CITY OF SIMI VALLEY MEMORANDUM

October 16, 2017

TO: City Council FROM: Office of the City Manager SUBJECT: CONSIDERATION OF A LEASE AGREEMENT WITH KAISER

FOUNDATION HEALTH PLAN, INC. FOR THE LEASE OF THE CITY’S DEVELOPMENT SERVICES BUILDING LOCATED AT 3855-A ALAMO STREET AND CONSIDERATION OF A COMMISSION AGREEMENT WITH JONES LANG LASALLE

STAFF RECOMMENDATION It is recommended the City Council: 1. Approve the Lease with Kaiser Foundation Health Plan, Inc. (page 7) for a lease

of the City’s Development Services Building located at 3855-A Alamo Street. 2. Approve the Commission agreement (page 40) with Jones Lang LaSalle. CITY MANAGER’S RECOMMENDATION The City Manager recommends approval. The lease allows for the credit of tenant improvements in rent without the City being required to front cash for improvements. The City rent revenue will begin at approximately $480,000 annual equivalent after the tenant improvement and facility improvements credit period ends. BACKGROUND AND OVERVIEW In 2013, the City and the Simi Valley Community Foundation entered into a lease agreement for the use of the City’s Development Services Building (DSB) located at 3855-A Alamo Street in the Simi Valley Civic Center. The intended use of the building was to create an Under One Roof facility to house numerous non-profit organizations with the lead organization being the Free Clinic of Simi Valley. As a result of various circumstances, the Simi Valley Community Foundation was unable to construct the Under One Roof facility and the lease with the Foundation was terminated in February 2017. Anticipating the Foundation lease ending, staff initiated dialogue with Kaiser Foundation Health Plan, Inc. (Kaiser) for their lease of the DSB. As a result of numerous discussions, the City and Kaiser have come to an agreement on a lease document. Staff recommends the City Council approve the Lease with Kaiser for the lease of the DSB.

AGENDA ITEM NO.

8C

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FINDINGS AND ALTERNATIVES The City’s DSB is an 18,493 square foot building that was originally constructed at 16,000 square feet in 1977 and had a 2,493 square foot addition constructed in 1981. Historically, the building has housed various City departments and the western portion of the building was at one time leased to the State of California to house the Employment Development Department office in eastern Ventura County. In 2013, the Departments of Environmental Services and Community Services moved to the expanded City Hall building, leaving the DSB vacant. Since that time, the DSB has been used for storage of surplus City furniture and property as well as storage of City records. As noted above, the City had a Lease Agreement with the Simi Valley Community Foundation that has since been terminated, making the building available. Since 2015, the City has been aware of Kaiser’s plans to expand their operations in Simi Valley. Searching Simi Valley for a building to provide behavioral health and chemical dependency out-patient services, staff provided various possible locations in the community however due to Kaiser’s strict site requirements, no locations were feasible. With the knowledge of the DSB likely becoming available, staff reached out to Kaiser representatives to initiate a dialogue regarding their interest in the DSB. After several meetings and tours of the DSB, the City and Kaiser entered into discussions regarding a possible lease. The culmination of the discussions resulted in the arms-length Lease attached on page 7. An arms-length lease is an agreement which is freely entered into by parties who don't have a special relationship or control over one another. An arm's length agreement is indicated by the fairness of price, conditions, and other terms of the agreement. As noted above, the DSB was built in 1977 and expanded in 1981. As the City has been out of the building for several years, the building has not experienced regular routine maintenance. Additionally, due to the age of the building and building systems, much of the building’s equipment is at the end of its useful life. Kaiser had initially submitted a draft lease outline that would require the City to construct a significant number of improvements and upgrades to the building. Those improvements and upgrades would address, among other items, roof replacement, HVAC system replacement, interior and exterior accessibility upgrades, and fire suppression and alarm upgrades. Additionally, Kaiser was requesting a tenant improvement allowance of $60 per square foot (such allowances are typical in leases) and a pre-lease planning allowance. Based on the intended use of the DSB, the tenant improvements required by Kaiser would be extensive. Given the estimated cost of the anticipated improvements and upgrades, the City desired to change the structure of the lease to have Kaiser lease the building in “as is” condition. Additionally, the City did not want to come “out of pocket” to pay any tenant improvement allowance. Such a lease modification would require Kaiser to be responsible for construction of all improvements and building upgrades as well as their own tenant improvements. However, the lease would need to be structured to provide sufficient rent reductions to cover tenant improvement costs and building improvements and upgrades. Through negotiations with Kaiser, the proposed Lease provides for

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Kaiser to lease the building in “as is” condition with lease payment abatements to reflect the tenant improvement allowance and the cost and time necessary for the building improvements and upgrades. The highlights of the proposed Lease are as follows:

• Fourteen year Lease • Kaiser leases building “as-is” and is responsible for all construction of building

improvements and upgrades necessary for their use of the building at no cost to City.

• Kaiser has 12 months to process documents to secure all necessary permits and construct intended improvements (Construction Period).

• Kaiser has three years and one month of rent abatement after the Construction Period.

• Lease rate shall increase at a rate of 2% annually. • Lease rate starts at $2.00 per square foot beginning the first year of the rent

abatement. However, at the time of the first lease payment, the rent will have experienced three annual rent increases with a first payment lease rate of $2.12.

• Kaiser shall be responsible for the payment of its own janitorial and separately metered utilities.

• After construction of improvements by Kaiser, City is responsible for maintenance and repair of the exterior of the building including common areas and landscaping.

• After construction of improvements by Kaiser, City is responsible for maintenance and repair of the building systems except for the HVAC system.

• City shall reimburse Kaiser for any possessory interest taxes which may be assessed against Kaiser for use of the property.

• Kaiser has two option periods of 5 years each to extend the lease. • Kaiser has a “one time right” to terminate lease at end of Rent Year 7 with 9

months prior notice. • Kaiser has a Right of First Offer to purchase the property/building. • Right of first refusal to lease other buildings at the Civic Center but subordinate to

City’s desire to use the space for other government uses. The rent structure of the Lease is as follows:

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As indicated above, over the term of the proposed Lease, the City will provide Kaiser $1,397,553 in rent abatements plus 12 months of beneficial occupancy for development of plans, acquiring permits, and construction of the T.I work. However, the building improvements, including all tenant improvements, and upgrades to be constructed by Kaiser are expected to substantially surpass the value of the rent abatement. Further, the improvements constructed by Kaiser will become the possession of the City upon termination of the Lease. Staff has reviewed the data available on CoStar Realty, a proprietary real estate service that the City subscribes, for comparison of office rents. In Simi Valley, the asking gross rents for available office space for Class “C” buildings (which is the building class of the DSB) range from $1.85 per square foot (psf) for space on Jones Way to $2.05 psf for office space at 1900 Los Angeles Avenue, located at the southwest corner of Los Angeles Avenue and Erringer Road. For Class “B” office asking rents in Simi Valley, the range is from $1.90 psf for medical space at 3655 Lemon Drive (corner of Lemon Drive and Alamo Street) to $2.80 psf for a single tenant stand-alone office building on Madera Road in the Wood Ranch Professional Center. The Kaiser Lease, with a modified gross starting rent of $2.00 psf for the DSB, would be within the market for a Class “C” building in Simi Valley. As a company, Kaiser is one of the nation’s largest not-for-profit health plans serving over 11 million members. Kaiser has a presence in California, Oregon, Washington, Colorado, Georgia, Hawaii, Virginia, Maryland, and Washington D.C. with 38 hospitals and over 670 medical offices and operating revenue of over $65 billion. In the Southern California region, Kaiser has 14 hospitals, and over 220 medical offices serving 4.4 million members.

Months Sq. Footage Mo. Rent Annual Rent Free Rent Total12 months of beneficial occupancy to permit and construct Base Building and TI'sMonths 1-12 (free rent Yr. 1) 18,493 2.00$ 443,832.00$ (443,832.00)$ -$ Months 13-24 (free rent Yr. 2) 18,493 2.04$ 452,708.64$ (452,708.64)$ -$ Months 25-36 (free rent Yr. 3) 18,493 2.08$ 461,762.81$ (461,762.81)$ -$ Month 37 (free rent 1 month) 18,493 2.12$ 39,249.84$ (39,249.84)$ -$ Month 38-48 (11 months) 18,493 2.12$ 431,748.23$ 431,748.23$ Year 2 18,493 2.16$ 480,418.03$ 480,418.03$ Year 3 18,493 2.21$ 490,026.39$ 490,026.39$ Year 4 18,493 2.25$ 499,826.92$ 499,826.92$ Year 5 18,493 2.30$ 509,823.46$ 509,823.46$ Year 6 18,493 2.34$ 520,019.93$ 520,019.93$ Year 7 18,493 2.39$ 530,420.32$ 530,420.32$ Year 8 18,493 2.44$ 541,028.73$ 541,028.73$ Year 9 18,493 2.49$ 551,849.31$ 551,849.31$ Year 10 18,493 2.54$ 562,886.29$ 562,886.29$

Total Rent 6,515,600.90$ Free Rent (1,397,553.29)$ Paid Rent 5,118,047.61$

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From a landlord’s perspective, the City views Kaiser as a “credit worthy” tenant with the size and financial strength a landlord would seek. Since 1999, Kaiser has operated the approximately 31,000 square foot medical office located at 3900 Alamo Street in Simi Valley. The proximity to Kaiser’s existing medical office on Alamo Street makes the City’s DSB an attractive location to expand their operations and presence in the community. Through this lease, it is Kaiser’s intention to provide various medical services including behavioral health and chemical dependency services. Kaiser was represented by Jones Lang LaSalle (JLL) in the lease negotiations. In their role, JLL assisted Kaiser in working with the City to identify the DSB as a possible location, provided support to Kaiser in their due diligence, negotiated the terms of the Letter of Intent and negotiated the terms of the Lease. In a commercial lease transaction, the landlord is typically responsible for the commissions paid to the brokers involved. While the City did not have outside representation, as the Landlord in this lease transaction, the City would be responsible for the commission paid to the tenant’s brokerage company, in this case JLL. The City and JLL have negotiated a Commission Agreement which will pay JLL $150,598 calculated on 4% of the annual lease payments of the Lease for the first 5 years and 2% of the annual lease payments for the second 5 years. JLL’s compensation does not include the first four years of the Lease when no lease payments are made. This arms-length Lease provides a steady and predictable revenue stream to the City for a 10 year period. As indicated in the chart above, the City will receive rent revenue of $5.1 million through the initial term of the Lease. Further, the City will benefit by the improvements constructed by Kaiser. As an established, good corporate citizen in Simi Valley, Kaiser will expand their presence in the community, add employment opportunities, and increase the level of visitors to the community which will further provide an economic benefit to the businesses adjacent to the Civic Center. Staff recommends the City Council approve the attached Lease with Kaiser for the lease of the City’s DSB and approve the Commission Agreement with JLL. The following alternatives are available to the City Council: 1. Approve the Lease (page 7) with Kaiser Foundation Health Plan, Inc. for a lease

of the City’s Development Services Building located at 3855-A Alamo Street and approve the Commission Agreement (page 40) with Jones Lang LaSalle;

2. Direct staff to renegotiate portions of the Lease with Kaiser and return to the City

Council for consideration; 3. Elect not to lease the DSB at this time; 4. Provide staff with further direction. Staff recommends Alternative No. 1.

