IN BOOK 179, AT PAGE 303, OF OFFICIAL RECORDS OF SOLANO COUNTY, AND A PORTION OF LOT 17, AS SAID LOT IS SHOWN AND SO DESIGNATED ON THAT MAP ENTITLED “FINAL MAP OF SOMERSET HIGHLANDS UNIT NO. 3” RECORDED JUNE 24, 1980 AND FILED IN BOOK 39 OF MAPS, AT PAGE 81 IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO

COUNTY, AND A PORTION OF PARCEL TWO AS SAID PARCEL IS DESCRIBED IN THAT GRANT DEED TO THE CITY OF VALLEJO RECORDED JANUARY 13, 1989 AS DOCUMENT NUMBER 890003082 OF SOLANO COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL TWO (890003082),

SAID POINT BEING THE SOUTHWESTERLY TERMINUS OF THAT COURSE SHOWN AS “N61°29’38”E 1846.75’” AS SHOWN ON THAT MAP ENTITLED “RECORD OF SURVEY OF THE GARTHE RANCH” RECORDED DECEMBER 28, 1981 AND FILED IN BOOK 16 OF SURVEYS, AT PAGE 8, IN THE OFFICE OF THE COUNTY RECORDER OF SOLANO

COUNTY, AND ALSO BEING A POINT ON THE SOUTHEASTERN LINE OF SAID CITY PARCEL (179 OR 303);

THENCE, FROM SAID POINT OF COMMENCEMENT, ALONG THE COMMON LINE OF SAID PARCELS, NORTH 61°30'14" EAST 364.76 FEET TO A POINT ON THE WESTERN

LINE OF COLUMBUS PARKWAY, AND THE POINT OF BEGINNING FOR THIS DESCRIPTION;

THENCE, FROM SAID POINT OF BEGINNING, LEAVING SAID COMMON LINE, ALONG SAID WESTERN LINE OF COLUMBUS PARKWAY, SOUTH 28°58'18" WEST 76.40 FEET;
THENCE, LEAVING SAID WESTERN LINE OF COLUMBUS PARKWAY, NORTH 61°01'42" WEST 106.53 FEET;
THENCE, SOUTH 45°00'00" WEST 450.00 FEET;
THENCE, NORTH 52°00'00" WEST 400.00 FEET;
THENCE, NORTH 85°00'00" WEST 645.00 FEET;
THENCE, NORTH 395.00 FEET;
THENCE, NORTH 65°00'00" WEST 75.00 FEET;
THENCE, NORTH 30°00'00" WEST 710.00 FEET;

Page 1 of 2 ends

F:\2837\ACAD\SURVEY\LEGALS\2837‐000_LG001‐RESIDENTIAL WEST.DOCX

Page 2 of 2 ends

F:\2837\ACAD\SURVEY\LEGALS\2837‐000_LG001‐RESIDENTIAL WEST.DOCX THENCE, EAST 790.00 FEET;
THENCE, NORTH 45°00'00" EAST 1,260.00 FEET;
THENCE, EAST 620.00 FEET TO A POINT ON SAID WESTERN LINE OF COLUMBUS PARKWAY;
THENCE, ALONG SAID WESTERN LINE THE FOLLOWING SEVEN (7) COURSES:
1) SOUTH 03°19'12" EAST 54.45 FEET,
2) SOUTHERLY ALONG THE ARC OF A NON-TANGENT 647.00 FOOT RADIUS CURVE

TO THE RIGHT, FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 85°57'45" WEST, THROUGH A CENTRAL ANGLE OF 31°50'48", AN ARC DISTANCE OF 359.62 FEET,
3) SOUTH 27°48'33" WEST 383.02 FEET,
4) ALONG THE ARC OF A TANGENT 793.00 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 27°34'54", AN ARC DISTANCE OF 381.74 FEET,
5) SOUTH 00°13'39" WEST 394.79 FEET,
6) ALONG THE ARC OF A TANGENT 647.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 28°44'39", AN ARC DISTANCE OF 324.59 FEET,
7) SOUTH 28°58'18" WEST 101.30 FEET TO THE POINT OF BEGINNING.

CONTAINING 62.03 ACRES OF LAND, MORE OR LESS.

ATTACHED HERETO IS A PLAT TO ACCOMPANY LEGAL DESCRIPTION, AND BY THIS REFERENCE MADE A PART HEREOF.

END OF DESCRIPTION

NORTH GATE
NEJGHBORHOOD fl P
UNJT NO. 3
59 M 4
199 ·1�o47582

OLD COLUMBUS

PARKWAY

RESIDENTIAL WEST PARCEL
AREA=62.03 AC±

POINT OF

COMMENCEMENT
L5
DOC.NO.
179 OR303
LOT17
39M 81
DOC. NO.
179 OR 303

POINT OF BEGINNING
N61 '30'14"E
364.76'(TIE TO POB)
DOC.NO.
890003082
·J 5 RS 8
SEE SHEET 2 FOR LINE AND CURVE TABLES
EXHIBITB-1

PLAT TO ACCOMPANY LEGAL DESCRIPTION
JOB NO. 2837-000

RESIDENTIAL WEST PARCEL

LANDS OF THE CITY OF VALLEJO

VALLEJO, SOLANO COUNTY, CALIFORNIA
NOVEMBER 18, 2022
cbg
SAN RAMON ■ (925) 866-0322
ROSEVILLE • (916)788-4456
WWW.CBANDG.COM
CIVIL ENGINEERS • SURVEYORS • PLANNERS
SHEET 1 OF2
F:12837\ACADISURVEY\PLA TS\2837-000 _PLA T001 ·RESIDENTIAL WEST.DWG

LINE TABLE CURVE TABLE

NO BEARING LENGTH NO RADIUS DELTA LENGTH
L1 S28"58'18"W 76.40
1 C1 647.00
1 31'50
1 48
11 359.62'
L2 N61
°
01 1
42 11W 106.53' C2 793.00
1 27"34
1 54
11 381.74'
L3 S45'00'00"W 450.00' C3 647.00' 28'44
1 39
11 324.59'
L4 N52
°
00 1
00 11W 400.00'
L5 N85
°
00 1
00 11W 645.00
1 L6 N00'00'00"E 395.00'
L7 N65
°
00 1
00 11W 75.00'
LB N30
°
00 1
00 11W 710.00
1 L9 N90
°
00 1
00 11
E 790.00
1 L10 N45'00'00"E 1260.00'
L11 N90
°
00 1
00 11
E 620.00'
L12 S03'19'12''E 54.45'
L13 S27'48'33"W 383.02'
L14 S00i3'39"W 394.79'
L15 S28"58'18"W 101.30
1 EXHIBITB-1

PLAT TO ACCOMPANY LEGAL DESCRIPTION
JOB NO. 2837-000

RESIDENTIAL WEST PARCEL

LANDS OF THE CITY OF VALLEJO

Page 1 of 2 ends

F:\2837\ACAD\SURVEY\LEGALS\2837‐000_LG003‐COMMERCIAL NORTH.DOCX NOVEMBER 18, 2022
JOB NO. 2837-000
EXHIBIT B-2

LEGAL DESCRIPTION

COMMERCIAL NORTH PARCEL

REAL PROPERTY SITUATE IN THE CITY OF VALLEJO, COUNTY OF SOLANO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

RECORDS OF SOLANO COUNTY, AND A PORTION OF PARCEL TWO AS SAID PARCEL

IS DESCRIBED IN THAT GRANT DEED TO THE CITY OF VALLEJO RECORDED JANUARY 13, 1989 AS DOCUMENT NUMBER 890003082 OF SOLANO COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL TWO (890003082),

COUNTY, AND ALSO BEING A POINT ON THE SOUTHEASTERN LINE OF SAID CITY PARCEL (179 OR 303);

