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12/16/2015 - STAFF REPORTS - 1.A.
Palm Springs Patients Collective 3836S Starlight Lane Cathedral City, CA 92234 Phone: 714.587.0383; Email: C.Kieley@yahoo.com October 15,2015 To Whom It May Concern, My name is Charles Kieley,I am the president of P.S. Patients Collective.Our organization is honored to have the opportunity to apply for the 6�and final Medical Cannabis License in the great City of Palm Springs. I am excited about this opportunity because I understand and believe in the benefits of medical cannabis,from the vast medical uses to the positive fiscal impact it can bring to our community and its local organizations. I believe that our great city and patients in need would truly benefit from a collective such as the one I would like to operate if given the opportunity.I would create a state of the art facility that focuses on safety and providing quality medications at the lowest cost possible. I believe it is important to carry a wide variety of cannabis products (oils,salves,lotions, drops,patches,edibles,etc) in order to be able to help all patients in need.More importantly, I believe the medicine our patients receive needs to be of the highest quality- tested and known to be free of fertilizer residuals,disease,pests,pathogens,or any other harmful impurities. Beyond providing cannabis and cannabis related products, I would like to offer patients a wide array of services however possible.I intend to transform one of the adjoining suites in order to provide educational seminars,medical consultations,massage therapy, dietitians, acupuncture,drug counselors,etc. In addition,I feel that it is absolutely crucial to give back to my community and local non-profits. My collective intends to have food and clothes drives that will directly benefit our locals. 1 will offer incentives to our patients to bring in food and clothing for these organizations as well as offering incentives to our patients to volunteer their time to local non-profits. I recognize the importance of local people and the organizations they represent. I am very honored to say that I am being supported by many prominent members of our community. Please take a minute to review some of the letters of endorsement I have attached along with my application.They include letters from former city officials,retired law enforcement, doctor,healthcare professional,and very respected people in our community.It is a great honor and privilege to have these people supporting me. In conclusion,I would like to thank the City of Palm Springs along with every city official for this opportunity. I am grateful for your consideration. pectfully, t Charles Kiel ?ALMSp4 'Q CITY OF PALM SPRINGS to Application for MCCC , ,� Medical Cannabis Cooperative or Collective �burto' c4, FORN�P Please submit one original and fifteen copies of this completed Application and all required materials to the Office of the City Clerk, 3200 E. Tahquitz Canyon Way, Palm Springs, California, 92262. The submission deadline is 2:00 PM on Monday, October 19, 2015. Applications will not be considered complete until all submittal requirements are met. GENERAL INFORMATION P.S. PATIENTS COLLECTIVE MCCC Name: Tax ID Number: 47-5324638 California Sellers Permit Number: 102-819129 Projected Days/Hours of Operation: 9am - 7pm, 7 days per week If awarded a permit estimated number of days to begin operations: 60 days Estimated number of qualified patients and/or primary caregivers who will be served: Number of Qualified Patients: 3,000 Number of Primary Caregivers: 1,000 APPLICANT INFORMATION Name and contact information of applicant: Name Email Charles Kieley C.Kieley@>yahoo.com Address City, State, Zip 944 Saint Bimini Circle Palm Springs, CA 92264 Residence Telephone Business Telephone 714-587-0383 Cell Facsimile 714-587-0383 Name and contact information of the on-site, community relations, or staff person or other representative to whom one can provide notice, if there are operating problems associated with the MCCC: Name Email Charles Kieley C.Kieley@yahoo.com Address City, State, Zip 944 Saint Binimi Circle Palm Springs, CA 92264 Residence Telephone Business Telephone 714-587-0383 Cell Facsimile 714-587-0383 Name Email Address City, State, Zip Residence Telephone Business Telephone Cell Facsimile LOCATION AND PROPERTY INFORMATION Please note the site location restrictions contained in Section 93.23.15 of the Palm Springs Zoning Code. Address of the MCCC: 923-925 Crossley Road, Palm Springs, CA 92264 Assessor's Parcel Number: 680-562-001 860-562-002 Zoning: M1 General Plan: Neighborhood/Community Commercial Gross Square Footage of the Proposed Business Space: 2,613 square feet Page 2 CANNABIS OPERATIONS What percentage of the cannabis will be cultivated on site: 25% % What percentage of the cannabis will be cultivated at a permitted MCCC grow facility operated by the MCCC: 75% % If less than 100% of the cannabis will be grown on site, or at a grow facility operated by the MCCC, please provide the name and contact information of the person(s) who will be cultivating the cannabis: Name Email NOT APPLICABLE Address City, State, Zip Telephone Member of MCCC? ❑ YES ❑ NO Name Email Address City, State, Zip Telephone Member of MCCC? ❑ YES ❑ NO Name Email Address City, State, Zip Telephone Membler of MCCC? ❑ NO Name Email Address City, State, Zip Telephone Member of MCCC? ❑ YES ❑ NO Page 3 Will edible cannabis products be provided on site: ® YES ❑ NO Will 100% of edible products be made on site: ❑ YES ® NO If no, or less than 100% of the edible cannabis products will be made on site, please provide the name and contact information of the person(s) who will be the source of the edible products: Name Email Cheeba Chews (rep - Victoria) info@cheebachews.com Address City, State, Zip www.cheebachews.com California Telephone Member of MCCC? 310-498-2072 A YES ❑ NO Name Email Kororva (rep - Andrew) sales@korovaedibles.com Address City, State, Zip www.korovaedibles.com Califorbia Telephone Member of MCCC? 323-412-3602 ?q YES ❑ NO Name Email Punch Edibles (rep - Samantha) Samantha@punchedibles.com Address City, State, Zip www.punchedibles.com California Telephone Member of MCCC? 818-370-1990 YES ❑ NO Name Email Address City, State, Zip Telephone Member of MCCC? ❑ YES ❑ NO Please note if edible cannabis products are provided, a County of Riverside Health permit will be required as a condition of approval and submitted prior to operations. Page 4 Will cannabis lotions or ointments, etc. be provided on site: X YES ❑ NO Will 100% of such products be made on site: ❑ YES K NO If no, or less than 100% of other cannabis products will be made on site, please provide the name and contact information of the person(s) who will be the source of such products: Name Email Positive Healing Address City, State, Zip California Telephone Member of MCCC? 213-458-6306 ® YES ❑ NO Name Email Auntie Delores info@auntiedelores.com Address City, State, Zip California Telephone Member of MCCC? 415-374-3474 ® YES ❑ NO Name Email Mary Jane info@ilovesmj.com Address City, State, Zip www.ilovesmj.com California Telephone Member of MCCC? 323-371-8603 ❑ YES ❑ NO Name Email Address City, State, Zip Telephone Member of MCCC? ❑ YES ❑ NO Page 5 The City Council recently modified the regulations to allow permitted MCCC to provide delivery services. Will delivery service be provided: YES ❑ NO If yes, please describe the extent of the delivery service: It is our intention to provide qualified, registered patients with a free delivery service in the city of Palm Springs. We will provide said services in full compliance with the city's ordinance pertaining to deliveries. We will consult with a security firm upon beginning our delivery operations in order to make sure that the patients, personnel and the citizens are safe. Please describe any other service that will be available at the site: While no other services will be available at the site due to the limited space of the dispensary, we would like to acquire additional suites in our building to provide the following services: education, counseling, medical consultation, dietitian, holistic services,acupuncture, message therapy, and other free services to the patients of our collective. Our landlord has given us approval for additional suites if we are awarded the permit. Page 6 CERTIFICATIONS AND DECLARATIONS Must be signed by Applicant and all Officers/Directors 1. 1 declare under penalty of perjury, under the laws of the State of California, that all statements contained in this application and any accompanying documents is true and correct, with full knowledge that all statements made in this application are subject to investigation and that any false or dishonest answer to any question may be grounds for denial of the application or subsequent revocation of the permit. X/- Charles Kieley 10/15/2015 Signature/P Date CiVV3��2 Courtney Roscoe Rounds 10/15/2015 Signature int Date Signature/Print Date Signature/Print Date 2. 1 expressly authorize the City Manager of the City of Palm Springs to seek verification of the information contained within this application, including but not limited to, a comprehensive review of my background. I understand that this review may include verification of my personal social security number, credit reports, current and previous residences, employment history, education background, civil and criminal history records from any criminal justice agency in any or all federal, state, county jurisdictions, driving records, birth records, and any other public records. Charles Kieley 10/15/2015 Signature/ int Date Courtney Roscoe Rounds 10/15/2015 ignature/P ' t Date Signature/Print Date Signature/Print Date Page 7 3. 1 have received, read, reviewed, and understand all of the requirements of the City of Palm Springs regarding the operation and management of medical cannabis cooperatives or collective in the City, including without limitation the provisions of Chapters 3.35 and 5.35 and Section 93.23.15 of the Palm Springs Municipal Code, and I acknowledge that I am required to fully comply with these provisions. I also acknowledge that ability to comply with any of these requirements may subject me to administrative fines, criminal sanctions, and other penalties as provided in the Palm Springs Municipal Code, including suspension or termination of my permit to operate a medi cal cannabis cooperative or collective in the City. IL/� Charles Kieley 10/15/2015 Signature/Print Date Courtney Roscoe Rounds 10/15/2015 Signature/Print Date Signature/Print Date Signature/Print Date All applications must include a deposit of $7,500 toward the cost of the City's review of the application. In the event this amount is insufficient to cover the City's costs, the applicant will be required to post additional funds to cover City costs. Make checks payable to the "CITY OF PALM SPRINGS." Page 8 ATTACHMENT 1 PROPERTY OWNERSHIP AND DOCUMENTS Is the Property owned by the MCCC Applicant: ❑ YES NO Property Owner Name and Contact Information: Name Email Carolyn Noia (NOIA Investments) Carolyn@noiainc.com Address City, State, Zip PO Box 4490 Palm Springs, CA 92263 Residence Telephone Business Telephone 760-641-8220 760-320-5737 Cell Facsimile 760-641-8220 760-320-5739 Is the MCCC in a multi-tenant building: YES ❑ NO If yes please list other businesses in the building: Business Name Business Type La Perlita Restaurant DA Computers Service/Repair Select Staffing Service NV Nails Beauty Salon Insert behind the Attachment 1 Cover Sheet either: ❑ Evidence of property ownership by the MCCC applicant. Current Lease Agreement and notarized acknowledgement from the owner of the property that approves an MCCC will be operated on his/her property. Page 9 Noia Building LP NOIA PROFESSIONAL BUILDING 901 - 933 Crossley Road, Palm Springs, Calffomia 92264 - Mailing Address: PO Box 4490, Palm Springs, CA. 92263 Telephone: (760) 320-5737 Facsimile: (760) 320-5739 Email carolyn(o)noiainc.com Web Site: www.noiainc.com October 7, 2015 I Carolyn Noia,landlord of the Noia Building L.P.,has entered in to a lease agreement with Charlie Kieley and PS Patients Collective Inc. They will utilizing the Noia Building L.P. units 923 and 925 Crossley Road, Palm Springs, CA. 92264. This acknowledgment is contingent upon approval and licensing of such use by the City of Palm springs no later than December 1, 2015. f Carolyn Noia Owner/Manager CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness, accuracy, or validity of that document. State of California ) County of Riverside ) On 4/0-6-7-20/S before me, Angel Mendez , Notary Public Date n Tere Insert Name and Title of the Officer personally appeared ` � 6• /vj/4 Name(() of Signer(af who proved to me on the basis of satisfactory evidence to be the person(?) whose name(31 is/are subscribed to the within instrument and acknowledged to me that be/sheAh" executed the same in -kis/her/Oiei uthorized capacity(ie#, and that bykrs/her/tkeir signature,(s)on the instrument the persona, or the entity upon behalf of which the persor}(a) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph ANGEL MENDEZ is true and correct. Commission #2028913 WITNESS m hand and official seal. a Notary Public-California z y z Riverside County My Comm.Expires Jun 14,2017 Signat re l S?nature of NcVary Publi Place NotaryAbove Seal bo e OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: L�E✓L Document Date: 40-7 Number of Pages: Signers) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limited ❑General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Attorney in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian or Conservator ❑ Other: ❑ Other: Signer Is Representing: Signer Is Representing: ©2014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item #5907 A � AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS 1. Basic Provisions("Basic Provisions"). 1.1 Parties:This Lease("Lease"),dated for reference purposes only OC'1'U6ER i, 2 J 1 is made byand between NCl 11 ;,DIN(- L.P. , 9 (l[}.LLFORN CA llli. fEC L-,PNr;HY'HiP ("Lessor") and i i P 1;Lc:Y AF.0 L'F. I !kT 1,.I9'S "U111E(-pjV1l iNC, <L i1iLIFURCJIl1 J,0 R 11C�Rr':'1'L ON ("Lessee"),(collectively the"Parties", or individually a"Party"). 1.2(a) Premises: That certain portion of the Project(as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of D: s h N I, 51_ ( } I `;I,J• Y � qI_ located in the City of FA� M , ^k;s ,County of <1';;-7<I L I IF State of L 1- ?',1 n ,with zip code cJ r 9 ,as outlined on Exhibit A_ attached hereto("Premises")and generally described as(describe briefly the nature of the Premises): uu y,I N'i C R<)JNj L I,�V t,1. '„N r ri _ ri N=>q AP1'kOx_ iv.4 I,h:Y... � � P,. �iiN1+.N.�1,1 ON , 1 1'HP l "WG IIN I TS', t. In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utility raceways of the building containing the Premises ("Building")and to the Common Areas (as defined in Paragraph 2.7 below), but shall not have any rights to the roof, or exterior walls of the Building or to any other buildings in the Project. The Premises,the Building,the Common Areas,the land upon which they are located,along with all other buildings and improvements thereon,are herein collectively referred to as the"Project" (See also Paragraph 2) 1.2(b) Parking: I C I 1 HT'I , i„ r i)S i UM^R'J i)NJ,Y unreserved vehicle parking spaces. (See also Paragraph 2.6) 1.3 Term: S Q L "II_ years and I_.1tu months("Original Term")commencing 0P FMEER 1, 2q1 ("Commencement Date")and ending N-,'IV F MF h 3 I, ',I 'n ("Expiration Date")- (See also Paragraph 3) 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing N,.A - - ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $ 4, u u(i, u o per month("Base Rent"),payable on the 1 1 1' ( Rt1' I j day of each month commencing c LM---,p k 1 , L:J L _. _ _- - .(See also Paragraph 4) H If this box is checked,there are provisions in this Lease for the Base Rent to be adjusted.See Paragraph ':;1 1.6 Lessee's Share of Common Area Operating Expenses:_ N i A percent( N/A %)("Lessee's Share"). In the event that the size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification. 1.7 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent:$ -1, 0 J 0.0 0 for the period N/A (b) Common Area Operating Expenses: $ __ N/A for the period N, (c) Security Deposit:$ 4 01 U. J�� _. ("Security Deposit"). (See also Paragraph 5) (d) Other:$ N/v for N/A (e) Total Due Upon Execution of this Lease:$n, J ix I o 0 1.8 Agreed Use e+t11�._, ylgc ie1, SYuRL .v'vl) Mik1Kt JOANA k'11111 VAT I.,V FE1 1L1"fY I7NIrl.l C .1'Y N � U1�'1O,I 1'.iR 1-11 � ��;L:. (See also Paragraph 6) 1.9 Insuring Party. Lessor is the"Insuring Party". (See also Paragraph 8) 1.10 Real Estate Brokers: (See also Paragraph 15 and 26) (a)Representation: The following real estate brokers(the"Brokers")and brokerage relationships exist in this transaction(check applicable boxes): ❑ - - - N/'L represents Lessor exclusively("Lessor's Broker"); - - % A - _ represents Lessee exclusively("Lessee's Broker");or �� -- - NA _ represents both Lessor and Lessee("Dual Agency"). (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers for the brokerage services rendered by the Brokers the fee agreed to in the attached separate written agreement or if no such agreement is attached, the sum of .;p,- _ or _ rd/'e % of the total Base Rent payable for the Original Term, the sum of N/B. or N/A of the total Base Rent payable during any period of time that the Lessee occupies the Premises subsequent to the Original Term, and/or the sum of H/!� or __N/i, % of the purchase price in the event that the Lessee or anyone affiliated with Lessee acquires from Lessor any rights tothe Premises. 1.11 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by _ N//', .__.._("Guarantor"). (See also Paragraph 37) 1.12 Attachments. Attached hereto are the following,all of which constitute a part of this Lease: LA an Addendum consisting of Paragraphs - through FA a site plan depicting the Premises; 1/ PAGE t OF 17 INITIALS INITIALS @19N-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09/12E ❑ a site plan depicting the Project; L� a current set of the Rules and Regulations for the Project; C7 a current set of the Rules and Regulations adopted by the owners'association; ❑ a Work Letter; N7 other (specify):;,,)i�1 II P9ti: N'I ,N. SL U i IUN P ''Y'I'ENt' 2. Promises. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms,covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison,the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE:Lessee is advised to verify the actual size prior to executing this Lease. 2.2 Condition. Lessor shall deliver that portion of the Premises contained within the Building ("Unit")to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b)below are obtained by Lessee and in effect within thirty days following the Start Date,warrants that the existing electrical, plumbing,fire sprinkler, lighting, heating, ventilating and air conditioning systems("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Unit,other than those constructed by Lessee,shall be in good operating condition on said date,that the structural elements of the roof,bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with such warranty exists as of the Start Date,or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such noncompliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense(except for the repairs to the fire sprinkler systems,roof,foundations,and/or bearing walls-see Paragraph 7). 2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement,or portion thereof,was constructed, and also with all applicable laws, covenants or restrictions of record,regulations,and ordinances in effect on the Start Dale("Applicable Requirements'), Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use(see Paragraph 49),or to any Alterations or Utility Installations(as defined in Paragraph 7.3(a))made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning are appropriate for Lessee's intended use,and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessofs expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit,Premises and/or Building,the remediation of any Hazardous Substance,or the reinforcement or other physical modification of the Unit, Premises and/or Building("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however,that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months'Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months'Base Rent. If Lessee elects termination,Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the spec and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications),then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due,an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessofs termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessofs share,or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event. Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or(ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a)it has been given an opportunity to inspect and measure the Premises, (b)it has been advised by Lessor and/or Brokers to satisfy Itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d)it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (a)the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessofs agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and(ii) it is Lessofs sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. en— PAGE 2 OF 17 L i/ INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTGA3-091112E 2.5 Lessee as Prior OwneNOccupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 2.6 Vehicle Parking. Lessee shall be entitled to use the number of Parking Spaces specified in Paragraph 1.2(b)on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks,herein called"Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition: (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees,suppliers,shippers, customers,contractors or invitees to be loaded, unloaded,or parked in areas other than those designated by Lessor for such activities. (b) Lessee shall not service or store any vehicles in the Common Areas. (c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6,then Lessor shall have the right,without notice, in addition to such other rights and remedies that it may have,to remove or tow away the vehicle involved and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.7 Common Areas-Definition. The term"Common Areas"is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas- Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent,which consent may be revoked at any time. In the event that any unauthorized storage shall occur, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee,which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas-Rules and Regulations. Lessor or such other person(s)as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations")for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations,and shall use its best efforts to cause its employees,suppliers,shippers,customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project. 2.10 Common Areas-Changes. Lessor shall have the right, in Lessor's sole discretion,from time to time: (a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways,entrances,parking spaces,parking areas,loading and unloading areas,ingress,egress,direction of traffic, landscaped areas,walkways and utility raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add additional buildings and improvements to the Common Areas; (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof;and (0 To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may,in the exercise of sound business judgment,deem to be appropriate. 3. Term. 3.1 Term. The Commencement Date,Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. if Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises)shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If,despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor,nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not,however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof,but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises Is not delivered within 120 days after the Commencement Date,this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Losses complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of insurance. Further, If Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4. Rent. 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent("Rent"). / `' PAGE 3 OF 17 ✓ INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09112E 4.2 Common Area Operating Expenses". Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share (as specified in Paragraph 1.6)of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease,in accordance with the following provisions: (a) The following costs relating to the ownership and operation of the Project are defined as"Common Area Operating Expenses": 0) Costs relating to the operation, repair and maintenance, in neat,clean,good order and condition,but not the replacement (see subparagraph(a)),of the following: (me) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates,elevators,roofs,exterior walls of the buildings,building systems and roof drainage systems. (bb) Exterior signs and any tenant directories. (cc) Any fire sprinkler systems. (dd) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant. (ii) The cost of water,gas,electricity and telephone to service the Common Areas and any utilities not separately metered. The cost of trash disposal, pest control services,property management, security services, owner's association dues and fees,the cost to repaint the exterior of any structures and the cost of any environmental inspections. (iv) Reserves set aside for maintenance and repair of Common Areas and Common Area equipment. (v) Any increase above the Base Real Property Taxes(as defined in Paragraph 10). (vi) Any"Insurance Cost Increase"(as defined in Paragraph 8). (vii) Any deductible portion of an insured loss concerning the Building or the Common Areas. (viii) Auditors', accountants' and attomeys' fees and costs related to the operation, maintenance, repair and replacement of the Project. (ix) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of Ill 44th of the cost of such capital improvement in any given month. (x) The cost of any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense. (b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit,the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof,shall be equitably allocated by Lessor to all buildings in the Project. (c) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services,or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d) Lessee's Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Lessors estimate of the annual Common Area Operating Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit the amount of such over-payment against Lessee's future payments. If Lessee's payments during such year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement. (e) Common Area Operating Expenses shall not include the cost of replacing equipment or capital components such as the roof, foundations, exterior walls or Common Area capital improvements, such as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5 years or more. (f) Common Area Operating Expenses shall not include any expenses paid by any tenant directly to third parties,or as to which Lessor is otherwise reimbursed by any third party,other tenant,or insurance proceeds. 4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction(except as specifically permitted in this Lease),on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any statement or invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessors rights to the balance of such Rent, regardless of Lessors endorsement of any check so stating. In the event that any check,draft,or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of$25 in addition to any Late Charge and Lessor,at its option, may require all future Rent be paid by cashiers check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs. 5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful performance of is obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use,apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount of the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessors reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessors reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust,to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. ' PAGE 4 OF 17 INITIALS INITIALS-" Of 998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09/12E 6. Use. 6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties.Other than guide,signal and seeing eye dogs,Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Project. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same,which notice shall include an explanation of Lessor's objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term"Hazardous Substance"as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (1)potentially injurious to the public health, safety or welfare, the environment or the Premises, (6) regulated or monitored by any governmental authority,or(iii)a basis far potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i)the installation or use of any above or below ground storage tank, (ii)the generation, possession, storage, use,transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with,any governmental authority, and/or(iii)the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself,the public,the Premises and/or the environment against damage,contamination,injury and/or liability, including, but not limited to, the installation(and removal on or before Lease expiration or termination)of protective modifications(such as concrete encasements)and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows,or has reasonable cause to believe,that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense,comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of,and for the maintenance,security and/or monitoring of the Premises or neighboring properties,that was caused or materially contributed to by Lessee,or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee,or any third party. (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities,judgments, claims, expenses, penalties, and attorneys' and consultants'fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (a) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations,as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee taking possession, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph 7.3(a) below)of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessors agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition(see Paragraph 9.1(a))occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d)and Paragraph 13), Lessor may,at Lessor's option,either(i)investigate and remediate such Hazardous Substance Condition,if required,as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or(A)if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or$100,000,whichever is greater,give written notice to Lessee,within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessors desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or$100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event,this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance_ thereof within the time provided,this Lease shall terminate as of the date specified in Lessors notice of termination. 6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire oly� `� " v PAGE 5 OF 17 � INITIALS INITIALS @1998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09112E insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessors written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved)of any threatened or actual claim,notice,citation,warning,complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.Likewise, Lessee shall immediately give written notice to Lessor of:(i)any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or(ii)any mustiness or other odors that might indicate the presence of mold in the Premises. 6.4 Inspection; Compliance. Lessor and Lessors "Lender" (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency,and otherwise at reasonable times after reasonable notice,for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets(MSDS)to Lessor within 10 days of the receipt of written request therefor. 7. Maintenance;Repairs;Utility Installations;Trade Fixtures and Afteretions. 7.1 Lessee's Obllgations. (a)In General. Subject to the provisions of Paragraph 2.2(Condition),2.3(Compliance),6.3(Lessee's Compliance with Applicable Requirements), 7.2 (Lessors Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, Floors,windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order,condition and repair,shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order,condition and state of repair. (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i)HVAC equipment,(ii)boiler and pressure vessels, and(iii)clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand,for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days'prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf,and put the Premises in good order,condition and repair,and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. (d)Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay,each month during the remainder of the term of this Lease, on the date on which Base Rent is due,an amount equal to the product of multiplying the cost of such replacement by a fraction,the numerator of which is one,and the denominator of which is 144(le. 11144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 7.2 Lessors Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2(Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations;Trade Fixtures;Alterations. (a) Definitions. The term "Utility Installations" refers to all Boor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term"Trade Fixtures"shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The tern "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b)Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessors prior written consent. Lessee may,however,make non-structural Alterations or Utility Installations to the interior of the Premises(excluding the roof)without such consent but upon notice to Lessor,as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing,Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i)acquiring all applicable governmental permits, (h)furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (III) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 1115 � 5{0'(%of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. `� ' PAGE 6 OF 17 �(�C_ _V/ INITIALS INITIALS—" 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-M12E (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall,at its sole expense defend and protect itself,Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150%of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessors attorneys'fees and casts. 7.4 Ownership;Removal;Surrender•,and Restoration. (a)Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee,but considered a part of the Premises. Lessor may,at any time,elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b)hereof,all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not eadier than 90 and not later than 30 days prior to the end of the term of this Lease,Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. (c)Surrender;Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date,with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear' shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee,or any third party(except Hazardous Substances which were deposited via underground migration from areas outside of the Premises)even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee.Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire.The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance;Indemnity. 8.1 Payment of Premium Increases. (a) As used herein, the term "Insurance Cost Increase" is defined as any increase in the actual cost of the insurance applicable to the Building and/or the Project and required to be carried by Lessor, pursuant to Paragraphs 8.2(b),8.3(a)and 8.3(b), over and above the Base Premium, as hereinafter defined,calculated on an annual basis. Insurance Cost Increase shall include, but not be limited to, requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuation of the Premises, Building and/or Project, and/or a general premium rate increase. The term Insurance Cost Increase shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building. The "Base Premium" shall be the annual premium applicable to the 12 month period immediately preceding the Start Date. If, however,the Project was not insured for the entirety of such 12 month period, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the Start Date, assuming the most nominal use possible of the Building. In no event, however,shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b). (b) Lessee shall pay any Insurance Cost Increase to Lessor pursuant to Paragraph 4.2. Premiums for policy periods commencing prior to,or extending beyond,the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date. 8.2 Liability Insurance. (a)Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than$1,000,000 per occurrence with an annual aggregate of not less than$2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's"Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an"insured contract"for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(ies)which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor,whose insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to,and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. 8.3 Property Insurance-Building,Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises,as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deducible clause,the deductible amount shall not exceed$5,000 per occurrence. (b)Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value insu_r�"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be J//JLIL�g6,._ �PAGE 7 OF 17 4 / INITIALS INITIALS V ©1998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTO-13-09112E ', adjusted annually to reflect the projected Rent otherwise payable by Lessee,for the next 12 month period. (c)Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts,omissions,use or occupancy of the Premises. (d)Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. 8.4 Lessee's Property;Business Interruption Insurance;Worker's Compensation Insurance. (a)Properly Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property,Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. (c)Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation'endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (d)No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property,business operations or obligations under this Lease. 8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a"General Policyholders Rating" of at least A-, VII, as set forth in the most current issue of"Best's Insurance Guide", or such other ratio as may be required b a Lender. 9 YY Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, fumish Lessor with evidence of renewals or"insurance binders"evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease,whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it,the other Party may,but shall not be required to,procure and maintain the same. 8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee,as the case may be,so long as the insurance is not invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect,defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders,from and against any and all claims, loss of rents and/or damages,liens,judgments,penalties,attorneys'and consultants'fees,expenses and/or liabilities arising out of, involving,or in connection with,the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees,contractors,invitees, customers,or any other person in or about the Premises,whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause,whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the provisions of any other lease in the Project, or(iii)injury to Lessee's business or for any loss of income or profit therefrom. Instead,it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain.Accordingly,for any month or portion thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased,without any requirement for notice to Lessee,by an amount equal to 10%of the then existing Base Rent or$100,whichever is greater.The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/oosts that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance,prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations,which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows,doors,and/or other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7.1. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures,which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c)"Insured Loss"shall mean damage or destruction to improvements on the Premises,other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. (d)"Replacement Cost"shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence / &— PAGE 8 OF 17 ✓ INITIALS INITIALS ©1998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09/12E to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements,and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by,a Hazardous Substance,in,on,or under the Premises which requires restoration. 9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors expense, repair such damage(but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations)as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair,the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same,or adequate assurance thereof,within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (i)make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect,or(n)have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee tore air any y such damage or destruction. Premises Partial Damage due to Flood or h g earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessors expense, in which event this Lease shall continue in full force and effect, or(ii)terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment,this Lease shall terminate as of the date specified in the termination notice. 9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessors damages from Lessee,except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent,whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises,then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of(i)the date which is 10 days after Lessee's receipt of Lessors written notice purporting to terminate this Lease,or(ii) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lassoes commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent;Lessee's Remedies. (a)Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease,the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage,destruction,remediation,repair or restoration except as provided herein. (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may,at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence"shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises,whichever first occurs. 9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rem and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been,or is not then required to be,used by Lessor. 