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SUGGESTED CITY COUNCIL MOTION I move to approve a Lease with Kaiser Foundation Health Plan, Inc. for the City’s Development Services Building located at 3855-A Alamo Street, and approve the Commission Agreement with Jones Lang LaSalle. SUMMARY Since 2015, the City has been aware of Kaiser’s plans to expand their operations in Simi Valley. Searching for a building to provide behavioral health and chemical dependency out-patient services in Simi Valley, staff has provided various possible locations in the community however due to Kaiser’s strict site requirements, no locations were feasible. At the end of 2016, staff reached out to Kaiser representatives to initiate a dialogue regarding their interest in the DSB. After several meetings and tours of the DSB, the City and Kaiser entered into discussions regarding a possible lease. The culmination of the discussions resulted in the arms-length Lease attached on page 7. This Lease provides a steady and predictable revenue stream to the City for a 10 year period. As indicated in the chart above, the City will receive rent revenue of $5.1 million through the initial term of the Lease. Staff recommends the City Council approve the attached Lease with Kaiser and approve the Commission Agreement with Jones Lang LaSalle. ____________________________________ Brian P. Gabler, Director of Economic

Development/Assistant City Manager Prepared by: Brian P. Gabler, Director of Economic Development/Assistant City Manager INDEX Page Kaiser Lease Agreement .................................................................. 7 JLL Commission Agreement .......................................................... 40

3855-A Alamo Street, Simi Valley, California 93063

LEASE

BETWEEN

CITY OF SIMI VALLEY, A MUNICIPAL CORPORATION

(“LANDLORD”)

AND

KAISER FOUNDATION HEALTH PLAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION

(“TENANT”)

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LEASE

This Lease is made as of , 2017 (the “Execution Date”), by and between City of Simi Valley, a municipal corporation of the State of California ("Landlord"), and Kaiser Foundation Health Plan, Inc., a California nonprofit public benefit corporation ("Tenant"), each a “Party” and collectively, “Parties”, who agree as follows: 1. Basic Lease Terms 1.1 Premises The Premises is a stand-alone building consisting of approximately Eighteen Thousand Four Hundred Ninety Three (18,493) rentable square feet (as defined in Section 2 and subject to verification in accordance with Section 2.2.) in the stand-alone building. The address of the Premises is: 3855-A Alamo Street, Simi Valley, California 93063. 1.2 Building The Premises is located in a stand-alone building located at 3855-A Alamo Street, Simi Valley, California 93063, and more particularly described in Exhibit A-2 (the "Building"). The Building contains approximately Eighteen Thousand Four Hundred Ninety Three (18,493) rentable square feet, subject to verification in accordance with Section 2.2. 1.3 Project The Building and the Premises are located at the Project site as more particularly described in the Project Site Plan and Legal Description contained in Exhibit A-3 (the "Project"). 1.4 Term The term (“Term”) of the Lease is Fourteen (14) years beginning on the "Commencement Date" as defined in Section 5. Tenant shall have two (2) consecutive options to extend the term of this Lease for five (5) years each as further set forth in this Lease as set forth in Section 8. 1.5 Base Rental Rate The Base Rental Rate shall be $2.00 per square foot on the Commencement Date. Notwithstanding anything contrary herein, Tenant shall not pay Base Rent for the initial twelve (12) months of the Term of the Lease (“Construction Period” as defined in Section 7 of this Lease). In addition to the Construction Period, notwithstanding anything contrary herein, Tenant shall not pay Base Rent for the initial thirty-seven (37) months of the Term of this Lease after the Construction Period and will start paying Base Rent in Month 38 as set forth in the Base Rent Schedule below. The Base Rental Rate shall increase by 2% per annum after the Commencement Date. The Base Rental Rate schedule shall be as follows:

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1.6 Commencement Date The Lease shall commence upon the full execution of this Lease; delivery to Landlord of the appropriate certificate of insurance, if any, subject to Tenant’s right to self-insure; and delivery of possession of the Premises from Landlord to Tenant (without encumbrances and in accordance with this Lease) on the Delivery Date so that Tenant may construct its Base Building and Tenant Improvements (as defined herein). The term "Base Building" shall include the structural portions of the Building and Project, the public restrooms and the Building mechanical, electrical, fire protection, life safety, and plumbing systems and equipment located in the internal core of the Project on the floor or floors on which the Premises are located. The Commencement Date shall be adjusted for Force Majeure and Landlord Delay. Landlord shall pledge to expedite the plan check and permit process. Tenant shall begin paying for its separately metered utilities effective on the Commencement Date.

1.7 Rent Payment Address: City of Simi Valley

2929 Tapo Canyon Road Simi Valley, CA 93063

Attn: Fiscal Services Division

Taxpayer I.D. No.95-2626170 1.8 Tenant’s Pro Rata Share Tenant’s Pro Rata Share is one hundred percent (100%) subject to adjustment under Section 2.2. (See Section 10) 1.9 Base Year The Base Year is 2019 1.10 Taxes (See Section 11) 1.11 Operating Costs (See Section 12)

Months Sq. Footage Mo. Rent Annual Rent Free Rent Total

12 months of beneficial occupancy to permit and construct Base Building and TI's

Months 1-12 (free rent Yr. 1) 18,493 2.00$ 443,832.00$ (443,832.00)$ -$

Months 13-24 (free rent Yr. 2) 18,493 2.04$ 452,708.64$ (452,708.64)$ -$

Months 25-36 (free rent Yr. 3) 18,493 2.08$ 461,762.81$ (461,762.81)$ -$

Month 37 (free rent 1 month) 18,493 2.12$ 39,249.84$ (39,249.84)$ -$

Month 38-48 (11 months) 18,493 2.12$ 431,748.23$ 431,748.23$

Year 2 18,493 2.16$ 480,418.03$ 480,418.03$

Year 3 18,493 2.21$ 490,026.39$ 490,026.39$

Year 4 18,493 2.25$ 499,826.92$ 499,826.92$

Year 5 18,493 2.30$ 509,823.46$ 509,823.46$

Year 6 18,493 2.34$ 520,019.93$ 520,019.93$

Year 7 18,493 2.39$ 530,420.32$ 530,420.32$

Year 8 18,493 2.44$ 541,028.73$ 541,028.73$

Year 9 18,493 2.49$ 551,849.31$ 551,849.31$

Year 10 18,493 2.54$ 562,886.29$ 562,886.29$

Total Rent 6,515,600.90$

Free Rent (1,397,553.29)$

Paid Rent 5,118,047.61$

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1.12 Use Tenant may use the Premises for any use permitted by law (including, but not limited to, medical and behavioral health or chemical dependency) and consistent with the purposes and goals of the entities listed in Section 24.1, and as further allowed under Section 4. Tenant may change its use without Landlord consent provided changed use complies with all City Codes and provided that Tenant must provide Landlord sixty (60) days’ notice of a material change in use. 1.13 Notice Address: Landlord: City Manager City of Simi Valley

2929 Tapo Canyon Road Simi Valley, CA 93063 Telephone: 805-583-6701 Email: bgabler@simivalley.org

Tenant: Kaiser Foundation Health Plan, Inc. Real Estate Department 1800 Harrison Street, 19th Floor

Oakland, CA 94612 Attn: Chris Alonzi Tel: (510)625-2951 E-Mail: Christopher.H.Alonzi@kp.org With a copy to: Pearson & Schachter 1904 Olympic Boulevard, Suite 8 Walnut Creek, California 94596 Attn: Robin Pearson and Michael Schachter Tel: (925) 954-1531 E-Mail: rpearson@pearsonschachterlaw.com & mschachter@pearsonschachterlaw.com

1.14 Brokers:

For Landlord: None

For Tenant: Jones Lang LaSalle

515 S. Flower Street, #1300 Los Angeles, CA 90071

(Section 42) 1.15 Operating Hours Operating hours shall be 24 hours a day and 365 days a year. 1.16 Parking Spaces Through the Term of the lease and any extension periods thereafter, Landlord shall provide unreserved parking spaces in the parking field directly south of Building, at a ratio equal to or greater than five (5) per one thousand (1,000) rentable square feet at no additional cost (“Parking Set Aside”). Landlord’s responsibility to provide unreserved parking spaces consists of leaving unmarked spaces in the aforementioned parking field however Landlord cannot guarantee all such spaces will be available at all times. Landlord shall use reasonable efforts to make such parking spaces available to Tenant. 1.17 Delivery Date The date that Delivery of the Premises has occurred as described in Section 5.2.2.

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1.18 Lease Exhibits The Exhibits marked below are attached to and made a part of this Lease. A-1 The Premises A-2 The Building A-3 The Project Site (Project Site Plan and Legal Description) B Tenant Improvements B-1 Landlord’s Work C Confirmation of Lease Terms D Parking E Extension Term Rent 1.19 Lease Controls If there is any conflict between the Basic Lease Terms and the remaining provisions of the Lease, the remaining provisions of the Lease shall control. 1.20 Basic Utilities Basic Utilities shall consist of the provision of electrical service, water service, and sanitary sewer service to the Building. 2. The Premises 2.1 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises described in Section 1.1 (the “Premises”). 2.2 Tenant’s architect may, at Tenant’s expense, verify the rentable square footage contained in the Premises and those portions of the Building used to calculate Tenant’s Pro Rata Share. The term “Rentable Square Feet” or “Rentable Square Footage” as used in this Lease means the Rentable Square Footage as determined by BOMA “Standard Method for Measuring Floor Area in Office Buildings,” American National Standard (Building Owners and Managers Association International, ANSI Z65.1-1996 in the reprinted August, 1996 publication, as amended and restated). If Tenant’s verification of the Rentable Square Footage differs from the Rentable Square Footage specified in Section 1.1 or 1.2, then the Parties shall immediately execute Exhibit C, Confirmation of Lease Terms, to confirm the Rentable Square Footage and adjust the Rent, Tenant’s Pro Rata Share and other charges or calculations determined by the Rentable Square Footage of the Premises or Building. 3. Common Areas The Premises shall include the appurtenant right to use, in common with others, entrances, stairs, and other public areas and facilities outside the Premises that are provided and designated by Landlord from time to time for the general use and convenience of Tenant and their respective authorized representatives, employees, invitees, licensees and other visitors (“Common Areas”). Landlord shall not alter the Common Areas in a way which interferes with the normal conduct of Tenant’s business or in any other manner that may adversely affect any of Tenant’s rights under this Lease. 4. Use Tenant may use the Premises for the purpose specified in Section 1.12. Tenant shall have access to the Building, Premises, Building Systems, including, but not limited to, HVAC, and parking 24 hours a day and 7 days a week and 365 days a year. Tenant shall have the right to implement any security system, in their sole discretion. 5. Term 5.1 The term of this Lease (“Term”) is for the number of years and months specified in Section 1.4 beginning on the Commencement Date, unless sooner terminated or extended under the terms of this Lease.

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5.2 The “Commencement Date” shall be the date that is set forth in Section 1.6. 5.2.2 Delivery of premises (“Delivery of the Premises”) shall be deemed to occur when:

(a) the rights of all others to possession of the Premises are terminated; (b) Landlord delivers exclusive possession of the Premises to Tenant under this Lease; (c) Tenant has full access to the Base Building and Premises; (d) Tenant has full access and use of parking facilities provided under the Lease; (e) Landlord has provided all utilities which Landlord is required to provide under the Lease and all Building systems, including, without limitation, gas, electrical, water and sewer and other mechanical, electrical, and communication systems (collectively, “Building Systems”) have been connected to the Premises and are ready for use in the Premises and are in good working order; and (f) Landlord has provided Tenant with a certificate to permit occupancy of the Premises for (i) the purpose of constructing the Tenant Improvements if Tenant is constructing the same, or (ii) the normal conduct of Tenant’s business, if Landlord is constructing the Tenant Improvements). Landlord will prepare a proposed signed Certificate of Delivery Date in which Landlord will state that as of a particular date the Delivery Date has been met, and if Tenant reasonably agrees that the Delivery Date has been met, Tenant shall sign such Certificate of Delivery Date. 5.3 If the Commencement Date is other than the first (1st) day of a calendar month, the Term shall be extended by the minimum number of days necessary to allow the Lease Term to expire on the last day of a calendar month. Once the Commencement Date is determined under this Section 5, Landlord and Tenant shall immediately execute Exhibit C, Confirmation of Lease Terms, to confirm the Commencement Date and the expiration date. The failure by either Landlord or Tenant to execute Exhibit C shall not be a default or otherwise affect any of the other obligations of the Parties under this Lease. 6. Failure to Deliver Premises Unless extended by mutual agreement among the Parties, if the Delivery Date does not occur within sixty (60) days after the Execution Date, Tenant may elect to terminate this Lease at any time before Landlord delivers possession of the Premises by giving written notice to Landlord and neither Party shall have any further obligation under the Lease, except that Landlord shall refund to Tenant within ten (10) days after termination any monies advanced by Tenant to Landlord and reimburse Tenant for any improvements made at Tenant’s expense, including without limitation, the cost of fixtures, plans and drawings. 7. Construction Period Landlord shall deliver possession of the Premises to Tenant on the Commencement Date and beginning on such Commencement Date Tenant shall have a twelve (12) month beneficial occupancy, which shall serve as a construction period (“Construction Period”) during which Tenant shall permit and construct the Base Building and Tenant Improvements. Landlord and Tenant have executed an Early Access Agreement, dated as of August 2, 2017, which is hereby incorporated herein, which shall terminate at the Commencement Date. 8. Options to Extend Term 8.1 Option to Extend Tenant shall have two (2) Options to renew the Lease (each an “Option to Renew”) for all or a portion of the Premises for an additional five (5) year term (each an “Option Period”), on the same terms and conditions of this Lease, except that the Rent shall be determined under Exhibit E. 8.2 Exercise of Options Tenant may exercise any option to extend the Term under Section 8.1 by giving written notice of its election to do so (“Option Notice”) to Landlord no earlier than six (6) months prior to the end of the then existing Lease Term and any extension option terms, if applicable. At Tenant’s discretion, Tenant shall have the right to exercise multiple renewal options at the same time.