THENCE, FROM SAID POINT OF COMMENCEMENT, ALONG THE COMMON LINE OF SAID PARCELS, NORTH 61°30'14" EAST 659.74 FEET TO A POINT ON THE EASTERN LINE OF COLUMBUS PARKWAY;

THENCE, LEAVING SAID COMMON LINE, ALONG SAID EASTERN LINE OF COLUMBUS PARKWAY, NORTHERLY ON THE ARC OF A NON-TANGENT 819.00 FOOT RADIUS

CURVE TO THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 71°23'45" WEST, THROUGH A CENTRAL ANGLE OF 05°27'23", AN ARC DISTANCE OF 77.99 FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION;

THENCE, FROM SAID POINT OF BEGINNING, CONTINUING ALONG SAID EASTERN LINE THE FOLLOWING EIGHT (8) COURSES:
1) CONTINUING ALONG SAID 819.00 FOOT RADIUS CURVE TO THE LEFT, FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 76°51'08" WEST, THROUGH A CENTRAL ANGLE OF 08°50'16", AN ARC DISTANCE OF 126.33 FEET,
2) ALONG THE ARC OF A COMPOUND 278.50 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 12°28'03", AN ARC DISTANCE OF 60.60 FEET,
3) NORTH 08°09'27" WEST 41.08 FEET,

Page 2 of 2 ends

F:\2837\ACAD\SURVEY\LEGALS\2837‐000_LG003‐COMMERCIAL NORTH.DOCX 4) ALONG THE ARC OF A TANGENT 155.50 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 08°23'06", AN ARC DISTANCE OF 22.76 FEET,
5) NORTH 00°13'39" EAST 329.58 FEET,
6) ALONG THE ARC OF A TANGENT 720.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 27°34'54", AN ARC DISTANCE OF 346.60 FEET,
7) NORTH 27°48'33" EAST 342.52 FEET,
8) ALONG THE ARC OF A TANGENT 797.00 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 03°43'38", AN ARC DISTANCE OF 51.85 FEET;
THENCE, LEAVING SAID EASTERN LINE OF COLUMBUS PARKWAY, SOUTH 65°55'05" EAST 200.00 FEET;
THENCE, NORTH 70°47'16" EAST 149.78 FEET;
THENCE, SOUTH 27°48'33" WEST 620.00 FEET;
THENCE, SOUTH 00°13'39" WEST 430.00 FEET;
THENCE, SOUTH 02°40'15" EAST 145.12 FEET;
THENCE, SOUTH 08°00'00" WEST 175.00 FEET;
THENCE, NORTH 76°51'08" WEST 300.00 FEET TO THE POINT OF BEGINNING.

CONTAINING 8.98 ACRES OF LAND, MORE OR LESS.

ATTACHED HERETO IS A PLAT TO ACCOMPANY LEGAL DESCRIPTION, AND BY THIS REFERENCE MADE A PART HEREOF.

END OF DESCRIPTION

NORTH GATE
NEJGHBORHOOD fl P
UNJT NO. 3
0 0 IO II
N .._
69 M 4
199 'j -04 7582
COMMERCIAL NORTI-1 PARCEL
AREA=B.98 AC±

OLD COLUMBUS

PARKWAY
DOC.NO.
179 OR303

POINT OF

COMMENCEMENT
R=819.00'
!:F5.27'23"
L=77.99'
//
N7r23' 45"W (R)
LOT ·17
39 M 81
r--
_J

POINT OF BEGINNING
DOC.NO.
890003082
'l6 RS 8
DOC.NO.
179 OR 303
SEE SHEET 2 FOR LINE AND CURVE TABLES
EXHIBITB-2

PLAT TO ACCOMPANY LEGAL DESCRIPTION
JOB NO. 2837-000

COMMERCIAL NORTH PARCEL

LANDS OF THE CITY OF VALLEJO

VALLEJO, SOLANO COUNTY, CALIFORNIA
NOVEMBER 18, 2022
cbg
SAN RAMON ■ (925) 866-0322
ROSEVILLE • (916)788-4456
WWW.CBANDG.COM
CIVIL ENGINEERS • SURVEYORS • PLANNERS
SHEET 1 OF2
F:\2837\ACAD\SURVEY\PLATS\2837•000_PLAT003·COMMERCIAL NORTH.DWG

LINE TABLE CURVE TABLE

NO BEARING LENGTH NO RADIUS DELTA LENGTH
L1 N08'09'27"W 41.08' C1 819.00' 8'50
1 16
11 126.33'
L2 N00i3'39"E 329.58' C2 278.50' 12'28
1 03
11 60.60'
L3 N27'48'33"E 342.52' C3 155.50' 8'23
1 06
11 22.76'
L4 S65'55'05"E 200.00' C4 720.00' 27"34
1 54
11 346.60'
L5 N70"47'16"E 149.78' C5 797.00' 3'43
1 38
11 51.85'
L6 S27'48'33"W 620.00'
L7 S00i3'39"W 430.00'
LB S02"40'15"E 145.12'
L9 soa·oo·oo"w 175.00'
L10 N76'51 '08"W 300.00'
EXHIBITB-2

PLAT TO ACCOMPANY LEGAL DESCRIPTION
JOB NO. 2837-000

COMMERCIAL NORTH PARCEL

LANDS OF THE CITY OF VALLEJO

Page 1 of 2 ends

F:\2837\ACAD\SURVEY\LEGALS\2837‐000_LG002‐COMMERCIAL SOUTH.DOCX NOVEMBER 18, 2022
JOB NO. 2837-000
EXHIBIT B-3

LEGAL DESCRIPTION

COMMERCIAL SOUTH PARCEL

REAL PROPERTY SITUATE IN THE CITY OF VALLEJO, COUNTY OF SOLANO, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS:

BEING A PORTION OF PARCEL TWO AS SAID PARCEL IS DESCRIBED IN THAT GRANT DEED TO THE CITY OF VALLEJO RECORDED JANUARY 13, 1989 AS DOCUMENT NUMBER 890003082 OF SOLANO COUNTY RECORDS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHWEST CORNER OF SAID PARCEL TWO (890003082),

COUNTY, AND ALSO BEING A POINT ON THE SOUTHEASTERN LINE OF SAID CITY PARCEL (179 OR 303);

THENCE, FROM SAID POINT OF COMMENCEMENT, ALONG THE COMMON LINE OF SAID PARCELS, NORTH 61°30'14" EAST 659.74 FEET TO A POINT ON THE EASTERN LINE OF COLUMBUS PARKWAY;

THENCE, LEAVING SAID COMMON LINE, ALONG SAID EASTERN LINE OF COLUMBUS PARKWAY, SOUTHWESTERLY ON THE ARC OF A NON-TANGENT 819.00 FOOT RADIUS

CURVE TO THE RIGHT, FROM WHICH THE CENTER OF SAID CURVE BEARS NORTH 71°23'45" WEST, THROUGH A CENTRAL ANGLE OF 10°22'03", AN ARC DISTANCE OF 148.20 FEET TO THE POINT OF BEGINNING FOR THIS DESCRIPTION;

THENCE, FROM SAID POINT OF BEGINNING, LEAVING SAID EASTERN LINE, SOUTH 61°01'42" EAST 300.00 FEET;
THENCE, SOUTH 28°58'18" WEST 120.00 FEET;
THENCE, SOUTH 34°58'00" WEST 114.90 FEET;
THENCE, SOUTH 28°58'18" WEST 300.00 FEET;
THENCE, NORTH 80°21'05" WEST 280.12 FEET TO A POINT ON SAID EASTERN LINE OF COLUMBUS PARKWAY;
THENCE, ALONG SAID EASTERN LINE THE FOLLOWING SIX (6) COURSES:
1) NORTHERLY ALONG THE ARC OF A NON-TANGENT 633.00 FOOT RADIUS CURVE

TO THE RIGHT, FROM WHICH THE CENTER OF SAID CURVE BEARS SOUTH 80°21'05" EAST, THROUGH A CENTRAL ANGLE OF 19°19'23", AN ARC DISTANCE OF 213.48 FEET,
2) NORTH 28°58'18" EAST 180.50 FEET,

Page 2 of 2 ends

F:\2837\ACAD\SURVEY\LEGALS\2837‐000_LG002‐COMMERCIAL SOUTH.DOCX

3) ALONG THE ARC OF A TANGENT 225.00 FOOT RADIUS CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 08°31'51", AN ARC DISTANCE OF 33.50 FEET,

4) NORTH 37°30'09" EAST 40.92 FEET,

5) ALONG THE ARC OF A TANGENT 311.00 FOOT RADIUS CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 08°31'51", AN ARC DISTANCE OF 46.31 FEET,

6) NORTH 28°58'18" EAST 117.03 FEET TO THE POINT OF BEGINNING.

