HomeMy WebLinkAboutCUP 2024-0008; PICKLEBALL CUP; Conditional Use Permit (CUP)Docusign Envelope 10: 05O23EA0-167~3E7-r -"'B-EEE0F8O9E314
Develooment Services 'li"' ~ City of
Carlsbad
AUTHORIZATION, CONSENT, AND
DISCLOSURE STATEMEN TYO
Planning Division
CARLSB '65 FaradavAvenue
442-339-2600
P-1(A) SEP 1 g 2024 www.earlsbadca.gov
-.!.. II II II I e ~
=, APPLICATION AND ACKNOWLEDGEMENT INFORMATION
This submittal form (Port A through Port F) must be completed as port of your application with the City
of Carlsbad. Your project cannot be reviewed until this Information is completed.
PART A. Ow ner Authorization and Consent
NOTE: This Consent and Disclosure Form must list the name of the prlndpol owners (1096 or greater} and
attach a copy of the current corporate articles, partnership agreement, or trust document, as oppllcab/e.
Provide nome(s) of the person(s} authorized to sign on behalf of the organization. (A separate page may
be attached I/ necessary.) IF NO INDIVIDUALS OWN MORE THAN 10% OF THE SHARES, PLEASE INDICATE
NOT-APPLICABLE (N/A} IN THE SPACE BELOW.
This Is to certify under penaltv of perjury that the undersigned is/are the record owner(s) of the
property known as:
As sessor's Map Book, Page and Parcel (APN/APNs): 21 3-261 -25·00 ----------------
______________________________ ;and
Street Address (If applicable): 6131 Innovation Way, Carlsbad San Diego , CA 92009 (Su jte 100)
that I/we (full legal name of all record owners) consent to the flllng of the Land Use Review Application
on our property for processing by the City of Carlsbad Planning Division. I/We dedare under penalty of
perjury that I/we have reviewed this Affidavit and the Information Is true and correct.
Rexford Industrial Realty , L.P., a Maryland limited partnership
1. Name: __________ Signature: ___________ _
2.
By: Rexfor1i~dustrial Realty, Inc. a Maryland corporation, Its General Partner
Signature: P c/........one--
David Lanzer, General Counsel . . Phone Number: __________ Email: Dlanzer@rexfordmdustnal.com
310-966-1680 abusalacch1@ rexfordmdustria l.com
Contact Address: 1620 i shire B levard 10th Floor Los An les CA 0025
Name: __________ Signature: ___________ _
Phone Number: __________ Email: _________ _
Contact Address: ____________________ _
NOTE: For additional names, please use a separate sheet of paper.
Page 1 of6
P-1(A) Form Rev 412024
Docusign Envelope ID: O5O23EA0-167B"'43E7-!t -"'3--EEE0F8O9E31◄
IMPORTANT: A Grant Deed is required if the ownership does not match city records. Ownership on the
deed must correspond exactly with the ownership listed, If the owner noted on the Grant Deed does not
match the person signing as Property Owner, provide paperwork documenting the person signing is
authorized to sign as a Property Owner.
Whenever any excavation, fill, or other project-related improvement requires entry onto adjacent
property for any reason, the Land Use Review Application shall include the written consent or legal
easements or other property rights of the adjacent property owner or their authorized representative,
and shall include such consent with the application package. The application will not be deemed
complete unless and until all necessary consent documents are so flied. The consent shall be In a form
acceptable to the City Planner. If the proposed improvements on the adjacent property change the
nature of the property's development rights (or Implied bundle of rights), the city might require
recordatlon of a Covenant and Agreement for Offslte Improvements and Release of Liability as a
condition of project approval.
Does the project's limits of disturbance encroach on property not owned by the Property Owner?
D Yes 121 No If yes, attach adjacent owner authorization.
PART B. Owner Declarations (to be signed by Property Owner)
I/We hereby certify that I/we have read the information below and that:
1. I/We understand that it is the responsibility of the Applicant to substantiate the request through
the requirements of the application.
2. I/We understand that If there Is a zoning violation on the property, application review may be
delayed. Any unpennltted structures or uses must either be removed or legalized at part of this
application.
3. I/We understand that if this application is approved, I/we may be required to record a covenant
with the County Recorder's Office, the form and content that is satisfactory to the City and Its
City Attorney, to notify future owners of the proj ct approval and restrictions.
4. If this Land Use Review Application Is approved or conditionally approved, I/we hereby certify
that I/we wlll comply with all conditions attached to the approval action. I/We understand that
the failure to comply with any conditions shall constitute grounds for the revocation or
modification of the approval, permit, or other authorizations provided.
5. Prior to any use of the project site pursuant to the permit issued, all conditions of approval (if
any) will be completed or secured In the manner as stated or required.
Rexford Industria l Realty, LP., a Maryland limited partnership
Property Owner Slgnature(s): By: Rex:f-OFc:t lnaustFial Realty Inc., a Maryland coFporation
1'~ ~ Its General Partner s 13 2024 1 2 56 PM PDT Name(s): ___ P'_~_----_ (!,---------------Date: ep ' :
David Lanzer, General Counsel
Page 2 of 6
P-1(A) Form Rev ◄12024
Docusign Envelope ID: D5D23EA0-1678-43E7-P~<18-EEEOF8D9E314
PART C. Project Team Information (complete all applicable fields)
Applicant: □ Same as Owner '21 Different from Owner
Name (if different from Owner): _P_a_u_l_D_a_n ___________________ _
Company or Firm: _H_WL __________________________ _
Phone Number: 760-929-2288 Email: pdan@hwl-pe.com
Contact Address: 2888 Loker E, STE 217 City: Carlsbad State: CA Zip Code: 92010
Agent or Representative: 121 Same as Applicant D Different from Applicant ON/A
Name (if different from Applicant): _____________________ _
Company or Firm: ___________________________ _
Phone Number: ___________ Email: _______________ _
Contact Address: __________ City: _____ State: __ Zip Code: ___ _
Other (specify Architect, Engineer, CEQA Consultant, etc.): ______________ _
Name: ______________________________ _
Company or Firm: ___________________________ _
Phone Number: ___________ Email: _______________ _
Contact Address: __________ City: _____ State: __ Zip Code: ___ _
NOTE: A Letter of Authorization (LOA} from the Property Owner empowering a person or persons to act
on the behalf of the Property, Is required ff anyone other than the Property Owner sfgns the Land Use
Review Application as the App/leant or Agent. The authorized person (App/leant or Agent) on the LOA
must correspond with the name and signature, above.
PART D. Single "Point of Contact" Designation
A single "point of contact" is on individual that handles all communications with the city and its review
team for the purposes of sending and receiving application materials, Information, reports, etc. The
point of contact is to be the single Individual elected on the Land Use Review Appl/cation form for all
communications and to remain as the primary contact for all status updates relating to the Land Use
Review Application.
Single Point of Contact: 0 Applicant D Property Owner D Agent D Other _______ _
Page 3 of6
P-1(A) Form Rev -412024
Docusign Envelope ID: D5D23EA0-167B-43E7-!' 9-EEE0F8D9E314
PART E. Contribution Disclosure
Has the Property Owner, Applicant, or Agent had more than $900 worth of business transacted with any
member of city staff, Boards, Commissions, Committees and/or Council within the past 12 months?