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9. Rent 9.1 During the Term of this Lease, Tenant shall pay to Landlord without prior notice or demand, Rent in the amount specified in Section 1.5 (“Rent”), payable in lawful money of the United States in advance on or before the first (1st) day of each calendar month during the term beginning on the “Rent Commencement Date”. Subject to Section 31, the Rent Commencement Date shall be the date upon which the Commencement Date occurs and subject to the rent abatement and the Construction Period as set forth above in Section 1.5. See Exhibit C. 9.2 Rent for any period during the Term which is less than one (1) month shall be prorated based on the number of days in that month. Rent shall be paid to Landlord at the address specified in Section 1.7 or at such other place as Landlord may from time to time designate in writing. 10. Pro Rata Share Tenant’s Pro Rata Share shall mean the percentage determined by dividing the Rentable Square Footage of the Premises by the Rentable Square Footage of the Building. 11. Taxes In no event shall Tenant be responsible to Landlord for any “Taxes” (as defined in the following paragraph) at any time during the Term of this Lease and any extension periods thereto. Landlord hereby represents and warrants to the Tenant that Landlord is generally exempt from the payment of Taxes pursuant to law since it is a public entity. As of the Execution Date, Landlord represents that there are no Taxes or Assessments on the Premises (“Assessments” is defined as any levy or charge upon real property by city, county or other agency for a special benefit conferred upon real property). If an Assessment is assessed against Landlord as owner of the Premises, Tenant’s obligation to pay its share of Assessments as provided in this section shall be calculated on the basis of the amount due if Landlord allows the Assessment to go to bond and the Assessment is to be paid in installments, even if Landlord pays the Assessment in full and Tenant shall pay to Landlord its Pro Rata Share of Assessments for each calendar year in excess of the base year provided for in Section 1.9.

Further, California Revenue and Taxation Code Section 107.6 requires that any lease between a public entity and a private party that may create possessory interest tax shall include a statement that “the property interest may be subject to property taxation if created, and that the party in whom the possessory interest is vested may be subject to the payment of property taxes levied on that interest.” which statement is hereby included in this Lease according to the requirements of law. Tenant shall be responsible and pay a possessory interest tax pursuant to Tenant’s interest in this Lease (“Possessory Interest Tax”). Upon presentation by Tenant to Landlord of proof of Possessory Interest Tax levied and proof of payment of Possessory Interest Tax levied against Premises, Landlord shall reimburse Tenant for taxes paid. Landlord’s reimbursement of taxes shall be made within thirty (30) days of presentation of proof of payment. Landlord shall not be responsible for any late payment charges assessed against Premises. If Landlord does not reimburse Tenant within thirty (30) days of such presentation by Tenant, then Tenant in their sole discretion may abate a subsequent rent payment in the amount to be reimbursed. "Taxes" shall mean all taxes, assessments (special or otherwise) and charges levied upon or with respect to the Project, Building, Real Property Taxes, personal property taxes assessed against and levied upon trade fixtures, furnishings, equipment, and all other personal property of Tenant contained in the Premises or elsewhere, rent, excise, possessory interest taxes, and ad valorem taxes on personal property used in connection therewith. “Taxes” shall also include, without limitation, any tax, fee or excise on the act of entering into the Lease, on the occupancy of Tenant, the rent hereunder or in connection with the business of owning and/or renting space in the Project and Building which are now or hereafter levied or assessed against Landlord or Tenant by the United States of America, the State of California or any political subdivision, public corporation, district or other political or public entity, and shall also include any other tax, assessment, fee or excise, however described (whether general or special, ordinary or

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extraordinary, foreseen or unforeseen), which may be levied or assessed in lieu of, as a substitute for, or as an addition to, any other Taxes. Taxes shall also include legal fees, costs, penalties, interest, and disbursements incurred in connection with proceedings to contest, determine or reduce Taxes.

“Real Property Tax,” as used in this Lease, shall include all real property taxes on the Building and the land on which the Building is situated, general and special assessments, license fees, or any tax imposed in substitution, partially or totally, for any tax previously included within the definition of Real Property Tax.

Notwithstanding anything contrary herein, Taxes shall not include any of the following: Landlord’s federal, state, or local income, franchise, inheritance or estate taxes; transfer taxes, or other taxes in the nature of income taxes; late payment charges or other penalties; taxes imposed as a result of Landlord’s ownership of any real property other than the Building; Real Property Taxes assessed on Tenant Improvements; increases in Real Property Taxes (whether the increases result from increased rate and/or valuation attributable to additional improvements) attributable to additional improvements to the Building or Project in which the Premises are located that are constructed after the Commencement Date. Landlord shall not pass through any increases in Real Property Taxes or Assessments, during the term, that result from reassessment caused by any sale, refinancing, or change in ownership of the Building, Project or other improvements, and/or land of which the Premises are a part or due to an expansion, renovation or redesign of the Common Areas and the Building, Project or improvements made by other tenants in the Building or Project, including, but not limited to increases pursuant to Proposition 13, and any similar propositions.

Furthermore, notwithstanding anything to the contrary set forth in this Lease, in no event shall

Taxes, if any, passed through by Landlord be calculated with taking into account any decreases in Real Property Taxes obtained in connection with Proposition 8, or similar propositions, and the amount of Taxes for the Base Year and any subsequent year shall be calculated without taking into account any decreases in Real Property Tax obtained in connection with Proposition 8. Landlord shall cooperate with Tenant, to the extent permissible by law, regarding Proposition 8 protection.

12. Operating Costs 12.1 “Operating Costs” shall mean all direct costs of operation and maintenance of the Building, including maintenance, security guard (if provided) and other service contracts; charges for heat, ventilation and air conditioning (not installed by Tenant after the Commencement Date), materials, supplies, equipment; maintenance and repairs; insurance premiums related to the operation and maintenance of the Building; license, permit and inspection fees, wages, salaries, and payroll of personnel engaged in the direct management, operation and maintenance of the Building, excluding Landlord’s owners or officers, in an amount not to exceed three percent (3%) of Operating Costs (excluding Assessments or Taxes, including, but not limited to, Real Property Taxes).

Operating Costs shall not include any of the following: any management fee with respect to the Premises exceeding (3%) of total Operating Costs (excluding costs for any Assessments or Taxes, including, but not limited to, Real Property Taxes), Tenant’s own utilities (beyond Basic Utilities) and janitorial expenses, expenses of a capital nature, ground lease rentals, marketing-related expenses, depreciation, debt service, tenant improvements for vacant space of other occupants of the building, corporate overhead, legal fees, and Proposition 8 and 13 increases as set forth in Section 11, depreciation, interest, costs of Tenant Improvements, real estate brokers’ commissions; salaries of Landlord’s owners or officers, capital improvements or capital expenditures including, without limitation, costs of capital equipment and tools; costs for repairs and other work due to a casualty; ground lease rentals; costs, including permit, license and inspection costs, incurred with respect to the installation of Tenant Improvements or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for occupants of the Building; interest, principal, points and fees on debts or depreciation or amortization on any capital expense; costs incurred by Landlord due to the violation by Landlord of the terms and conditions of any lease of space in the Building; marketing related expenses; amounts paid to Landlord or to subsidiaries or affiliates of Landlord for services in the Building to the

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extent the same would exceed the cost of such services rendered by unaffiliated third parties on a competitive basis; Landlord’s overhead, general and administrative expenses; rentals and other related expenses incurred in leasing air conditioning systems (not installed by Tenant after the Commencement Date), equipment ordinarily considered to be of a capital nature; all advertising and promotional expenditures and purchasing or construction costs of signs in or on the Building; costs of compliance with government regulations and Laws, including without limitation, those specified in Section 19 and subject to Section 18.5, including, but not limited to, ADA; costs of compliance with federal, state and local laws and regulations relating to the environment or seismic safety and any other expense related to the ownership and management, as distinguished from the operation and maintenance, of the Building. Landlord represents that the base year of Operating Costs shall be adjusted so that it is based on a fully occupied and assessed Building including without limitation, all Tenant Improvements, for an entire calendar year. In no event shall Operating Costs exceed one hundred percent (100%) of the actual costs incurred by Landlord. 12.2 Tenant shall pay to Landlord its Pro Rata Share of Operating Costs commencing on January 1, 2020 and for each calendar year in excess of the base year provided for in Section 1.9, provided that any such excess shall not exceed two percent (2%) of the Operating Costs for the previous year, non-cumulative and non-compounded, within thirty (30) days after receipt of Landlord’s statement as specified in Section 12.3. If Tenant elects to lease any expansion space to the Premises, the Base Year for such expansion space shall be the calendar year that Tenant occupies such expansion space, unless otherwise agreed upon in writing by Landlord and Tenant. 12.3 Once each year, Landlord may estimate Tenant’s Pro Rata Share of Operating Costs due for each calendar year and collect from Tenant on a monthly basis, Tenant’s estimated Pro Rata Share of Operating Costs. At the beginning of each calendar year, Landlord shall provide Tenant with a statement of Operating Costs, and provide backup documentation if requested by Tenant, certified by Landlord’s accountant and in reasonable detail, divided into categories specified under Operating Costs and in accordance with generally accepted accounting practices. If the statement indicates that Tenant has made insufficient payments to satisfy Tenant’s Pro Rata Share of Operating Costs for the previous year, Tenant shall pay any deficiency to Landlord within thirty (30) days after receipt of Landlord’s statement. Any excess payments indicated by the statement shall be credited to Tenant to reduce the estimated payments for the next year or, at Tenant’s option, returned to Tenant within thirty (30) days. Tenant shall have no obligation to pay for Operating Costs incurred more than one (1) calendar year prior to the date Landlord delivers to Tenant a statement of such Operating Costs. 12.4 Landlord shall keep at or within fifty (50) miles of the Building, full, accurate, and separate books of account and all supporting documents covering Landlord’s Operating Costs, and the statement to Tenant shall accurately reflect the total Operating Costs and Tenant’s Pro Rata Share. The books of account and all supporting documents shall be retained by Landlord at the Building for four (4) years after the expiration of each calendar year. Tenant and its agents shall have the right at all reasonable times during the term to inspect the books of account and supporting documents. Upon request by Tenant, Landlord will provide supporting documents. 12.5 Within three (3) years after receipt of the statement, Tenant, its authorized agents or a public accounting firm selected by it may inspect the books of Landlord during business hours to verify information in the statement. If Tenant disputes the accuracy of the Operating Costs Statement, then Tenant may request an audit to be conducted by Tenant, its authorized agents or a certified public accountant of Tenant’s selection at Tenant’s expense; except that, if Tenant’s audit reveals that Landlord’s statement of Operating Costs has overstated Tenant’s Pro Rata Share of actual Operating Costs by more than three percent (3%), then Landlord shall pay the reasonable cost of the audit. If any statement of Operating Costs submitted by Landlord to Tenant is found to be less than the amount of actual Operating Costs shown by the audit for such period, then Tenant shall pay, within thirty (30) days after receipt of Landlord’s statement, any additional amount owing to Landlord. If the audit discloses that actual Operating Costs were less than the Operating Costs shown on Landlord’s statement to Tenant, then Tenant may credit such amounts against Rent and Operating Costs, or, at Tenant’s option, Landlord shall refund such amount to Tenant within thirty (30) days, even if the term has expired.

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12.6 Adjustments shall be made to the Operating Costs for the Base Year to reflect the costs of service contracts which do not take effect until a later date due to warranties or any similar contractual arrangements. Base Year Operating Costs shall be adjusted to reflect as nearly as possible the expenses that would be incurred in a normal Calendar Year. 13. Intentionally Deleted 14. Right to Contest Taxes and Assessments 14.1 Tenant may contest the validity or amount of Taxes and Assessments and any other taxes payable by Tenant under the Lease and as are permitted by law, either in its own name or in the name of Landlord, in either case with Landlord’s full cooperation; provided that Tenant shall indemnify Landlord against any liabilities resulting therefrom. Upon a final determination of Tenant’s tax obligation resulting from such contest, Tenant shall promptly pay any taxes that may have been determined to be then owing by Tenant, as well as any accrued interest or penalties, and the cost of the contest. Any refund, rebate or reduction obtained as a result of the contest shall be used first to repay the Tenant’s expenses in obtaining such relief.

14.2 In the event it is determined that Assessments, Taxes, including, but not limited to, Real Property Taxes or a Possessory Interest Tax, have been overpaid or that the taxpayer is entitled to a reimbursement or retroactive decrease, then Tenant shall be entitled to receive a refund of any such Assessments or Taxes overpaid to Landlord or otherwise credited and may take it via a rent abatement or check, in Tenant’s sole discretion. 15. Tenant Improvements

Improvements to the Premises (“Tenant Improvements”) shall be constructed in accordance with

Exhibit B, Tenant Improvements. 16. Signs and Antennae and Rooftoop

16.1 Landlord shall, at its sole cost and expense, shall provide Tenant with signage rights, including, but not limited to, (i) Building top signage; (ii) eyebrow signage; (iii) monument signage; and (iv) directional signage, as needed by Tenant. All sign installation and maintenance costs shall be borne by Tenant. Signage shall be subject to City of Simi Valley Municipal Code and Landlord’s reasonable approval, which shall not be unreasonably withheld, conditioned or delayed. Tenant may, at Tenant’s cost, paint, attach, or affix reasonable signs identifying Tenant to the exterior of the Building and to the entrances to the Building and the Premises. These signs may include directional and identifying signs in the interior of the Building. Tenant may display its name, suite number, and the name of key personnel in a building directory located in the ground floor lobby. 16.2 Tenant, at its cost, may place, construct, and maintain on the Building roof or on the land on which the Building is situated a television antennae and amateur radio antennae (for emergency use), all referred to as “antennae systems.” Any such system shall be placed, constructed, and maintained in a manner that does not distract unreasonably from the design of the Building. 16.3 Any sign or any antennae system must comply with all applicable laws, regulations, and ordinances. Tenant shall obtain all governmental permits or approvals required for the installation or construction of the signs or antennae system. Landlord will cooperate with and assist Tenant in obtaining all necessary governmental permits and approvals. 16.4 Landlord shall allow Tenant exterior signage or monument signs subject to the City of Simi Valley Municipal Code.