CONTAINING 3.98 ACRES OF LAND, MORE OR LESS.

ATTACHED HERETO IS A PLAT TO ACCOMPANY LEGAL DESCRIPTION, AND BY THIS REFERENCE MADE A PART HEREOF.

END OF DESCRIPTION

OLD COLUMBUS

PARKWAY
DOC. NO.
179 OR 303
N71°23'45"W (R)
POINT OF ��:1 �
DOC. NO.
179 OR 303
R=819.00'
&=10°22'03"
L=148.20'

COMMENCEMENT POINT OF BEGINNING
LOT 17
39 M 81
L5
COMMERCIAL SOUlH PARCEL
AREA=3.98 AC±
sao·21'05"E (R)
DOC.NO.
890003082
16 RS 8
�LAKEHERAfANROAD
SEE SHEET 2 FOR LINE AND CURVE TABLES
EXHIBITB-3

PLAT TO ACCOMPANY LEGAL DESCRIPTION
JOB NO. 2837-000

COMMERCIAL SOUTH PARCEL

LANDS OF THE CITY OF VALLEJO

VALLEJO, SOLANO COUNTY, CALIFORNIA
NOVEMBER 18, 2022
cbg
SAN RAMON ■ (925) 866-0322
ROSEVILLE ■ (916)788-4456
WWW.CBANDG.COM
CIVIL ENGINEERS ■ SURVEYORS ■ PLANNERS
SHEET 1 OF2
F:\2837\ACAD\SURVEY\PLATS\2837-000_PLAT002-COMMERCIAL SOUTH.DWG

LINE TABLE CURVE TABLE

NO BEARING LENGTH NO RADIUS DELTA LENGTH
L1 S61 "01 '42"E 300.00' C1 633.00' 19"19
1 23
11 213.48'
L2 S28"58'18
11 W 120.00' C2 225.00' 8
°
31'51" 33.50'
L3 S34"58'00"W 114.90' C3 311.00' 8
°
31'51" 46.31'
L4 S28"58'1 B"W 300.00'
L5 N80"21 '05"W 280.12'
L6 N28"58'18"E 180.50'
L7 N37"30'09"E 40.92'
LB N28"58'1 B"E 117.03'
EXHIBITB-3

PLAT TO ACCOMPANY LEGAL DESCRIPTION
JOB NO. 2837-000

COMMERCIAL SOUTH PARCEL

LANDS OF THE CITY OF VALLEJO

VALLEJO, SOLANO COUNTY, CALIFORNIA
NOVEMBER 18, 2022
cbg
SAN RAMON ■ (925) 866-0322
ROSEVILLE ■ (916)788-4456
WWW.CBANDG.COM
CIVIL ENGINEERS ■ SURVEYORS ■ PLANNERS
SHEET2OF2
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OpenStreetMap, Microsoft, Esri, TomTom, Garmin, SafeGraph, GeoTechnologies, Inc, METI/NASA, USGS, Bureau of Land
Management, EPA, NPS, US Census Bureau, USDA, USFWS
Yolo County, Maxar
12/12/2024, 2:24:51 PM
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www.VallejoGIS.com

ACTION ITEM 9.C.

DATE: December 17, 2024
TO: Mayor and Members of the City Council
FROM: Jason Ta, Interim Police Chief
SUBJECT: ADOPT A RESOLUTION OF THE CITY OF VALLEJO APPROVING A MASTER SERVICES AND PURCHASING AGREEMENT WITH AXON ENTERPRISE, INC. AND

AUTHORIZING THE CITY MANAGER TO SIGN THE SAME

RECOMMENDATION
Adopt a resolution authorizing the City Manager to execute the agreement between the City and Axon Enterprise, Inc. to provide body worn cameras, related hardware, conducted electrical weapons (Taser CEW), video management software system licensing (Evidence.com), and in-car cameras (Fleet 3) in an amount not to exceed $2,293,030 for a term of five years.

REASONS FOR RECOMMENDATION
The utilization of body worn cameras and in-car dash cameras by police personnel is an essential part of modern policing. These tools aid in criminal prosecution, reviews of alleged misconduct and potentially reduce civil liability. The renewal of the Axon contract will allow the department to continue to issue all police officers and police field personnel with body worn cameras. In addition, the contract also upgrades the department’s less-lethal Taser devices.

This item supports the City Council’s goal of improving the relationship between police and the community as well as supporting compliance for the department's reform efforts. If approved, this action allows the department to continue to build community trust, transparency, accountability, and modernization.

BACKGROUND AND DISCUSSION
In 2015 and 2020, City Council approved a five-year agreement with Axon Enterprise, Inc. (formerly Taser, Inc.) for the purchase of body cameras and related equipment, Taser devices, in-car dash cameras and a video management software system as a sole source purchase exempt from competitive bidding (VMC

3.20.090). The department is currently in the fifth and final year of that agreement.

On December 2, 2024, this agreement and proposed technology was presented to the City’s Surveillance Advisory Board (SAB). SAB recommended the City Council support this agreement and proposed technology.

Staff proposes the General Fund continue to support this contract with Axon for their quoted Officer Safety Plan 10+ which bundles all Axon products and features into one contract for easy budget management, cost savings, and includes all maintenance and upgrades as new products are released. This ensures the City has state-of-the-art technology on a consistent basis. This contract offers the following features:
• Unlimited Storage: Information Technology and Police department staff recommend the department purchase unlimited storage. Unlimited storage ensures that the department has adequate space to store all digital files including camera footage, photos, video and audio files for all cases.

Date: December 17, 2024
Subject: ADOPT A RESOLUTION OF THE CITY OF VALLEJO APPROVING A MASTER SERVICES AND PURCHASING AGREEMENT WITH AXON ENTERPRISE, INC. AND

AUTHORIZING THE CITY MANAGER TO SIGN THE SAME

Page 2 ends

• Evidence.com software licenses: Evidence.com provides a comprehensive data management solution that provides effective and efficient collection, transfer, retrieval, sharing, and management of digital evidence files. Evidence.com is a cloud-based software, which means no physical servers or hardware are located at the department and provides a higher level of security and stability than local storage.

• Axon Body 4: The latest body camera offered by Axon, all department cameras will be upgraded to the Body 4 technology. The contract allows for 115 cameras.

• Taser 10: The latest Taser integrates with Evidence.com to automatically download firmware updates and allows for easy inventory management. Additionally, improved darts technology allows for improved accuracy and quantity, resulting in increased effectiveness during deployment.

• Fleet 3 In-Car Cameras: This contract renews the existing (4) Fleet 3 cameras and adds (15) Fleet 3 kits for a total of (55) in-car Fleet 3 dash cameras.

• Axon Air: Software management for the agency's drone program. Allows agency to easily retain flight logs, audit trails, maintenance logs, and upload evidence securely to Axon servers.