D Yes 0 No If yes, indicate person(s): __________________ _
NOTE: Attach additional sheets if necessary.
PART F. Applicant Declarations (to be signed by Applicant)
I hereby certify that I have read the infonnation below and that:
1. I have carefully reviewed and prepared the application and plans in accordance with the
instructions.
2. I understand that the specific information needed to initiate planning case processing
corresponds to those items listed in the application form's "Minimum Submittal Intake
Requirements Checklist.• I also understand that even if the application is duly filed and
accepted for Intake processing, each application submitted to the Planning Division Is
required to have specified information Included in the application packet before it is
determined to be complete. The specific information to determine completeness Is in
"Completeness Determination Requirements Checklist.•
3. The Planning Division has developed policies to help ensure that discretionary permit
applications are timely processed. The Permit Streamlining Act shot clock starts on the intake
date the Planning staff accepts a duly flied application.
4. I understand that once an application is determined to be complete, project or design changes
that will increase the number of units, add uses that were not previously listed, substantially
change the site plan, or other changes that trigger the need for additional discretionary
approvals will require a new application, or the filing of other application permit types, which
would restart the review "clock" and extend processing timelines.
5. I understand that upon city review, additional information, documents, reports, entitlements
and fees might be required, Including any referral fees. I understand that all fees and deposits
submitted with this application will be refunded only as provided for by the ordinances,
regulations, or policies in effect at the time of the application submittal.
6. I certify that the description of the development and all the plans and supporting
documentation are accurate In all material respects as of the date when made. I understand
that it is my responsibility to ensure that statements and representations are not misleading.
Furthermore, I agree to promptly remove, correct, or add Information as needed to correct any
misleading or materially Inaccurate Information. I understand that any misstatement or
omission of the requested information or of any Information subsequently requested might be
Page4 of6
P-1 (A) Form Rev 412024
Docusign Envelope ID: D5D23EA0-1678-43E7-"1-EEE0F8D9E314
grounds for rejecting the appllcation, deeming the application incomplete, denying the
application, suspending or revoking a permit issued on the basis of these or subsequent
representations, or for the seeking of such other and further relief as deemed appropriate by
the City of Carlsbad.
7. If discrepancies exist between the architectural plans and the structural plans, the architectural
plans shall take precedence. Ultimately, the scope of work, as described on the permit that
authorizes construction, takes precedence over the plans. If there is a discrepancy between the
plans and the description on the permit, the permit governs.
8. I understand that all materials submitted in connection with this application might become
public record subject to inspection and copying by the public. I acknowledge and understand
that the public might inspect and copy these materials and that some or all of the materials
might be posted on the city website or elsewhere online, outside of the city's control.
9. I understand there are no assurances at any time, implicitly or otheiwlse, whether provided to
me in writing or by oral communications regarding fina l staff recommendations to the decision-
making body about this application or the determination of any decision-making body.
10. I understand that the overall design process consists of several steps, each with increasingly
more detail. The planning phase is one of the first steps in the design process. A Land Use
Review Application (or "planning application") consists only of a schematic design package. If
the project is approved or conditionally approved, the schematic design phase is immediately
followed by a design development phase (with construction drawings). Construction drawings,
such grading and drainage plans, are much more comprehensive and provide additional detail,
specificity, and instructions on how to build and implement the project.
Review comments, statements, or approvals from the City of Carlsbad concerning a Land Use
Review Application are based on the representations of the intent of design and construction.
City comments and statements are believed to be accurate; however, such accuracy is not
guaranteed when implementing the Intended design solution. I understand that the approval or
conditional approval of a land Use Review Application does not replace the more thorough
review of the construction drawings by the city or another agency during the design
development phase; or services or recommendations provided by design professionals, such as
architects, engineers, code profess ionals, etc. Furthermore, the approval or conditional approval
of a Land Use Review Application does not relieve the Applicant of the obligation from
complying with all applicable regulations, standards, policies, and guidelines applicable to the
design development phase. Therefore, the ultimate design solutions required in construction
drawings may differ from the project's initial schematic design.
The approved plan set of project drawings, civil plans/grading, sections, site plans, floor plans,
architectural elevations, and landscape plans shall not be altered without express authorization
by the City Planner. Once a permit has been issued, the Applicant may request permit
modifications. "Minor" modifications might be granted if found by the City Planner to be in
substantial conformity with the approved plan set, including all exhibits and permit conditions.
Page S of 6
P-1(A) Fonn Rev 412024
1,
Docuslgn Envelope ID: D5D23EA0-167B-43E7-" -1-EEE0F8D9E314
Modifications beyond the scope described In the approved plan set might require submittal of
an amendment to the permit and approval by the authorized review body.
11. Should any proponent of the project fall to file a timely and valid appeal of the permit within the
applicable appeal period, such inaction shall be deemed to constitute acceptance of the permit
by the Applicant; and agreement by the Applicant to be bound by, to comply with, and to do all
things required of or by the Applicant pursuant to all of the terms, provisions, and conditions of
the issued permit or other approval.
12. As part of this application, the Applicant hereby agrees to defend, Indemnify, and hold harmless
the Oty of Carlsbad, Its Council, boards and commissions, officers, employees, volunteers, and
agents from any claim, action, or proceeding against the City of Carlsbad, Its Council, boards and
commissions, officers, employees, volunteers and agents, to attack, set aside, void or annul an
approval of _the application or related decision, including environmental documents, or to
challenge a denial of the application or related decisions. This indemnification shall include, but
not be limited to, damages awarded against the city, if any, costs of suit, attorneys' fees, and
other expenses incurred in connection with such claim, action, causes of action, suit or
proceeding whether Incurred by Applicant, city, and/or the parties initiating or bringing such
proceeding. The Applicant shall indemnify the city for all of the city's costs, attorneys' fees, and
damages that the city Incurs in enforcing the indemnification provisions set forth herein. The
Applicant shall pay to the city upon demand any amount owed to the city pursuant to the
Indemnification requirements prescribed.
By signing below, I acknowledge that I have completely read, understand, and agree to the declarations
above and accept all terms s~. -,
Applicant Signature: __ ~--4.---~----------------------
Name: _]3_.__~--'---L_,,~..___..,__. __________ Date: ~ '71. • 2-L{
This form must be stapled/attached to the application and shall be effective until replaced or
revoked in writing.
Page 6 of6
P-1(A) Fonn Rev4/2024
I •
Docusign Envelope iD: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
Rexford
Industrial
REXFORD INDUSTRIAL REALTY
STANDARD INDUSTRIAL
MULTI-TENANT LEASE-NET
This Lease ("Lease"), dated September 11, 2024, is made by and between Rexford Industrial Realty, L.P ., a Maryland limited partnership
("Landlord") and the Tenant named below (collectively the "Parties," or individually a "Party").
1.
A.