10. Real Property Taxes, 10.1 Definitions. (a) "Real Property Taxes." As used herein, the term "Real Property Taxes"shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessors right to other income therefrom, and/or Lessors business of leasing,by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term"Real Property Taxes"shall also include any tax,fee, levy, assessment or charge,or any increase therein: (i)imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereon,and/or(m)levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. (b) "Base Real Property Taxes." As used herein,the term"Base Real Property Taxes" shall be the amount of Real Property Taxes, which are assessed against the Premises, Building, Project or Common Areas in the calendar year during which the Lease is executed. In calculating Real Property Taxes for any calendar year,the Real Property Taxes for any real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. v' — PAGE 9 OF 17 �(— ✓ INITIALS INITIALS ©1998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13.)9112E 10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2. 10.3 Additional Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by additional improvements placed upon the Project by other tenants or by Lessor for the exclusive enjoyment of such other Tenants. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2,the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed,such proportion to be determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessors reasonable determination thereof, in good faith,shall be conclusive. 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Aheratons and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water,electricity or other commonly metered utilities,or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase in the number of times per month that it is emptied,then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage,interruption or discontinuance of any utility or service due to riot,strike,labor dispute, breakdown,accident,repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment')or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessors prior written consent. (b)Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange,a change in the control of Lessee shall constitute an assignment requiring consent. The transfer,on a cumulative basis,of 25%or more of the voting control of Lessee shall constitute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most recent assignment to which Lessor has consented,or as it exists immediately prior to said transaction or transactions constituting such reduction,whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee"shall mean the net worth of Lessee(excluding any guarantors)established under generally accepted accounting principles. (d)An assignment or subletting without consent shall,at Lassoes option,be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i)terminate this Lease,or(ii)upon 30 days written notice,increase the monthly Base Rent to 110%of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i)the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110%of the scheduled adjusted rent. (a)Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, is. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a)Regardless of Lessors consent, no assignment or subletting shall : (i) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (h) release Lessee of any obligations hereunder, or(m) after the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessors right to exercise its remedies for Lessee's Default or Breach. (c)Lessors consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessors remedies against any other person or entity responsible therefor to Lessor,or any security held by Lessor. (a) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor's determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modification of the Premises, it any, together with a fee of $500 as consideration for Lassoes considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested.(See also Paragraph 36) (0 Any assignee of,or sublessee under,this Lease shall, by reason of accepting such assignment,entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term,covenant,condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease,other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessors consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) PAGE 10 OF 17f,/// INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09/12E 12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee,Lessor may, at its option, require sublessee to attom to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c)Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d)No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (a)Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. Default;Breach;Remedies. 13.1 Default; Breach. A "Default' is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A"Breach"is defined as the occurrence of one or more of the following Defaults,and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security,or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof,or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party,when due, to provide reasonable evidence of insurance or surety bond,or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS,INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance,and/or an illegal activity on the Premises by Lessee,where such actions continue for a period of 3 business days following written notice to Lessee. (d) The failure by Lessee to provide (i) reasonable written evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii)the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material data safety sheets(MSDS), or(ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (a) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a),(b),(c)or(d),above,where such Default continues for a period of 30 days after written notice; provided, however,that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure,then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (i)the making of any general arrangement or assignment for the benefit of creditors; (ti)becoming a"debtor"as defined in 11 U.S.C. § 101 or any successor statute thereto(unless, in the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii)the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where possession is not restored to Lessee within 30 days;or(iv)the attachment,execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease,where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect,and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false- (h) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty,or(v)a Guarantor's breach of its guaranty obligation on an anticipatory basis,and Lessee's failure,within 60 days following written notice of any such event,to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations,within 10 days after written notice(or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies,or governmental licenses,permits or approvals. Lessee shall pay to Lessor an amount equal to 115%of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand,and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i)the unpaid Rent which had been earned at the time of termination; (ii)the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii)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 the Lessee proves could be reasonably avoided;and(iv)any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of misting, including necessary renovation and alteration of the Premises, V l G PAGE 11 OF 17 1(— i/ INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09112E reasonable attorneys'fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired tens of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessors right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein,or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessors interests,shall not constitute a termination of the Lessee's right to possession. (c)Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as"Inducement Provisions",shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms,covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause lessor to incur costs not contemplated by this Lease,the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to,processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, it any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10%of each such overdue amount or$100,whichever is greater.The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary,Base Rent shall, at Lessors option,become due and payable quarterly in advance. 13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments(such as Base Rent)or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest("Interest")charged shall be computed at the rate of 10%per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a)Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed;provided, however,that if the nature of Lessors obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however,that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. 14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively"Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes tide or possession,whichever first occurs. If more than 10%of the floor area of the Unit, or more than 25%of the parking spaces is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice,within 10 days after the condemning authority shall have taken possession)terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing,this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold,the value of the part taken, or for severance damages; provided, however,that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures,without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph.All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. is. Brokerage Fees, 15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.10 above,and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b)if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project,(c)I Lessee remains in possession of the Premises,with the consent of Lessor, after the expiration of this Lease, or(d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein,then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in effect at the time the Lease was executed. 15.2 Assumption of Obligations. Any buyer or transferee of Lessors interest in this Lease shall be deemed to have assumed Lessors o gation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15,22 and 31. If Lessor fails to pay to Brokers any PAGE 12 OF 17 \� INITIALS INITIALS 91990-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09112E amounts due as and for brokerage fees pertaining to this Lease when due,then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice,Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed. 15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person,firm,broker or finder(other than the Brokers,if any)in connection with this Lease,and that no one other than said named Brokers is entitled to any commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs,expenses,attomeys'fees reasonably incurred with respect thereto. 16. Estoppel Certificates. (a) Each Party (as"Responding Party") shall within 10 days after written notice from the other Party (the"Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current"Estoppel Certificate"form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii)there are no uncured defaults in the Requesting Party's performance,and(III)if Lessor is the Requesting Party,not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate,and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10%of the then existing Base Rent or$100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/oosts that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c)If Lessor desires to finance, refinance, or sell the Premises, or any part thereof,Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein setforth. 17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises,or, if this is a sublease,of the Lessee's interest in the prior lease. In the event of a transfer of Lassoes title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19. Days. Unless otherwise specifically indicated to the contrary,the word"days"as used in this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members,directors, officers or shareholders, and Lessee shall look to the Premises,and to no other assets of Lessor,for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members,directors,officers or shareholders,or any of their personal assets for such satisfaction. 21, Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is retying solely upon, its own investigation as to the nature,quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier)or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission,and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice,except that upon Lessee's taking possession of the Premises,the Premises shall constitute Lessee's address far notice. A copy of all notices to Lessor shall be concurrently transmitted to such parry or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt(confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term,covenant or condition hereof by Lessee,shall be deemed a waiver of any other tern, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessors consent to,or approval of,any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to,or approval of,any M or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiiring such PAGE 13 OF 17 "\L INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09/12E consent. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction,a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction,as follows: (i) Lessor's Agent. A Lassoes agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent has the following affirmative obligations: To the Lessor A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor. a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even 9 by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor. a. Diligent exercise of reasonable skills and care in performance of the agent's duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Both Lessor and Lessee. A real estate agent,either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs(i) or(ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered.The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired,consult a competent professional. (b) Brokers have no responsibility with respect to any defau8 or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability(including court costs and attorneys'fees),of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however,that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identify to Brokers as"Confidential"any communication or information given Brokers that is considered by such Party to be confidential. 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over,then the Base Rent shall be increased to 150%of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties,but rather according to its fair meaning as a whole,as if both Parties had prepared it. 29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties,their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. 30. subordination;Attomment;Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease,mortgage, deed of trust,or other hypothecation or security device(collectively, "Security Device"), now or hereafter placed upon the Premises,to any and all advances made on the security thereof,and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as"Lender')shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. 30.2 Attomment. In the event that Lessor transfers title to the Premises,or the Premises are acquired by another upon the foreclosure or termination of a Security Devise to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attom to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease,with such new owner for the remainder of the term hereof, or,at the election of the new owner,this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a)be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b)be subject to any offsets or defenses which Lessee might have against any prior lessor, (c)be bound by prepayment of more than one month's rent, or(d)be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises,and this Lease,including any options to extend the jterm hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further,(within 60 PAGE 14 OF 17 `L ♦/ INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13.09112E days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Nan-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement. 30.4 Self-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however,that, upon written request from Lessor or a Lender in connection with a sale,financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein. 31, Attorneys'Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity,or to declare rights hereunder,the Prevailing Party(as hereafter defined)in any such proceeding,action,or appeal thereon,shall be entitled to reasonable attorneys'fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement,judgment, or the abandonment by the other Party or Broker of its claim or defense. The attomeys'fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys'fees reasonably incurred. In addition, Lessor shall be entitled to attorneys'fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connection therewith,whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach($200 is a reasonable minimum per occurrence for such services and consultation). 32. Lessor's Access;Showing Premises; Repairs. Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary"For Sale"signs at any time and ordinary"For Lease"signs during the last 6 months of the term hereof. Except for ordinary"For Sublease"signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior written consent.All signs must comply with all Applicable Requirements. 35. Termination;Merger. Unless specifically stated otherwise in writing by Lessor,the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee,shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. Except as otherwise provided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable Costs and expenses(including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination,the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request. 37. Guarantor. 37.1 Execution. The Guarantors,d any,shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association,. 37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a)evidence of the execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate,or(d)written confirmation that the guaranty is still in effect. 38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease,Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39. Options. If Lessee is granted any option,as defined below,then the following provisions shall apply. 39.1 Definition. "Option"shall mean: (a)the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b)the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c)the right to purchase,the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee,and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor,with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a)Lessee shall have no right to exercise an Option: (i)during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii)during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease,or(iv)in the event that Lessee has been given 3 or more notices of separate Default,whether or not the Defaults are cured,during the 12 month period immediately preceding the exercise of the Option. (b)The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a), (c)An Option shall terminate and be of no further force or effect,notwithstanding Lessee's due and timely exercise of the Option,if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 d s after such Rent becomes due(without any necessity of Lessor to give notice thereof),or(ii) if Lessee commits a Breach of this Lease. / PAGE 15 OF 17 INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13.09112E 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures,and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee,its agents and invitees and their property from the acts of third parties. 41. Reservations. Lessor reserves the right: (i)to grant,without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii)to cause the recordation of parcel maps and restrictions, and(III)to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof,the Party against whom the obligation to pay the money is asserted shall have the right to make payment"under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest"within 6 months shall be deemed to have waived its right to protest such payment. 43. Authority.;Multiple Parties;Execution. (a)If either Party hereto is a corporation,trust,limited liability company, partnership,or similar entity,each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall,within 30 days after request,deliver to the Other Party satisfactory evidence of such authority. (b)If this Lease is executed by more than one person or entity as"Lessee", each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees,and Lessor may rely on the same as if all of the named Lessees had executed such document. (c)This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 46. Amendments. This Lease may be modified only in wining, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder,Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 48. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ❑ is M is not attached to this Lease. 49. Americans with Disabilities Act. Since compliance with the Americans with Disabilities Act(ADA)is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. LESSOR AND LESSEE RAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT,AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT,OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA,CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. PAGE 16 OF 17 �/ INITIALS INITIALS 01998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09112E The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at: : i!11, 'PR I N , i 1'_I I I )kN I Executed ` Y1,h On: By LESSOR: By LESSEE: H 1,; HU11),NG L. P. CA ,1N; ! U Y51„ N .k::II-[I:' CHARLIE Ki E 1 I,!: INVf.:. MI:N':': NC._ (;J'Ni NL. 4P.RiN1 -i. _. 