• Respond Plus: Enhances real-time coordination during critical incidents with location-based insights and communication tools.

• Auto-Tagging: Utilizes agency CAD data to automatically label BWC video for proper evidence retention.

• Redaction Assistant: Automates video redaction, protecting privacy while maintaining transparency.

• Community Request: Enables direct community engagement, allowing the public to submit evidence securely.

• Axon Performance: Streamlines agency video reviews, measures policy compliance, assists officers with labeling videos.

Date: December 17, 2024
Subject: ADOPT A RESOLUTION OF THE CITY OF VALLEJO APPROVING A MASTER SERVICES AND PURCHASING AGREEMENT WITH AXON ENTERPRISE, INC. AND

AUTHORIZING THE CITY MANAGER TO SIGN THE SAME

Page 3 ends

• Complimentary Services: Virtual reality Taser 10 setup and 2-day training for up to 10 students. Free Axon Interview Program for (4) total rooms - this technology could replace the department’s existing interview room recording technology if deemed higher in quality. These items have been included by Axon at no cost to show Axon’s commitment to the department’s success and appreciation for our partnership for almost 10 years.

FISCAL IMPACT
The agreement will cost the general fund and SLEF Fund 151 a total of $2,293,030 over a five-year period.

The breakdown per fiscal year is shown below:

Year 1 – Fiscal Year 24/25: $431,797
Year 2 – Fiscal Year 25/26: $465,308
Year 3 – Fiscal Year 26/27: $465,308
Year 4 – Fiscal Year 27/28: $465,308
Year 5 – Fiscal Year 28/29: $465,309

If approved, the FY 24/25 (Year 1) will be paid out of the existing Police Department's General Fund budget and Fund 151..

Funding for the remaining four years (Year 2-5) will be requested in the annual budget process.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. AXON_2024_Reso CAO STAMP

2. Vallejo_Police_Dept__Customer__non-US_Fed_10.22.24 Clean CAO STAMP

3. SAB-RESO-2024-002-AXON

CONTACT
Jason Ta, Interim Police Chief
[email protected]

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO. 24-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING

A MASTER SERVICES AND PURCHASING AGREEMENT BETWEEN
THE CITY OF VALLEJO AND AXON ENTERPRISE, INC.

WITH A TOTAL NOT TO EXCEED AMOUNT OF $2,293,030 FOR FIVE YEARS AND

AUTHORIZING THE CITY MANAGER TO SIGN THE SAME
WHEREAS, Axon Enterprise, Inc. has been providing important hardware, software and services to the Vallejo Police Department since 2015, which includes but is not limited to: body worn and in-car camera systems, Taser equipment, data storage; and
WHEREAS, the Vallejo Police Department has reviewed, negotiated and is now recommending the City enter into a new five-year agreement with Axon Enterprise, Inc. to provide continued continuity of services and updated equipment for law enforcement personnel; and WHEREAS, the Surveillance Advisory Board met on December 2, 2024, wherein the Board received a presentation from City and Axon staff, and approved a resolution (#2024-002) recommending the City Council approve said contract.

NOW, THEREFORE BE IT RESOLVED that the City Council hereby approves the Master Services and Purchasing Agreement between the City of Vallejo and Axon Enterprises, Inc. for a five-year term, and a total contract amount not to exceed $2,293,030; and authorizes the City Manager to execute same.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on December 17, 2024, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN
ATTEST
ROBERT H. MCCONNELL, MAYOR
DAWN G. ABRAHAMSON, CITY CLERK
Master Services and Purchasing Agreement
Version: 21
Release Date: April 1, 2024 Page 1 of 38
Approved as to form:

By: for
Veronica Nebb, City Attorney
This Master Services and Purchasing Agreement ("Agreement") is between Axon Enterprise, Inc. ("Axon"), and the Customer listed below or, if no Customer is listed below, the customer on the Quote attached hereto ("Customer").

This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a "Party" and collectively "Parties". This Agreement governs Customer’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows:

1.Definitions.

1.1. "Axon Cloud Services" means Axon’s web services, including, but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.

1.2. "Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices.

1.3. "Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices.

Any inconsistent or supplemental terms within Customer’s purchase order in response to a Quote will be void.

Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.

1.4. "Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.

2.Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").

2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term").

2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3.Payment. Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront yearly basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term Payment obligations are non-cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys’ fees.

4.Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate.

5.Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon’s delivery to the common carrier. Customer is responsible for any shipping charges in the Quote.

6.Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law.

7.Warranty.

Master Services and Purchasing Agreement
Version: 21
Release Date: April 1, 2024 Page 2 of 38

7.1.Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Customer’s receipt, except Signal Sidearm and Axon-manufactured accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of Customer’s receipt. Used conducted energy weapon ("CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one- (1-) year hardware warranty through the extended warranty term purchased.

7.2.Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer.

7.3.Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon- manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be new or like new.

Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.

7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Customer must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.

7.4.Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms under Section

5. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose.

7.5.Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number.

Axon’s warranty will be void if Customer resells Axon Devices.

7.5.1.To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement.

7.5.2.Except for claims related to bodily injury, death or real or personal property or product liability, Axon’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.6.Online Support Platforms. Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.

7.7.Third-Party Software and Services. Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any.

Master Services and Purchasing Agreement
Version: 21
Release Date: April 1, 2024 Page 3 of 38

7.8.Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, "Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer.

8.Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables ("SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW.

Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.

9.Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.

10.Design Changes. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer.

11.Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Customer’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Customer’s election not to utilize any portion of an Axon bundle.

12.Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.

13.IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated.

14.IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Customer or a third-party not approved by Axon; (b) use of Axon- manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.

15.Customer Responsibilities. Customer is responsible for (a) Customer’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Customer or a Customer end user; (c) disputes between Customer and a third-party over Customer’s use of Axon Devices; (d) ensuring Axon Devices are destroyed and disposed of securely and sustainably at Customer’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.

16.Termination.

16.1.For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured at the end of thirty (30) days. If Customer terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

16.2.By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable.

16.3.Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer’s suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices.Only if terminating for non- Master Services and Purchasing Agreement
Version: 21
Release Date: April 1, 2024 Page 4 of 38
appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.

17.Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, Customer will provide Axon 10 days to seek an order from an appropriate court to prevent such disclosure. If Axon fails to provide a file stamped copy of a complaint or request for temporary restraining order within said 10-days, Customer may disclose the requested information.

18.General.

18.1.Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.

18.2.Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties.

18.3.Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

18.4.Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

18.5.Compliance with Laws. Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968.

18.6.Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

This Agreement is binding upon the Parties respective successors and assigns.

18.7.Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

18.8.Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

18.9.Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices.

18.10.Governing Law. The laws of the country, state, province, or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

18.11.Notices. All notices must be in English. Notices posted on Customer’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].

18.12Entire Agreement. This Agreement, the Appendices, Quote and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature.

AXON:CUSTOMER:

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Axon Enterprise, Inc.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

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Axon Cloud Services Terms of Use Appendix

1. Definitions.
a. "Customer Content" is data uploaded into, ingested by, or created in Axon Cloud Services within Customer’s tenant, including media or multimedia uploaded into Axon Cloud Services by Customer.

Customer Content includes Evidence but excludes Non-Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content.
c. "Non-Content Data" is data, configuration, and usage information about Customer’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Customer Content. d. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. e. "Provided Data" means de-identified, de-personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports.
f. "Transformed Data" means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

2.Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Customer may not upload non-TASER Data to Axon Evidence Lite.

3.Customer Owns Customer Content. Customer controls and owns all right, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon’s business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein.

Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

4.Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems.