8.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
BASIC LEASE PROVISIONS
Tenant:
Premises:
Parking Spaces:
Commencement Date:
Lease Term:
Security Deposit:
Base Rent:
Tenant's Share:
Current estimate of
Tenant's Share of
estimated monthly
Operating Expenses
(estimate only and subject
to adjustment based on
actual costs and expenses
according to the
provisions of this Lease)
Base Rent and other
Monies Due Upon
Execution by Cashier's
Check (and delivery of
Letter of Credit):
Early Possession Date
(if applicable):
Permitted Use:
Broker(s):
Guarantor:
Rally House Pickleball, LLC, a California limited liability company
An approximately 32,441 rentable square foot portion of the building located at the street
address of 6131 Innovation Way, Suite 100, located in the City of Carlsbad, County of San
Diego, State of California, with zip code 92009, as shown on Exhibit "A" attached hereto
("Premises"). In addition to Tenant's rights to use and occupy the Premises as hereinafter
specified, Tenant shall have non-exclusive rights to any Common Areas (as defined in Section
3.A. below) of the building containing the Premises ("Building") 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 here in collectively referred to as the
'1Project."
Eighty -Seven (87) unreserved vehicle parking spaces.
November 1 , 2024
Seventy-Five (75) full calendar months following the Commencement Date and ending on 't
January 31, 2031 ("Expiration Date").
$550,000.00, which shall be held in the Form of a Letter of Credit, pursuant to the terms of
Section 5 below.
From To
November 1, 2024 October 31, 2025 ."
Nov.ember 01, 2025 October 31, 2026
November 01, 2026 October 31, 2027
November 01, 2027 October 31, 2028
November 01, 2028 October 31, 2029
November 01, 2029 January 31, 2031
*Subiect to Base Rent Credit as set forth In Section 4.D. below.
28.26% of the Project
Base Rent
$48,661.50*
$50,607.96
$52,632.28
$54,737.57
$56,927.07
$59,204.15
$13,710.08 (which is comprised of: (i) Common Area maintenance costs, estimated to be
$5,093.91 per month; (ii) Premises Insurance cost, estimated to be $1,301.82 per month; and
(iii) Real Property Taxes, estimated to be $7,314.35 per month.)
Base Rent (11/01/2024 -11/30/2024) $48,661.50
Security Deposit as a Letter of Credit $550,000.00
Estimated Operating Expenses $13,710.08
(11/01/2024 -11/30/2024)
Total Amount Due on Lease Execution $612,371.58
None
Pickleball club, and related retail shop, offering beer and/or wine, and other related legal uses
incidental thereto, subject to Legal Requirements. Tenant's Permitted Use shall remain within
the Premises at all times.
Jones Lang LaSalle representing Landlord ("Landlord's Broker'').
Cresa representing Tenant ("Tenant's Broker'').
None
CITY 6F CARLSBAD
Page 1 of 23 JAN 3 0 2025
PLANNING Dl\/:SlO,\J
fltf;
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
0. Exhibits:
P. Addenda:
Exhibit "fl!' -Site Plan Depicting the Premises and Project; Exhibit "B" -Rules and Regulations;
Exhibit "C" -Tenant Contact Information Form; Exhibit "D" -Form of Letter of Credit
Option To Extend; Move-In/Move-Out Checklist
2. Granting and Acceptance of Premises.
A. Grant of Premises and Term. In consideration of the obligation ofTenant to pay Rent as herein provided and in consideration of the
other terms. covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the
Lease Term, subject to the terms, covenants and conditions of this Lease. Base Rent set forth in this Lease is not subject to adjustment should the actual
size of the Premises be determined to be different than the approximate size described in the Basic Lease provisions. In the event that the size of the
Premises and/or the Project are modified during the Lease Term, Landlord may recalculate Tenant's Share to reflect such modification.
B. Condition. Tenant shall accept the Premises in its condition as of the Commencement Date, AS-IS AND WITH ALL ITS FAULTS,
subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability
of the Premises for the conduct of Tenant's business, and Tenant waives any implied warranty that the Premises are suitable for Tenant's intended
purposes. In no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. Tenant is advised to verify the actual
size prior to executing this Lease. Tenant acknowledges that it has had the opportunity to inspect the suitability of the Premises for Tenant's intended use
(including but not limited to the electrical, the heating, ventilating and air conditioning systems ("HVAC") and fire sprinkler systems, security, environmental
aspects, and compliance with any building codes, applicable laws, covenants or restrictions of record, regulations, ordinances, and Environmental
Requirements (defined below) ("Legal Requirements"), including the Americans with Disabilities Act), and to measure the Premises. NOTE: Tenant is
responsible for determining whether or not the Legal Requirements, and, including, without limitation, the zoning, are appropriate for Tenant's
intended use, and acknowledges that past uses of the Premises may no longer be allowed. Tenant represents and warrants that it has obtained (or
will obtain prior to taking possession of the Premises) all required occupancy permits from the applicable municipality and other agencies having jurisdiction
over the Premises, if necessary. However, Tenant shall not apply for any change of use from what is permitted under the current Certificate of Occupancy
or engage in any activities that would require an application for a change of use to be submitted without the express prior written approval of Landlord, in
Landlord's sole discretion, at all times during Tenant's occupancy of the Premises. The taking of possession of the Premises shall be conclusive evidence
that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord's
responsibility under Section 7 .B. and any punchlist items agreed to in writing by Landlord and Tenant. No later than 1 O days after written demand is made
therefor by Landlord of Tenant, Tenant shall execute and deliver to Landlord a Tenant Contact Information Sheet in the form of Exhibit "C", each as
attached to and hereby made a part of this Lease. Landlord shall deliver the Premises contained within the Building to Tenant broom clean and free of
debris on the Commencement Date or any Early Possession Date, whichever first occurs. Except as otherwise disclosed to Tenant in writing and so long
as the required service contracts described in Section 7.A(2) below are obtained by Tenant and in effect within 30 days following the Commencement
Date, Landlord warrants (i) the HVAC serving the office portion of the Premises only, for a period of 6 months following the Commencement Date, and (ii)
the existing electrical, plumbing, fire sprinkler, lighting, loading doors, sump pumps, if any, and all other such Building systems serving the Premises for a
period of 6 months; provided, however, that such warranty shall not be effective for any maintenance, repairs or replacements necessitated due to the
misuse of, or damage caused by, Tenant, its employees, contractors, agents, subtenants, or invitees. Landlord does not warranty any existing HVAC or
cooling systems at the Premises, Building or Project other than what is intended to exclusively serve the applicable office portion of the Premises. !!Tenant
does not give Landlord the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be
the obligation of Tenant at Tenant's sole cost and expense. No person acting on behalf of Landlord is authorized to make, and Tenant acknowledges and
agrees that Landlord has not made and specifically negates and disclaims, any representations, warranties, promises, covenants, agreements or
guaranties of any kind or cl;laracter whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to
the Premises, except as e,cpressly set forth herein.
C. Compliance. Except as provided in Section 7.8. below, in no event shall Landlord have any obligation for any defects in the Premises
or any limitation on its use. If the Legal Requirements are hereafter changed so as to require during the term of this Lease the co~truction of an addition
to or an alteration of the Premises and/or Building, the remediation of any Hazardous Material, or other physical modification 'of the Premises and/or
Building ("Capital Expenditure"), Landlord and Tenant shall allocate the cost of such work as follows:
( 1) Subject to subsection 3 below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises
by Tenant as compared with uses by tenants in general, Tenant shall be fully responsible for the cost thereof.