'H' iC:NT_ (Y7LlF:C' IVr: IN: Y Name Printed: I 'N N -i Name Panted CtL' �-Kl ,k y Tine 1 1 'I' - 1 DI VC wJ N'l Title: By: . - _ .. _ - --- -_ - __ By. Name Printed: _ Name I�nted: P: 1 _PI (:I r,FC IV ,: IN( _. Title: _ - _-. _... _ .. . Title: (e, 1�_�11 T-C 'S�rf— Address - - - Address: _ b -_ I hT LG/!C _.- fiEdiu � G4 y CA gZ23 Telephone:('r v,, >. u --- - _ Telephone:(IN) �31___ 393Facsi - yr mile ' n --.- _._. nCEmail Emel _\IQhoQrCG� Email: Federal ID No. t ; I1)_? 0 ) Federal ID No. BROKER: BROKER: Att: Att: Title: .. . ._ Title _ .. - _._ . Address: Address Telephone:( ) Telephone:( ) Facsimile:( Facsimile:( ) Email: Email: Federal ID No. _ _ _ Federal ID No. Broker/Agent ORE License#: Broker/Agent DIRE License #: NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No.(213)687-8777. Fax No.:(213)687-8616. (c)Copyright 1998 By AIR Commercial Real Estate Association. All rights reserved. No part of these works may be reproduced In any form without permission in writing. L PAGE 17 OF 17 � ✓� INITIALS INITIALS @1998-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-13-09h2E RENT ADJUSTMENT(S) STANDARD LEASE ADDENDUM Dated By and Between (Lessor) �'' 11 R1) 1 1 1,I Nr r . P. A. ci�_ r1ruxN rn fA M u eL. (Lessee) CH Z�L h . i:L_'Y AN L'S LAr L,NP5 ail i 1. P1 Vh 1N�_,-. P. CA1.11' ikN'_i`L 1.t Fl`.11ON Address of Premises: (IN 11S y _ ; ACllI C kO, ;slkZ ( rt h'C FAI I Paragraph ". A. RENT ADJUSTMENTS: The monthly rent for each month of the adjustment period(s)specified below shall be increased using the method(s)indicated below: (Check Method(s)to be Used and Fill in Appropriately) ❑ I. Cost of Living Adjustment(s)(COLA) a. On(Fill in COLA Dates): the Base Rent shall be adjusted by the change, it any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for(select one):❑ CPI W(Urban Wage Earners and Clerical Workers) or 1.1 CPI U(All Urban Consumers), for(Fill in Urban Area): All Items (1982-1984=100), herein referred to as"CPI". b. The monthly rent payable in accordance with paragraph A.I.a.of this Addendum shall be calculated as follows:the Base Rent set forth in paragraph 1.5 of the attached Lease,shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to(select one): the 1..1 first month of the tens of this Lease as set forth in paragraph 1.3("Base Month")or ❑ (Fill in Other "Base Month"): . The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any such new monthly rent be less than the rent payable for the month immediately preceding the rent adjustment. c. In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued,then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index,then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties. ❑ II. Market Rental Value Adjustment(s)(MRV) a. On(Fill in MRV Adjustment Date(s): the Base Rent shall be adjusted to the"Market Rental Value"of the property as follows: 1) Four months prior to each Market Rental Value Adjustment Date described above,the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached within thirty days,then: (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties,or (b) Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination,in writing,to arbitration in accordance with the following provisions: (i)Within 15 days thereafter, Lessor and Lessee shall each select an ❑ appraiser or ❑ broker("Consultant"- check one)of their choice to act as an arbitrator.The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator. (ii)The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor's or Lessee's submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties.The submitted MRV which is determined to be the cosest to the actual MRV shall thereafter be used by the Parties. (iii)If either of the Parties fails to appoint an arbitrator within the specified 15 days,the arbitrator timely appointed by PAGE 1 OF 2 C, / INITIALS INITIALS JJJJJ 02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RA-3-8/OOE one of them shall reach a decision on his or her own,and said decision shall be binding on the Parties. (iv)The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected, i.e.,the one that is NOT the closest to the actual MRV. 2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent adjustment. b. Upon the establishment of each New Market Rental Value: 1)the new MRV will become the new"Base Rent"for the purpose of calculating any further Adjustments,and 2) the first month of each Market Rental Value term shall become the new 'Base Month' for the purpose of calculating any further Adjustments. 11 III. Fixed Rental Adjustment(s)(FRA) The Base Rent shall be increased to the following amounts on the dates set forth below: On(Fill in FRA Adjustment Date(s)): The New Base Rent shall be: <.FV LO1!S YF 1R N1l61? RI N" F'L _ _ c L1) YF 11 L9[,SC 11N PI.. S� �!� 'h l•YSh:L'_ 1 , �l, . d �kz'l [�; '�'. YP.P t, .B/�L- T.IN1, I k 1 01 `; YEAR B/V;E L .,f B. NOTICE: Unless specified otherwise herein, notice of any such adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease. C. BROKER'S FEE: The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable,paragraph 9 of the Sublease. NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street,Suite 800,Los Angeles, CA 90017. Telephone No.(213)687-8777. Fax No.:(213)687-8616. PAGE 2 OF 2 INITIALS INITIALS , 02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RA-3-8100E a OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated ocrum:x ,, col ': By and Between (Lessor) 'ctr, BUti,C,' ! N ; N ('ALIl'URN1 ,Lire, ii.o cARl � Nr� •.xm By and Between (Lessee) K.�kI L1 e t, i El l AND P.: PA" EN " col vlr. INl'. r Al -rC t '1N Col r'r..tP.PlOr Address of Premises: "21h4 Paragraph '>i A. OPTION(S)TO EXTEND: Lessor hereby grants to Lessee the option to extend the term of this Lease for 3 ('"11 NEE) additional n D (y r W1 Y_)_ _ month period(s)commencing when the poor term expires upon each and all of the following terms and conditions: (i) In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least t but not more than 9 months prior to the date that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively. (ii) The provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of this Option. (iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply. (iv) This Option is personal to the original Lessee,and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. (v) The monthly rent for each month of the option period shall be calculated as follows,using the method(s)indicated below: (Check Method(s)to be Used and Fill in Appropriately) ❑ I. Cost of Living Adjustment(s)(COLA) a. On(Fill in COLA Dates): the Base Rent shall be adjustedby the change, if any, from-the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for(select one): CI CPI W(Urban Wage Earners and Clerical Workers)or❑ CPI U(All Urban Consumers), for(Fill in Urban Area): All Items(1982-1984=100),herein refereed to as"CPI". - - - - - - b. The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months prior to the month(s)specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator of which shall be the CPI of the calendar month which is 2 months prior to(select one): Ll the first month of the term of this Lease as set forth in paragraph 1.3 ("Base Month") or ❑ (Fill in Other"Base Month"): The sum so calculated shall constitute the new monthly rent hereunder,but in no event, shall any such new monthly rent be less than the-rent payable for the month immediately preceding the rent adjustment. c. In the event the compilation and/or publication of the CPI shall be transferred to any other governmental department or bureau or agency or shall be discontinued, then the index most nearly the same as the CPI shall be used to make such calculation. In the event that the Parties cannot agree on such alternative index, then the matter shall be submitted for decision to the American Arbitration Association in accordance with the then rules of said Association and the decision of the arbitrators shall be binding upon the parties. The cost of said Arbitration shall be paid equally by the Parties. ❑ IL Market Rental Value Adjustments)(MRV) a. On (Fill in MRV Adjustment Date(s)) the Base Rent shall be adjusted to the"Market Rental Value"of the property as follows: 1) Four months prior to each Market Rental Value Adjustment Date described above,the Parties shall attempt to agree upon what the new MRV will be on the adjustment date. If agreement cannot be reached,within thirty days,then: (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties,or // 'J�/� (b) Both Lessor and Lessee shall each immediately make a reasonable determination of the MRV and submit such determination. in , L,L—_ PAGE 1 OF 2 l� J INITIALS INITIALS 02000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE-3-8100E writing,to arbitration in accordance with the following provisions: (i) Within 15 days thereafter,Lessor and Lessee shall each select an F1 appraiser or❑ broker("Consultant"-check one)of their choice to act as an arbitrator. The two arbitrators so appointed shall immediately select a third mutually acceptable Consultant to act as a third arbitrator. (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator reach a decision as to what the actual MRV for the Premises is, and whether Lessor's or Lessee's submitted MRV is the closest thereto. The decision of a majority of the arbitrators shall be binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV shall thereafter be used by the Parties. (iii) If either of the Parties fails to appoint an arbitrator within the specified 15 days,the arbitrator timely appointed by one of them shall reach a decision on his or her own,and said decision shall be binding on the Parties. (iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV is not selected,is.the one that is NOT the closest to the actual MRV. 2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the month immediately preceding the rent adjustment. b. Upon the establishment of each New Market Rental Value: 1) the new MRV will become the new"Base Rent"for the purpose of calculating any further Adjustments,and 2) the first month of each Market Rental Value term shall become the new "Base Month" for the purpose of calculating any further Adjustments. Cl 111. Fixed Rental Adjustment(s)(FRA) The Base Rent shall be increased to the following amounts on the dates set forth below: On(Fill in FRA Adjustment Oate(s)): The New Base Rent shall be: 1'T!< , UI'T !tN i,-CF',M iG Id l,!(ilU AIL 011:: 1L ,1k( :FAST�S h.t Ji 4"C1U It'hIP Fi}Ih 1 , - :2`, G.I.L ". k:S: LK6'. Utlt; YI /dL 1/1a I ,U.. '.' TN h'F.ASI kth V ,JUS Y[ Aft RN"k'I _ B. NOTICE: Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified in paragraph 23 of the Lease. C. BROKER'S FEE: The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with paragraph 15 of the Lease or if applicable,paragraph 9 of the Sublease. NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No.(213)687.9777. Fax No.:(213)687-8616. 4 PAGE 2 OF 2 INITIALS INITIALS ®2000-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE3-8f00E ADDENDUM TO STANDARD RETAIL/MULTI-TENANT LEASE -NET By and Between(Lessor): NOIA BUILDING L.P. a California Limited Partnership, (Lessee) Charlie Kieley and PS Patients Collective Inc. a California Corporation Address of Premises: 923 and 925 Crossley Road, Palm Springs, California THIS ADDENDUM TO STANDARD RETAIL/MULTI-TENANT LEASE - NET ("Addendum") is entered into as of the date of the foregoing Standard Retail/Multi-Tenant Lease - Net, AIR Commercial Real Estate Association to which this Addendum is appended ("Lease"), by and between NOIA BUILDING L.P., the Lessor under the Lease, and the Lessee set forth above. The parties' mutual execution of this Addendum shall be deemed to incorporate the terms and provisions of the Lease, as modified by this Addendum. This Addendum (when executed by Lessor and Lessee), together with the Lease, shall constitute the binding contract between the parties, and shall not be binding until signed and delivered by all parties. All sections and paragraphs of the Lease that are affected by the terms and provisions of this Addendum shall be deemed modified, whether or not specifically mentioned by section/paragraph number. In the event of any ambiguity or inconsistency between the terms of this Addendum and the terms of the Lease, the terms of this Addendum shall control. All initial-capitalized terms used in this Addendum that are not expressly defined herein shall have the same meanings as are ascribed to such terms in the Lease. All references in this Addendum or in the foregoing Lease to the "Lease" shall mean and refer to the foregoing Lease, as modified and supplemented by this Addendum. 53. LEASE SUBJECT TO MASTER LEASE AND OTHER GOVERNING DOCUMENTS. The Premises comprise a subleasehold interest in a unit in the Indian Oasis Plaza Retail Center at the address set forth in the Lease. This Lease shall be subject to, and Lessee, in its use of and conduct of its business upon the Premises, shall not cause or permit any violation or breach of, all of the following documents ("Governing Documents"), copies of which are available at the request of Lessee and all of which are hereby incorporated into this Lease by this reference: 53.1 Master Business Lease No. PSL-350 dated November 8, 2001 between Darlene Diaz Sanchez (Allottee No. 109 of the Agua Caliente Band of Cahuilla Indians) ("Master Lessor"), and MidValley Business Park, L.P., a California limited partnership, as lessee ("Master Lessee"), which was approved by the U.S. Department of the Interior, Bureau of Indian Affairs ("Secretary") on March 3, 2004, as amended by that certain Amendment No. 1 to Business Lease No. PSL-350, dated October 3, 2005 and approved by the Secretary on January 25, 2006 (as it may be further amended from time to time,the "Master Lease"). 53.2 Sublease BP-105 Under Master Lease No. PSL- 350 dated November 1, 2005 between MidValley Business Park, L.P., a California limited partnership, as Lessor, and Native Development Corporation, a California corporation, as lessee, which was approved by the Secretary on January 25, 2006. Said Sublease BP-105 was assigned to Noia Building, L.P. under that certain Assignment, Acceptance of Assignment and Consent dated August 8, 2006, which was approved by the Secretary on August 15, 2006 (as it may be amended from time to time, the "Sublease BP-105"). Sublease BP-105 is a sublease under the Master Lease and covers a portion of the property under the Master Lease, including the Premises. 53.3 Declaration of Covenants. Conditions and Restrictions for Oasis Plaza. A Declaration of Covenants, Conditions and Restrictions for the Oasis Plaza Retail Center may be ( i Page 1 Vi this Lease, and Lessee's interest in the Premises, will be subordinate to the CCRs, and the CCRs will be a Governing Document as defined herein; and (b) Lessee shall, within ten (10) days after Lessor's request, execute and return all documents and instruments that in Lessor's reasonable judgment are necessary or appropriate to implement such subordination. In the event Lessee fails to timely execute and return said documentation to Lessor in the time stated herein, then Lessee hereby appoints Lessor as Lessee's attorney-in-fact, and Lessor is given the full authority to execute said documentation, as delivered to Lessee, on behalf of Lessee. Lessee's failure to timely comply with the requirements of this Section shall constitute a material breach of and default under this Lease, and the cure provisions set forth in the Lease shall not apply. Lessor shall include in the CCRs anything that adversely affects Lessee's rights under the Lease without Lessee's written approval, which shall not be unreasonably withheld, conditioned or delayed. This Lease, and the interest of Lessee and any sublessee in the Premises, are subject to all of the terms, covenants, conditions and restrictions set forth in the Governing Documents and the rights and interests of the parties thereto. In the event of any conflict between this Lease and the Governing Documents, the terms and conditions of the Governing Documents shall prevail. Any violation by Lessee, or caused by Lessee, under the Governing Documents shall automatically constitute a breach of this Lease. 54. INDIAN OASIS RETAIL. PROJECT SITE. Lessee acknowledges that the building floor plan sets forth proposed general layouts, and shall not be deemed a representation by Lessor that the project shall be constructed as indicated thereon or that any tenants or occupants designated by name or nature of business thereon shall conduct business in the project during the lease term. The project developer and owner may increase, decrease or change the size, shape, number, location, use and dimensions of the buildings, the premises therein, driving lanes, driveways, walkways, pedestrian areas, common areas and other improvements, and have the right to make additions and alterations to all improvements constructed within the project;provided, however, that, without Lessee's approval, Lessor shall not modify the Premises in a manner that would materially adversely affect Lessee's rentable square footage. 55. ASSIGNMENT AND SUBLEASES. In addition to the requirements of the Lease, any assignment or subleasing of the Premises by Lessee shall be subject to the consent and other requirements of the Governing Documents. 56. RENTS DUE. Upon the execution of the Lease, Lessee shall pay the Lessor $2,000.00 for the Security Deposit and Lessee shall pay to Lessor$2,000.00 for the First Month's rent. The Lease is contingent on Lessee obtaining a Medical Marijuana, Retail and Cultivation permit from the City of Palm Springs. In the event that the Lessee does not obtain the required Permit from the City of Palm Springs by December 1, 2015, the Lease shall be of no force or effect, and the Security Deposit and Last Month's Rent will be refunded by Lessor to Lessee. 57. COMPLIANCE. Lessee shall comply with all State of California and local laws, ordinances, and regulations. Lessee shall obtain all required licenses and permits for the operation of Lessee's business. 58. CONDITION OF PROPERTY. Lessee agrees to accept Lessor the Subject Premises in an "as is" condition, as additional consideration for entering into the Lease, Lessee agrees to bring the property and the Subject Premises up to Code. Lessee agrees to obtain all required Permits to obtain Code Compliance, and Lessee agrees to maintain Code Compliance for the entire term of the Lease. Lessee's failure to maintain Code Compliance shall be an event of default under the Lease. Lessee shall be responsible, at its sole cost and expense, for the service, maintenance, repair and replacement of all components of the HVAC System which serves the subject the subject Premises, including all units, unit components, and all duct work. Lessor makes no representations of Lessee regarding the present condition of the HVAC System. Lessee agrees to remove the existing exhaust system installed by the previous Lessee. Lessee agrees that its use of the premises will emit no odors from the Cultivation Operation. Any breach of any of these provisions shall constitute a material breach of the Lease. The term "Code" as used herein shall refer to and encompass all City of Palm Springs building codes and regulations, fire codes and regulations and any other requirements of any governmental entity applicable to the Subject Premises and operation of this Business. (W 1. Page 2 Y Lessor: NOIA BUILDING L.P., a California Limited Partnership Noia loves ents, Inc., a California Corporation- Its General Partner By: // Carolyn G. N IaI, Investments Inc. President JDate l Lessee: By: Charlie Kiel Date , Lessee: By: AIFs���� v� l� v)l� PSkIlatients of IV Inc. Date Lessee: By: Date Lessee. By: Date V INITIALS INITIALS Page 3 ATTACHMENT 2 FINANCIAL INTEREST INFORMATION Please provide the names and contact information of every person(s) who has a financial interest in the MCCC: Name Email Charles Kieley C.Keiley@yahoo.com Address City, State, Zip 944 Saint Binimi Circle Palm Springs, CA 92264 Telephone Percentage Interest in MCCC 714-587-0383 100% Name Email Address City, State, Zip Telephone Percentage Interest in MCCC Name Email Address City, State, Zip Telephone Percentage Interest in MCCC Name Email Address City, State, Zip Telephone Percentage Interest in MCCC Insert behind the Attachment 2 Cover Sheet: Copy of current Driver License and/or California Identification Card for each individual who has a financial interest in the MCCC. Page 10 ATTACHMENT 3 PRINCIPAL OFFICERS AND DIRECTORS INFORMATION Please provide the names and contact information of every principal officer, director and operator of the MCCC: Name Email Charles Kieley c.keiley@yahoo.com Address City, State, Zip 944 Saint Binimi Circle Palm Springs, CA 92264 Telephone Title or Position 714-587-0383 PresidentfTreasurer Name Email Courtney Roscoe Rounds courtneyroscoe88@yahoo.com Address City, State, Zip 38365 Starlight Lane Cathedral City, CA 92234 Telephone Title or Position 760-987-4064 Secretary Name Email Address City, State, Zip Telephone Title or Position Name Email Address City, State, Zip Telephone Title or Position Insert behind the Attachment 3 Cover Sheet: ® Copy of current Driver License and/or California Identification Card for each principal officer, director, and operator of the MCCC. Page 11 ATTACHMENT 4 OPERATIONS AND MANAGEMENT INFORMATION Please provide the names and contact information of every person who is managing or responsible for the MCCC activities: Name Email Charles Kieley c.kieley@yahoo.com Address City, State, Zip 944 saint bimini circle Palm Springs, CA 92264 Telephone Title or Position 760408-3165 Owner/operator Name Email Courtney Roscoe courtneyroscoe88@yahoo.com Address City, State, Zip 38365 Starlight Lane Cathedral City, CA 92234 Telephone