5.Customer Responsibilities. Customer is responsible for (a) ensuring Customer owns Customer Content; (b) ensuring no Customer Content or Customer end user’s use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user’s access to Axon Cloud Services. a. Customer will also maintain the security of end usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer’s account or Customer Content, or if account information is lost or stolen.

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6.Privacy. Customer’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.

7.Axon Body Wi-Fi Positioning. Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer’s Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Customer,

8.Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device.

Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access.

9.Third-Party Unlimited Storage. For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third-Party Unlimited Storage and the Axon Evidence end user or Customer is prohibited from storing data for other law enforcement agencies; and (iii) Customer may only upload and store data that is directly related to (1) the investigation of, or the prosecution of a crime, (2) common law enforcement activities, or (3) any Customer Content created by Axon Devices or Axon Evidence.

10.Location of Storage. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content. If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located. Ownership of Customer Content remains with Customer.

11.Suspension. Axon may temporarily suspend Customer’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third- party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension.

Axon will not delete Customer Content because of suspension, except as specified in this Agreement.

12.Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services.

13.TASER Data Science Program. Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

14. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data.

15.Axon grants to Customer an irrevocable, perpetual, fully paid, royalty-free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided “as is” and without any warranty of any kind.

16. In the event Customer seeks Axon’s deletion of Provided Data, it may submit a request to [email protected].

Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer.

17.Axon Records. Axon Records is the software-as-a-service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 bundle. During Customer’s Axon Records Subscription Term, if any, Customer will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis.

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b. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") c. An "Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.
d. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Customer purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Customer.
e. Users of Axon Records at the Customer may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages.

18.Axon Cloud Services Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
f. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; g. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; h. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
i. use Axon Cloud Services as a service bureau, or as part of a Customer infrastructure as a service; j. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
k. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
l. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or m. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code.

19.Axon Narrative. AI-Assisted Report Writing feature. Axon may impose usage restrictions if a single user generates more than one hundred (100) reports per month for two or more consecutive months.

20.After Termination. Axon will not delete Customer Content for ninety (90) days following termination. There will be no functionality of Axon Cloud Services during these ninety (90) days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services.

21.Post-Termination Assistance. Axon will provide Customer with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

22.U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Master Services and Purchasing Agreement for Customer
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Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services.

23.Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions.

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Axon Customer Experience Improvement Program Appendix

1.Axon Customer Experience Improvement Program (ACEIP). The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

2.ACEIP Tier 1.

2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, "ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 11.

For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content ("Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) ("New Use Case").

2.2.Expiration of ACEIP Tier 1. Customer consent granted herein will expire upon termination of the Agreement.

In accordance with section 1.1.1, within 30 days of receiving the Customer’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer.

3.ACEIP Tier 2. In addition to ACEIP Tier 1, if Customer wants to help further improve Axon’s services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.

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Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data.
☐ Check this box if Customer wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2.

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Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.

1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date.

2. Axon Full Service (Axon Full Service). Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on-site service and a professional services manager to work with Customer to assess Customer’s deployment and determine which on-site services are appropriate. If Customer requires more than four (4) consecutive on-site days, Customer must purchase additional days. Axon Full Service options include:

System set up and configuration
•Instructor-led setup of Axon View on smartphones (if applicable) •Configure categories and custom roles based on Customer need •Register cameras to Customer domain
•Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access •One on-site session included
Dock configuration
•Work with Customer to decide the ideal location of Docks and set configurations on Dock •Authenticate Dock with Axon Evidence using admin credentials from Customer •On-site assistance, not to include physical mounting of docks Best practice implementation planning session
•Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies
•Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management
•Provide referrals of other agencies using the Axon camera devices and Axon Evidence •Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
•Assistance with device set up and configuration
•Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review

3. Body-Worn Camera Starter Service (Axon Starter). Axon Starter includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer’s deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Starter options include:

System set up and configuration (Remote Support)
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•Troubleshoot IT issues with Axon Evidence and Dock access Dock configuration
•Work with Customer to decide the ideal location of Dock setup and set configurations on Dock •Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer •Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
•Assistance with device set up and configuration
•Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide

4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual). Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on-site services.

5. CEW Services Packages. CEW Services Packages are detailed below:

System set up and configuration
•Configure Axon Evidence categories & custom roles based on Customer need. •Troubleshoot IT issues with Axon Evidence.
•Register users and assign roles in Axon Evidence.
•For the CEW Full Service Package: On-site assistance included •For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Customer 4–6 weeks before rollout Best practice implementation planning session to include:
•Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies
•Discuss the importance of entering metadata and best practices for digital data management •Provide referrals to other agencies using TASER CEWs and Axon Evidence •For the CEW Full Service Package: On-site assistance included •For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
•Provide training on the Axon Evidence to educate instructors who can support Customer’s subsequent Axon Evidence training needs.
•For the CEW Full Service Package: Training for up to 3 individuals at Customer •For the CEW Starter Package: Training for up to 1 individual at Customer TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go-live review
For the CEW Full Service Package: On-site assistance included.

For the CEW Starter Package: Virtual assistance included.

6. Smart Weapon Transition Service. The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Customer is replacing with newer Smart Weapon models.

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Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.

Axon will provide Customer with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.

7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Customer to assess Customer's deployment and determine which Services are appropriate. The VR Service training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon VR headset content
• Configure Customer settings based on Customer need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Customer's in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, basic operation, and best practices

8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer's requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Air, On-Site training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon Air App (ASDS)
• Configure Customer settings based on Customer need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices

9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually.

10. Signal Sidearm Installation Service.
a.Purchases of 50 SSA units or more: Axon will provide one (1) day of on-site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/training area. b.Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of installation and device calibration.

11. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

12. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.

Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon personnel to Customer premises as work hours.

13. Access Computer Systems to Perform Services. Customer authorizes Axon to access relevant Customer Master Services and Purchasing Agreement for Customer
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computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Customer.

Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer.

14.Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation"). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.

Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Customer when Axon generally releases it

15.Acceptance. When Axon completes professional services, Axon will present an acceptance form ("Acceptance Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Customer to have accepted the professional services.

16.Customer Network. For work performed by Axon transiting or making use of Customer’s network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer’s network from any cause.

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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.

1.TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty.

2.Officer Safety Plan. If Customer purchases an Officer Safety Plan ("OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon.

3.OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term").

4.TAP BWC Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.

5.TAP Dock Upgrade. If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote ("Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Customer originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Customer originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option.

6.Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer.

7.Upgrade Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

8.Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer.

9.Termination. If Customer’s payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2. Axon will not and has no obligation to provide the Upgrade Models.

9.3. Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP.

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TASER Device Appendix
This TASER Device Appendix applies to Customer’s TASER 10, OSP 10, OSP Plus, or OSP 10 Plus Premium purchase from Axon, if applicable.

1.Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty.

2.Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on-demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor vouchers for every thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion however Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other device or service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course.

3.Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a five- (5-) year term, which includes the hardware manufacturer’s warranty plus the four- (4-) year extended term.

4.Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade-in of hardware, Customer must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Customer the value of the trade-in credit. Customer may not destroy Trade-In Units and receive a trade-in credit.

Customer Size Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days
100 to 499 officers 90 days
500+ officers 180 days

5.TASER Device Subscription Term. The TASER Device Subscription Term for a standalone TASER Device purchase begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP 7/10 start date.

6.Access Rights. Upon Axon granting Customer a TASER Device Axon Evidence subscription, Customer may access and use Axon Evidence for the storage and management of data from TASER Devices devices during the TASER Device Subscription Term. Customer may not exceed the number of end users the Quote specifies.

7.Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968.

8.Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10.

9.Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon.

10.Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer’s TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination:

10.1.TASER Device extended warranties and access to Training Content will terminate. No refunds will be given.

10.2.Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan.

10.3.Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating Master Services and Purchasing Agreement for Customer
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for non-appropriations, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of termination.

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Axon Auto-Tagging Appendix
If Auto-Tagging is included on the Quote, this Appendix applies.