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16.5 Tenant shall have the non-exclusive right to install and maintain communications equipment, satellite dishes and other equipment as Landlord and Tenant mutually agree as to size, location and infrastructure of such items (“Communications Equipment”). Tenant shall not be charged any monies for this use and space on the rooftop communications equipment. Tenant shall be responsible for any damage to the rooftop and shall restore the rooftop to its original condition upon the termination of this Lease. Tenant shall indemnify and hold Landlord harmless from any and all claims as a result of Tenant’s use of the rooftop. The right to install Communications Equipment shall not include solely or primarily installing such Communications Equipment for profit to third parties, but shall be for solely for Tenant’s own use. Upon the written consent of Tenant, which shall not be unreasonably withheld, Landlord reserves the right to install and maintain communications equipment on the rooftops and associated structures (“City Communications Equipment”), provided such City Communications Equipment does not interfere with Tenant’s rights under this Lease and business of Tenant.

17. Parking

Landlord shall provide unreserved parking spaces in Parking Set Aside at a ratio equal to or greater than five (5) per one thousand (1,000) rentable square feet at no additional cost as designated on Exhibit D. Landlord shall provide safe and sufficient lighting of the parking area. Tenant acknowledges that all parking spaces located within the Simi Valley Civic Center is available to the public at all times without regard to any tenant rights. Landlord’s responsibility to provide unreserved parking spaces in Parking Set Aside consists of leaving unmarked spaces but Landlord cannot guarantee all spaces in Parking Set Aside will be available at all times nor are spaces for the exclusive use of Tenant. Landlord shall use reasonable efforts to make sure parking spaces as stated in this Section 17 are available to Tenant. 18. Condition of Premises and Building 18.1 As a material inducement to Tenant to enter into this Lease, Landlord represents, warrants and covenants that (i) there are no restrictive covenants, easements, or other agreements, zoning laws or other laws, ordinances or regulations which will prevent the full use of the Premises by Tenant, as specified in Section 1.4 and Section 1.12, or which otherwise conflict with any of the provisions of this Lease; (ii) on the Commencement Date, the Premises shall be free of any violations, orders, or notices of violations of all public or quasi-public authorities, and Tenant shall be permitted to occupy the Premises for the uses and purposes provided in this Lease; (iii) on the Commencement Date, the Building, and Premises comply with all applicable federal, state, and local laws, including ADA, ordinances, zoning requirements, codes, and regulations; and (iv) Landlord has not received any notice of, and has no knowledge or information of, the existence on the Premises, Building, or Project any portion thereof of any substance, material, or waste that is considered hazardous or toxic or that is regulated by the Federal Clean Air Act and Federal Clean Water Act under any federal, state, or local act, ordinance, rule, or regulation, including without limitation, asbestos, PCB, and lead or substances adverse to indoor air quality or any regulations or amendments thereunder (“Hazardous Material”). 18.2 If Hazardous Material is found on or about the Premises or Building or any portion thereof (regardless of whether any Hazardous Materials were disclosed by Landlord to Tenant), Landlord will, notwithstanding any other provision of the Lease, indemnify and hold harmless (and defend with counsel acceptable to Tenant) Tenant from and against any and all costs, liabilities, response costs and expenses (including all litigation costs, expert witness fees and reasonable attorneys’ fees) (i) arising out of the inaccuracy or incompleteness of any representation or warranty under this Agreement or (ii) arising out of any claim or lawsuit brought or threatened, settlement reached, or governmental order, relating to the presence, disposal, release, or threatened release of any Hazardous Material on, from or under the Premises, Building or Project. Without limiting the generality of the foregoing, Landlord’s duty to indemnify, hold harmless and defend shall apply: (1) if such presence, disposal, release or threatened release of any Hazardous Material is or was attributable to Landlord’s activities, the activities of its agents or contractors, or to activities of third parties (regardless of whether Landlord was aware or unaware of such activities), or (2) if such presence, disposal, release or threatened release of any Hazardous Material occurred prior to or during the time of Landlord’s ownership of the Premises, Building, or Project.

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This duty to indemnify, hold harmless, and defend shall not apply with respect to any Hazardous Material that was first released into the environment by Tenant. This duty to indemnify, hold harmless and defend shall be in addition to any such other obligations or liabilities Landlord may have to Tenant at common law or otherwise, and shall survive the expiration or termination of this Lease. The benefits of this Section 18 may be assigned to sublessees or assignees of Tenant, who may proceed directly against Landlord to recover under this Agreement. 18.3 If Hazardous Material that was first released into the environment by Tenant is found on or about the Premises or Building or any portion thereof (regardless of whether any Hazardous Materials were disclosed by Landlord to Tenant), Tenant will, notwithstanding any other provision of the Lease, indemnify and hold harmless (and defend with counsel acceptable to Landlord) Landlord from and against any and all costs, liabilities, response costs, and expenses (including all litigation costs, expert witness fees and reasonable attorneys’ fees) arising out of any claim or lawsuit brought or threatened, settlement reached, or governmental order, relating to the such Hazardous Material released on, from, or under the Premises, Building, or Project. This duty to indemnify, hold harmless, and defend shall be in addition to any such other obligations or liabilities Tenant may have to Landlord at common law or otherwise, and shall survive the expiration or termination of this Lease. 18.4 Landlord represents to the Tenant that (i) the mechanical, electrical and plumbing in the Building is in good condition; however, Tenant shall accept the Premises in its current “as is” condition. 18.5 Tenant shall accept the Premises in its current “as-is” condition. It is understood that Tenant’s Tenant Improvements, Exhibit B, may include, but are not limited to, the replacement of Building’s heating, ventilation, and air conditioning system(s), Building’s roof and roof structure as necessary, modifications and installation of fire and life safety systems, modifications to Building foundation, exterior walls and glazing, modifications to Building’s plumbing, electrical, and lighting systems, resurfacing and restriping of Parking Set Aside, updating of exterior ADA accessibility, updating of paths of travel from Parking Set Aside to Building and from Public Right-of-Way to Building, modifications to walkways and Common Areas, and construction of new or modification of existing trash enclosure. Tenant warrants that all Tenant Improvements shall be constructed in a good and workmanlike manner as if to be owned by Tenant. As and where required by this Lease Agreement, Landlord shall assume responsibility for such Tenant Improvements upon substantial completion of Tenant Improvements by Tenant and approved by the appropriate jurisdictional authority. 19. Compliance with Laws 19.1 Tenant shall not use the Premises for any purpose that is prohibited by any law, statute, ordinance or governmental rule or regulation now in force, or that may be enacted or promulgated in the future. Tenant shall, at its expense, comply with all laws, statutes, ordinances, rules, regulations, or requirements of any duly constituted governmental or public authority (collectively “Laws”) relating to the operation of Tenant’s business at the Premises; provided that Tenant shall not be required to comply with any Laws requiring structural modifications, seismic upgrades, removal, remediation, or other actions with respect to Hazardous Material. Notwithstanding anything contrary herein and subject to Section 18.5, Landlord shall, at its sole cost and expense, be responsible for all Laws, including, ADA, for the exterior of the Premises, including, but not limited, to paths of travel, ramps, Common Areas and Parking Set Aside. Notwithstanding the above, Tenant, in its election and at its sole cost, may evaluate the seismic and environmental conditions of the Building and Premises for Tenant’s occupancy standards and life safety acceptability and the findings shall belong exclusively to Tenant.

19.2 The Premises have not undergone inspection by a Certified Access Specialist (“CASp”) (as defined in California Civil Code §1938). Nothing herein shall relieve Tenant’s compliance obligations as to the Premises, as set forth above.

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20. Utilities and Services 20.1 Tenant shall, at its sole expense and cost, and in its sole discretion, contact, meter, upgrade and order its own utilities (beyond the Basic Utilities that Landlord provides for the Premises) and janitorial services to the Premises, as it deems necessary or desirable for Tenant’s permitted use. Tenant shall have access to the Building and Premises twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. Tenant shall be responsible for the payment of its own janitorial and utilities to the applicable parties, utility companies or governmental agencies.

20.2 Landlord shall, at its expense, provide all customary building services to the Premises, including, but not limited to, Basic Utilities (which Tenant decides not to upgrade per Section 20.1), common area maintenance, common area security services, maintenance and lighting for the parking lot and the common stairs, and Parking Set Aside and the Common Areas and entries, including, but not limited to, landscaped areas, and driveways, and parking lots, and secure trash enclosures. 20.3 Operating hours are specified in Section 1.15. Tenant may elect to extend operating hours to meet Tenant’s needs to any schedule including twenty-four (24) hours per day, seven (7) days per week, three hundred sixty-five (365) days per year. Access to the Building and parking shall be available to Tenant, Tenant’s employees, and invitees all hours of each day of the week. 20.4 If Tenant is unable to conduct business in the Premises due solely to the actions or inactions of Landlord and such inability continues for more than two (2) consecutive business days or ten (10) business days within any twelve (12) month period (or any lesser periods covered by insurance), then Tenant’s obligation to pay Rent, and Operating Costs shall abate from the date the loss of services or access commenced or the casualty occurred, until (a) the date the services or access are restored, or (b) the date the damage is repaired and Tenant has been given sufficient time to restore its voice, data and other systems, install its furniture, fixtures and equipment, and move back into the Premises. 21. Maintenance and Repair 21.1 During the term of this Lease, Tenant shall, at Tenant’s expense, maintain the Premises in a neat and orderly condition, ordinary wear and tear and damage from any casualty excepted. Tenant will be responsible for repair and maintenance for the heating, ventilating and air conditioning systems that Tenant installs after the Commencement Date. 21.2 Landlord, at its expense, subject to reimbursement to the extent such expenses are Operating Costs under Section 12, shall: repair and maintain the structural portions of the Building, including without limitation, the roof, roof structure, foundation, exterior walls, exterior glass (including the windows bounding the Premises), exterior drainage systems, all exterior walkways and Common Areas, parking facilities and landscaped areas surrounding the Building, private roads and other avenues of ingress and egress, plumbing, electrical and lighting systems, fire and life systems, and fixtures and all other mechanical portions of the Premises and Building. Subject to Section 18.5, Landlord warrants that possession of the Premises shall be delivered to Tenant in good order, condition, and repair, broom-clean, watertight, and leak free. Landlord shall operate the Building and the project in a first-class manner and at all times shall keep the Building and Project in first class condition and repair. Landlord shall use its best efforts to perform maintenance obligations with minimal impact to Tenant. All parking areas shall be adequately striped, maintained, cleaned, patched, and repaired, with signs and markers to ensure proper spacing and means of parking and to assure proper traffic flow. 21.3 Tenant shall have the right (but not the obligation) to fulfill Landlord's obligations with respect to the maintenance and repair of the Premises (and Tenant shall have access to utility systems and elements outside the Premises which service the Premises in order to do so) in the event Landlord defaults on its obligations to do same and after the expiration of appropriate notice from Tenant and Landlord's failure to cure. In such event, Tenant shall have the right to deduct its actual cost so incurred from the next monthly installment(s) of rent due. Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (or oral notice in the event of an emergency such as