Title or Position 760-987-4064 Manager Name Email Address City, State, Zip Telephone Title or Position Name Email Address City, State, Zip Telephone Title or Position Insert behind the Attachment 4 Cover Sheet: X Copy of current Driver License and/or California Identification Card for every person who is managing or responsible for the MCCC activities. Page 12 ATTACHMENT 5 EMPLOYEE INFORMATION Please provide the names and contact information of every employee, and a statement as to whether such person(s) has or have been convicted of a crime(s), the nature of the offense(s) and the sentence(s) received for such convictions(s): Name Title or Position Dr. Paul Marut Medical Affairs/General Manager Address City, State, Zip 1850 Smoke Tree Lane Palm Springs, CA 92264 Offense Type (if any) Sentence NOT APPLICABLE NOT APPLICABLE Name Title or Position Address City, State, Zip Offense Type (if any) Sentence Name Title or Position Address City, State, Zip Offense Type (if any) Sentence Name Title or Position Address City, State, Zip Offense Type (if any) Sentence Insert behind the Attachment 5 Cover Sheet: Copy of current Driver License and/or California Identification Card for every Employee. Page 13 ATTACHMENT 6 ARTICLES OF INCORPORATION Pursuant to State and local law, all medical cannabis cooperatives and collectives shall be non-profit, mutual-benefit corporations: Designed agent for service of process: Name Telephone Charles Kieley 714-587-0383 Address City, State, Zip 38365 Starlight Lane Cathedral City, CA 92234 Insert behind the Attachment 6 Cover Sheet ALL of the following: ® Copy of Articles of Incorporation filed with the California Secretary of State. K Copy of filed California Secretary of State Statement of Information. ❑ »t�xyCxktt>�1<Itt4%7141 `c� K�tl01K0(71t1i4k�C1421il�dFDI>�{7i�fitlN�fO! 7t gW4MWPltYgXx*x "'This was removed per email from the City of Palm Springs Evidence of proof of lawful presence or residence in the City of Palm Springs. Examples of this may include a copy of the applicant's driver's license or a combination of other documents such as a utility bill, etc. ` -(�Y a T ry G-r, � Shi�Q�^� Page 14 3830426 FIL LA Articles of Incorporation Secretary of tate of State of California G P5 Patients Collective, Inc. { OCT 0 2 2015 3 \L� The undersigned, being over the age of eighteen years,in order to form a corporation pursuant to the provisions of the California Corporation Code, hereby certifies as follows: I The name of the corporation, hereinafter referred to as the "Corporation," is PS Patients Collective, Inc. I I This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law.The purpose of this corporation is to engage in any lawful act or activity,other than credit union business, for which a corporation may be organized under such law. The specific purpose of this corporation is limited to providing a means for facilitating and coordinating transactions between members. The corporation cannot purchase from or sell to non-members. III The name and address of the initial agent for service of process: Charles Kieley 38365 Starlight Ln. Cathedral City, CA 92234 IV The initial street address and mailing address of the corporation is 38365 Starlight Ln., Cathedral City, CA 92234. v Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this corporation. MICHAEL CINRRICH, INCORPORATOR State of California s Secretary of State Statement of Information (Domestic Stock and Agricultural Cooperative Corporations) FEES(Filing and Disclosure): $25.00. If this Is an amendment, see instructions. IMPORTANT—READ INSTRUCTIONS BEFORE COMPLETING THIS FORM 1. CORPORATE NAME PS PATIENTS COLLECTIVE, INC. 2. CALIFORNIA CORPORATE NUMBER C3830426 This Space for Filing Use Only No Change Statement (Not applicable if agent address of record is a P.O.Box address. See instructions.) 3. If there have been any changes to the information contained In the last Statement of Information fried with the Califomia Secretary of State,or no statement of information has been previously filed,this form must be completed in Its entirety. If there has been no change in any of the information contained in the last Statement of Information filed with the California Secretary of State,check the box and proceed to Item 17. Complete Addresses for the Following (Do not abbreviate the name of the city. Items 4 and 5 cannot be P.O.Boxes.) 4. STREET ADDRESS OF PRINCIPAL EXECUTIVE OFFICE CITY STATE ZIP CODE 38365 STARLIGHT LN CATHEDRAL CITY CA 92234-2240 5. STREET ADDRESS OF PRINCIPAL BUSINESS OFFICE IN CALIFORNIA IF ANY CITY STATE ZIP CODE 38365 STARLIGHT LN CATHEDRAL CITY CA 92234-2240 6. MAILING ADDRESS OF CORPORATION,IF DIFFERENT THAN ITEM 4 CITY STATE ZIP CODE Names and Complete Addresses of the Following Officers (The corporation must list these three officers. A comparable title for the specific officer may be added;however,the preprinted fitles on this form must not be altered.) 7. CHIEF EXECUTIVE OFFICER/ ADDRESS CITY STATE ZIP CODE Charles Kieley 38365 STARLIGHT W CATHEDRAL CITY CA 92234-2240 a. SECRETARY ADDRESS CITY STATE ZIP CODE Courtney Roscoe 38365 STARLIGHT LN CATHEDRAL CITY CA 92234-2240 9. CHIEF FINANCIAL OFFICER/ ADDRESS CITY STATE ZIP CODE Charles Kieley 38365 STARLIGHT LN CATHEDRAL CITY CA 92234-2240 Names and Complete Addresses of All Directors, Including Directors Who are Also Officers (The corporation must have at least one director. Attach additional pages,if necessary.) 10. n ADD _ 26 A� Li c �e r6, ( STAT ZIP CODE 11. NAME G ADO SS V CI(�n STATE ZIP CODE o ne os -?3 �r Li kAAC A 1A 12. NAME ADDRESS CITY ISTATE ZIP CODE 13. NUMBER OF VACANCIES ON THE BOARD OF DIRECTORS,IF ANY: Agent for Service of Process If the agent is an individual,the agent must reside in California and Item 15 must be completed with a California street address,a P.O. Box address is not acceptable. If the agent is another corporation,the agent must have on file with the California Secretary of State a certificate pursuant to California Corporations Code section 1505 and Item 15 must be left blank. 14. NAME OF AGENT FOR SERVICE OF PROCESS Chales Kieley 15. STREET ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CALIFORNIA,IF AN INDIVIDUAL CITY STATE ZIP CODE 38365 STARLIGHT LN CATHEDRAL CITY CA 92234-2240 Type of Business 16. DESCRIBE THE TYPE OF BUSINESS OF THE CORPORATION Retail Sells of Medical Cannabis Between Patient Members 17. BY SUBMITTING THIS STATEMENT OF INFORMATION TO THE CALIFORNIA SECRETARY OF STATE, THE CORPO TI ERTI I HE INFO CONTAINED HEREIN,INCLUDING ANY ATTACHMENTS,IS TRUE AND CORRECT. 10/15/15 '(I,e 5 DATE TYPEIPRINT NAME OF PE SON COMP ING FORM TITLE SIGNA RE SI-200(REV 01/2013) APPROVED B ETARY OF STATE CALIFORNIA FORM Exemption Application 3500 0ruanization Information California Secretary of State corporation or file number FEIN C 3 8 3 0 4 2 6 4 7 5 3 2 4 6 3 8 Name of organization as shown in the organization's creating dowment Web address PS PATIENTS COLLECTIVE INC Address(suite,room,or PMS no.) 38365 STARLIGHT LN City State 7JP code CATHEDRAL CITY CA 9 2 2 3 4 - Phone number Second phone number. Fax - 714 587-0383 Re resentative Information Name of Representative Email address Charles Kieley c.kieley@yahoo.com Address(suite,room,or PMB no.) 38365 STARLIGHT LN City- State - LP Code CATHEDRAL CITY CA 9 2 2 3 4 Phone number Second phone number Fax 714 587-0383 General Questions Part 1 Organizational Structure Check the box-forthe type of organization and provide the listed documents.If the listed documents are not provided,the organization's request for exemption will be delayed,or denied.Copies are acceptable. California corporation—incorporated through the California Secretary of State(SOS).See General Information E,Incorporated Organizations. Provide the articles of incorporation,including any amendments stamped by the SOS,and the corporation's bylaws or other code of regulations. ❑ Foreign Corporation=SeeGeneralInformation-FForeignCorporations. If the corporation qualified through the California SOS:Provide the Statement and Designation by Foreign Corporation,stamped articles of incorporation Including all amendments from the state of incorporation,the corporations bylaws or other code of regulations,and the federal exemption determination letter. If the organization is not qualified through the California SOS:Provide a letter of good standing from the state of incorporation,the stamped articles of incorporation andall amendments from thestate of incorporation,the corporation's bylaws or other code of regulations,and the federal exemption determination letter. ❑ Unincorporated Association—not incorporated through the California SOS.See General Information G,Unincorporated Associations. Provide the constitution,articles of association,bylaws or other code of regulations with specific language,and signed by the board of directors or other governing body. ❑ Trust-See General Information H,Trusts. Provide the trust Instrument,any amendments and the trusts federal exemption determination latter. ❑ Limited Liability.Company—See General Information I,Limited Liability.Companies. If the LLC is registered in California: Provide the articles of organization(LLC-1),and art amendments stamped by the SOS,and the operating agreement. If the LLC is a foreign LLC registered in Califomja:Provide the Application to Register a Foreign Limited Liability Company(Form LLC-5), letter of good standing from the state of incorporation,articles of organization from the state of incorporation including any amendments, and the operating agreement. Be sure to include the$25 application fee.Using black or blue ink,make the check or money order payable to the"Franchise Tax Board!Do not send cash.Make all checks or money orders payable in U.S.dollars and drawn against a U.S.financial institution.Mail form FTB 3500 to: FRANCHISE TAX-BOARD,PO-BOX 942857,SACRAMENTO CA 94257-0501. Under penalties of perjury,I declare that i have examined this application,including aeeompamling schedules and statements,and to the best of my knowledge and belief,In Is true,canes[,and complete. {� YtEsidkn� t' �r�5rlr DATE TORE OF OFFICER OR REPRESENTATIVE TITLE —� 7221143 i FT6 3500 CI 2014 Side i ■ Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS-file number. C 3 8 3 0 4 2 6 Part 11 Narrative of Activities 1 Has the organization already received tax-exempt status under IRC Sections 501(c)(3),501(c)(4),501(c)(5),501(c)(6), or 501(c)(7)at the federal level?,.. .. ......... .. ..... ....... ... ...... ... ............... ....... 1 ❑Yes M No If"Yes,"thmganizatiorrmay choose toflleformfTB 3500A,Submission-of Exemption Request;if-thetax-exempt status was-noYpreviously-revoW For more information,get form FTB 3500A. If"No,"continue. 2 Enter the California Revenue and Taxation Code(R&TC)section that best fits the organization's purposelactivity. See the Exempt Classification.Charton page 5. ... ..................... ..... .. .... ...... ............ 2. B&TC Section 23701a 3 Enter the date the organization formed..... .......................... ..... .................... . 3 1 O/ 0 2 /L 0 1 5 mm %dddd / yyyy 4 Was the organization formed in another state?............. ...... ... ... ........ .................. 4 O Yes 1KNo If Wes,"answer question4a and question 4b. a List the state where the organization was formed....................................... ....... 4a b Is the organization qualified through the California SOS?... ................. ................... 4b ❑Yes ❑No It"Yes,"enter the date qualified. ......................... ... ........... ............. ...... _/ / mm / dd / yyyy 5 What is the organization's annual accounting period ending? (must end on the last day of the calendar or fiscal year).................. ............... ... ........ 5 1 24.3 1 mm / dd 6 What Is the primary,purpose of the organization? To allow the coporation's members to organize and operate on a mutual basis. 7 Is the organization currently conducting,or plan to conduct activities?.............................. .. 7 FrYas ❑No If"Yes,"enter the-datethe activities began,or wiltbegin........................................... .. 0 ILO-La 0 1 6 If"No,"explain why the organization Is not planning any activities. mm / dd / yyyy Side FTB350001 2014 �� 7222143 �_ Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Part 11 Narrative of Activities(continued) 8 Describe the organization's past, present,and planned activities below.Do not merely refer to or repeat the language in the organizational document.List each activity separately,in the order of importance based on the relative time and other resources devoted to the activity.Indicate the percentage of time for each activity.Each description should include a: a detailed description of the activity,including its purpose and how it furthers the organization's exempt purpose. b detailed description of when the activity was or will be initiated. c detailed description of where and by whom the activity will be conducted. The primary activities of the organization are as follows: (1)select medical marijuana from growers and manufacturers; (2)transport the product to a common storage facility, and (3)distribute it to the organization's members. All activities are done pursuant to each member's medical needs and as recommended by a licensed doctor. The first activity will be performed continuously by a few members of the collective. This activity will constitute approximately 5% of the organization's time and resources. The second activity will be performed continuously, but infrequently, by a few members of the collective. It will constitute approximately 2% of the organization's time and resources. The thrid activity will be performed continuously between all members of the collective. It will constitute approximately 93% of the organization's time and resources. �� 7223143 r— FTB3500ol 2014 SIde3 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Part III Financial Data Complete the financial statementforthe current year and for each year you are applying-for tax-exempt-status:(for additional years attach-separate sheets)See instructions on page 5 for more Information.List the account period beginning to the account period ending.Example:mmlyyyy. Current Tax Year/Proposed Bud et From Jan. 20161 From From From RECEIPTS To Dec.2016 To To To Total Gifts,grants,and contributions received Fundraisin Membership income dues and assessments Nonmembership income Gross amounts derived from activities not related to exempt purposes Gross receipts from admissions Gross recei is from commissions 120,000 Gross receipts from advertising Gross receipts from sale of merchandise Gross receipts from services provided Gross investment income Gross receipts from-furnishlng of facilities Gross royalty income Gross rentalincome Gain or loss from sale of capital assets Other income. attachsheet itemizing each-type) TOTAL RECEIPTS .......................................... 120,000 EXPENSES Expenses directly related to the o anization's exempt purposes 25,000 Expenses not related to the or anization's exempt ur oses/activibes ContributionsGifts, rants,and similar amounts paid attach schedule Disbursements tTor for memberbenefit attach schedule Compensation of officers 15,000 Compensation of directors Compensation of trustees Professional fees/private contractors Other salaries and wages 28,000 Rental expenses(occupancy) 48,000 Fundraising expenses Advertising expenses 4,000 Other(including all operational and administrative expenses— attach sheet TOTAL EXPENSES................ .......................... 120,000 EXCESS OF RECEIPTS OVER EXPENSES. .... . .... . . ...... o Side FT3350061 2014 _ 7 7224143 �_ Organization-Name: PS PATIENTS COLLECTIVE INC Corp Number/SDS-file number: C 3 8 3 0 4 2 6 Pare fill Continued Balance Sheet(for tine organization's most receMlycompleted tuyear) Assets Year End: n/a 1 .Cash'.............. ... .... ........................ ........................................ I ' 2 Accounts receivable, net ..... ......................................................... ....... L 2 3 Inventories._._...... ......... ........_....._...__.._......._.._................ ................ ....... 3 4 Bonds and notes receivable .... ............................................................... 4 5 Corporate stocks ........................................................................... 1 5 6 Loans receivable.......... ... ................................ ........................ ....... 6 7 Other investments ... ...................................................................... . 7 8 -Depreciableand depletableassets.............................................................. 8 9 Land........ ............................................................................. 9 10 Other assets(attach an itemized fist)............................................................ 10 11 Total assets(add line 1 through line 10).......................... ................................ Jill Liabilities 12-Accounts-payable .................................................................. ......... 12 13 Contributions,gifts,grants,etc,payable.................................................. ....... 13 14 Mortgages and nates_payable..._.._.............._._..._...._....___._..._..._._............_..__...._..____.. 14 15 Other liabilities.......... ................................................................... 1151 16 Total liabilities(add line 12 through fine 16)............... ........................................ i8 Fund Balances or Net Assets 17 Total fund balances or net assets.....................................................I........ . 17 18 Total liablfitiesand fund balances or net assets ladd4ne16aod-linel7)-... s ........................ . 18 19 Has there been any substantial change in the eiganization s assets or liabitfties sincethe end of the period shown above?If"Yes;explain. ................................................................ 19 ❑Yes ❑No Pwt-IV Officers,OirectotsandTresteas List names,titles,and mailing addresses of all officers,directors,and trustees.For each person fisted,state their total annual compensation,or proposed compensation,for atI services tothe-organization,whether as an officer;employee,or other position Use actual figures,if available.Enter "none"if no compensation is or will be paid.If additional space is needed,attach a separate sheet. Name- Title IitallhtgAddress- Compensation Amount - (annual actual or estimated) Charles Kieley f'resideat 39365 Starlight Lane Cathedral City; 10,000 92234 CourWgRoscoe Secretary 133341lidalgo St.Desert hot Sprmgs, 5,000 92240 —, 7225143 FTB350Oct 2014 Sides 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS-file number: C 3 8 3 0 4 2 6 Part IV Officers,Directors and Trustees(continued) Will any incorporator,founder, board member or other person(s)or entity: 1 Share any facilities with the organization?. ......... ..... ............ ..... ... ................... 1 Dyes ONo If"Yes,"describe the facility and state any rents charged. Name Title Facility Description Address Rent charged 7 2 Rent,sell,or transfer property to this organization?... ......................... ........... ....... 2 Dyes ®No If Wes,"explain the parties Involved and each transaction in detail. Name- Title Property Description Value of Property Type-of Transaction 3 Be compensated for services other than performing as a board member or employee?. .......... ........ 3 Dyes MNo If"Yes,"explain services performed and monies received.Also list the name of other directors,indicating their blood or marriage/RDP relationship,if any,to the compensated directors. Name Title Services Performed Compensation Relationship Side 6 FTB 3500ct 2014 7226143 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Part V History 1 List any previous California entity ID numbers assigned to the organization... .. ........ ... ... ...... .... 1 ONone .2. Was this organization previously granted,denied,or revoked exemption by the Internal Revenue Service? .... 2 ❑Yes ❑9 No If"Yes,"complete the information below and provide a copy of any federal exemption determination letters received. ❑ Granted,IRC Section 501(c)_ ❑Denied ❑Revoked Data: Date: Date: 3 a Was this organization previously granted,denied,or revoked exemption by California? . .............. 3a ❑Yes ®No If"Yes"complete the information below-and-provide a copy of.any_state.determination letters-received. ❑Granted,RUC Section 23701_ ❑Denied ❑Revoked Date: Date: Date: b Are you filing an abbreviated form FfB 3500 requesting reinstatement of a revoked tax-exempt status? (Seelnstructions) .. ....._-..._............... ................ .... ... .................. .............. 31a. ❑Yes- ❑No 4 Has the organization filed any federal returns?.. .. ................ ....... .............. .......... 4 ❑Yes ®Ne If"Yes,"state the type of return(990 or 1120 series)and years filed. Part VI Specific Activities 1 Does or will the organization participate in fund-raising activities?.... ..... ...... .......... ...... .... 1 ❑Yes O No If"No,"explain below the source of funds for the organization. If"Yes;check all the fund-raising programs the organization conducts,or will conduct. ❑ Mail solicitations ❑ Phone solicitations ❑ Email solicitations ❑ Accept donations on the organization's website ❑ Personal solicitations ❑ Receive donations from another organization's website ❑ Vehicle,boat,plane,or similar donations ❑ Government grant solicitations ❑ Foundation grant solicitations ❑ Other Describe each fund-raising program.For each checked activity,describe the funds raised,how the activity is conducted,and for what specific purpose the funds will be used. —� 7227143 �— FTB3500ct 2014 Side? 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp NumberlSOS-file number: C 3 8 3 0 4 2 6 Part VI Specific Activities (continued) 2 a Does the organization conduct any gaming activities(bingo,raffles,etc)? ..... .............. ....... 