1.Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Customer’s Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto-populate Axon video meta-data with a case ID, category, and location-based on data maintained in Customer’s CAD or RMS.

2.Support. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Customer maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Customer changes its CAD or RMS.

3.Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope.

The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule.

4.Customer Responsibilities. Axon’s performance of Auto-Tagging Services requires Customer to:

4.1. Make available relevant systems, including Customer’s current CAD or RMS, for assessment by Axon (including remote access if possible);

4.2. Make required modifications, upgrades or alterations to Customer’s hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services;

4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;

4.5. Promptly install and implement any software updates provided by Axon;

4.6. Ensure that all appropriate data backups are performed;

4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;

4.8. Provide Axon with remote access to Customer’s Axon Evidence account when required;

4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and

4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon.

5.Access to Systems. Customer authorizes Axon to access Customer’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer.

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Axon Fleet Appendix
If Axon Fleet 2, Axon Fleet 3, or any future generation of Axon Fleet (collectively, “Axon Fleet”) is included on the Quote, this Appendix applies.

1.Customer Responsibilities.

1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the qualifier call and on-site assessment at Customer and in any technical qualifying questions. If Customer’s representations are inaccurate, the Quote is subject to change.

1.2. Customer is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon Fleet systems into Customer vehicles. Customer is responsible for making available all vehicles for which installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available may require an equitable adjustment in fees or schedule.

2.Cradlepoint. If Customer purchases Cradlepoint Enterprise Cloud Manager, Customer will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint support, Customer will contact Cradlepoint directly.

3.Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.

4. Wireless Offload Server.

4.1.License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server ("WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.

4.2.Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.

4.3.Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.

4.4.WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer’s store and forward servers solely for troubleshooting and maintenance.

5. Axon Vehicle Software.

5.1.License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription.

5.2.Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.

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6.Acceptance Checklist. If Axon provides services to Customer pursuant to any statement of work in connection with Axon Fleet, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables.

7.Axon Fleet Upgrade. If Customer has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Customer with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as scheduled on the Quote.

7.1. If Customer would like to change models for the Axon Fleet Upgrade, Customer must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Customer is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade.

7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Customer does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Customer.

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Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote.

1.Axon Respond Subscription Term. If Customer purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Customer, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.

2.Scope of Axon Respond. The scope of Axon Respond is to assist Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Customer on upgrading Customer’s Axon Respond to better meet Customer’s needs.

3.Axon Body LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera.

Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable.

LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Customer’s consent.

4.Axon Fleet LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Customer’s LTE carrier.

5.Axon Respond Service Limitations. Customer acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

5.1. With regard to Axon Body, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third-party beneficiary of any agreement between Axon and the underlying carrier.

6.Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.

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Add-on Services Appendix
This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on the Quote.

1.Subscription Term. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or OSP 10 Term, or (2) date Axon provisions Axon Community Request Axon Redaction Assistant, or Axon Performance to Customer.

1.1. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Customer, or (2) first day of the month following the Effective Date.

1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on.

2.Axon Community Request Storage. For Axon Community Request, Customer may store an unlimited amount of data submitted through the public portal ("Portal Content"), within Customer’s Axon Evidence instance. The post- termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.

3.Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Customer, Axon will need to store call for service data from Customer’s CAD or RMS.

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Axon Auto-Transcribe Appendix
This Appendix applies if Axon Auto-Transcribe is included on the Quote.

1.Subscription Term. If Customer purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to Customer. If Customer purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Customer.

1.1. If Customer cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage.

2.Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Customer will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Customer additional fees for exceeding the number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to Customer by Axon.

3.Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto- Transcribe, Customer may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third-party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages.

4.Warranty. Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe.

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Axon Virtual Reality Content Terms of Use Appendix
If Virtual Reality is included on the Quote, this Appendix applies.

1.Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Customer related to virtual reality (collectively, "Virtual Reality Media").

2.Headsets. Customer may purchase additional virtual reality headsets from Axon. In the event Customer decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Customer must purchase those headsets from Axon.

3.License Restrictions. All licenses will immediately terminate if Customer does not comply with any term of this Agreement. If Customer utilizes more users than stated in this Agreement, Customer must purchase additional Virtual Reality Media licenses from Axon. Customer may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Customer may not:

3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media;

3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same;

3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement;

3.4. use trade secret information contained in Virtual Reality Media;

3.5. resell, rent, loan or sublicense Virtual Reality Media;

3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or

3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media.

4.Privacy. Customer’s use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/axonvrprivacypolicy.

5.Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the terms in this Agreement.

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Axon Application Programming Interface Appendix
This Appendix applies if Axon’s API Services or a subscription to Axon Cloud Services are included on the Quote.

1.Definitions.

1.1. "API Client" means the software that acts as the interface between Customer’s computer and the server, which is already developed or to be developed by Customer.

1.2. "API Interface" means software implemented by Customer to configure Customer’s independent API Client Software to operate in conjunction with the API Service for Customer’s authorized Use.

1.3. "Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Customer’s Axon Evidence account or integrate Customer’s Axon Evidence account with other systems.

1.4. "Use" means any operation on Customer’s data enabled by the supported API functionality.

2.Purpose and License.

2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer’s use of API Service. Customer will not use API Service for commercial use.

2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer’s Use in connection with Customer’s API Client.

2.3. Axon reserves the right to set limitations on Customer’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits.

3.Configuration. Customer will work independently to configure Customer’s API Client with API Service for Customer’s applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer’s registration, Axon will provide documentation outlining API Service information.

4.Customer Responsibilities. When using API Service, Customer and its end users may not:

4.1. use API Service in any way other than as expressly permitted under this Agreement;

4.2. use in any way that results in, or could result in, any security breach to Axon;

4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services;

4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service;

4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;

4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;

4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;

4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;

4.9. make available to a third-party, any token, key, password or other login credentials to API Service;

4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or

4.11. disclose Axon’s API manual.

5.API Content. All content related to API Service, other than Customer Content or Customer’s API Client content, is Master Services and Purchasing Agreement for Customer
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considered Axon’s API Content, including:

5.1. the design, structure and naming of API Service fields in all responses and requests;

5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases, users, or reports;

5.3. the structure of and relationship of API Service resources; and

5.4. the design of API Service, in any part or as a whole.

6.Prohibitions on API Content. Neither Customer nor its end users will use API content returned from the API Interface to:

6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;

6.3. misrepresent the source or ownership; or

6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices).

7.API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer’s API Client required as a result of such API Update. API Updates may adversely affect how Customer’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions.

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FUSUS Appendix
If Virtual Reality is included on the Quote, this Appendix applies.

1.Access. Upon Axon granting Customer a subscription to FUSUS cloud services in the Quote, Customer may access and use FūsusONE Real Time Interoperability Solution services to for the purpose of viewing and managing Customer Content. Some Customer content contained in Axon’s Evidence.com may not be accessible or transferable to the FUSUS cloud services.

2. Product Limits. The following limitations apply to the below products:

Lite Basic Pro Enterprise Enterprise Plus
Total Number of Managed End Points 150 150 500 1500 4500 Max Number of Video Streams Connected 0 150 500 1500 4500 Indefinite Cloud Storage 2TB 5TB 10TB 30TB
Overages may result in additional fees or the need to upgrade product.

3.Disclaimer. Customer is responsible for use of any internet access devices and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by Customer to access the service (“Third-Party Components”) are the sole and exclusive responsibility of Customer, and that Axon has no responsibility for such Third-party Components, FUSUS cloud services, or Customer relationships with such third parties. Customer agrees to at all times comply with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any specific third-party hardware or software or any other Third-Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services.

4.Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and undertaking data analytics. Customer Content saved in Axon Cloud Services is the sole property of Customer and may not be distributed by Axon to any third parties outside of the Customer’s organization without the Customer’s expressed written consent.