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damage or destruction to or of any portion of the Building structure and/or the Building systems and/or anything that could cause material disruption to Tenant's business) to Landlord of an event or circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in any event not later than seven (7) days after receipt of such notice, then Tenant may proceed to take the required action upon delivery of an additional three (3) business days' notice to Landlord specifying that Tenant is taking such required action (provided, however, that neither of the notices shall be required in the event of an emergency which threatens life or where there is imminent danger to property or a possibility that a failure to take immediate action could cause a material disruption in Tenant's normal and customary business activities), and if such action was required under the terms of the Lease to be taken by Landlord, then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs and expenses in taking such action plus interest thereon at the rate of ten percent (10%) plus rent abatement to the extent Tenant would have otherwise been entitled to rent abatement under the Lease. Notwithstanding anything to the contrary in this Lease, if Tenant has not received payment of any sums due from Landlord as of the end of the thirtieth (30th) day following Landlord's receipt of a statement or notice thereof or if Landlord has not paid commissions, Tenant shall have the right to offset said sums against each month's payment of Rent due under this Lease until the total amount of such sums due to Tenant has been recaptured by Tenant through such offset. The term “emergency” means those situations which, in Tenant’s good faith judgment, represent a threat to the life, health, safety, or property of Tenant or Tenant’s employees or invitees of such significance that immediate steps are necessary to remove the threat. 22. Alterations and Modifications 22.1 Tenant shall be able to make any alteration or modification to the Premises, including the Tenant Improvements to the Building, without Landlord’s prior written consent except that alterations or modifications that expand the Building footprint will proceed pursuant to Section 56 and all alterations and modifications are subject to the requirements of Exhibit B. 22.2 During the Term of this Lease, title to all alterations or improvements constructed or placed on the Premises by Landlord or Tenant, including but not limited to the Tenant Improvements, is and shall be vested in Landlord. All such alterations or improvements are deemed real property. Notwithstanding any other provision of this Lease, at the expiration or termination of this Lease, Tenant may remove all trade fixtures and other items including, but not limited to, computer terminals and equipment, telephone, telecommunications, life safety and security equipment, custom cabinetry, lockers, signage, medical equipment, systems or modular furniture (e.g. Steelcase™ furniture, partitions) whether or not bolted or otherwise attached to the Premises, are not considered a normal office or medical improvement, provided all resultant damage or injury to the Premises is repaired. Landlord shall notify Tenant at the time of its approval of such alteration that such alteration must be removed at the end of the Term of this Lease. In no event shall Tenant be required to remove Tenant’s installed cabling or wiring. 23. Liens 23.1 Tenant shall keep the Premises and the Building free of all liens resulting from or arising out of construction or other work done, materials furnished, or obligations incurred by or for Tenant. This obligation does not apply to Tenant Improvements to be constructed by Landlord or to any other work performed on the Premises by or for Landlord. Tenant shall give Landlord at least five (5) days’ notice prior to commencing any Alterations that require consent in the Premises and Landlord shall have the right to post notices of nonresponsibility in or upon the Premises, as provided by law. If a mechanic’s or other lien is filed against the Premises or the Building as a result of a claim arising through Tenant’s own activities, Tenant shall promptly cause such lien to be released of record or diligently contest the validity of the claim. 23.2 Landlord represents and warrants to Tenant that Landlord will pay each of its subcontractors, materialmen and suppliers all amounts due to them, when due, for any labor, materials or equipment provided by each such subcontractor, materialman or supplier on account of the Tenant

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Improvements or other work by Landlord and Landlord agrees to indemnify and hold Tenant harmless from and to defend Tenant against any liabilities, liens, claims, demands, costs or expenses, including court costs and attorneys’ fees, arising out of or connected with Landlord’s construction of the Tenant Improvements or other work performed by Landlord. 24. Assignment and Subletting 24.1 Tenant may, without Landlord’s consent, sublet the Premises or any portion thereof or assign this Lease, or any interest therein, to any organization directly associated with the Kaiser Permanente Medical Care Program, including without limitation, Kaiser Foundation Health Plan, Inc., Kaiser Foundation Hospitals, The Permanente Medical Group, Inc., Southern California Permanente Medical Group, or to (i) any parent, subsidiary, affiliate, division or other entity controlling, controlled by or under common control with Tenant; (ii) a successor entity related to Tenant by merger, consolidation, reorganization or government action; or (iii) a person or entity that acquires substantially all of Tenant’s assets or Tenant’s capital stock. 24.2 Except as provided in paragraph 24.1, Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease all of any part of the Premises, or allow any other person or entity to occupy or use all or any part of the Premise without Landlord’s prior written consent Consent to any such assignment or subletting shall not operate as a waiver of the necessity for a consent to any subsequent assignment or subletting. Landlord shall respond to Tenant’s request for any required consent within forty five (45) business days. 25. Holding Over If Tenant holds possession of the Premises or any portion thereof after the date upon which the Premises are to be surrendered, Tenant will become a tenant on a month-to-month basis upon all the terms, covenants and conditions of this Lease until the tenancy is terminated by either Landlord or Tenant upon thirty (30) days’ prior written notice given at any time to the other Party, except that Rent shall be at One Hundred Twenty Five percent (125%) of the base rent rate as of the last month of the initial Term or extended Term. Notwithstanding the foregoing, Tenant shall have a one-time right, upon notice to Landlord not less than three (3) months prior to the expiration of the initial Term or extended Term, as applicable, to extend the Term of the Lease for a period of up to six (6) months (the “Permitted Holdover Term”), in which case the base rent payable by Tenant during such Permitted Holdover Term shall equal one hundred percent (100%) of the base rent applicable during the last month of the initial Term or extended Term. 26. Insurance 26.1 During the Term of this Lease, Landlord shall, at Landlord’s expense, obtain and keep in force a policy or policies of (1) commercial general liability insurance covering bodily injury and property damage with a combined single liability limit acceptable to Tenant, except that initially the single combined limit shall be not less than Five Million Dollars ($5,000,000), insuring against all liability of Landlord and its authorized representatives arising out of or in connection with the Building, and (2) fire and extended coverage insurance, with vandalism, malicious mischief, and all-risk endorsements, for the full replacement value of the Building including the value of the Tenant Improvements. All insurance under this Section 26 shall be issued by insurers reasonably acceptable to Tenant and qualified to do business in the state in which the Premises are located. The limits of these insurance policies shall not limit the liability of Landlord under the Lease. Landlord shall deliver to Tenant prior to Tenant’s occupancy of the Premises certificates of insurance and endorsements evidencing the existence and amounts of such insurance naming Tenant, its officers, directors and employees as additional insureds and containing cross liability endorsements. No policy shall be cancelable or subject to material reduction of coverage except after thirty (30) days prior written notice to Tenant. Nothing in this Lease shall limit the Landlord’s right to self-insure.

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26.2 Tenant shall keep the Premises adequately insured at all times during the Term of the Lease, and will carry and maintain such insurance in amounts which are customarily carried and against such risks as are customarily insured against by other tenants of similar size in connection with the occupancy and use of the Premises for comparable purposes. This insurance may include alternative risk management programs, including self-insurance and Landlord hereby consents thereto. 27. Indemnity Tenant shall indemnify, defend and hold Landlord harmless from all liabilities, claims, demands, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of injuries to any person or damage to property occurring on the Premises or the Building arising from the negligent acts or omissions of Tenant, its agents or contractors. Landlord will indemnify, defend and hold Tenant, its officers, directors, and employees harmless from and against any and all liabilities, claims, demands, losses, costs and expenses, including reasonable attorneys’ fees which arise out of injuries to any person or property damage occurring on the Premises or the Building arising from the acts or omissions of Landlord, its agents, employees, or contractors, occurring on or about the Premises or the Building, Landlord’s ownership of the Building or Landlord’s breach of the warranties contained in Section 18 of the Lease. 28. Waiver of Subrogation Landlord waives as against Tenant all claims and demands for damage, loss, or injury to the Premises, or to furnishings, business machines, equipment, and other property in and upon the Premises and the Building, which damage results from fire and other perils, events or happenings to the extent of the insurance coverage required under this Lease; provided however, if Tenant is self-insured, Landlord does not so waive such claims against Tenant. 29. Entry by Landlord Landlord may enter the Premises, except for Tenant’s security areas and patient treatment areas in use, at all reasonable times, and upon reasonable prior notice to: (a) perform maintenance or repairs required by the Lease; (b) post notices to protect Landlord’s rights; and (c) show the Premises to prospective purchasers, lenders, or tenants during the last six (6) months of the Term or any extension thereof. Landlord entry under this Section 29 will be made with minimum interference with Tenant’s use of the Premises. 30. Quiet Enjoyment Tenant shall peaceably and quietly have, hold, and enjoy the Premises with all appurtenances thereto for the Term of this Lease and any extensions thereof, without any manner of hindrance of or interference with its quiet possession, enjoyment, or use by Landlord or any other party, whether or not claiming under or through Landlord. Landlord warrants that as of Execution Date, the rights of any other party to possess the Premises shall have been terminated. 31. Nondisturbance and Subordination 31.1 Upon Tenant’s request, Landlord shall obtain and deliver to Tenant an executed nondisturbance agreement from any lender, ground lessor, fee owner or any other party the security for whose interest, loan or encumbrance is prior to the lien of this Lease. 31.2 Nondisturbance. At the request of Tenant and at Tenant’s expense, Tenant shall prepare, and Tenant and Landlord shall execute a Non-Disturbance Agreement reasonably acceptable to Tenant and Landlord from any current or future ground lessors, mortgage holders or lien holders. Such Non-Disturbance Agreement shall acknowledge Tenant’s right of possession and Tenant’s offset rights and that, to the extent any of the concessions to be provided to Tenant (including Tenant Improvement Allowances) have not been fully funded or performed by Landlord at the time of a foreclosure, deed in lieu of foreclosure or any other transfer of the Building as a result of a default of Landlord under the terms of

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the applicable ground lease, loan documents, etc., subject to Landlord and lender protections set forth in the lease, Tenant, to the extent Tenant pays or has paid such unfunded amount, may deduct the unfunded amount or equivalent value thereof, together with interest, from the any rent and other amounts owed by Tenant to Landlord next becoming due and payable. Said Non-Disturbance Agreement shall also provide for recognition of any Tenant paid security deposits or pre-paid rent. 31.3 Subordination. If a lender requires that this Lease be subordinate under this Lease, then upon Landlord's delivery to Tenant of an executed nondisturbance agreement, this Lease shall be subordinated to such lender.

The lease, and Tenant's interest and rights therein, shall at Landlord’s election, be subject and subordinate to the lien of any first mortgage hereafter created on or against the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, however, that the holder of such lien agrees not to disturb the quiet use and enjoyment of the Premises by Tenant, in accordance with the lease. Tenant agrees, at the election of the holder of any such mortgage, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such holder and reasonably acceptable to Tenant. 32. Transfer of Landlord's Interest If Landlord sells or conveys its interest in the Premises or the Building, this Lease shall not be affected by any such sale and Tenant shall attorn to any purchaser or assignee. Landlord shall be relieved from and after the date specified in any notice of transfer of all obligations and liabilities accruing thereafter on the part of Landlord. This Section 32 is contingent upon the assumption by such purchaser or transferee of all of Landlord's obligations under the Lease and Landlord's delivery of all funds in which Tenant has an interest to the transferee and does not apply to a transfer for security purposes only. 33. Estoppel Certificate Tenant agrees, from time to time, within 30 days after Tenant’s receipt of a request of Landlord, to execute and deliver to Landlord, or Landlord's designee, an estoppel certificate stating, to the best of Tenant’s knowledge without inquiry, that a) this lease is in full force and effect, b) the date to which rent has been paid, c) that Landlord is not in default thereunder (or specifying in detail the nature of Landlord's default), and d) the expiration date of the lease. In the event Tenant does not respond within 15 business days after Tenant’s initial receipt of request from Landlord, Landlord shall provide a second notice to Tenant and Tenant shall have 10 business days to respond. Non-response shall not result in a default under this Lease 34. Default Any of the following shall constitute a material default and breach of this Lease by Tenant: 34.1 Tenant's failure to pay Rent or to make any payment of money required under this Lease within ten (10) business days after Tenant's receipt of written notice from Landlord specifying such failure; 34.2 Tenant's abandonment or vacation of the Premises for more than thirty (30) days without payment of Rent; 34.3 Tenant's failure to observe and perform any other provision of this Lease to be observed or performed by Tenant where such failure continues for thirty (30) days after written notice thereof by Landlord to Tenant except that if the nature of the default is such that the same cannot be reasonably be cured within thirty (30) days, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion.

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35. Remedies On Default If Tenant defaults, in addition to any other remedies available to Landlord herein or at law or in equity, Landlord shall have the option to: 35.1 Maintain this Lease in full effect and recover the Rent and other monetary charges as they become due, without terminating Tenant's right to possession. If Landlord elects not to terminate this Lease, Landlord may attempt to relet the Premises at such Rent and upon such conditions and for such a term and to do all acts necessary to relet the Premises, including removal of all persons and property from the Premises, without being deemed to have elected to terminate this Lease; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. If any such reletting occurs, this Lease shall terminate automatically at the time the new tenant takes possession of the Premises. 35.2 Terminate this Lease by any lawful means, in which case this Lease shall terminate and Tenant shall surrender possession of the Premises to Landlord. If Landlord elects to terminate this Lease, then Landlord may recover from Tenant: 35.2.1 The worth at the time of award of any unpaid Rent which had been earned at the time of such termination; plus 35.2.2 The worth at the time of award of the amount by which any unpaid Rent which had been earned after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided. 35.2.3 The worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided. 35.2.4 As used in this Lease the "worth at the time of the award" is computed by allowing interest at the legal rate and by discounting such amount at the discount rate of the Federal Reserve Bank for the region in which the Building is located at the time of award plus one percent (1%). 35.2.5 The term "rent" as used in this Section shall be deemed to mean the set Rent and all other sums required to be paid by Tenant pursuant to the terms of this Lease.

35.3 If Landlord fails to perform any of the covenants, provisions, or conditions contained in this Lease on its part to be performed within thirty (30) days after written notice of default (or if more than thirty (30) days will be required because of the nature of the default, if Landlord fails to diligently proceed to commence to cure the default after written notice), then Landlord shall be liable to Tenant for all damages sustained by Tenant as a result of Landlord's breach.