(2) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Tenant (such as, governmentally
mandated seismic modifications), then Landlord shall pay for such Capital Expenditure and Tenant shall only be obligated to pay, each month during the
remainder of the term of this Lease (including any extensions or renewals thereof), on the date on which the Base Rent is due, an amount equal to 11144th
of the portion of such costs reasonably attributable to the Premises. Tenant shall pay interest of ten percent (10%) per annum on the unamortized 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 Landlord reasonably
determines that it is not economically feasible or is commercially impracticable to pay its share thereof, Landlord shall have the option to terminate this
Lease upon 90 days prior written notice to Tenant unless Tenant notifies Landlord, in writing, within 10 days after receipt of Landlord's termination notice
that Tenant will pay for the entire cost of such Capital Expenditure in immediately available funds.
(3) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected,
and new Legal Requirements. If the Capital Expenditures are instead triggered by Tenant as a result of an actual or proposed change in use, change in
intensity of use, or modification to the Premises then Tenant 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) following Landlord's written demand, complete such
Capital Expenditure at its own expense. Tenant shall not have any right to terminate this Lease in accordance with this Section.
D. Tenant as Prior Owner/Occupant. Intentionally omitted.
E. Early Possession. Any provision herein granting Tenant Early Possession of the Premises is subject to and conditioned upon (i)
the Premises being available for such possession prior to the Commencement Date, (ii) upon full payment of monies due by cashier's check, and (iii)
Landlord's receipt of certificates of insurance as required in this Lease. Any grant of Early Possession only conveys a non-exclusive right to occupy the
Premises subject to the terms of the Lease. During such Early Possession, Tenant shall be bound by its obligations under the Lease but shall not be
obligated to pay the Monthly Base Rent or Operating Expenses payable by Tenant to Landlord as set forth in the Lease.
F. Delay In Possession. Landlord agrees to use commercially reasonable efforts to deliver possession of the Premises to Tenant by
the Commencement Date. If, despite said efforts, Landlord is unable to deliver possession by such dale, Landlord shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Tenant shall not, however, be obligated to pay Rent until
Landlord delivers possession of the Premises and any period of rent abatement that Tenant would otherwise have enjoyed shall run from the date of
delivery of possession and continue for a period equal to what Tenant would otherwise have enjoyed under the terms hereof, but minus any days of delay
caused by the acts or omissions of Tenant.
G. Tenant Compliance. Landlord shall not be required to tender possession of the Premises to Tenant until Tenant complies with its
obligation to provide evidence of insurance (Section 8.8.). Pending delivery of such evidence, Tenant shall be required to perform all of its obligations
under this Lease from and after the Commencement Date, including the payment of Rent, notwithstanding Landlord's election to withhold possession
pending receipt of such evidence of insurance. Further, if Tenant is required to perform any other conditions prior to or concurrent with the Commencement
Date, the Commencement Date shall occur but Landlord may elect to withhold possession until such conditions are satisfied.
Tenant shall be required to obtain all necessary permits and licenses for Tenant's Permitted Use as a pickleball club showing that Tenant has complied
with all applicable Legal Requirements necessary for its Permitted Use as a pickleball club ("Permits") within 6 months following the Commencement Date
("Termination Option Period"). Either Party shall have a one-lime option (the "Termination Option") to terminate this Lease with respect to the entire
Premises (but not only a portion thereof) if Tenant is unable to secure the Permits for a pickleball club required under this Section by April 30, 2025, by
delivering written notice to either Party (the "Termination Notice") no later than May 1, 2025 ("Final Notice Date"). In order for Tenant to exercise its
Termination Option it must: (i) provide proof to Landlord that it used commercially reasonable efforts to obtain such Permits from all applicable governmental
authorities; (ii) provide proof of denial of the necessary permits; and (iii) provide its Termination Notice on or before the Final Notice Date. Subject to the
Page 2of23 -ES"
~
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
terms of this paragraph and providing no Event of Default exists, the Lease shall terminate three (3) days following receipt of the Termination Notice by
either Party (the "Termination Date"). For sake of clarification, the Termination Option only applies to Tenant's inability to secure the Permits for its
pickleball club during the Termination Option Period and not permits or approvals for its other Permitted Uses such as offering beer or wine etc. At
Tenant's request, Landlord will reasonably cooperate with Tenant as may be required for Tenant to obtain, maintain, or modify any approvals or permits
(including cooperation in Tenant's filing of applications) or to perform its obligations under this Lease, provided such cooperation efforts do not expose
Landlord to additional costs, liability or increased obligations ("Cooperation Efforts"). Landlord, may, at no cost or expenses to Landlord, reasonably
cooperate with Tenant in obtaining approvals to any CUP to the extent the .same requires cooperation of Landlord only if: 1) the same does not result in
any additional obligation or liability to Landlord; 2) Tenant, in addition to Section 8.D below, agree to indemnify, protect, and hold harmless the Premises
and Landlord Parties ( defined in Section 8.D below) in writing, in a form acceptable to Landlord, from any claims in connection with the any CUP, approvals,
licenses, or other documents required by the state, city, county, ABC, health department, or other agency; and 3) Tenant agree in writing that at the earlier
expiration or termination of the Lease, each agree to (i) execute and deliver a document to Landlord, in a form reasonably acceptable to Landlord, in which
Tenant acknowledges the abandonment and discontinuing of any CUP or other related documents, signed by an authorized signatory of Tenant, (ii) shall
cooperate with Landlord in having any CUP or other related document to be discontinued ~r terminated by the city or other applicable agency, and (iii)
cause a release of any such CUP or other recorded document to be executed and recorded in the Recorder's Office so that it will be removed from title,
at Tenant's sole cost and expenses. Tenant shall provide to Landlord copies of any CUP or other permits or licenses obtained within five (5) days after
receiving such CUP or other permits or licenses.
In the event either Party timely and properly exercises the Termination Option in accordance with all the terms of this Section, the Lease shall terminate
effective as of the Termination Date, Base Rent and all other monetary obligations under the Lease shall be paid through and apportioned as of the
Termination Date, and neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Lease after the Termination Date,
except for such rights and liabilities which, by the terms of the Lease are obligations of the Tenant or Landlord which expressly survive the expiration of
the Lease. Upon the Termination Date, Tenant shall surrender the Premises in broom-clean condition with NO WEAR AND TEAR and otherwise as
required by the Lease and shall deliver all keys, parking passes, access cards and other such items to the Premises to Landlord. Prior to the expiration of
the Termination Option Period, Landlord retains the right to market the Premises, and Tenant shall cooperate with Landlord to provide access for tours
with prospective tenants.
3. Common Areas.
A. Common Areas. "Common Areas" shall mean all areas of the Project for the common use or benefit of the tenants of the Project
and their employees, agents, and other invitees, including, without limitation: all parking areas, pedestrian walkways, driveways and access roads, and
entrances and exits.
B. Common Areas -Tenant's Rights. Landlord grants to Tenant, for the benefit of Tenant 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 Landlord 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 (including, without limitation, pallets), temporarily or permanently, in the Common Areas, nor shall
Tenant conduct any business from the Common Areas at any time, including without limitation, loading or unloading materials or supplies within or from
the Common Areas (unless Landlord has designated loading areas within such Common Areas). Any such storage shall be permitted only by the prior
written consent of Landlord, which consent may be revoked at any time. In the event that any unauthorized storage shall occur, then Landlord 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 Tenant, which cost
shall be immediately payable upon demand by Landlord.