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Axon Channel Services Appendix
This Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote.

1. Definitions.

1.1. "Axon Digital Evidence Management System" means Axon Evidence or Axon Evidence Local, as specified in the attached Channel Services Statement of Work.

1.2. "Active Channel" means a third-party system that is continuously communicating with an Axon Digital Evidence Management System.

1.3. "Inactive Channel" means a third-party system that will have a one-time communication to an Axon Digital Evidence Management System.

2.Scope. Customer currently has a third-party system or data repository from which Customer desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Customer’s third-party data into an Axon Digital Evidence Management System or the transfer of Customer data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work ("Channel Services SOW"). Channel Services will not delete any Customer Content. Customer is responsible for verifying all necessary data is migrated correctly and retained per Customer policy.

3.Changes. Axon is only responsible to perform the Services described in this Appendix and Channel Services SOW.

Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

4.Purpose and Use. Customer is responsible for verifying Customer has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW.

For Active Channels, Customer is responsible for any changes to a third-party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees.

An Axon Field Engineer may require access to Customer’s network and systems to perform the Services described in the Channel Services SOW. Customer is responsible for facilitating this access per all laws and policies applicable to Customer.

5.Project Management. Axon will assign a Project Manager to work closely with Customer’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget.

6.Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner.

7.Monitoring. Axon may monitor Customer’s use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement.

Customer agrees not to interfere with such monitoring or obscure from Axon Customer’s use of channel services.

8.Customer’s Responsibilities. Axon’s successful performance of the Channel Services requires Customer:

8.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access);

8.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Customer (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Customer premises with laptop personal computers and any other materials needed to perform the Channel Services);

8.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services;

8.4. Ensure all appropriate data backups are performed;

8.5. Provide Axon with remote access to the Customer’s network and third-party systems when required for Axon to perform the Channel Services;

8.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and

8.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, Master Services and Purchasing Agreement for Customer
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and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services).

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Axon Investigate Appendix
If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the following appendix shall apply.

1.License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote, Axon grants to Customer a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Customer any right to enhancements or updates, but if such are made available to Customer and obtained by Customer they shall become part of the Software and governed by the terms of this Agreement.

2.Third-Party Licenses. Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Customer agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Customer terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software.

3.Restrictions on Use. Customer may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Customer may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Customer may not rent, lease, sublicense, grant a security interest in or otherwise transfer Customer’s rights to or to use the Software. Any rights not granted are reserved to Axon.

4.Term. For purchased perpetual Licenses only—excluding Licenses leased for a pre-determined period, evaluation licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Customer fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre- determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Customer.

5.Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This Agreement does not provide Customer with title or ownership of the Software, but only a right of limited use.

6.Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Customer may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices regarding proprietary rights as contained in the Software as originally provided to Customer. If Customer receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Customer to use the copy of media on an additional server.

7.Actions Required Upon Termination. Upon termination of the license associated with this Agreement, Customer agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Customer ("Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular backups of Customer's computer or computer system, Customer agrees not to access such media for the purpose of recovering the Software or online Software Documentation.

8.Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department of Commerce’s Table of Denials.

9.U.S. Government Restricted Rights. The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and Customer supplements to them.

Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or Master Services and Purchasing Agreement for Customer
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subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255.

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My90 Terms of Use Appendix
Definitions.

1.1. "My90" means Axon’s proprietary platform and methodology to obtain and analyze feedback, and other related offerings, including, without limitation, interactions between My90 and Axon products.

1.2. "Recipient Contact Information" means contact information, as applicable, including phone number or email address (if available) of the individual whom Customer would like to obtain feedback.

1.3. "Customer Data" means

1.3.1. "My90 Customer Content" which means data, including Recipient Contact Information, provided to My90 directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology. My90 Customer Content does not include My90 Non- Content Data.

1.3.2. "My90 Non-Content Data" which means data, configuration, and usage information about Customer's My90 tenant, and client software, users, and survey recipients that is Processed (as defined in Section 1.6 of this Appendix) when using My90 or responding to a My90 Survey. My90 Non-Content Data includes data about users and survey recipients captured during account management and customer support activities. My90 Non-Content Data does not include My90 Customer Content.

1.3.3. "Survey Response" which means survey recipients' response to My90 Survey.

1.4. "My90 Data" means

1.4.1. "My90 Survey" which means surveys, material(s) or content(s) made available by Axon to Customer and survey recipients within My90.

1.4.2. "Aggregated Survey Response" which means Survey Response that has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to, a particular individual.

1.5. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

1.6. "Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

1.7. "Sensitive Personal Data" means Personal Data that reveals an individual’s health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership.

2.Access. Upon Axon granting Customer a subscription to My90, Customer may access and use My90 to store and manage My90 Customer Content, and applicable My90 Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon’s Master Service and Purchasing Agreement or in the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern.

3.IP address. Axon will not store survey respondents’ IP address.

4.Customer Owns My90 Customer Content. Customer controls or owns all right, title, and interest in My90 Customer Content. Except as outlined herein, Axon obtains no interest in My90 Customer Content, and My90 Customer Content is not Axon’s business records. Except as set forth in this Agreement, Customer is responsible for uploading, sharing, managing, and deleting My90 Customer Content. Axon will only have access to My90 Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to My90 Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of My90 and other Axon products.

5.Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified Master Services and Purchasing Agreement for Customer
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in Schedule 1 Details of the Processing, to this Appendix.

6.Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting.

7.Privacy. Customer use of My90 is subject to the My90 Privacy Policy, a current version of which is available at https://www.axon.com/legal/my90privacypolicy. Customer agrees to allow Axon access to My90 Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products including My90 and related services; and (c) enforce this Agreement or policies governing the use of My90 or other Axon products.

8.Location of Storage. Axon may transfer Customer Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer Data within the United States. Ownership of My90 Customer Content remains with Customer.

9.Required Disclosures. Axon will not disclose Customer Data that Customer shares with Axon except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law.

10.Data Sharing. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below:

10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon’s behalf to provide products or services to Customer.

10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or reasonably be linked directly or indirectly to a particular individual.

11.License and Intellectual Property. Customer grants Axon, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives. Axon may not release Customer Data to any third party under this right that is not aggregated and de-identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may make any lawful use of My90 Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses My90 Data.

12.Customer Use of Aggregated Survey Response. Axon will make available to Customer Aggregated Survey Response and rights to use for any Customer purpose.

13.Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonable, for the fulfilment of Customer's obligation to respond to a Data Subject Request regarding any Personal Data contained within My90 Customer Content. If in regard to My90 Customer Content, Axon receives a Data Subject Request from Customer's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within seventy-two (72) hours, to make its request directly to Customer. Customer will be responsible for responding to any such request.

14.Assistance with Requests Related to My90 Customer Content. With regard to the processing of My90 Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon shall not respond to such requests, complaints, or communications, unless Customer has given Axon written Master Services and Purchasing Agreement for Customer
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instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request.

15.Axon Evidence Partner Sharing. If Axon Evidence partner sharing is used to share My90 Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon.

Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon.

16.Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology will be retained for twenty-four (24) hours. Axon will not delete Aggregated Survey Response for four (4) years following termination of this Agreement. There will be no functionality of My90 during these four (4) years other than the ability to submit a request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response.

17.Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared My90 Customer Content or the potential monetization of Survey Response and Aggregated Survey Response.