36. Damage or Destruction 36.1 Except as otherwise provided in this Section 36, if the Premises or Building are totally or partially destroyed (“Destruction”) from any cause not attributable to Tenant, rendering the Premises totally or partially inaccessible or unusable, Landlord shall promptly restore the Premises and the Building (including without limitation any parking areas or facilities, whether or not a part of the Building, and the Tenant Improvements to substantially the same condition as they were in immediately before the destruction including modifications required to comply with then effective building codes and other applicable laws and regulations and such destruction shall not terminate this Lease. If in the Landlord’s reasonable and professional judgement the collective construction cost of the Destruction of the Premises, the Building, and the Tenant Improvements is more than 75% of the collective value of the Project, Premises, the Building, and the Tenant Improvements, Landlord may terminate the Lease without further liability.

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36.2 Within thirty (30) days after the occurrence of any Destruction, Landlord shall notify Tenant of the estimated time required for the restoration of the Premises and the portion of the Building necessary for Tenant's occupancy and all parking to which Tenant is entitled under the Lease. Landlord's estimate shall be made in good faith and based upon reasonable estimates and contractors' bids. If the estimated time for restoration is in excess of ninety (90) days after the date of destruction, Tenant may terminate this Lease effective as of the date of Destruction by giving written notice to Landlord. If Tenant does not terminate this Lease and if restoration is permitted under the existing laws, Landlord shall restore the Premises and the Building within a reasonable time not to exceed one hundred eighty (180) days after the date of Destruction and this Lease shall continue in full force and effect. If Landlord does not complete the restoration of the Premises and Building within one hundred eighty (180) days after the date of Destruction, then Tenant may terminate this Lease as of the date of Destruction by written notice given to Landlord at any time thereafter.

36.3 If the Lease is terminated under this Section 36, Landlord shall, within thirty (30) days after the termination date, refund to Tenant the prorated Rent and Operating Costs for the remainder of the month in which the Destruction occurred, any prepaid Rent and Operating Costs, and all other monies advanced by Tenant.

36.4 In all cases of damage or Destruction to the Premises or Building not caused by Tenant, Tenant shall be entitled to a proportionate reduction of Rent, Assessments (as such Assessments are related to or imposed in connection with the Premises or Building), Taxes (as such Taxes are related to or imposed in connection with the Premises or Building), including, Possessory Interest Tax, and Operating Costs and all other charges under the Lease until the Premises are restored. The reduction shall be based on the extent to which the Premises, Building and Parking Set Aside, in Tenant's reasonable judgment, are unusable or inaccessible by Tenant, including without limitation, Tenant's parking rights.

36.5 Notwithstanding anything to the contrary contained in this Section 37, Landlord shall not be obligated to repair, reconstruct or restore the Premises or Building when the damage or Destruction occurs during the last twelve (12) months of the term of this Lease and Tenant does not elect to exercise any option to extend the Lease term.

36.6 If Landlord is required or elects to restore the Premises as provided in this Section 36, Landlord shall not be required to restore Tenant's trade fixtures, and Tenant's personal property.

36.7 Landlord and Tenant hereby waive the provisions of California Civil Code Sections 1932(2) and 1933(4) or any successor statute relating to termination of leases when the thing leased is destroyed, and agree that such event shall be governed by the terms of this Lease. If the Building or the Premises are totally destroyed, this Lease shall terminate automatically, effective as of the date of destruction.

37. Condemnation

37.1 If the Premises or parking spaces under this Lease are taken for any public or quasi-public use under any statute or by right of eminent domain, then this Lease shall terminate as of the date of such taking. If there is a partial taking of the Premises or of the Building and the area remaining cannot be reasonably used by Tenant without frustrating or impeding Tenant's intended use of the Premises, including parking areas, in Tenant's reasonable judgment, Tenant may, within thirty (30) days after receipt of notice of such taking, terminate this Lease as of the date on which possession is taken by the condemning authority. If Tenant does not exercise its right to terminate, then this Lease shall remain in full force and effect except that Tenant's Rent, Possessory Interest Tax, Real Property Taxes (to the extent levied and if permitted by law), Operating Costs and other charges under this Lease shall be reduced proportionately due to any partial or temporary taking which does not result in termination of this Lease.

37.2 Tenant shall be entitled to receive the part of the award attributable to or prosecute a direct claim against the condemning authority, if necessary, for: a) Tenant's loss of business; b) the cost

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of Tenant financed alterations or improvements paid for by Tenant in excess of any Tenant Improvement Allowance or other amounts paid by Landlord for alterations or improvements; c) the cost of removal of improvements, trade fixtures, furniture and other personal property belonging to Tenant; d) relocation costs; e) the market value of the Lease, including the excess of the fair rental value of the Premises over the actual net received under the Lease; f) compensation for loss of goodwill; and g) any other amounts to which Tenant is entitled under applicable law. 38. Attorney Fees and Costs If either Party commences an action or proceeding to determine or enforce its rights under this Lease, the prevailing party shall be entitled to recover from the losing party all expenses reasonably incurred, including court costs, reasonable attorneys' and accountant's fees and costs of suit. 39. Remedies Cumulative All remedies of Landlord and Tenant under this Lease are cumulative. 40. Time of the Essence Time is of the essence of this Lease and of each covenant, term, and condition hereof. 41. Memorandum of Lease Pursuant to California Government Code Section 37393, a lease of an interest in real property of a city shall be recorded in the Office of the County Recorder in which the property is located. Landlord shall execute and deliver to Tenant a short form or memorandum of this Lease (“Memorandum of Lease”) prepared by Tenant and suitable for recording in the Office of the County Recorder of the County of Ventura and shall record such Memorandum of Lease. 42. Brokers Landlord shall pay all brokerage fees or commissions arising from this Lease. Jones Lang LaSalle exclusively represents Tenant. Landlord shall pay to Jones Lang LaSalle a commission in accordance with the Transaction Leasing Commission Agreement which has been agreed to by Jones Lang LaSalle and Landlord. Landlord and Tenant represent and warrant that neither Party has had any dealings with any real estate broker or agent in connection with the negotiation of this Lease except as specifically stated in Section 1.14. Tenant and Landlord agree to indemnify, defend and hold the other Party harmless from and against all claims, demands, causes of action, liabilities and expenses (including reasonably attorneys' fees) arising from any breach of this warranty. 43. Notices All notices or demands to be given by either Party to the other shall be in writing and shall be deemed sufficiently given either when delivered in person or two (2) days after being sent by certified mail, return receipt requested, postage prepaid, via email, or by a national air courier company that provides signature verification of delivery to recipient, to the respective Parties at the addresses provided in Section 1.13 of this Lease. The address to which any notice or demand may be given to either Party may be changed from time to time by written notice to the other. 44. Reasonableness The Parties shall at all times act prudently, fairly, equitably, reasonably, promptly and in good faith in dealing with one another under this Lease and shall not unreasonably withhold or delay any consents, approvals, authorizations, exercises of discretion, exercises of judgment or the like provided in this Lease.

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45. Waiver No covenant, term, or condition of this Lease may be waived except by written consent of the Party against whom the waiver is claimed and the waiver of any term, covenant, or condition of this Lease shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Lease. 46. Days As used in this Lease, the term "day" shall mean calendar day unless specifically indicated otherwise. 47. Binding on Successors Except as otherwise provided, this Lease is binding on and will inure to the benefit of the respective successors and assigns of Landlord and Tenant. 48. Rules of Construction This Lease is to be construed as a whole, according to its fair meaning, and not strictly for or against either Tenant or Landlord. The Section headings are for convenience only and are not a part of this Lease and do not limit or amplify its provisions. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall not affect the validity of any other provision hereof. 49. Applicable Law The existence, validity, and construction of this Lease shall be determined in accordance with the laws of the state of California without reference to its conflicts of laws or principles; provided, that (i) any provision which may be held invalid shall be ineffective only to the extent of such invalidity and shall not invalidate any of the remaining provisions, (ii) this Lease shall not be construed as creating either a partnership, an agency or an employment relationship between the Parties, and (iii) the failure of any Party to insist at any time upon the strict performance of any provision or to act upon any right or remedy available to such Party, whether under the Lease or as a matter of law, shall not be interpreted as a waiver or a relinquishment of any such right or remedy unless specifically expressed in writing, signed by such Party and neither the receipt, acceptance nor application of any payment shall, without more, constitute such a writing. 50. Counterparts; Electronic Delivery This Lease may be executed in several counterparts and all such executed counterparts shall constitute one (1) agreement binding on all of the Parties in spite of the fact that all of the Parties have not signed the same counterpart. This Lease may be delivered via facsimile transmission or in electronic "pdf" or similar format with the same force and effect as if originally executed copies of it were delivered to all Parties. 51. Headings and Gender The section headings are for convenience only and shall have no legal significance. The masculine, feminine or neuter gender, and the singular or plural number, shall be deemed to include the others whenever the context so indicates or requires. The term “including” shall be deemed to mean “including, but not by way of limitation.” 52. Representations of Authority The execution, delivery and performance of this Lease by Landlord and Tenant have been duly and validly authorized by all necessary action and proceedings, and no further action or authorization is

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necessary on the part of either Landlord or Tenant in order to consummate the transactions contemplated herein. 53. Submission of Lease The submission of this Lease by Tenant to Landlord shall not constitute an offer to lease. Nothing in this Lease shall be binding upon Tenant or Landlord until Landlord and Tenant have each executed and delivered this Lease. 54. Cumulative Remedies The various rights, options, elections, powers and remedies contained in this Lease shall be construed as cumulative, and no one of them shall be exclusive of any of the others or of any other legal or equitable remedy which either Party might otherwise have in the event of a breach or default in the terms of this Lease. The exercise of one right or remedy by such Party shall not impair its right to any other right or remedy until all obligations imposed on the other Party have been fully performed. 55. Complete Agreement This Lease and the attached exhibits contain the entire agreement between the parties and supersede all prior agreements or understandings between the parties and may not be amended except by a written agreement signed by the parties. 56. Right of First Offer

At any time during the Term and any extensions thereto, Tenant shall have the exclusive right of first opportunity to lease any buildings or any portion of buildings owned by Landlord in the Project or any area adjacent thereto owned by Landlord (“Expansion Premises”) as it is or becomes available throughout the Term of this Lease and any extensions thereof. Tenant’s right of first opportunity shall be subordinate to Landlord’s desire to use any building(s) or any portion of building(s) for government related uses or entities.

Any additional space leased to Tenant shall be for a term that is coterminous with the expiration date of the term of this Lease, subject to identical renewal options and shall be at the then fair market rental rate as set forth in Exhibit E.

In addition, Landlord shall be commercially reasonable in approval of any Tenant request to expand the footprint of the Building at any time during the term of this Lease. The expansion shall be approximately fifty feet (50’) to either the east or west of the Building; provided, Tenant may expand beyond 50 with the prior written consent of Landlord. The location, terms and conditions of such footprint expansion shall be mutually agreeable by Landlord and Tenant, and in compliance with the processes of the Simi Valley Municipal Code. Unless specifically provided otherwise in this Lease, Tenant shall be subject to all ordinary building permits and other permits required for such extension.

57. Right of First Offer to Purchase

At any time during the Term and any extensions thereto, Tenant shall have an ongoing Right of First Offer (“ROFO”) to purchase the Building and the Land which the Building and Project are located (collectively, the “Property”).

Landlord agrees that during the Term of the Lease and any Extended Term, Landlord will not offer to sell or sell the Property to a third party unless it has first offered to sell the Property to Tenant. In the event that Landlord wishes to sell the Property, then Landlord shall first offer the Property by written notice to Tenant (the “Offer”). The Offer shall state the terms upon which, in good faith, Landlord is willing to sell the Property, including the purchase price and all of the other pertinent terms of the proposed transaction. The proposed price shall be based upon an appraisal and there shall be no discount for the

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constructed improvements to the Building. Tenant will be granted thirty (30) days in which to accept or reject the Offer. If Tenant declines the Offer, then Landlord will be free to transact the sale of the Property unencumbered by the ROFO. However, if Landlord either (1) does not sell the Property within twelve (12) months of the date Tenant declines the Offer, or (2) wishes to sell the Property under conditions substantially more favorable to a buyer than those that were previously presented in the Offer to Tenant, then Tenant’s ROFO shall be reinstated and Landlord will again present revised ROFO terms to Tenant for its consideration (“Revised Offer”). For the purposes of the immediately foregoing, Tenant’s ROFO will be reinstated and Tenant will be given a Revised Offer to elect to exercise the ROFO if Landlord wishes to sell the Property at a price less than 95% of the previous price presented in the original Offer to Tenant. The Tenant will be granted thirty (30) days in which to accept or reject the Revised Offer, and any acceptance or rejection of the Revised Offer will be treated in the same manner as that of the original Offer.