C. Common Areas -Rules and Regulations. Tenant shall, at all times during the Lease Term and any extension thereof, comply
with all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The
current Project Rules and Regulations are attached hereto as Exhibit "B." In the event of any conflict between said Rules and Regulations and other
provisions of this Lease, the other terms and provisions of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any
Rules or Regulations by other tenants in the Project. Tenant shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors
and invitees to so abide and conform. Tenant will make use of all of the Common Areas (including, without limitation, all loading and unloading areas) in
a cooperative, harmonious fashion, and shall not block or unreasonably interfere with access by others in the Project to their premises or loading areas.
D. Common Areas -Changes. Landlord shall have the right, in the Landlord's sole discretion, from time to time, to make changes
to the Project, including, without limitation, granting easements, making public dedications, designating and modifying Common Areas and creating
restrictions on or about the Project; changing the location, size, shape and number of driveways, entrances, parking spaces and the number of assigned
parking spaces proportionately if reduced or reallocated at the Project, parking areas, loading and unloading areas, ingress, egress, direction of traffic,
landscaped areas, walkways and utility raceways; temporarily closing any of the Common Areas for maintenance purposes so long as reasonable access
to the Premises remains available; designating other land outside the boundaries of the Project to be a part of the Common Areas; adding additional
buildings and improvements to the Common Areas; using the Common Areas while making additional improvements, repairs or alterations to the Project;
and performing such other acts and making such other changes in, to or with respect to the Common Areas and Project as Landlord may deem to be
appropriate.
E. Vehicle Parking. Tenant shall be entitled to use only the number of Parking Spaces specified in the Basic Lease Provisions on
those portions of the Common Areas designated from time to time by Landlord for parking. 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." Landlord may regulate the loading and unloading
of vehicles by adopting Rules and Regulations as provided in this Lease. No vehicles other than Permitted Size Vehicles may be parked in the Common
Area without the prior written permission of Landlord. The parking areas of the property shall be used for parking of Permitted Size Vehicles and, subject
to Landlord's rules and regulations, the loading and unloading of trucks only. The use by Tenant of those areas for storage material (including pallets) is
expressly prohibited. If parking or storage of containers or trailers is permissible at the Project under Legal Requirements, Tenant must utilize outrigger
jack pads, cribbing or similar equipment designed to spread the point loads over broader areas. Tenant shall be solely responsible for the full cost of
repairing any damage to the Project caused by parking or storage of such containers/trailers. All material shall be stored within the Building. Landlord may
allocate and assign parking spaces among Tenant and other tenants in the Project if Landlord reasonably determines that such parking facilities are
becoming crowded. Landlord shall not be responsible for enforcing Tenant's parking rights against any third parties. In addition:
(1) Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers,
customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities.
(2) Tenant shall not service or store any vehicles in the Common Areas.
(3) Tenant shall not park any vehicles overnight in the Parking Spaces, the Common Areas, or anywhere else in the Project.
(4) lfTenant permits or allows any of the prohibited activities described in this Section, then Landlord 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 Tenant, which cost shall
be immediately payable upon demand by Landlord.
4. Rent.
A. Rent Defined. Any payments or charges due from Tenant (other than the Security Deposit) to Landlord hereunder shall be considered
rent for all purposes of this Lease ("Rent").
B. Operating Expenses. During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an
amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Tenant's Share of all Operating Expenses for the Project. Payments
thereof for any fractional calendar month shall be prorated. The term "Operating Expenses" means all costs and expenses incurred by Landlord with
respect to the ownership, maintenance, and operation of the Project including, but not limited to, costs of any of the following Wat the Project:
(1) Costs relating to the operation, replacement, repair, maintenance and energy efficiency, in neat, clean, good order and
condition, of any of following if incurred by Landlord:
Page 3of 23 -es-rv:;g-
lNITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
(a) 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.
(b) Exterior signs and any tenant directories.
(c) Any fire sprinkler systems.
(d) 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.
(2) The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered.
(3) The cost of 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.
(4) The cost of trash disposal for any trash receptacles located in the Common Areas and/or available for the use of tenants (if
Landlord operates the Project in a manner such that tenants do not direcfly contract for trash collection services).
(5) Reserves set aside for maintenance and repair of Common Areas and Common Area equipment.
(6) Any deductible portion of an insured loss concerning the Building or the Common Areas.
(7) Auditors', accountants' and attorneys' fees and costs related to the operation, maintenance, repair and replacement of the
Project.
(8) The cost of any capital improvement (as opposed to maintenance, repair or replacements) to the Building or the Project not
covered under the provisions of Section 2.C; provided, however, that Landlord shall allocate the cost of any such capital improvement over a 12 year
period and Tenant shall not be required to pay more than Tenant's Share of 11144th of the cost of such capital improvement in any given month.
(9)
Operating Expense.
(10)
(11)
The cost of any other services to be provided by Landlord that are stated elsewhere in this Lease to be a Common Area
Real Property Taxes (as defined in this Section 10.A. below).
The cost of the premiums for the insurance policies carried by Landlord pursuant to Section 8 below.
Any Operating Expenses and Real Property Taxes that are specifically attributable to the Premises, the Building or to any other building in the Project or
to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. Notwithstanding any contrary
provision contained in this Lease, Landlord shall have the right, from time to time; to equitably allocate some or all of the Operating Expenses for the
Project into separate cost pools as described below (the "Operating Expense Pools"), in Landlord's sole discretion. If any line item(s) ofTenant's Share
of Operating Expenses are incurred or assessed with respect to a portion of the Project that includes the Premises but does not include the entire Project,
the denominator for the purpose of calculating Tenant's Share of the applicable line item(s) of Tenant's Share of Operating Expenses will be adjusted to
exclude the square footage of the portions of the Project to which such line item(s) do not relate, thereby creating separate Operating Expense Pools and
different Tenant's Shares with respect to each such Operating Expense Pool. Each Operating Expense Pool denominator and, consequently, Tenant's
Share, shall be subject to modification each year of the Lease Term, as reasonably determined by Landlord.
Once a year or within 60 days after written request (but not more than once each year upon written request), Landlord shall deliver to Tenant a reasonably
detailed statement showing Tenant's Share of the actual Operating Expenses for the preceding year. If Tenant's payments during such year exceed
Tenant's Share, Landlord shall credit the amount of such over-payment against Tenant's future payments of Operating Expenses. If Tenant's payments
during such year were less than Tenant's Share, Tenant shall pay to Landlord the amount of the deficiency within 10 days after delivery by Landlord to
Tenant of the statement. Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Landlord is
otherwise reimbursed by any third party, other tenant, or insurance proceeds.