18.Managing Data Shared. Customer is responsible for:

18.1. Ensuring My90 Customer Content is appropriate for use in My90. This includes, prior to sharing: (a) applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with applicable public disclosure officers and related legal teams;

18.2. Ensuring that only My90 Customer Content that is authorized to be shared for the purposes outlined is shared with Axon. Customer will periodically monitor or audit this shared data;

18.3. Using an appropriately secure data transfer mechanism to provide My90 Customer Content to Axon;

18.4. Immediately notifying Axon if My90 Customer Content that is not authorized for sharing has been shared.

Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Customer Content in the event Customer requests to un-share previously shared My90 Customer Content;

19.Prior to enrollment in My90. Prior to enrolling in My90, Customer will:

19.1. determine how to use My90 in accordance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations;

19.2. develop a set of default qualification criteria of what My90 Customer Content may be shared with Axon; and

19.3. assign responsibilities for managing what My90 Customer Content is shared with Axon and educate users on what data may or not be shared with Axon.

20.Customer Responsibilities. Customer is responsible for:

20.1. ensuring no My90 Customer Content or Customer end user’s use of My90 Customer Content or My90 violates this Agreement or applicable laws;

20.2. providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Customer Data in accordance with this Agreement; and

20.3. maintaining necessary computer equipment and Internet connections for use of My90. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user’s access to My90. Customer will also maintain the security of end usernames and passwords and security and access by end users to My90 Customer Content. Customer is responsible for ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or My90 Customer Content or if Master Services and Purchasing Agreement for Customer
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account information is lost or stolen.

21.Suspension. Axon may temporarily suspend Customer's or any end user’s right to access or use any portion or all of My90 immediately upon notice, if Customer or end user’s use of or registration for My90 may (a) pose a security risk to Axon products including My90, or any third-party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent.

Customer remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete My90 Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement.

22.My90 Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

22.1. copy, modify, tamper with, repair, or create derivative works of any part of My90;

22.2. reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code included in My90, or allow others to do the same;

22.3. access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

22.4. use trade secret information contained in My90, except as expressly permitted in this Agreement;

22.5. access My90 to build a competitive product or service or copy any features, functions, or graphics of My90;

22.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within My90; or

22.7. use My90 to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.

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Schedule 1- Details of the Processing

1. Nature and Purpose of the Processing. To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include:

1.1. Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates.

Customer may designate members of the community, staff or officers from whom they would like to obtain feedback;

1.2. Creation of custom forms for surveys. Customer may select questions from a list of pre-drafted questions or create their own;

1.3. Distribution of survey via multiple distribution channels such as text message;

1.4. Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey Responses which contain analysis and insights from the Survey Response;

1.5. Direct integrations into information systems including Computer Aided Dispatch ("CAD"). This will enable Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback, enabling Axon to communicate directly with these individuals;

1.6. Data Dashboard Beta Test ("Data Dashboard") where Survey Response and Aggregated Survey Response will be displayed for Customer use. Customer will be able to analyze, interpret, and share results of the Survey Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Customer to test before they are publicly available;

1.7. Survey Responses will be aggregated and de-identified and may be subsequently distributed and disclosed through various mediums to: (1) Customer; (2) other Axon Customer; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and

1.8. Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training.

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Axon Event Offer Appendix
If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon (“Axon Event”), the following shall apply:

1.General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer-selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer’s understanding of the terms and conditions outlined in this Axon Event Offer Appendix.

2.Attendee/Employee Selection. Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s).

3.Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon’s provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements.

If Customer’s local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements.

4.Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement.

5.Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation.

6.Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations.

RESOLUTION NO. 2024-002

A RESOLUTION OF THE CITY OF VALLEJO SURVEILLANCE ADVISORY BOARD

RECOMMENDING THE PURCHASE OF THE NEW AXON BODY WORN CAMERAS AS

REQUESTED BY THE VALLEJO POLICE DEPARTMENT

WHEREAS, the City of Vallejo Surveillance Advisory B oard (the “Board”) has been tasked with reviewing the deployment and use of surveillance technology by City Departments as well as the policies associated therewith, and making recommendations to the requesting Department Head with copies to the City Council, City Manager and City Attorney; and

WHEREAS, the Vallejo Police Department proposes to purchase replacement Axon Body Worn Camera technology as well as new TASER technology (collectively, the “Technology”) from Axon Enterprise, Inc. (“Axon”); and

WHEREAS, VPD is requesting that the Board recommend the deployment of the new Body Warn Camera Technology within the City of Vallejo; and

WHEREAS, the Board received a presentation from Axon about the capabilities of the Technology and its use; and

WHEREAS, the B oard has heard comments from the VPD staff concerning the use of the Technology; and

WHEREAS, the Board has provided the public an opportunity to comment at an open, public meeting about the use of the Technology; and

WHEREAS, the Board has deliber ated amongst its members and considered staff comments, the Axon presentation, the proposed contract and comments from the public, if any.

NOW, THEREFORE, THE SURVEILLANCE ADVISORY BOARD OF THE CITY OF VALLEJO DOES RESOLVE AS FOLLOWS:

SECTION 1. The Board finds that the proposed use of the Technology is appropriate and recommends its deployment which will benefit the City of Vallejo and its citizens.

Adopted by the City of Vallejo Surveillance Advisory Board at a special meeting held on December 2, 2024, with the following vote:

AYES: BOARDMEMBERS REDDELL, MORENO, STEWART, VICE CHAIR LEE NOES: NONE
ABSENT: CHAIR SORCE, PASHOLK
ABSTAIN: NONE
______________________________________

SIMON LEE, VICE CHAIR
ATTEST:
______________________________________

NAVEED ASHRAF, SECRETARY
Docusign Envelope ID: F87B6E67-7ED2-4F3F-AD36-EDF140A07E16

ACTION ITEM 9.D.

DATE: December 17, 2024
TO: Mayor and Members of the City Council
FROM: Jason Ta, Interim Chief of Police
SUBJECT: CONSIDERATION OF AND FINDING TO CONTINUE THE STATE OF LOCAL

EMERGENCY RELATING TO PUBLIC SAFETY STAFFING AND UPDATE ON ACTIONS

TAKEN TO DATE

RECOMMENDATION
Receive the update and confirm the continued existance of the conditions leading to the declaration of a state of local emergency.

REASONS FOR RECOMMENDATION
As presented at the July 25, 2023 City Council meeting, the City of Vallejo Police Department is facing a significant staffing crisis and the number of sworn staff continues to decline. When presented with this information, City Council unanimously agreed to approve a Proclamation of Emergency. The proclamation allows the City Manager to quickly implement changes related to police staffing and the continuation of providing police services to Vallejo.

State law requires that it be reaffirmed every 60 days. The 60th day since the last confirmation of the proclamation is October 22, 2024.

BACKGROUND AND DISCUSSION
On July 25, 2023, the City Council unanimously voted to approve a Proclamation of Emergency due to the critical staffing levels at the City of Vallejo Police Department. Below is an update on the items previously discussed when the local emergency was declared:

Status of the 4 Phases (as of Dec 6, 2024):

Phase #1 – Service Model Reduction
This phase has been partially implemented.

Phase #2 & #3 – Rotation of Officers to Patrol Shifts & Completely Collapsing Traffic Division Phase #2 is completed.

Phase #3 is in progress with the Traffic Division collapsed as of July 2023. Due to returning VPD officers, detectives are no longer filling patrol vacancies.

Phase #4 – Modifying All Patrol Shifts to 12-hour Shifts or Another Staffing Model It does not appear that the department will be entering into Phase 4.

Current Staffing Numbers (as of Dec 6, 2024):

Total Sworn Staffing: 75
Number of Officers Working Patrol: 38

Outside Agency Assistance:

Date: December 17, 2024
Subject: CONSIDERATION OF AND FINDING TO CONTINUE THE STATE OF LOCAL

EMERGENCY RELATING TO PUBLIC SAFETY STAFFING AND UPDATE ON

ACTIONS TAKEN TO DATE

Page 2 ends

Vallejo City CouncilDecember 17, 2024

Vallejo City Council
December 17, 2024