58. Option to Terminate Lease

Notwithstanding anything contrary herein, Tenant shall have a one time right, in its sole and absolute discretion, to cancel this Lease effective at the end of the 7th year of the paid rent, Year 8 in the Base Rent Schedule in Section 1.5 of this Lease, during the initial Term of Lease (“Termination Date”) by providing not less than nine (9) months prior written notice to Landlord. Tenant shall pay Landlord a termination fee equal to the unamortized portion of the Tenant Improvement Allowance and Commissions associated with this transaction (“Termination Fee”) on a straight-line basis. The Termination Fee shall be paid prior to the Termination Date. 59. Operational Covenant

Landlord agrees that it will not, during the primary lease Term (as it may be extended) lease any space in the Building or Project to any other tenant, or consent to a sublease or an assignment, to either (i) any other person or entity whose business is in direct competition with Tenant (“Competitor”) or (ii) an entity or person that conducts a business or connotes an image that adversely conflicts with the corporate and public image of Tenant as a major corporation conscious of maintaining a reputation for integrity, financial reliability, and for good corporate and moral citizenship. In the event that Landlord violates its agreement set forth in this Section, Tenant shall have, in addition to all other remedies which it may have under the lease or at law, the right to terminate this Lease upon notice to Landlord, in which case this Lease shall terminate on the date set forth in Tenant's notice as if that were the date set forth in the lease for the natural expiration thereof. 60. Tenant Relocation Landlord shall have no right to relocate Tenant. 61. Landlord Financial Condition

Throughout the term of the Lease, Landlord shall provide reasonable access to the public financial records of Landlord. 62. Confidentiality Landlord and Tenant acknowledge that Landlord is a public agency and is subject to both the Ralph M. Brown Act (Government Code Section 54950 et seq.) (the “Brown Act”) and the California Public Records Act (Government Code Section 6250 et seq.) among other open records and meetings law. Thus, Landlord may be required to provide this Lease to members of the public upon request pursuant to law.

(Signatures to follow on the next page)

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on Execution Date. Attest: City of Simi Valley, A Municipal

Corporation By: Ky Spangler, Deputy Director/City Clerk Robert O. Huber, Mayor of the City of Simi Valley, California Date: Approved as to Form: Kaiser Foundation Health Plan, Inc., a

California nonprofit public benefit corporation

By: Lonnie J. Eldridge, City Attorney Print Name: Approved as to Content: Title: Date: By: Eric J. Levitt, City Manager Print Name: Title: Brian P. Gabler, Director of Economic Development/Assistant City Manager Date:

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EXHIBIT A-1

EXHIBIT A-1

THE PREMISES

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(To be Attached)

EXHIBIT A-2

EXHIBIT A-2

THE BUILDING

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(To be Attached)

EXHIBIT A-3

EXHIBIT A-3

THE PROJECT

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(PROJECT SITE PLAN AND LEGAL DESCRIPTION - TO BE ATTACHED)

EXHIBIT B

EXHIBIT B

TENANT IMPROVEMENTS

1. Tenant Improvements, Final Plans and Selection of Contractor

Tenant shall accept the Premises in its current “as is” condition. All costs associated with construction, architectural drawings, permitting, Base Building and Tenant Improvements and Tenant’s fixtures, furniture and equipment shall be at Tenant’s sole cost and expense. Tenant shall retain the general contractor, the selection of which shall be subject to Landlord’s reasonable consent, which shall not be unreasonably withheld, conditioned or delayed. In no event shall Landlord charge Tenant any fees related to construction management, coordination, or supervisory fees. Moreover, in no event shall Landlord charge Tenant and Tenant’s contractors, subcontractors, architects, engineers, and designers for the use of restrooms, parking, or utilities during the construction of Tenant’s Premises or during Tenant’s actual move into the Building.

Landlord shall provide its reasonable approval of Tenant’s architectural drawings, contractors and

vendors. Tenant may make any improvements to the Premises that Tenant, in its sole judgment, deems necessary or desirable ("Tenant Improvements"), which are in direct furtherance of Tenant's permitted uses hereunder, except that Tenant shall not make Tenant Improvements which will exceed the capacity of the structural components of the Building (except that Tenant may, at its expense and subject to the reasonable approval of Landlord, elect to modify any portion of the Premises or Building to increase the capacity of the structural components of the Building if necessary for construction of the Tenant Improvements). Tenant may, subject to Landlord's prior approval as to size and location, perform exterior wall and roof penetrations for HVAC, skylights, and windows. Landlord may not unreasonably withhold its approval thereto. Any approval by Landlord under this Section shall be delivered within five (5) days after Tenant's request. Construction of the Tenant Improvements shall be performed by a contractor selected by Tenant. The final plans and specifications and working drawings for the Tenant Improvements (the "Final Plans") will be prepared by Tenant. Landlord shall not unreasonably withhold or condition its consent unless the making or installation of the improvements or alterations (a) adversely affects the Building structure, (b) materially adversely affects the Building Systems, (c) does not comply with applicable laws, or (d) materially affects the exterior appearance of the Building.

2. Government Approvals Tenant shall obtain all required approvals of the Final Plans and Tenant's use from the appropriate government agencies. Tenant shall have sixty (60) days from the date Landlord delivers a fully executed copy of this Lease to Tenant in which to submit for the necessary government approvals, including without limitation, all applicable use permits.

3. Completion of Tenant Improvements Tenant shall construct the Tenant Improvements to Completion in accordance with the Final Plans and any change orders thereto.

4. Ownership of Tenant Improvements During the Term of this Lease, title to all alterations or improvements constructed or placed on the Premises by Landlord or Tenant, including but not limited to the Tenant Improvements, is and shall be vested in Landlord. The Tenant Improvements shall be surrendered with and remain on the Premises upon expiration of this Lease. All such alterations or improvements are deemed real property. Notwithstanding the foregoing, at the expiration or termination of this Lease, Tenant shall remove its trade fixtures, furniture, systems furniture, filing cabinets, computer terminals and equipment, telephone and

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EXHIBIT B

telecommunications equipment, lockers, signage, medical equipment, whether or not bolted or otherwise attached to the Premises, provided all resultant damage or injury to the Premises is repaired. Notwithstanding anything contrary herein, to the extent Tenant constructs any alteration in the Premises during the Term of this Lease, Tenant shall not be required to remove such alteration unless (i) such alteration is not considered a normal office or medical improvements, and (ii) Landlord notifies Tenant at the time of its approval of such alteration that such alteration must be removed at the end of the Lease Term. Tenant shall not be required to remove Tenant’s installed cabling or wiring.

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EXHIBIT C

EXHIBIT C

CONFIRMATION OF LEASE TERMS This Confirmation of Lease Terms is made as of ________, 20___, between City of Simi Valley, a municipal corporation of the State of California ("Landlord"), and KAISER FOUNDATION HEALTH PLAN, INC., a California nonprofit public benefit corporation, ("Tenant") who agree as follows: 1. Landlord and Tenant entered into a Lease with an Execution Date of _________, 20__ (the "Lease"),

for the Premises described in Section __ of the Lease (the "Premises"). 2. Landlord and Tenant confirm the items marked below: ____ a. The Commencement Date is ________, 20__. ____ b. The Rent Commencement Date is _______, 20__.

____ c. The Lease Term will expire on ________, 20__, unless extended under the terms of the Lease.

____ d. Rent payments commence(d) on ________, 20__. ____ e. If Tenant has verified the Rentable Square Footage under Section 2.2 of the

Lease, the Rentable Square Footage of the Premises contains __________ square feet. The Rentable Square Footage of the Building consists of _______ square feet.

____ f. Tenant's Rent is _____________ Dollars ($_____) per month. ____ g. Tenant's Pro Rata Share is ________ percent ( %) and commences on January 1, 2020. ____ h. The "Tenant Improvement Allowance" is ______________Dollars ($______). 3. Lease Controls. Except as provided in Section 2.2 of the Lease, if there is any conflict between this Confirmation of Lease Terms and the Lease, the provisions of the Lease shall control. AGREED: AGREED: CITY OF SIMI VALLEY, a municipal corporation

KAISER FOUNDATION HEALTH PLAN, INC., a California nonprofit public benefit corporation

By__________________________ [signature] Name_______________________ [print or type] Title________________________ Date________________________

By__________________________ [signature] Name_______________________ [print or type] Title________________________ Date________________________

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EXHIBIT D

EXHIBIT D

PARKING

(Attached)

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EXHIBIT E

EXHIBIT E

EXTENSION TERM RENT The Rent for each option period shall be determined as follows: (a) Mutual Agreement. Landlord and Tenant shall have thirty (30) days after Tenant exercises any option to extend in which to agree on the fair market rental rate, as defined below, for the option period. If Landlord and Tenant are unable to agree on the fair market rental rate for the option period within such thirty (30) days, the provisions of subparagraphs (b) and (c) below shall apply. (b) Fair Market Rental Rate. The fair market rental rate shall mean ninety-five percent (95%) of the fair market rental rate for tenants in comparable, including a new Base Year similarly situated space (including, without limitation, Building age and condition) located in Simi Valley and West Hills, California. As used herein, the term "fair market rental rate" shall be initially proposed by Landlord as the amount of base annual rent per square foot then being charged in comparable office buildings located in the Simi Valley and West Hills market (the "Comparable Buildings") for space comparable to the Premises and taking into consideration all other relevant factors establishing similarity or dissimilarity between the comparable lease and the leasing of the Premises to Tenant for the extension term, including without limitation, escalations (including type, base year and stop), concessions, length of lease term, size and location of the Premises, building standard work letter and/or tenant improvement allowances, quality and quantity of any existing tenant improvements, quality and creditworthiness of Tenant, amenities offered, location of building, the cost and provision of parking spaces, and other generally applicable concessions, allowances, terms and conditions of tenancy. Notwithstanding anything to the contrary in the foregoing, in no event shall the determination of “fair market rental rate” include any value assigned to the Tenant Improvements or Alterations made to the Premises by Tenant. Fair market rental rate shall be determined assuming that neither Landlord nor a prospective tenant is under any compulsion to rent. In determining the fair market rental rate the appraisers shall take into account: Rent concessions; inducements; tenant improvement allowances; and Tenant's Base Year and the amount to be paid by Tenant under the Lease. Tenant's Base Year shall be adjusted to the first or later year of the extended term as determined by the appraisers. (c) If Landlord and Tenant are unable to agree on the fair market rental rate for the option period within such thirty (30) days, the provisions of this subparagraph (c) below shall apply. Within ten (10) days after the expiration of the thirty (30) day period described in subparagraph (1) above, each Party, at its cost and by giving notice to the other Party, shall appoint an M.A.I. real estate appraiser, with at least five (5) years full-time commercial appraisal experience in the area in which the Premises are located, to appraise and set the fair market rental rate of the Premises. If a Party does not appoint an appraiser within ten (10) days, the single appraiser appointed shall be the sole appraiser and shall set the fair market rental rate. The cost of the sole appraiser shall be borne equally by the Parties. If two (2) appraisers are appointed, they shall select a third appraiser meeting the qualifications stated in this subparagraph (2) within five (5) days after being selected by the parties, each of the two (2) appraisers shall be paid by the Party appointing such appraiser. If the two appraisers are unable to agree on the third appraiser within the time allowed, either of the Parties to this Lease, by giving ten (10) days’ notice to the other Party, can file a petition with the American Arbitration Association solely for the purpose of selecting a third appraiser who meets the qualifications stated above. The third appraiser shall be selected within twenty (20) days. Each of the Parties shall bear one-half (1/2) of the cost of appointing the third appraiser, including costs of appointing the third appraiser through the American Arbitration Association, and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either Party. Within thirty (30) days after the selection of the third appraiser, the third appraiser shall conduct an independent appraisal. The appraisals performed by the first two appraisers shall not be disclosed to the third appraiser until completion of the third appraiser's independent appraisal. Within twenty (20) days after the completion of the third appraisal, the appraisers

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EXHIBIT E

shall set the fair market rental rate. If the appraisers are unable to set fair market rental rate within the twenty (20) day period, the three (3) appraisals shall be added together and the total divided by three (3) and the resulting quotient shall be the fair market rental rate; provided, however, that any appraisal which differs from the median appraisal by more than ten percent (10%) of the median appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two; the resulting quotient shall be the fair market rental rate. If two appraisals are disregarded, the middle appraisal shall be the fair market rental rate. (d) After the fair market rental rate has been set, the appraisers shall immediately notify the Parties.

The fair market rental rate set pursuant to paragraph (b) shall be deemed to be the Base Rent for the option period and shall include adjustments to the Base Year. The Parties shall immediately execute a confirmation of the Lease stating the Base Rent and Base Year for the option period.

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TRANSACTION LEASING COMMISSION AGREEMENT

THIS AGREEMENT is made this sixteenth (16th) day of October, 2017 (the “Effective Date”), between the CITY OF SIMI VALLEY, a municipal corporation of the State of California ("Landlord") and JONES LANG LASALLE BROKERAGE, INC. ("Jones Lang LaSalle"), each a “Party,” and collectively, “Parties”.

W I T N E S S E T H:

WHEREAS, Jones Lang LaSalle has been engaged on behalf of KAISER FOUNDATION HEALTH PLAN, INC., A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION (the "Prospective Tenant") to represent it in negotiations with Landlord for a lease or other written agreement (the "Lease") for premises (the “Leased Premises”) in the building owned by Landlord located at 3855-A Alamo Street, Simi Valley, California 93063 (the "Building"); and

WHEREAS, the Parties desire to enter into this Agreement to confirm their understanding pursuant to which Landlord shall pay Jones Lang LaSalle a commission with respect to the Lease.