C. Payment. Tenant shall pay Base Rent in the amount set forth in the Basic Lease Provisions of this Lease. The Total Amount Due
on Lease Execution, as shown in Section 1.K, shall be due and payable on the date hereof by cashier's check, and Tenant promises to pay to Landlord in
advance, without demand, deduction·or set-off, monthly installments of Base Rent on or before the first day of each calendar month succeeding the
Commencement Date. Payments of Base Rent and estimated Operating Expenses for any fractional calendar month shall be prorated based on the
actual days of said month. All payments required to be made by Tenant to Landlord hereunder (or to such other party as Landlord may from time to time
specify in writing) shall be made by check or by Electronic Fund Transfer ("EFT") of immediately available federal funds before 5:00 p.m., Pacific Time at
such place, as Landlord may from time to time designate to Tenant in writing. The obligation of Tenant to pay Base Rent and other sums to Landlord and
the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due
hereunder except as may be expressly provided in this Lease. If Tenant is delinquent in any monthly installment of Base Rent or of estimated Operating
Expenses for more than 5 days after the due date, Tenant shall pay to Landlord on demand a late charge equal to the greater of seven percent (7%) of
such delinquent sum or $100. Tenant shall not be obligated to pay the late charge until Landlord has given Tenant 5 days written notice of the delinquent
payment (which may be given at any time during the delinquency); provided, however, that such notice shall not be required more than twice in any 12-
month period. The provision for such late charge shall be in addition to all of Landlord's other rights and remedies hereunder or at law and shall not be
construed as a penalty.
D. Base Rent Credit Notwithstanding anything herein to the contrary but subject to Tenant not being in default and all prior rental
payments having been received by Landlord not later than the fifth (5th) of each month, the Base Rent (and only the Base Rent) for the calendar months
of January 2025, February 2025, March 2025, May 2025, June 2025, and July 2025 shall be discounted by fifty percent (50%) per month (cumulatively,
the "Base Rent Credit"). Tenant understands and agrees that the foregoing Base Rent Credit is conditioned upon Tenant's not being in breach under this
Lease. Accordingly, upon the occurrence of any breach under this Lease, the foregoing Base Rent Credit shall immediately become null and void.
5. Security Deposit.
A. Security Deposit Terms. The Security Deposit shall be held by Landlord as security for the performance of Tenant's obligations under
this Lease. Should the Permitted Use be amended to accommodate a material change in the business of Tenant or to accommodate a sublessee or
assignee, Landlord shall have the right to increase the Security Deposit to the extent necessary, in Landlord's 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 Tenant occurs during this Lease and following such
change the financial condition of Tenant is, in Landlord's reasonable judgment, significantly reduced, Landlord shall have the right to increase the Security
Deposit to the extent necessary, in Landlord's reasonable judgment, to cause the Security Deposit to be at a commercially reasonable level based on such
change in financial condition. Tenant waives any limitations set forth in California Civil Code Section 1950.7 which may limit the use or application (including
application against future rent damages) of any proceeds from the Letter of Credit or any other security deposit under the Lease in the event of a default
under the Lease or a termination of the Lease.
B. Letter of Credit.
(1) The Security Deposit under the Lease shall be in the form of an unconditional, irrevocable letter of credit from a bank reasonably
acceptable to Landlord and in substantially similar form as shown in Exhibit "D" attached hereto ("Letter of Credit''). The Letter of Credit shall be issued
by a money-center bank (a bank which accepts deposits, maintains accounts, has a local Los Angeles office which will negotiate a letter of credit, and
whose deposits are insured by the FDIC) reasonably acceptable to Landlord, with a short term Fitch Rating currency rating which is not less than "F2",
and a long term Filch Rating currency rating which is not less than "BBB+" (an "Approved Bank"). The Letter of Credit shall either provide that it does not
expire until sixty (60) days following the end of the Term or, if it is for less than the full Term of the Lease, shall be renewed by Tenant at least sixty (60)
days prior to its expiration during the Term of the Lease and the final expiration date shall not occur until sixty (60) days after the expiration of the Term of
the Lease. Tenant shall pay all expenses, points and/or fees incurred in obtaining, renewing, amending, transferring or drawing upon the Letter of
Credit. Tenant and Landlord (a) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute
therefor or any proceeds thereof be deemed to be or treated as a "security deposit" under any law applicable to security deposits in the commercial context
including, but not limited to, Section 1950.7 of the California Civil Code, as such Section now exists or as it may be hereafter amended or succeeded (the
Page4 of23
tt,ve
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
"Security Deposit Laws"), (b) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof)
is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (c) waive any and all
rights, duties and obligations that any such party may now, or in the future will, have relating to or arising from the Security Deposit Laws.
(2) Landlord shall have the immediate right to draw upon the Letter of Credit, in whole or in part and without prior notice to Tenant, at any
time and from time to time: (i) upon the occurrence of any facts or circumstances which would constitute a default by Tenant under this Lease, regardless
of whether Landlord has provided (and without Landlord having any obligation to provide) a notice of default to Tenant, (ii) for Tenant's repair obligations,
including without limitation, the obligation to restore the Premises to the condition required under this Lease, (iii) if Tenant files a voluntary petition, an
involuntary petition is filed against Tenant by an entity other than Tenant, under any chapter of the Federal Bankruptcy Code, or Tenant executes an
assignment for the benefit of creditors, (iii) if Tenant fails to renew the Letter of Credit at least sixty (60) days before its expiration, or (iv) if Tenant fails to
transfer the Letter of Credit to Landlord's successors or any lender holding a security instrument against the Property within ten (10) days following
Landlord's written request to do so. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional, thereby justifying the
issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. The Letter of Credit and its proceeds shall constitute
Landlord's sole and separate property (and not Tenant's property or, in the event of a bankruptcy filing by or against Tenant, property ofTenanl's bankruptcy
estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (a) against any
amounts payable by Tenant under this Lease that are not paid when due, after the expiration of any applicable notice and cure period; (b) against all
losses and damages that Landlord has suffered or may reasonably estimate that it may suffer as a result of any default by Tenant under this Lease,
including any damages arising under Section 1951.2 of the California Civil Code for rent due following termination of this Lease; (c) against any costs
incurred by Landlord in connection with this Lease (including attorneys' fees); (d) against any other amount that Landlord may spend or become obligated
to spend by reason of Tenant's default under this Lease but in no event in excess of amounts to which the Landlord would be entitled under the law and
(e) against any amount for which Landlord could apply a security deposit in accordance with the Lease. Landlord may apply the proceeds of the Letter of
Credit in any order Landlord shall elect, notwithstanding the numerical order of application contained in the immediately preceding sentence. The use,
application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not (x) prevent Landlord from exercising any other right or remedy
provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, nor (y) operate as a
limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Letter of Credit is drawn upon, Tenant shall, within five (5)
business days after written demand therefor, reinstate the Letter of Credit to the amount then required under this Lease, and Tenant's failure to do so shall
be an immediate Event of Default under this Lease. Tenant waives any limitations set forth in California Civil Code Section 1950.7 which may limit the
use or application (including application against future rent damages) of any proceeds from the Letter of Credit or any other security deposit under the
Lease in the event of a default under the Lease or a termination of the Lease. Tenant acknowledges that Landlord has the right to transfer or mortgage
its interest in the Property and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer
or assign the Letter of Credit to the transferee or mortgagee, and in the event of such transfer, Tenant shall look solely to such transferee or mortgagee
for the return of the Letter of Credit. The Letter of Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without
the prior written consent of Landlord, which may be withheld in Landlord's sole discretion.