2a ❑Yes An If" Yes,"describe the gaming activities. b Is gaming the organization's only activity?....... .. ....... ... .......... ..... ......... ........ 2b ❑Yes ❑No 3 Does or will the organization lease any property?..... .. ....... ... ... .... ... ... .............. ..... 3 ®Yes ❑No If"Yes,"explain In detall. Include the amount of rent,a description of the property,and any relationship between the applicant organization and the other party.Also,attach a copy of the rental or lease agreement $4,000 per month Lease attached. 4 Does or will the organization publish,sell,or distribute any literature? ....... ...... ...... ..... ........ 4 0 Yes ❑No If"Yes,"describe the literature or attach samples.Include any Internet sites. Educational material on the benefits of medical cannabis 5 Does or will the organization publish,own,or have rights in music,literature,tapes,artworks,choreography, scientific discoveries, or other intellectual property? ............... ............ ......... ...... .... 5 ❑Yes ®No If"Yes;explain.Describe who owns or will own any copyrights,patents,or trademarks,whether fees are or will be charged,how the fees are determined,and how any items are or will be produced,distributed,and marketed. 6 Does or will the organization accept contributions of real property,conservation easements,closely held securities, intellectual property such as patents,trademarks,and copyrights,works of music or art, iicenses,royalties,automobiles,boats, planes,or other vehicles,or collectibles of any type?............... 6 Dyes i@ No If"Yes,"describe each type of contribution,any conditions Imposed by the donor in the contribution, and any agreements with the donor regarding the contribution. 7 Does or will the organization operate outside of the United States?............ ..... ... ...... ......... 7 ❑Yes ONo If"Yes,"(a)name the countries and regions within the countries in which the organization operates,(b)describe the operations in each country and region in which the organization operates,(c)describe how the operations in each country and region further the organization's exempt purpose. 7228143 Side FfB3500ct 2014 —� r— 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 e C .SECtion. Quedlom -Complete-only one specific-section that applies to.your organization The following are questions for the specific type of exemption requested.Complete only the specific section that the organization requests tax-exempt status under.Refer to the Exempt Classification Chart on page 5 for a list of the various exemptions and comparable federal codes. Additional Questions:Churches,credit counseling organizations,and hospitals applying for tax-exempt status under RUC Section 23701 d or Section 23701f must also complete an additional schedule.See Section D or Section F,for more information. Section A R&TC Section 23701a—Labor,agricultural,or horticultural Organization 1 Are any services to be performed for members? .. ... ... .... . .. ....... ... 1 OYes ❑No If"Yes,"explain. The procurement and distribution of medical marijuana will be done by and for members of the mutual benefit nonprofit corporation 2 Cooperative Organizations: Provide a copy of the federal exemption letter showing exemption under IRC Section 501(c)(5). Section B R&TC Section 23701h-Fraternal societies,orders,or associations,etc.(Lodge system with benefits) Operating under the lodge system means carrying on activities under a form of organization that comprises local branches called lodges,chapters,or the like,that are largely self-governing and chartered by a parent organization. 1 Is the organization a college fraternity or sorority or a chapter of a college fraternity or sorority?. ... .... .... 1 ❑Yes ❑No If"Yes;"college fraternities-and-sororities generagy qualify as organizations described In RUC Section 23701g. For more Information,get FTB Pub 1077,Guidelines for Social and Recreational Organizations. If RUC Section 23701g appears to apply,do nut complete Section B.Go to Section G,Social and recreational organization. 2 Does the organization operate,or plan to operate under the lodge system or for the exclusive benefit of the members of the lodge system?.... .......... ....... ... ................. .............. 2 ❑Yes ONO If"No;explain. 3 Is the organization a subordinate or local lodge,etc?.... ...... . ... ........ ........................ 3 ❑Yes ❑No If"Yes,"attach a certificate signed by the secretary of the parent organization certifying that the subordinate lodge is a duly constituted body operating under the jurisdiction of the parent body. 4 Is the organization a parent or grand lodge?.... .. .......... ... ... ........ ...... .... ..... ........ 4 ❑Yes ONO If"Yes,"answer question 4a and question 4b. a What is the number of subordinate lodges in active operation?..... .......... .......... ... ....... 4a In Are periodic meetings held?.. .... ........... ... .................................... ...... 4b Oyes ONO If periodic meetings are not held,explain. 5 Describe the types of benefits(life,sick,accident,or other benefits)paid,or to be paid,to members. —� 7229143 �_ FTB3500ct 2014 Side Organization Name: PS PATIENTS COLLECTIVE INC Corp NumberISOS file number: C 3 8 3 0 4 2 6 Section C RUC Section 23701c Cemeteries,crematoria,and like corporations 1 Does the organization currently own or plan to purchase cemetery property?.. ... ........ ...... ... . .... 1 ❑Yes ❑No If"Yes,"explain. 2 Where is the property located? 3 Who owns title to the property?If there is more than one owner,attach a list. Name JITINIFEIN lAddress 4 What is the cost or estimated current value of property owned? .................. .... .......... ..... 4 $ 5 Does the organization have perpetual care fund?.......................... .... .... .. .... .... .... 5 ❑Yes ONO It`Yes,"provide a copy of the federal exemption letter and a copy of the fund agreement and answer question 5a through question 5d. a What are the contents of the fund(cash,securities,unsold land,etc.)? b How is,or will,the fund be administered? c Explain the specific purposes of the fund. d What are the names of the persons administering the fund? 6 If the organization is claiming exemption as a perpetual care fund for an organization described in IRC Section 501(c)(13), has the cemetery organization,for which funds are held;established exemption under that section?. ... .... ...... .......... .. ..... ... .. ...... ............... ... .... ........ 5 ❑Yes ONO If"No,"explain. Side10 FT83500ct 2014 —� 7229143 I — 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Section D R&TCSection 23761d—Religious,charitable,scierdific literary,or educational organization 1 Check the box(es)below that best describes the organization. ❑ Charitable El Church ❑_CreditCounseling ❑ Other typeof-organization ❑ Educational ❑ School ❑ Testing for public safety ❑ Prevent cruelty to children or animals ❑ Hospital,Medical Center ❑ Literary ❑ Religious ❑ Scientific ❑ Qualified sports organization Describe how the organization qualifies for tax-exempt status as the type of organization checked above. 2 Has the organization received or expect to receive 10%or more of its assets from any organization or group of affiliated organizations(affiliated through stockholding,common ownership,or otherwise), any individuals,or members of a family group(brother or sister whether whole or half blood,spouse/RDP, ancestor or lineal descendant)? ... .... ... ..... ..... ......... ....................... ......... . 2 El Yes ❑No If"Yes,"explain. 3 Does the organization attempt to influence legislation? ...........................I................ 3 ❑Yes ❑No If"Yes,"explain how the organization attempts to influence legislation. 4 Does the organization support or oppose candidates in political campaigns in any way? .................. 4 []Yes ❑No If"Yes,"explain. 5 Does the organization hold,or plan to hold, 10%or more of any class of stock or 10%or more of the total combined.votingpower of stock in any corporation?............ ...... ................. .................... 5 ❑Yes El No If"Yes,"explain. 6 a Does the organization operataasachurch?..... .......... .._... ._..................................63 CLYes ❑No If"Yes,"complete Schedule A,Churches,on side 21. h Is the organization's main function to provide hospital or medical care?.. ....... ... ......... .... ...6h ❑Yes El No If"Yes,"complete Schedule B, Hospitals, on side 23. c Is the organization a credit counseling organization?... ............... .... ... ...... . .. . .. ..... .6c ❑Yes ❑No If"Yes,"complete Schedule C,Credit Counseling Organizations,on side 25. 7229143 Fi83500ct 2014 Side11 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS-file number: C 3 8 3 0 4 2 6 Section E R&TC Section 23701e—Business league,chamber of commerce,professional association,er society. 1 Has the organization performed,or does it plan to perform,particular services for members,shareholders, or others such as furnishing credit reports or collection accounts,inspecting products,conducting advertising, purchasing merchandise,coupon redemption services,or other similar undertakings?............... ..... 1 El Yes El No If"Yes,"describe the types of services provided including income realized and expenses incurred in such activities. If engaged in advertising attach samples of materials. Section F R&TC Section 2370117 Civic league,social welfare organization,or local association of employees 1 Explain in detail how the organization promotes the common good or welfare of an entire community? 2 Is the organization a credit counseling organization?........ .. .. ........... .... ....... ....... ..... 2 El Yes ❑No If"Yes,"complete Schedule C,Credit Counseling Organization,on side 25. Section G RUC Section 23701g—Saciafand recreational organization To be exempt under RUC Section 237010,income from a combination of investment income and receipts from the general public should not exceed 35%of gross receipts.However,general public income is not to represent more than 15%of total receipts(Public Law 94-568).For more information, get FfB Pub 1077,Guidelines for Social and Recreational Organizations,at ftb.ca.gov. 1 What Is the focus of the organization's activities?(cars,golf,quilts,etc).How many members?Explain. 2 Does a percentage of this organization's income come from the general public's use of club facilities or participation in club activities?. ........ ..... ... .. ... ....... .. ... ... ........................ 2- ❑Yes ❑No If"Yes,"explain and list the percentage. 3 Has the organization rented,leased,or sold,or does it plan to rent, lease,or sell any part of the clubt propertyto others?....... ........................... .... ................... ............... 3 ❑Yes El No If"Yes,"explain. 1 ::1 4 Has the organization derived,or will it derive,any income from nonmembers not explained above?.. ....... . 4 ❑Yes ❑No If"Yes,"provide a schedule showing member and nonmember Income for the past three years and a proposed budget separating member and nonmember income for the next period of operation. Section G continued Sfde12 FTB350001 2014 —�� 7229143 1 — ■ Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Settion'a RUC Section 23701g—Social,and recreational organization(continued) 5 Does the organization have different classes of membership?..... ..... .... ........... ... .......... . 5 ❑Yes ❑No If"Yes,"describe the dues and privileges of each class. 6 Is the organization's income from investments and gross receipts from the general public 35% or more?..... 6 ❑Yes []No 7 Is the income from the general public greater than 15%of total receipts?... ... .. ...... ................ 7 El Yes ❑No Section tt RUG Section 23761h—Title holding organization RUC Section 23701h requires turning over net income to a parent organization periodically.Organizations with members,Incorporating as a nonprofit corporation under the California Corporations Code,are precluded from exempt status under RUC Section 23701 h.California Corporations Code Sections 5410 and 7411 prohibit any distribution to members of nonprofit public benefit corporations or nonprofit mutual benefit corporations unless the organization dissolves. 1 Is the organization currently holding title to property or does the organization plan to hold title to property?... 1 []Yes ❑No If"No,"explain.If"Yes,'answer question is and question 1 b. a List the name,FEIN,address,and number of shares held by each shareholder or parent organization. Attach another sheet If necessary. Name FEIN Address Number of Shares b Describe the.propertybeing.held,including cost or approximate.value,and address. 2 Attach a copy of the exemption letter(federal or California)for each organization for which property will be hold.If property will be held for organizations located in California,the organization must furnish a California exempt determination.or acknowledgement letter. 3 Does the organization turn over net income to a parent organization?...... ........... ...... . ...... . .. 3 El Yes ❑No If"Yes;what is the amount?If"No,"explain. 7229143 FT83500ci 2014 Side13 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Section t RUC Section 237011—Voluntary employees' beneficiary organization 1 Describe the voluntary employees'beneficiary organization. 2 Furnish a copy of the federal exemption determination letter under IRC Section 501(c)(9). Section L R&TC Section 237011-Fraternal beneficiary societies, orders,or associations,etc.(Lodge system with no benefits) Operating under the lodge system means carrying on activities under a form of organization that comprises local branches(called lodges,chapters,or the like)that are largely self-governing and chartered by a parent organization. 1 Is the organization a college fraternity or sorority,or a chapter of a college fraternity or sorority? ........... 1 ❑Yss ONO If"Yes,"_collage.fratemitles and sororitiesgenerally qualify.as.organizations_described.in RUC Section 23701g. For more Information,get FTB Pub 1077,Guidelines for Social and Recreational Organizations. if R&TC Section 23701 g appears to apply,do not complete Section L.Go to Section G,Social and recreational organization. 2 Does the organization operate or plan to operate under the lodge system or for the exclusive benefit of the members of a lodge system? ... ... .... ... ...... .............. .... .. ........... ............ .. 2 ❑Yes El No If"No,"explain. 3 Is the organization asubordinate,chapter,or local lodge,etc?... .................................... .3 ❑Yes ONO If"Yes,"attach a certificate signed by the secretary of the parent organization certifying that the subordinate Iodgeis_a duly.constituted body operating_underthe.jurisdictlon of the-parent body.. 4 Is the organization a parent or grand lodge?... ... ..... ......... ........... ..................... . 4 ❑Yes ONO If"Yes,"answer question 4a and question 4b. a What is the number of subordinate lodges in active operation?. .. ...... ...................... .... 4a b Are periodic meetings held?...... . ...... ... ... .... ..... ..... ..................... ........ 4b ❑Yes ONO If periodic meetings are not held,explain. Section N RUC Section 29701n—Supplemental unemployment compensation trust Attach a.copy.of the-supplemental unemployment.benefit plan.Include any pertinent.agreaments.Also,attach a copy-oflhe.federat exemption determination letter. Side 14 FTB 3500cl 2014 7229143 �— Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS-file number: C 3 8 3 0 4 2 8 Section T RUC Section 23701t—Homeowners'association 1 Furnish a copy of the recorded Declaration of Covenants,Conditions,and Restrictions. 2 Is the purpose of this organization to manage and maintain residential association property of members?..... 2 ❑Yes ❑Ne If"No,"explain. 3 Describe the types of units4ots in the association(single dwelling,condominium,condominium conversion, livelwork,timeshare,or other.) 4 Have.aoyunftsAots been,sold?.......... ... ... ............. ... ...... ... ...... ................ 4 ❑Yes ❑No If"No,"when will the first unit be available for sale? ... ............. ... ... .. ................... ... _/ / / If"Yes;'when was the first unit sold? .. ......... ... ....... ...... ... . .. .................. ... ... ram / dd yyyy mm / dd / vvyy 5 When were,or will dues first be collected?... ... ...... ...... .... ... ...... ....................... 5 _!/ ram / dd / vvw 6 Will any of the units be rented by a person or series of persons,for periods of less than 30 days that, when added together,equal more than half of the association's taxable year?.. . .. ... ... .... .... ........ 6 El Yes ❑No 7 a Will any of the individual units/lots owned by the organization or Its members be used for nonresidential purposes?. .................... ... . ... ............ ............. ........... 7a ❑Yes ❑Ro b If"Yes,"what is the percentage of the units/lots that will be used for nonresidential purposes?.......... 7b % 8 Condominium management associations only: a Is any square footage used for nonresidential purposes? ........ ............ ... ........ ........ as ❑Yes ❑No b If"Yes"what percentage? ........ ......................... ...... .. ................... ... 86 /C 9 Residential real estate management associations only: a Are any lots zoned nonresidential or used for nonresidential purposes?......... ...... ............. 9a ❑Yes ❑No b If"Yes",.whatisaotai.number.offots.and how.many.are_nonresidential?........................... .... .9b / 10 a What is the association's total gross income?. .......... ... ... . ...... .. ......................loa $ b What is the total gross Income from nonresidential sources?...... ... ... ... ... ... ............ ...l0b $ 11 a What are the association's total expenditures?.......... .................. ....... .............Ila $ b What are the total expenditures for nonresidential purposes?. ...... . ........ . ... ........ ........11b $ 12 Will this organization own,maintain,or operate a mutual water company,well,electrical generating facility,or other utility?....... ... .......... ....... ... ... ... ... ......... ..... .... ...12 ❑Yes ❑No If"Yes,"describe in detail and answer question 13 through question 16. Section Toonfinued �, 7229143 1 — FT83500cl 2014 Side15 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS-file number: C 3 8 3 0 4 2 6 Section T R&TC Section 23701t—Homeowners'association(continued) 13 Are the members/shareholders the actual users of the utility or simply investors?.............. ..........13 ❑Actual Users ❑Investors 14 Is this organization furnishing utilities to(check applicable boxes)?..... .... .................. .......14 ❑Residential homes ❑Commercial businesses (including agricultural enterprises) If both,what percent of this organization's total income will be derived from the sale of utilities for nonresidential usage?......... ... ........... ...... ............ ..... ... ............ ...... 15 Are the members/shareholders assessed equally on the basis of square footage/acreage?........... ......15 ❑Yes ONO If:"No,"explain how members are assessed. 15 Are meters utilized to determine charges to members/stockholders?. ...... ... .. ... ........ ...........16 ❑Yes ❑No If"Yes,"provide detailed breakdown on how rates are determined and the amount of revenue received. Side16 FTB350001 2014 -, 7229143 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Section U RiTC Section 23701u—Public facility financial corporation 1 Attach samples of all certificates of participation or other securities to be issued. 2- Describe all leases,contracts,trust agreements,or other agreements that have been,or will be,entered into by this corporation. Sectlon V RUG Section 23701v—Mobile home park acquisition organization 1 Are all members of the organization owners of manufactured homes,mobile homes,or mobile home tenants of the mobile home park?.............. ...... ............... ....... ....... . 1 ❑Yes ❑No If°No;explain the circumstances under which other individuals can become members of the organization. 2 Describe-the mobile-home park irrwhich-owner/tenantmembers reside: 3 Will the organization carry on activities other than purchasing or preparing to purchase the mobile home park in which members reside?..... .... ........ ................................. ............. 3 ❑Yes ❑No If"Yes,"describe in detail the other activities. 4 Are all the lots within the park rented or leased to mobile home or manufactured homeowners?............ 4. ❑Yes ONO If"No,"explain. 3 Dees the refit paid by each owner include rental for the lot occupied by the mobile home or manufactured home? ..... ... ..... .... .... .. ............... ....... ......................... 5 ❑Yes ONO IY'No,"-explain: -1 7229143 FCB3500ci 2014 Side17 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/S08-file number: C 3 8 3 0 4 2 6 Section W R&TC Section 23761w—War veterans organization Complete It a pastor organization of pastor present members of the Armed Forces of the United States. 1 What is the-total membership of the post or organization?............. ............................. 1 2 a How many members are present or former members of the Armed Forces of the United States?...... ... 2a b How many members are cadets(include students in college,university,or armed services academies)?... 2b c How many are spouses/RDPs,widows or widowers of cadets or of past or present members of the Armed Forces of the United States?. ........ .... ......... ............. .... .......... .. 2c 3 Does the organization have any other membership category? ...... .. .. .... .... .............. ..... .. 3 ❑Yes []No a If"Yes,°how many members?....... ... ... .. ... ........... .. .... .. .. ... .. .... ..... ..... .. 3a b Explain in detail. Complete If an auxiliary unit,society,post, or organization of past or present members of the Armed Forces of the United States. 4 Is the organization-affiliated with-and-organized accordfng-tothe bylaws-and regulations-formulated by such an exempt post or organization?....... ...... ... ..... ..... .......... ................... 