NOW, THEREFORE, the Parties agree as follows:

1. Commission. If and when a Lease is executed by the Prospective Tenant and Landlord, Landlord will pay to Jones Lang LaSalle a leasing commission (the "Commission") in accordance with the provisions of Schedule A attached hereto and made a part hereof. In the event Landlord and the Prospective Tenant agree on the principal business terms of a Lease but for any reason a Lease shall not be entered into between Landlord and the Prospective Tenant, then no Commission shall be deemed due to Jones Lang LaSalle. If a Lease is not executed by Landlord and the Prospective Tenant within twelve (12) months of the date of this Agreement, this Agreement shall become null and void. This Agreement has a Not-To-Exceed Value of $150,597.81, which means that the Commission to be paid to Jones Lang LaSalle pursuant to this Agreement in respect of the new lease transaction shall not exceed $150,597.81. Landlord, by entering into this Agreement, is under no duty to enter into a lease with Prospective Tenant.

2. Cancellation Option. If the Lease provides that the Prospective Tenant may cancel the Lease for a portion of the initial term thereof, then the Commission shall be deemed payable only upon the uncancelable portion of such Lease term unless the Prospective Tenant is obligated to pay a cancellation penalty or fee which includes the Commission for the balance of such Lease term in which case the entire Commission shall be deemed to have been due at the time the Lease is executed. At such time as the Prospective Tenant's right to cancel expires or is waived without being exercised, the Commission for the portion of the Lease term that could have been cancelled shall be payable to Jones Lang LaSalle, to the extent it has not already been paid, following

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the last day on which the Prospective Tenant may exercise such right to cancel or such earlier date as it is waived.

3. Sale of Building. In the event of a sale or other conveyance of the Building by Landlord, any portion of the Commission which has not yet been paid to Jones Lang LaSalle pursuant to this Agreement shall thereupon become due and payable by Landlord in full on the closing of the conveyance of the Building. In addition, Landlord shall remain liable thereafter for any unearned portion of the Commission as it becomes due and payable; provided, however, if the sale or other conveyance of the Building is to an entity that has at least the same net worth as that of Landlord, and such entity executes and delivers to Jones Lang LaSalle an agreement, reasonably acceptable to Jones Lang LaSalle, assuming the obligation to pay the unearned portion of the Commission, then Landlord shall have no further liability for the unearned portion of the Commission.

4. Other Brokers. Landlord and Jones Lang LaSalle each represents and warrants to the other that it has not dealt with any person, corporation or other entity other than Jones Lang LaSalle (as Landlord represented itself) entitled to (or claiming to be entitled to) a commission or other compensation in connection with the Lease. Each Party agrees to indemnify and hold the other harmless from and against any liability, claim, damage, cost or expense (including without limitation, reasonable attorney's fees) incurred by the other Party in the event of the inaccuracy of such representations and warranties by the indemnifying Party. Landlord also agrees to be solely responsible for, and indemnify and hold Jones Lang LaSalle harmless against, any commissions or fees due Landlord’s Agent, if any. In the event any claim is made or action or proceeding is commenced under which either Party claims the right to indemnification hereunder, such Party agrees: (a) to give the other Party prompt written notice thereof; (b) to permit the other Party to select counsel to defend against the claim, which counsel shall be subject to the reasonable approval of the Party being indemnified, and (c) not to settle or compromise such claim, action or proceeding without the prior written consent of the other Party, which shall not be unreasonably withheld.

5. Litigation Expenses; Interest on Late Payments. In the event any litigation shall be instituted between Landlord and Jones Lang LaSalle pertaining to this Agreement, the prevailing party in such litigation shall be entitled to recover its reasonable costs and attorney's fees incurred in such litigation from the other party. If Landlord fails to pay any installment of the Commission when due hereunder and such failure continues for 30 days after Jones Lang LaSalle gives Landlord written notice thereof, then the past due portions of the Commission shall bear interest from the date due until the date paid at the rate of one percent (1%) per month; and, at Jones Lang LaSalle's option, any remaining installments of the Commission shall thereupon become immediately due and payable.

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6. Authority. Each Party hereby acknowledges that the person signing this Agreement on behalf of such Party has full power and authority to do so and that such execution of this Agreement on behalf of such Party has been duly authorized by all necessary and proper action of such Party. Jones Lang LaSalle represents that it has been authorized by the Prospective Tenant to negotiate the Lease on the Prospective Tenant's behalf; and, at Landlord’s request, Jones Lang LaSalle shall submit appropriate documentation of such authorization reasonably satisfactory to Landlord.

7. Notices. Any and all notices required or permitted to be delivered pursuant to the terms of this Agreement shall be in writing and may be delivered by (a) hand, (b) telecopy or facsimile (with confirmed receipt), (c) nationally recognized overnight mail or courier service, or (d) certified or registered mail (postage prepaid and return receipt requested). Notices shall be addressed to the Parties at the following addressees:

(i) If intended for Landlord to: Attention: Mr. Brian P. Gabler Director of Economic Development/Asst. City Manager City of Simi Valley 2929 Tapo Canyon Road Simi Valley, CA 93063 805-583-6701

(ii) If intended for Jones Lang LaSalle to: Attention: Mr. Charlie Smith COO, LA Brokerage Jones Lang LaSalle 515 South Flower, 13th Floor Los Angeles, CA 90071 United States with a copy to: Jones Lang LaSalle Brokerage, Inc. 200 East Randolph Drive Chicago, Illinois 60601 Attention: Regional Counsel - SW Fax No. (312) 228-2277 Notice shall be deemed to be received upon actual receipt.

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8. Confidentiality; Publicity. Jones Lang LaSalle acknowledges and agrees that all negotiations in connection with the Lease shall be confidential prior to execution of the Lease and that Jones Lang LaSalle shall not disclose or discuss any such negotiations with any Party (other than the Prospective Tenant and its advisors) without Landlord's prior written consent. Jones Lang LaSalle agrees that it shall not advertise nor permit to be advertised the Lease transaction, nor place nor permit to be placed any notice thereof in any newspaper or other publication, without first obtaining prior written approval of Landlord as to the contents thereof in each instance, which approval shall not be unreasonably withheld.

9. Limited Liability. No director, officer, agent, servant, employee or representative of either Party shall have any personal liability in connection with this Agreement. Neither Party shall be liable to the other for, and each Party hereby waives any and all rights to claim against the other, any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, including, but not limited to, lost profits, even if the Party has knowledge of the possibility of such damages.

10. Taxes. Landlord shall be responsible for all taxes due and payable on the Commission or any other payments to Jones Lang LaSalle hereunder, including any sales tax, value-added tax or gross receipts tax; provided, however, in no event shall Landlord be responsible for any net income, franchise or property tax assessed against Jones Lang LaSalle, all of which shall be the responsibility of Jones Lang LaSalle.

11. Miscellaneous. This Agreement shall terminate automatically on the date that is one (1) year from the Effective Date if the Lease is not fully executed prior to such date; however, the expiration or earlier termination of this Agreement shall not affect any rights or obligations of either Party with respect to any liability or obligations accrued, or arising out of events occurring, prior to such termination or expiration, all of which shall survive the expiration or earlier termination of this Agreement. Furthermore, Sections 2, 3, 4, 5, 9 and this Section 11 shall survive the termination of this Agreement. This Agreement constitutes the entire agreement between the Parties hereto with respect to the matters described herein, supersedes all prior understandings and agreements between the Parties with respect to the subject matter hereof and may not be modified in any way without the express written consent of both parties. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. In the event any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been included. This Agreement shall be governed by and construed in accordance with the laws of the state where the Building is located (other than its rules as to conflicts of law which might require application of the laws of another jurisdiction), and venue shall lie in the County of such state in which the Building is located. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original hereof and all of which shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Attest: City of Simi Valley, A Municipal Corporation By: Ky Spangler, Deputy Director/City Clerk Robert O. Huber, Mayor of the City of Simi Valley, California Approved as to Form: Lonnie J. Eldridge, City Attorney Approved as to Content: Eric J. Levitt, City Manager Brian P. Gabler Director of Economic Development/ Assistant City Manager

Jones Lang LaSalle Brokerage, Inc., a Texas corporation By: _________________________________

Charlie Smith COO, LA Brokerage

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SCHEDULE A

The Commission payable to Jones Lang LaSalle under this Agreement shall be a total of $150,597.81 as

computed based upon the following commission rate(s) and schedule below:

Months Sq. Footage Mo. Rent Annual Rent Free Rent Total Commission Rate Commission

12 months of beneficial occupancy to permit and construct Base Building and TI's 0 0 -$

Months 1-12 (free rent Yr. 1) 18,493 2.00$ 443,832.00$ (443,832.00)$ -$ -$ -$

Months 13-24 (free rent Yr. 2) 18,493 2.04$ 452,708.64$ (452,708.64)$ -$ -$ -$

Months 25-36 (free rent Yr. 3) 18,493 2.08$ 461,762.81$ (461,762.81)$ -$ -$ -$

Month 37 (free rent 1 month) 18,493 2.12$ 39,249.84$ (39,249.84)$ -$ -$ -$

Month 38-48 (11 months) 18,493 2.12$ 431,748.23$ 431,748.23$ 4% 17,269.93$

Year 2 18,493 2.16$ 480,418.03$ 480,418.03$ 4% 19,216.72$

Year 3 18,493 2.21$ 490,026.39$ 490,026.39$ 4% 19,601.06$

Year 4 18,493 2.25$ 499,826.92$ 499,826.92$ 4% 19,993.08$

Year 5 18,493 2.30$ 509,823.46$ 509,823.46$ 4% 20,392.94$

Year 6 18,493 2.34$ 520,019.93$ 520,019.93$ 2% 10,400.40$

Year 7 18,493 2.39$ 530,420.32$ 530,420.32$ 2% 10,608.41$

Year 8 18,493 2.44$ 541,028.73$ 541,028.73$ 2% 10,820.57$

Year 9 18,493 2.49$ 551,849.31$ 551,849.31$ 2% 11,036.99$

Year 10 18,493 2.54$ 562,886.29$ 562,886.29$ 2% 11,257.73$

Total Rent 6,515,600.90$ 150,597.81$

Free Rent (1,397,553.29)$

Paid Rent 5,118,047.61$

One hundred percent (100%) of the Commission shall be due and payable within thirty (30) days after the earlier of (i) the Delivery Date (as such term is defined in the Lease) and (ii) the date that is sixty (60) days after the execution of the Lease by Landlord and the Prospective Tenant. Payment of the Commission will be deemed Landlord’s confirmation that all requirements for such payment, and only for such payment, have been satisfied or waived. As set forth in the schedule above, no Commission with respect to this new lease shall be accrued or attributable to the 12 months of beneficial occupancy, and the subsequent 37 months of tenancy.

The following shall not be deducted from the Base Rent used to compute the Commission:

i. Any payments involving an assumption of the Prospective Tenant’s current lease

ii. Any allowances for space planning, working drawings, or moving expenses

iii. Any cost Landlord incurs to demolish the Leased Premises in preparation for construction of the Prospective Tenant’s improvements

iv. Any equity position provided to the Prospective Tenant in return for execution of the Lease

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v. Landlord’s costs to prepare the Leased Premises for the Prospective Tenant up to building standard (as defined in the Lease) plus any allowance granted to the Prospective Tenant for above-standard alternations and not reimbursed to Landlord by way of additional rent under the Prospective Tenant’s Lease or by separate agreement

If the Lease contains provisions for the Prospective Tenant to obtain additional space through option(s), rights of first offer and/or rights of first refusal and Jones Lang LaSalle is representing the Prospective Tenant in connection with the exercise thereof, or if the Lease contains an option for additional space which specifies all of the material terms thereof and Prospective Tenant exercises such option(s) on substantially those terms, Jones Lang LaSalle shall be entitled to a Commission at the time such additional space is leased. One hundred percent (100%) of the Commission shall be payable at the time the option, right of first offer or right of first refusal is exercised for such space. The Commission for any additional space will be set forth in a new agreement signed by the Parties.

If the Lease contains provisions for the Prospective Tenant to renew or extend the Lease upon the expiration of its initial term or extended term through option(s), rights of first offer and/or rights of first refusal and Jones Lang LaSalle is representing the Prospective Tenant in connection with the exercise thereof, or if the Lease contains an option to renew or extend the Lease upon the expiration of its initial term or extended term which specifies all of the material terms thereof and the Prospective Tenant exercises such option(s) on substantially those terms, Jones Lang LaSalle will be entitled to an additional Commission, payable at the time such renewal or extension is exercised. The Commission for any renewal or extension will be calculated on the same basis as the initial Lease term and paid one hundred percent (100%) upon lease execution (i.e., as though the renewal or extension was obtained under an entirely new lease with a term that begins when the renewal or extension begins.). The Commission in such case will be set forth in a new agreement signed by the Parties.

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