(3) Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to return the Letter of Credit to Tenant within
sixty (60) days following the expiration of the Term, including any extensions thereto, and pay the amount of any proceeds of the Letter of Credit received
by Landlord and not applied as allowed above; provided, however, that if, prior to the expiration of the Term, including any extensions thereto, a voluntary
petition is filed by Tenant, or an involuntary petition is filed against Tenant by any ofTenant's creditors other than Landlord, under the Federal Bankruptcy
Code, or Tenant executes an assignment for the benefit of creditors, then Landlord shall not be obligated to return the Letter of Credit or any proceeds of
the Letter of Credit until all statutes of limitations for any preference avoidance statutes applicable to such bankruptcy or assignment for the benefit of
creditors have elapsed or the bankruptcy court or assignee, whichever is applicable, has executed a binding release releasing the Landlord of any and all
liability for preferential transfers relating to payments made under this Lease, and Landlord may retain and offset against any remaining Letter of Credit
proceeds the full amount Landlord is required to pay to any third party on account of preferential transfers relating to this Lease.
(4) Provided that no Event of Default shall then exist or has existed at any time during the Lease Term or would exist but with the passage
of time or the giving of notice or both, then the Letter of Credit shall decrease by $100,000.00 on November 1, 2028 and shall further decrease by
$100,000.00 on November 1, 2029. The remaining balance of the Letter of Credit in the amount of $350,000.00 shall continue to be held in the manner
set forth hereinabove.
6. Use; Hazardous Materials; Compliance.
A. Use. Tenant shall use and occupy the Premises only for the Permitted Use (or a related legal use), and for no other purpose.
Tenant 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. Landlord shall not unreasonably withhold or delay its consent to any written request for a
modification of the Permitted 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.
(1) Alcohol Sales. So long as Tenant complies with the terms and conditions of this Lease, Legal Requirements, and Tenant
is not in default under the Lease, Tenant may serve beer (including malt beverages) and wine at the Premises. Tenant shall not be permitted to sell hard
liquor at the Premises. For sake of clarification, the term "Legal Requirements" in Section 2.8 of the Lease includes any federal, state, city, county or
Alcoholic Beverage Control ("ABC") rules codes, regulations, laws, permits, conditional use permits, conditions agreements, and licensing requirements
relating to the service of alcoholic beverages. Tenant shall only be permitted to sell such beverages to its customers of the pickleball club, but not solely
for the retail of alcohol to the public. Tenant is each responsible for determining whether or not Legal Requirements, and, including, without limitation, the
zoning, are appropriate for Tenant's intended use. Tenant shall conduct its business and control its employees, agents, affiliates, members, guests,
customers and invitees so as not to create any nuisance or unreasonably interfere with other tenants, invitees, or Landlord in its management of the
Project. Tenant shall not conduct any business from the Common Areas of the Project any time. Tenant shall not be allowed to serve, sell or offer any
liquor or alcoholic beverages in the Common Areas of the Project or permit its members, customers, guests, employees; suppliers or invitees to consume
alcohol outside the Premises or in the Common Areas of the Project. Tenant shall use its best efforts to ensure that its members, customers, guests,
employees, suppliers, contractors and invitees do not consume any liquor or alcohol beverages outside the Premises or in the Common Areas of the
Project or otherwise use the Common Areas of the Project in connection with Tenant's business. Notwithstanding anything contained herein, Landlord
reserves the right to adjust or eliminate Tenant's right to serve and/or sell alcoholic beverages at the Premises if: (i) the Tenant does not comply with Legal
Requirements or obtain the required permits and approvals, (ii) there is an alcohol related casualty at the Project, (iii) Tenant fail to maintain the required
insurance, (iv) Tenant serves, sells or allows alcohol to be consumed outside the Premises or in the common areas, (v) Tenant sells alcohol to members
of the public or engages in retail sales of alcohol; or (vi) Landlord or any other tenants of the Project suffer material harm, damages or significant
inconvenience due to Tenant's service of alcohol.
(2) Exclusive Use. For the Term of the Lease, and any extensions thereof, Landlord shall not lease any space at the Project
to any tenant that intends to offer membership, facilities, services, or retail products related to pickleball, racquetball, indoor tennis, or padel.
B. Hazardous Materials.
(1) Reportable Uses Require Consent. Except for (a) Hazardous Materials contained in products used by Tenant in de
minimis quantities for ordinary cleaning and office purposes, (b) propane used in Tenant's forklifts in the normal course of its business, and (c) Hazardous
Materials contained in products stored and/or distributed during Tenant's normal course of business in their original, sealed, and unopened containers,
Tenant shall not permit or cause any party to bring any Hazardous Materials upon the Premises or transport, store, use, generate, manufacture or release
any Hazardous Material in or about the Premises without Landlord's prior written consent. The term "Environmental Requirements" means all applicable
present and future statutes, regulations, ordinances, rules, codes, permits, judgments, orders or other similar enactments of any governmental authority
or agency regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the environment, including without
limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act;
and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. The term "Hazardous Materials" means
and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, under any Environmental Requirements,
asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures
of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the "operator'' of Tenant's
"facility" and the "owner'' of all Hazardous Materials brought on the Premises by Tenant, its agents, employees, contractors or invitees, and the wastes,
Page Sof23
At,e
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
by-products, or residues generated, resulting, or produced therefrom. Under South Coast Air Quality Management District ("SCAQMD") Rule 2305, Tenant
is and shall be deemed to be the "warehouse operator" of the Premises and shall be solely responsible for compliance with such rule and any and all fees
assessed thereunder. No cure or grace period provided in this Lease shall apply to Tenant's obligations to comply with the terms and conditions of this
Section.
(2) Duty to Inform Landlord. If Tenant knows, or has reasonable cause to believe, that a Hazardous Material has come to
be located in, on, under or about the Premises, other than as previously consented to by Landlord, Tenant shall immediately give written notice of such
fact to Landlord, and provide Landlord with a copy of any report, notice, claim or other documentation which it has concerning the presence of such
Hazardous Material.
(3) Tenant Remediation. Tenant, at its sole cost and expense, shall operate its business in the Premises in strict compliance
with all Environmental Requirements and shall investigate, mitigate and remediate in a manner satisfactory to Landlord any Hazardous Materials or per-
and polyfluoroalkyl substances introduced or released on or from the Project by Tenant, its agents, employees, contractors, subtenants or invitees during
the Lease Term. Tenant shall complete and certify to disclosure statements as requested by Landlord from time to time relating to Tenant's transportation,
storage, use, generation, manufacture or release of Hazardous Materials on the Project.
(4) Tenant Indemnification for Hazardous Materials and Limitation of Liability. Tenant shall indemnify, defend, and hold
Landlord harmless from and against any and all losses (including, without limitation, diminution in value of the Premises or the Project and loss of rental
income from the Project), claims, demands, actions, suits, damages (including, without limitation, punitive damages), expenses 0ncluding, without
limitation, remediation, removal, repair, corrective action, or cleanup expenses), and costs (including, without limitation, actual attorneys' fees, consultant
fees or expert fees and including, without limitation, removal or management of any asbestos or per-and polyfluoroalkyl substances brought into the
property or disturbed in breach of the requirements of this Section, regardless of whether such removal or management is required by law) which are
brought or recoverable against, or suffered or incurred by Landlord as a result of any release of Hazardous Materials for which Tenant is obligated to
remediate as provided above or any other breach of the requirements under this Section by Tenant, its agents, employees, contractors, subtenants,
assignees or invitees, regardless of whether Tenant had knowledge of such noncompliance. The obligations of Tenant under this Section shall survive
any termination of this Lease. Notwithstanding anything to the contrary in this subsection, Tenant shall have no liability of any kind to Landlord as to
Hazardous Materials on the Premises (i) caused by (a) Landlord or its agents, or (b) any other tenants in the Project or their agents, employees, contractors,
subtenants, assignees or invitees; or (ii) present at the Premises prior to the date Tenant takes occupancy of the Premises, unless disturbed by Tenant in
violation of this Lease.