4 ❑Yes ❑No 5- How many members does the organization have7... ... ............. ...... .. ..... ................ 5 6 How many members are past or present members of the Armed Forces of the United States,or have spouses/RDPs or persons related to them within two degrees of blood relationship(grandparents,brothers, sisters,and grandchildren are the most distant relationships allowable)that are past or present members of the-Armed Farces of the United States-(enteF total)? ... ........... ............ .................. 6 7 Are all of the members themselves members of a post or organization,past or present members of the Armed Forces of the United-States,orspouses/RDPs of members of such a post or organization,or related to members of such a post or organization within two degrees of blood relationship?.. ....... ............ 7 ❑Yes El No If"No,"explain in detail. Side 18 FTB 3500c1 2014 —� 7229143 1 — 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Section X R&TC Section 23701x—Title bplding organization R&TC Section 23701x requires turning over net income to specified parent organizations periodically.Organizations with members incorporating as a nonprofit corporation under the California Corporations Code are precluded from exempt status under R&TC Section 23701x.California Corporations Code Sections 5410 and 7411 prohibit any distribution to members of nonprofit public benefit corporations or nonprofit mutual benefit corporations unless the organization dissolves. 1 Is the organization currently holding title to property or does the organization plan to hold title to property?...1 Dyes ❑No If"Yes,"answer question 1a and question 1b. If"No,"explain. a List the name,FEIN,address,and the number of shares of capital stock held by each parent organization. Attach another sheet if necessary. Name FEIN Address Number of Shares b Describe the property being held,Including cost or approximate value and address. 2 Provide a copy of each parent or anization's fe deral exemption determination Letter or federal plan letter. 3 For those parent organizations that the organization holds property for and which do not have a federal exemption determination letter,provide detailed Information to show that each shareholder is: a A governmental plan described in IRC Section 414(d). b The United States,any state or political subdivision thereof,or arty agency or instrumentality of the foregoing. 4 Does the organization turn over net income to a-parent organization?......... .. ... ................ ... 4 ❑Yea ❑No If"Yes,'list the amounts given to each parent. If no,explain. 7229143 1 — FT83500ci 2014 Sidelg Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Section Y R&TC Section 23701y—Credit union(state chartered effective on or after January 1,1999) 1 Provide a copy of the organization's license to operate as a credit union. 2- What is the total number of members of the organization?.......................................... 2 3 Does the organization have a Federal charter?.. ... ..... ............ ......... ................. ... 3 ❑Yes ❑No If"Yes;provide a copy. 4 Does the organization operate outside of California?...... ......................................... .4 []Yes ❑No If"Yes,"explain. Section 2 R&TC Section 23701z—Self-insurance pool far charitable organizations 1 Provide a list of names, California corporation numbers,and FEIN for all participants in the pool. 2 Describe In detail the activities of each participating corporation. 3 Furnish a copy of the latest federal exemption determination letter showing exemption under IRC Section 501(c)(3) for each,participating corporation. 4 Describe in detail all insurance services to be provided to members of the pool. Side20 FT83500cf 2014 —� 7229143 �— Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOSfiile number: C 3 8 3 0 4 2 6 Schedule A - Churches Complete Schedule A only if the organization answered "Yes"to Specific Question Section D,Question 6a. 1 Has a place of worship been established? .... ..... ...... ... .... ... ....... ... .......... .. ....... 1 Dyes ONO If"Yes,"at what address?Who is the legal owner of the property?Other property use? If no,explain where religious services are held. 2 Does the organization have a regular congregation or conduct religious services on a regular basis?......... 2 ❑Yes ONO If"Yes;how many usually attend the regular worship services?How often are religious services held? If no,explain. 3 Explain the background and training of the religious leaders. 4 Will income be received from incorporators,ministers,officers,directors,or their families?.. .............. 4 ❑Yes ONO If"Yes,"explain,including dollar amounts received. 5 Will any founder, member,or officer take a vow of poverty?..... .... .. ..... ... ......... ...... ....... 5 Dyes ❑No If Yes"explain. 6 Will any founder,member,or officer transfer personal assets to this organization, like a home, automobile,furnishings,business,or recreational assets,etc.,that will be made available for the personal use of the donors?.... ..... .... ... ... ...... ...... .... ... .... ...... ................. 6 El Yes ONO If"Yes,"explain. Schedule A Churches continued —� 7229143 1 FT83500ci 2014 Side21 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 -Schedule A.- Churches (continued] 7 Vdill any founder,member,or officer assign or donate income to the organization that will be used to pay their own personalsalary,living allowance,or that will result in any other personal benefit (such as food, medical expenses,clothing,insurance,etc.)?......... ......... ... ...... ............ . 7 ❑Yes El No If"Yes,",explain, 8 Does the organization have a written creed,statement of faith,or summary of beliefs?. ... ....... ......... 8 El Yes ❑No If"Yes,"explain. 9 Do the religious leaders conduct baptisms,weddings,funerals,etc?.......... ... ............. . .... ... 9 []Yes ❑No If"Yes,"explain. 18 Does the organization ordain,commission,or license ministers.or religious.leaders?............... ......10 []Yes []No If"Yes,"describe. Side 22 FTB 3500cf 2014 7229143 �_ 0 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Schedule B - Hospitals Complete Schedule B only if the organization answered"Yes"to Specific Section D,Question 6b.Attach a statement to explain any answers. 1 Are all the doctors in the community eligible for staff privileges?................. ... .... ...... ................7 ❑Yes -❑No If"No;give the reasons why and explain how the medical staff is selected. 2 a Does or will the organization provide medical services to all individuals in the community who can pay for themselves or have private health insurance?................. .......... ......... ...... ....... .........2a ❑Yes ❑No It"No,"explain. b Does or will the organization provide medical services to all individuals in the community who participate InMedicare? .. .. .... ....... ...... ..... .... ....... .............................. ................ 2b ❑Yes ❑No If"No,"explain. 3 a Does or will the organization require persons covered by Medicare or Medicaid to pay a deposit before receiving services?.... ... .... ............... ...... ................... ............................ 3a Dyes ❑No If"Yes,".explain. b Does the same deposit requirement, if any,apply to all other patients?... ......... ................. .......... 3b ❑Yes ❑No If"No,"explain. 4 a Does or will the organization maintain a full-time emergency room?..... ................... .................4a Dyes ❑No If"No; explain why the organization does not maintain a full-time emergency room.Also,describe any emergency services provided. b Does the organization have a policy-on-providing emergency services to persons withoutapparent meansto pay?. ...... ....... ...... ........... .......... ....... ... ... .......... ...... ............4h ❑Yes ❑No If Wes,"provide a copy of the policy. c Does the organization have any arrangements with police,fire,and voluntary ambulance services for the delivery oradmissionof emergency cases? ........ ......... ... .. ...................................-.........._....4c ❑Yes ❑No. If"Yes,"describe the arrangements,Including whether they are written or oral agreements.If written, submit copies of all such agreements. 5 a Does the organization provide for a portion of the organization's services and facilities to be used for charity patients?..... ................ .. .... ........ ..... .......... ............................... 52 ❑Yes ❑No If Wes,"answer question 5b through question 5e. b Explain the organization's policy regarding.charity cases,including_howthe organization distinguishes between charity care and bad debts.Submit a copy of the written policy. c. Provide data.on the_organ zation's.past.experience in admitting charity.patients,including tt e.amounts expended for treating charity care patients and types of services provided to charity care patients. d. Describe any.arrangements with federal,state,or local governments or government agencies for paying-for the cost of treating charity care patients.Submit copies of any written agreements. e Does the-organization provide-services on a-sliding fee schedule depending on financial abilityto pay?... ... ........ 5e ❑Yes []No If"Yes,"submit the sliding fee schedule. 6 a Does or-will the-organization carry ona formal program of medical training or medical research?. ....... .......... 6a ❑Yes ❑No If Wes,"describe such programs,including the type of programs offered,the scope of such programs, and affiliations with other hospitals or medical care providers with which the organization carries on the medical training or research programs. b Does or will the organization carryon a formal program of community,education? .. ... ... ................. .... 6b ❑Yes ❑No If"Yes,"describe such programs,including the type of programs offered,the scope of such programs, and affiliations with other hospitals or medical care providers wlth which the organization offers community education programs. Schedule B Hospitals continued 7229143 1 — FTB 3500cf 2014 Side 23 Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS-file number. C 3 8 3 0 4 2 6 Schedule_B - Hospitals(continued) 7 Does or will the organization provide office space to physicians carrying on their own medical practices?.............. 7 Dyes ❑No If Wes,"describe the criteria for determining who may use the space,explain the means used to determine that the organization is paid at least fair market value,and submit representative lease agreements. 8 Is the-board of directors comprised of a majority of individuals who are representative of the community served? ....... 8 QYes ONO Include a list of each board members name,and business,financial,or professional relationship with the hospital. Also identify each board member who Is representative of the community and describe how that individual Is a community representative. 9 Does the organization participate in any joint ventures?...... .. ... ...... ..... ..... ............... ........... 9 Dyes ONO If"Yes,"state the ownership percentage in each joint venture,list the Investment in each joint venture,describe the tax status of other participants in each joint venture(including whether they are IRC Section 501(c)(3)organizations), describe the activities of each joint venture,describe how the organization exercises control over the activities of each joint venture,and describe haw each joint venture furthers the organization's exempt purposes.Also,submit copies of all agreements. 10 Does or will the organization manage its activities or facilities through its employees or volunteers?. ... .............. 10 Dyes ❑No If"No,"attach-a-statement describing the-activities that will be managed by others,the names of the persons or organizations that manage or will manage the activities or facilities,and how these managers were or will be selected. Also,submit copies of any contracts,proposed contracts,or other agreements regarding the provision of management services for the activities or facilities.Explain how the terms of any contracts or other agreements were or will be negotiated,and explain how the organization will determine it pays no more than fair market value for services. 11 Does or will the organization offer recruitment incentives to physicians?.... ..... ..... ........... .... ........... 11 Oyes ONO If"Yes,"describe the recruitment incentives and attach copies of all written recruitment incentive policies. 12 Does or will the organization lease equipment,assets,or office space from physicians who have a financial or professional relationship with the organization?............. ................... . ... ..................... 12 ❑Yes ❑No If Wes,"explain how the organization establishes a fair market value for the lease. 13 Has the organization purchased medical practices,ambulatory surgery centers,or other business assets from physicians or other persons who have a business relationship with the organization,aside from the purchase?.......... 13 ❑Yes ❑Ne If"Yes,"submit a copy of each purchase and sales contract and describe how fair market value was determined, includingcoplesof appraisals. 14 Has the organization adopted a conflict of interest policy?.............................. .... ................. 14 Dyes ONO If"Yes,"submit a copy of the policy and explain how the policy has been adopted,such as by resolution of the governing board.If"No,"explain how the organization will avoid any conflicts of interest In business dealings. Side24 FTB3500ct 2014 —1 7229143 r- Organization Name: PS PATIENTS COLLECTIVE INC Corp Number/SOS file number: C 3 8 3 0 4 2 6 Schedule C - Credit Counseling Organizations. Complete Schedule C only if the organization answered"Yes"to Specific Section D,Question 6c or Specific Section F, Question 2. 1 Are the services tailored to the specific needs and circumstances of consumers?...... ... .................. ...... 1 ❑Yes ❑No 2 Does the organization make loans to debtors(other than loans with no fees or interest)?....... ... ................. 2 ❑Yes El No 3 Does the organization negotiate the making of loans on behalf of debtors?........ ... ....... ............... ..... 3 ❑Yes El No 4 Does theorganization provide services forthe purpose of improving a consumers credit record;credithistory, or credit rating? .... .. ... . .. ... ... ............... ....... ..................... .. ... .. .... ...... ..... 4 El Yes ❑No If"Yes,"are such services incidentaFto credit counseling? . ...... .......... .... ......... ... .. .... ...... ... .. El Yes ❑No 5 Does the organization charge any separately stated fee for services for the purpose of improving any consumer's credit record,credit history,or credit rating? .................................. ......... ........ 5 [1 Yes ❑No 6 Does the organization refuse to provide credit counseling services to a consumer due to the consumer's inability to pay, the Ineligibility of the consumerfor debt management plan enrollment,or the unwillingness of the consumer to enroll In a debt management plan?. ...... ... ......... ....................................... ......... .......... 6 ❑Yes ❑No 7 Did the organization establish and implement a fee policy that requires any fees to be reasonable and allows for a waiver of fees if the consumer is unable to pay?.... ............. ................... ... .... ..... ....... ......... 7 ❑Yes ❑No 8 Did the organization establish and implement a fee policy,that prohibits charging any fee based in whole or in part on a percentage of the consumer's debt,the consumer's payments to be made pursuant to a debt management plan, or the projected or actual savings to the consumer resulting from enrolling in a debt management plan? ... ...... ... .. 8 ❑Yes ❑No 9 At all times,is the organization's governing body controlled by persons who represent the broad interests of the public, persons having special knowledge or expertise in credit or financial education,and community leaders?.... ..... ..... 9 El Yes ❑No 10 Is 20%or less of the organization's voting power vested in persons who are employed by the organization or who will benefit financially,directly or indirectly,from the organization's activities(other than through the receipt of reasonable directors'fees or.repayment.of consumer debug creditors other.than.the.credit-counseling.organization of its-affiliates)?..to ❑Yes ONO. 11 Is 49%or less of the organization's voting power vested in persons who are employed by the organization or who will benefit financially,directly or Indirectly,from the organization's activities(other than through the receipt of reasonable directors'fees)?. ......... ..................... .............. .......... ..... ......... ... 11 CI Yes ❑No 12 Does the organization own more than 35%of a corporation,partnership,trust,or estate that is in the trade or business of lending money,repairing credit,or providing debt management plan services,payment processing,or similar services?.. 12 El Yes ONO 13 Does the organization receive any amounts for providing referrals to others for debt management plan services or pay arty amount to others for obtaining referrals of consumers?.......... ..... ............. .. ... ......... .... 13 El Yes ❑No 14 Does the organization solicit contributions from consumers during the initial counseling process or while the consumer is receiving services from the organization?............... ............ ..... .......... ........... ... ...... 14 ❑Yes ❑No 15 Do the aggregate revenues of the organization,which are from payments of creditors of consumers of the organization and which are attributable to debt management plan services,exceed bD%arRhe total revenues of the organization? .... 15 []Yes ❑No If the Transition rule in IRC Section 501(q)(2)(8)(ii)applies,please attach a statement of explanation. 16 If the organization is a credit counseling organization,did the organization receivefederal exemption under I RC Section 501(c)(4)?............. ............. .. ...... .................. ............ .. ....... 16 ❑Yes ❑No If"No,"explain. —� 7229143 �� FT83500ci 2014 Side25 The UPS Store - 95425 67-782 Hwy 111 SW4 Cathedral City, CA 92234 (160) 321-0703 10/17/15 11 :07 AM We are the one atop for all your shipping, postal and business needs. We offer all the services you need to keep your business going. li iiliillllilllliiilllllllllliiillllillllllllllllillliiilll ill Ili 001 036001 (0031 T1 $ 4.05 6.5 X 11 Copies UTY 27 Reg Unit Price $ 0. 15 002"036002 1003) T1 $ 4.00 80 X 14 Copies QTY 25 Reg Unit Price $ 0.16 003 008000 (022) TO $ 33.52 Express Mail Tracking# 9410110200882170069189 SubTotal $ 41 .57 SalesTax VI ) $ 0,73 Total $ 42.30 Debit Card $ 42.30 Receipt Tl.i 83702INSHU052868090 053 Items CSH: DERICK Iran: 4492 Reg: 001 sale Debit Entry Method: Swiped Acet Type: Checking Trace:00000001 Appr Code:010714 Retrieval #:MG0011907289 Batch #: Amount $ 42.30 Merchant Total $ 42.30 Approved Whatever your business and personal needs, we are here to serve you. UK Postal Rates Are Suhlect to Surcharge We're here to help. Join our FREE email program to receive great offers and resources, www thwincanra rnmkinnm ATTACHMENT 7 SECURITY PLAN All Applicants must submit a security plan. A security plan that includes the following: a. Security cameras that have been installed and maintained in good working condition, and used in an on-going manner with at least 240 continuous hours of digitally-recorded documentation in a format approved by the City Manager. Please provide the number of security cameras and list the areas covered by each. The areas to be covered by the security cameras include, but are not limited to (1) the storage areas (2) cultivation areas (3) all doors (4) all windows, and (5) any other areas as determined by the City Manager. b. A reliable and commercial alarm system that is operated and monitored by a lawfully-operating security company or alarm business. Please provide the name and contact information of the security camera monitoring company. C. Properly illuminated windows and doors that are in compliance with the City's lighting standards regarding fixture type, wattage, illumination levels, shielding, etc. (Applicants may be required to secure the necessary approvals and permits.) Insert behind the Attachment 7 Cover Sheet ALL of the following: ® Security Plan that meets requirements. J Valid current agreement with licensed alarm monitoring company. Page 15 PROPERTY LESSE(Indian Land PSL350BP•105) Native Development Corporation 901 Crossley Road Palm Springs,CA 92264 n n n n n n 1 1 1 n 1 n It ����IYnI11I1�/�IIInII1III1 1InIAq1II IInINIII 0 IIAnAII IInNII A1IpII tlnnIIII tlInIIIII BI1 I1 •IInIIIIII II9I1III1II=1IuIpCII �1uIk1I•7 nAYA1=�1InIIIII=a1InIIkIII � nII II C•• Carolyn Nola I II II 11 N (760)64182 n OCCUPAN T 'A Charlie KWleY P.S.Patients Collective FILM— 923 8 925 Crossley Roe d • e --. (714)587-0383 Palm Springs,CA 92264 000 Office f C.laeley@ysho.00m ENGINEER Robert J.Mainim,P.E. P.O.Box 2410 Palm Springs,CA 92263 (760)413-7127 CFax ellBreak 7psRoom R 25658 bob596@ aol.m m ASSESSOR'S PARCEL NUM BE RS 680-562-001 680-502-002 SUITE SQUARE FOOTAGES 923 1.301 So Ft 1,31 So Ft Totals 2,613 Sq Ft925g 11,312 3 3EOT LEGAL DispensaryDESCRIPTION LOT B AND,OF TRACT MA NO. 4 LEGEM PER MB 203/51,51 LOCATED IN IN THE SOUTHEAS T Y.Cultivation � OF SECTION 20,TOWNSHIP 4 SOUTH,RANGE 5 FA III ST S.B.M. •❑ Coiling Mounted Camera Only 0 • EXISTINGIPROPOSED �wag"aa"B°D • • ® GENERALPLAN20NING Existing General Ran: Neighbomoociro muntty Commercial © Motion Oetecmr sD Reception re Proposed General Ran: Same 91 Keypad P Existing Zoning: M1 I.L. ServicelMenuracWdng(SO CNEL) lilt Glees Break Sensor Proposed Zoning: Same e Door Contest Salsor • ffWIde*?irKbtCga ® SEWAGE DISPOSAL Panic ahem City of Palm Springs Sanitary Sewer System Magretic Lock Remote Door Sea,mywal Waiting FLOOD HAZARD DESIGNATION (Floor to Calling)2 x Ss®1B'O.C. The properly is shown in wl W Drywall Bum Sides ths 71 Zone X (dep of less than 1 foot) ® R Onl the FEMA Maps for the City of Palm Springs Community Panel • Numbers 06065C1&%G ated August 28,2008. MYd1 RMD AWN pl11ER My SIIE New aPtO1/s MwA r Or w ar Or F11Mat SINIM 1M£ NgNIKM MAP ors 923 and 925 CROSSLEY ROAD SARMPLAN 09UNNEXECUTIVE StCURITY SERVICE,INC. 28025 Dorothy Dr., #202, Agoura Hills, CA 91301 (818)707-4597 • 1572 S. Palm Canyon Dr., Palm Springs,CA 92262(619)320-5303 14L-eg��1��rit/' CENTRAL STATION MONITORING SERVICES AGREEMENT /r_6rlll n This Agreement is made this �'� day of olell � �� / �tB �� by and between O'Linn Security ("Company') and __ __ p/ n ('Su scriber )ydho owner of an alarm system located or to be Installed on subscn is premises af: `-°,�?q.A , J mod. � � ��� INSTALLATION ADDRESS - CITY G ZIP ("The premises'), and the parties have agreed as follows: 1. TERM. / The WOW term of the agreement shall be —::Scot months from the above date until the last day of aJc c9�l(FZ 1e c!'/ . Monitoring service shall continue on a yearly basis unless cancelled in writing by either party no less then 15 days before annual renewal date. 2. PAYMENT Subscriber agre�rrt9.pay�kmpany,in consideration of Company's performances of its obligations hereunder,a monthly pay- ment of$ 'ZZ O'e ;pre-paid quarterly, In advance. Payment is due immediately upon installation of communication equipment. Monitoring services are initiated upon final payment for installation of system and pre-payment of monitoring service charges. 3 CENTRAL STATION MONITORING SERVICES.Company agrees that the signals of the alarm system owned by Subscriber at the premises hersinabove set forth shall be monitored at a central station Communications Center('9he Center")to be selected by Company. Company shall either: (A)install or cause to be installed a communicator at Subscriber's premises for the purpose of transmitting alarm signals from Subscriber's alarm system to the Center,or(19)program or re-program Subscriber's computer pro- grammable alarm system to transmit alarm signals to the Center.Company shall make such repairs and replacements as may be ne6t>9afy for proper opaiMipn-and Maintenance otthA signal receiving equipment and communicator. Subscriber acknowledges that Company's maintenarfce obligation under this,agreament relatesd_olelyto the an sod oparAlibn of the signal receiv- ing equipment and communlostor equipment owned by Company. 4. RESPONSE TO ALARMS/POLICEIFIRE DEPARTMENT ALARMS. a. Upon mosipt of an alarm signal from Subscriber's system to the Center,Company shall,without waranty,make every reasonable effort to do the following, unless otherwise instructed by Subscriber in writing: r I. Upon receipt of a burglar alarm signal,transmit the alarm to headquarters of the public police department and if requested in writing by Subscdber notify the Subscriber of his designated representative by caging the telephone number supplied to Company in writing by Subscriber. ii. Upon ecsipt of a hold-up alarm signal, transmit the alarm to the public police department. III. Upon receipt of a fire Alarm signal,transmit the fact of the alarm to the public fire department and notify Subscriber or his designated representatives by calling the telephone number supplied to Company in writing by Subscriber. b. In the event that Subscriber owns a local alarm on the premises,Company, upon receipt of information that an audible device is sounding on the premises of Subscriber, will make reasonable effort to notify Subscriber or his designated representative by-telephone at the phone number supplied to Company in writing by Subscriber. If Subscriber cannot be reached or does not appear at the above-desoribsd premises within thirty(30)minutes from the time Company receivesinformatiori that the audi- ble device is sounding,or if Company is called upon to turn off any audible alarm at the above address at any time,Subscriber hereby authorizes and appoints Company, as its agent,to turn off said audible device and agrees to hold Company harmless and to indemnity Company from any damage, loss or liability which may result from the turning off of the alarm by Company. PLEASE DO NOT SIGN THIS AGREEMENT BEFORE YOU READ IT. You are entitled to a completed and signed copy of the Agreement which you should keep for your records and to protect your IeeggaI NHigghts.The Agreement Includes the terms and conditions on the reverse side. READ THE TERMS AND CONDO,no= ON THE REVERSE SIDE. I agree to accept all equipment on delivery and Installation As listed above. this Is our erdire Agreement,and 1 have no other understandings with your Representative. This Agreement is subject to acceptance by an officer of The Security Network at the above address. By Men rov bees y � Olinn Security/Larry Young ESTIMATE ADDRESS ESTIMATE# 1038 Charlie Kieley/ P.S. Patient DATE 1 011 6/20 1 5 Collective EXPIRATION DATE 11/03/2015 923 -925 Croosley Road Palm Springs Ca. 92264 A('TPJITY - QTY RAT€ AMOUNT SECURITY ALARM-SYSTEM INSTALL HARDWk E DSC-POWER-1832-SECURITY SYSTEM AND CONNECT TO 24HR CENTRAL STATION ADD CELLULAR COMMUNICATOR WITH REMOTE INTERACTION. INSTALL HD- 1080P DVR WITH 8TB OF STORAGE WITH OFF SITE REMOTE VIEWING. DSC 1832 1 350:00 350,00 POWERSERIES 8-32 ZONE CONTROL PANEL PC1832 Code- DSC "8 on-board zones "Expandable up to 32 hardwired zones "Expandable-up-to-32-wireless zones. "2 PGM outputs: expandable to 14 (PC5204, PC5208) "Connect up to 8 supervised keypads with keypad zones "4 partitions 72 user codes plus Master Codes "500-event buffer ACT VIT Y QTY RATE A.M('U NT DSC Aplha Keypad 3 200.00 600,00- 64-ZONE LCD FULL-MESSAGE KEYPAD PK5500 Code: DSC "8 language support "Global partition status "Full 32-character programmable labels "Modern, slim-line landscape keypad "Enlarged keypad buttons "5 programmable function keys Blueline Generation 2 PIR 2 95.W 180.00 Blueline Generation 2 FIR ?40 ft. by 40 ft. Wall-to-Walt Coverage ?Selectable 45 pound pet immunity(on or off) ?Self-locking enclosure ?Bubble level and terminal strip in base DSC-GLASSBREAK DETECTOR 2 a5.00 170.00 Clean, modern design blends with any decor Advanced signal discrimination for accurate identification ofbreaking glass Resistant to blinding by background noises Sensitivity adjustment potentiometer Anti-shock design prevents false alarms from mechanical shock MOV static/lighting protection SMD construction and integral ground shield for high RF immunity Door/Window sensors 6 60.00 360.00 Hardwire sensors Home run each sensor back to master unit. ipdatatel odma 1 175.00 175.00 Ipdatatel Information "Name:VERIZON CDMA& IP COMM "Description:Coma Cell & Broadband Communicator "Category:I P/Wi-Fi Alarm Communicators Communication Equip &Accessories "UPC Code:852218003164 (remote interaction with smart devices) HOLD-UP BUTTONS 4 50.00 200.00 HARDWIRE BUTTONS SINGLE ACTION SILENT PANIC ALERTS ACTIVITY iJ i'r RATE AMOUNT MAGLOCK 1- 625:00- 62500- Innovative remote release mag-kit ******INSTALL SECURITY CAMERA SYSTEM ******* HIKVISION HD-TVI TRIBRID DVR 24 1 1,499.00 1,499.,00 HIKVISION HD-TVI TRIBRID DVR 24CH [DS-7324HGHI-SH] (8TB STORAGE ) 16 CH Power Supply_Box 2 275.00 550:00 12V DC, 16CH " PTG Fuse " 20Amps Power Box " Fuse Rating: 1.1 Amp " 11 OV AC input " Power on/off switch " LED indicator for each channel " surge protected " Regulated and filtered HD-TVI 1080p Fixed Camera White 20 265.00 5,300.00 1/2.8" Mega Pixel Sensor, TVI 1080P High Definition ?3.6-mm-MegalTizel-Lens ?Weather-proof Housing IP 66 ?Support UTG Funcbon,960H GVBS output ?24pcs IR Leds, 15m IR Distance insignia 24 1 175.00 175.00 Insignia" -24" Class.(24" Diag.) -LED- 1080p - HDTV- Black Model: NS-241351 ONA15 SKU: 2799034 1080p resolution "60Hz refresh rate "ENERGY STAR Certified Remote Configuration 1 0.00 0.00 Ethernet Connection/Remote Configuration via PC/Moblie TOTAL $10,194.00 ATTACHMENT 8 SITE PHOTOGRAPHS All Applicants must submit photographs of the existing site that show the front, back and sides of the building, lighting, parking, etc. Insert behind the Attachment 8 Cover Sheet ALL of the following: Photos of front of building. Photos of rear of building. Photos of sides of building. Photos of exterior lighting. ® Photos of parking. Page 16 �y F ry a n v PL AIM 07 sWARe z Y .q.. Y- �.♦ H dI dN J t f Zb S h r`t m • l t' 3 { it f V 4 � � w ' Uwe- Awl, �,f• Y t 1 a.- � '►��II� ��I it �.� �.,. . fit 3 ;IL s x 1j tr � �4 s 1� Y: i • - a ;• ; fit' �{' Y Phu i-MINF, n r n k �11tl. 4 �. _ r ` r r +4 b Y eea IV r wr i '77 r 4 t r . Jvp • y I it �` .._ t _ • _ ._... _- .. -_ x M Aws w 1 - 31BISS3��V Nqh Y � ' � 9NiH21tld - b- e s e 1. do ar dip 73 Y �� Y '� r + do 1p s ATTACHMENT 9 SITE AND FLOOR PLANS All Applicants must submit on one sheet of white paper no less than 11 X 17 inches and no larger than 24 X 36 inches an accurate detailed site plan and floor plan of the premises that clearly labels all the uses of areas on the premises, including: 1) doors; 2) entrances; 3) windows; 4) use of each area including 5) storage area(s), 6) cultivation area(s), 7) exterior lighting fixtures, 8) security cameras, 9) restrooms, 10) signage and 11) parking (including other tenant spaces if the MCCC is proposed for a multi-tenant building site). The project shall be required to provide secure bicycle parking facilities on site for use by residents and commercial/retail patrons and owners. Location and design shall be approved by the Director of Planning. Insert behind the Attachment 9 Cover Sheet the following: Site Plan. Ly Floor Plan. C�5 Bicycle parking facilities. Page 17 � �_..__ iiiillliulliiiill�+�limumlmilllliluummuulli _ . lullllllllluullllllulllilil -_ __--- ���:;. m •�„'II \= ' 84�X0§5 II 1 IIIIIIIIIIIIIIIIII _ '�'v'�"�'�'� ire=_�� ��� �►�ivi'..vi�iv ��� —=�J ,4 �;p�Q;•�;�;� ` �, �IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII; ----- ~ �OOi!»O� ® �Oi'0�►�ic��a%^es9 • • - - � �/ an Pa- SOR'S BOOR, RON /r•: • ICI ���� ggr ��V���� ...... 'U. ,/1?' '/f`• 9r?-� lr?- '/r.. H PROPERTY LESSE(Indian Land PSL-350/BP-105) Native Development Corporation 901 Crossley Road Palm Springs,CA 92264 n n n n It n n It n It If n n n If n n n Carolyn Noia II II II II II II II II II It II II II II II II (760)641-8220 II II II II II II II II II II II II II II 11 II II II II II II II II II II II II II II II II II II II II OCCUPANT II II II II II II II II II II II 11 II II II II 11 11 11 II II II II II II If II II II II II II II 11 11 Charlie Kleley II II II_II II_II II II II_II II I II II II 11 P.S.Patients Collective � 923 8 925 Crossley Road Palm Springs,CA 92264 (714)587-0383 PgSt<o°m OfficeV10 C.Kieley@yahoo.comENGINEER B Robert J.Maimem,P.E. P.O.Box 2410 Palm Springs,CA 92263 Break (760)413-7127 Cell (760)992-0702 Fax RoomRICE 25658 psbob596@aol.com ASSESSOR'S PARCEL NUMBERS 680-562-001 680-562-002 SUITE SQUARE FOOTAGES 923 Tot 923 1.301 Sq Ft 925 L a) Tot 11 Sq Ft a N Totals 2,613 Sq Ft 1912S FT 1301SO FT LEGAL DESCRIPTION o Dispensary LOTS 6 AND 7 OF TRACT MAP NO.23764 Cultivation U PER MB 203151-51 LOCATED IN THE SOUTHEAST Y Lowered Counter Area OF SECTION 20.TOWNSHIP 4 SOUTH,RANGE 5 EAST S.B.M. Only For Handicap Access EXISTING/PROPOSED GENERAL PLANIZONING Existing General Plan: Neighborhood/Community Commercial ReeentlOfl Proposed General Plan: Same M Existing Zoning: M1 I.L. Service/Manufacturing(60 CNEL) Proposed Zoning: Same a' cwdewadew71 SEWAGE DISPOSAL O� City of Palm Springs Sanitary Sewer System Waiting FLOOD HAZARD DESIGNATION Security Wall Room The property is shown t BCNO l 1''8 (Floor to Ceiling) Zone X (depths of less than 1 fool) 2z4§@t6'D.C. the FEMA Maps for the City of w/5 Drywall Both Sides Palm Springs Community Panel 21' 20.5' Numbers 06065C1586 G Wed August 28.2008. RIl1oN ROM SUNNY M1 ROAD SUE w 8 INDhW SPAINO ROM FRANK SINATRA DIM VICINITY MAP NM 923 and 925 CROSSLEY ROAD FLOOR PAN ATTACHMENT 10 ADDITIONAL MATERIALS List and insert behind the Attachment 10 Cover Sheet any additional materials you would like to submit with your application to be considered by the City Council and City Staff. List of Additional Materials: PS Patients Collective is honored to submit the following letters of recommendation from some of the most prominent members of our community. Attached you will find the following letters: 1. Mark Moran - Former Palm Springs police officer andformer executive director of the Palm Springs senior center- now known as the Mizell Senior Center- 760-325-9091 2. Mark Matthews - President of Wiefels and Son and secretary/treasurer of Desert Healthcare district- 760-320-6995 3. Arlene Rosenthal - Over the last 30+ years Arlene has been a positive and productive member of our community through her involvement with many organizations - 760-323-8353 4. Patrick Jordan - Local real estate broker involved with numerous large philanthropic organizations - 760-325-9091 5. Dr. Tracy Conrad - Local emergency physician, COO of Smoke Tree Ranch, formerly served on the Palm Springs planning commission and the Historic Site Preservation board - 760-408-3165 Page 18 Mark S. Moran & Associates p.0. Bnx 1305-La Qtiinta-California-92247 51-910 Avenida Navarro-La Qu111ts-Cali1ornia-92253 (760) 805-1602 (760) 564-376:L mnu 1;1[11@dC.rr.Cnm October 16, 2015 To Whom It May Concern: I am writing this letter as a recommendation to the application made by Charles Kieley and on behalf of the Palm Springs Patient's Collective,who is pursuing the sixth license in the City of Palm Springs. I was raised in Palm Springs and have held various positions in the City with the most recent in 1981 when I was the Executive Director of the Palm Springs Senior Center prior to it's move to Sunrise and Ramon. Prior to that I was a Police Officer in Palm Springs from 1972 to 1978. Having been raised in Palm Springs I very familiar with the applicant Charles Kieley having known him,his father and family since 1961. The young man in question is of good character and has been a part of our community since he was a boy. One of the nice things about giving a recommendation to someone who grew up in Palm Springs is the fact that this young man has a sensitivity to our community that is solid in it's support of our Tourism and local economy. Medical Marijuana brought comfort and assistance to my wife Lucia Moran who passed four years ago from complication's from a long term illness. I was, as her caregiver,able to eliminate the use of Vicodin,which was further destroying her vital organs and replaced it with Medical Marijuana. What happened to her changed forever my reluctance to use a drug that I arrested people for in the 1970s. It is without hesitation that I support and recommend Charles Kieley and his effort to provide quality products that will help to save lives. In addition,it is refreshing that a"local boys'is behind this,someone who understands Palm Springs and it's growing need to provide patients with an herb that has been around for 10,000 years. Please consider his application as a young man from our community who is in a position to give back to that community in a positive way. If you have any further questions about Mr.Kieley please don't hesitate to contact me. S rey, n� v�Z ark Moran � Z Mark J. Matthews ICREM8@AOL.COM 760-320-6995—Home 760-831-5945—Cell October 16, 2015 Hon. Mayor Steve Pougnet Hon. Mayor Pro Tem Paul Lewin Hon. Councilmember Ginny Foat Hon. Councilmember Rick Hutcheson Hon. Councilmember Chris Mills City of Palm Springs 3200 E Tahquitz Canyon Way Palm Springs, CA 92264 Mayor Pougnet and members of the City Council: I am writing this letter in support of Charlie Kieley who is an applicant for a Medical Marijuana Dispensary within the city of Palm Springs. My family and I have known Mr. Kieley's historic Palm Springs family for generations. Since his childhood I have known Charlie Kieley as fine man. As an adult he is a gifted landscape designer,but has also been a horticulturalist,rancher, farmer and contractor who has worked extensively with all manner of plants and livestock. Most importantly, Charlie Kieley has given back his talented skills and personal kindness to the communities, large and small, that he has lived in. He is fair minded and a problem solver. He is a good person and can be trusted with the responsibility to operate a business of this sort. Please let me know if you need additional information regarding this matter or would care to speak with me personally about Mr. Charlie Kieley. Sincerely, Mark Matthews Secretary-Treasurer Desert Healthcare District 1745 Pinnacle Point Palm Springs,CA 92264 �3 October 16, 2015 To: Palm Springs City Council, Mayor and Councilmembers Dear Mayor and Council: I am not a Palm Springs voter, but I have spent the last twenty five years involved with your City, in various roles and with many responsibilities. I have been in the Desert community since 1973 and have seen much and met many throughout all these years. My experience has helped me know who is sincere, who is real,who is just, and who has the goodwill to be involved in a productive and positive way in their City. Of course I have erred a few times, but overall my track record is pretty good. Saying that, I would like to get to my point, which is about your licensing of the next marijuana collective within Palm Springs City confines. I feel I am experienced in this area to comment, considering I work with many who have the need for medical marijuana,and have seen other collectives and how they operate. And, of course in the 60's I could name all the types of marijuana to be had, but that was then. Now, medical marijuana is helping so many people in so many ways, physically,with terminal illnesses, mentally. It takes qualified people, dedicate to helping others, knowing how to run a clinic,a business,and how to handle people, and people in need. I have known the Kieley family for many years, and I know Charlie Kieley well. He is a young sincere man who is applying for this license from the City. He is passionate about what he wants to do and making money is not his ultimate goal. He is eager to make sure those in need have equal access to medical marijuana, and wants to provide community service and funding to non-profit organizations from revenue his collective would receive. I am writing this letter as an individual but can attest to what type of beautiful thing he would be offering if the Well in the Desert were to be one of the organizations to benefit from his largesse. I would highly recommend that you license the Palm Springs Patients Collective and Charlie Kieley. I think he will make Palm Springs proud. Sincerely, Arle4i& Arlene Rosenthal �+11 1 .�• .� r .�: it � f ! I � ^,at °• � 1 �I.�1ldi lf' r.,x'f, Stilt( -i I P.ii- -,, Lforria 322/4 e-l-S.mm th October 1b , 2015 To Whom It May Concern: My name is Patrick Jordan and I am a local real estate broker here in Palm Springs. In addition to serving on the board of a large philanthropic organization I am also involved with a number of other local organizations that I support on an annual basis. Charles Kieley and the Kieley family have made a significant impact on our community through several generations. Their pioneering spirit is what helped found this community and make it what it is today. Charles Kieley brings vast qualified experience to the cannabis cultivation and horticulture operation. In addition the P.S. Patients collective has pledged contributions to the community on a number of different levels, besides helping patients that the collective will serve. It is important to recognize those operations that are licensed operations within the City of Palm Springs and that make a commitment to give back directly to our community. All of these factors and the pioneering sport that is brought to the table make this a dorsement easily given and one that I have not given to any others. S� ly, Patrick V. Jordan Patrick Stewart P rties Broker Associate Dear Mayor and Council, It is with great pleasure that I write to commend to you P.S. Patients Collective for consideration for a Medical Cannabis License in the City of Palm Springs. As a physician I have always been interested in Alternative and Integrative Medicine. Cannabis has a wide variety of therapeutic applications but requires medicinal-grade products and a scientific understanding of which and how to use them. I believe that Palm Springs deserves facilities that can professionally serve the needs of patients with the highest quality-controlled products, free of pesticides and other contaminates. This is vitally important when using THC and CBD notjust for palliative measures but for therapeutic modalities. This year I understood that in a most personal and profound way, when my husband was diagnosed with a rare and very aggressive cancer. After exhaustive research of the medical literature and available options, we chose to go to Los Angeles in order to procure the quality THC and CBD with terpenoids required for his treatment. Had there been comparable medicinals available in Palm Springs it would have spared us this commute. It is paramount that in choosing a licensee, the Council select a professionally-managed and experienced organic grower. This requires the proper extraction machinery, as well as the technical growing infrastructure, and spectroscopy testing to ensure patients know exactly what they are administering to themselves. The City Council has been on the cutting edge of crafting an ordinance that aims to provide for citizens in these respects, and as a citizen, I am profoundly grateful for this forwarding-thinking. I believe that P.S. Patients Collective presents the best possibility for the citizens of Palm Springs. Charles Kieley has deep roots in the community. His great-grandmother was its foremost citizen and her endeavors here founded our town and quite literally, put it on the map. She is venerated by historians and business people alike. With this perspective, and extensive horticultural knowledge and business acumen, he and the P.S. Patients Collective will serve our community and integrate into it seamlessly. Thank you for your consideration of P.S. Patients Collective. Sincerely, Tracy Conrad, M.D.