(5) Investigations and Remediation. Landlord shall have access to, and a right to perform inspections and tests of, the
Premises to determine Tenant's compliance with Environmental Requirements, its obligations under this Section, or the environmental condition of the
Premises. Access shall be granted to Landlord upon Landlord's prior notice to Tenant and at such times so as to minimize, so far as may be reasonable
under the circumstances, any disturbance to Tenant's operations. Such inspections and tests shall be conducted at Landlord's expense, unless such
inspections or tests reveal that Tenant has not complied with any Environmental Requirement, in which case Tenant shall reimburse Landlord for the
reasonable cost of such inspection and tests. Landlord's receipt of or satisfaction with any environmental assessment in no way waives any rights that
Landlord holds against Tenant. In addition, Tenant shall provide to Landlord copies of all material safety data sheets (MSDS) for Hazardous Materials
used, handled, stored, or generated at the Premises prior to the Commencement Dale, with regular updates if and when necessary to reflect current use,
handling, storage or generation.
(6) Landlord Termination Option. If a condition involving the presence of, or a contamination by, a Hazardous Material at
the Premises that requires remediation (a "Hazardous Material Condition") occurs or is discovered during the Lease Term and is not Tenant's
responsibility under this Lease or the Legal Requirements (in which case Tenant shall make the investigation and remediation thereof required by this
Lease and/or the Legal Requirements and this Lease shall continue in full force and effect, but subject to Landlord's rights under Section 6.8(4) and
Section 9), and if Landlord elects to remediate such condition and the estimated cost therefor exceeds 12 limes the then monthly Base Rent or $100,000,
whichever is less, Landlord may, at Landlord's sole discretion, give written notice to Tenant of Landlord's desire to terminate this Lease as of the date 60
days following the date of such notice. In the event Landlord elects to give a termination notice, Tenant may, within 10 days thereafter, give written notice
to Landlord of Tenant's commitment to pay the amount by which the cost of the remediation of such Hazardous Material Condition exceeds an amount
equal to 12 times the then monthly Base Rent or $100,000, whichever is less. Tenant shall provide Landlord 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 Landlord shall proceed to make
such remediation as soon as reasonably possible after the required funds are available. If Tenant 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 Landlord's notice of termination.
C. Tenant's Compliance with Legal Requirements. Except as otherwise provided in this Lease, Tenant shall, at Tenant's sole
expense and regardless of the cost therefor or the time remaining on the Lease Term, fully, diligently and in a timely manner, materially comply with all
Legal Requirements, including without limitation all SCAQMD rules and more specifically SCAQMD Rule 2305, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Landlord's engineers and/or consultants which relate in any manner to the Premises,
without regard to whether said Legal Requirements are now in effect or become effective after the date of this Lease. Further, Tenant agrees to provide
any documentation requested by Landlord necessary for Landlord's regulatory compliance with, any applicable laws, ordinances and/or statutes, existing
as of the date hereof or those which may exist in the future, related to energy and emissions benchmarking, energy management, building environmental
performance labeling and/or other related regulation. Tenant shall, within 10 days after receipt of Landlord's written request, provide Landlord with copies
of all permits, licenses (including but not limited to a valid business license) and other documents, and other information evidencing Tenant's compliance
with any Legal Requirements specified by Landlord, and shall immediately upon receipt, notify Landlord 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 Tenant or the Premises to comply
with any Legal Requirements. Likewise, Tenant shall immediately give written notice to Landlord 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.
D. Inspection; Compliance. Landlord and Landlord's "Lender" (as defined in Section 29) and consultants shall have the right to enter
into the Premises at any lime, in the case of an emergency, and otherwise at reasonable limes after reasonable notice, for the purpose of inspecting the
condition of the Premises and for verifying compliance by Tenant with this lease. The cost of any such inspections shall be paid by landlord, unless a
violation of Legal Requirements or Environmental Requirements is found to exist or be imminent, or the inspection is requested or ordered by a
governmental authority. In such case, Tenant shall upon request reimburse Landlord for the cost of such inspection, so long as such inspection is
reasonably related to the violation or contamination.
7. Maintenance; Repairs; Trade Fixtures and Tenant-Made Alterations.
A. Tenant's Obligations.
(1) In General. Subject to the provisions of Sections 2.B. (Condition), 2.C. (Compliance), 6.C. (Tenant's Compliance
with Legal Requirements), 7.B. (landlord's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Tenant shall, at Tenant's sole expense, keep
the Premises and Tenant-Made Alterations in good order, condition and repair 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, loading doors and skylights but excluding any items which are the responsibility of Landlord pursuant to Section 7.B .. Tenant, 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 below. Tenant'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.
(2) Service Contracts. Tenant shall, at Tenant's sole expense, procure and maintain contracts, with copies to
landlord, in customary form and substance for HVAC equipment, boiler and pressure vessels, clarifiers, janitorial and trash removal services, and with
qualified and experienced contractors. However, Landlord reserves the right, upon notice to Tenant, to procure and maintain any or all of such service
contracts, and Tenant shall reimburse landlord, upon demand, for the cost thereof, not to exceed reasonable market rate for such service(s). The contract
for HVAC maintenance shall be performed by a licensed and qualified HVAC contractor, and a copy of the contract must be provided to Landlord upon
occupancy of the Premises. The service contract must become effective within 60 days of occupancy, and service visits shall be performed on a quarterly
basis.
Page 6of23
rv._,e
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
(3) Failure to Perform. If Tenant fails to perform Tenant's obligations under this Section, Landlord may enter upon
the Premises after 10 days' prior written notice to Tenant (except in the case of an emergency, in which case no notice shall be required), perform such
obligations on Tenant's behalf, and put the Premises in good order, condition and repair. and Tenant shall promptly, upon providing written documentation
of the expenses reasonably incurred, pay to Landlord a sum equal to 110% of the cost thereof.
(4) Replacement. Subject to Tenant's indemnification of Landlord as set forth in Section 8 below, without relieving
Tenant of liability resulting from Tenant's failure to exercise and perform good maintenance practices and so long as such repair or replacement _is not
necessitated due to Tenant's negligence, willful misconduct or any Tenant-Made Alterations, if the HVAC cannot be repaired other than at a cost which is
in excess of the greater of (i) $5,000.00 or (ii) 50% of the cost of replacing such HVAC, then such HVAC shall be replaced by Landlord, on a one time
basis, during the initial Lease Term only, at Landlord's sole cost and expense. Landlord shall have the right to have its own contractor determine whether
replacement is needed. Landlord shall not be responsible for any repairs or replacements that are necessitated due to Tenant's negligence, willful
misconduct or any Tenant-Made Alterations.
B. Landlord's Obligations. Subject to the provisions of Sections 2.A. (Condition), 2.C. (Compliance), 4.8. (Operating Expenses), 6
(Use), 7.A. (Tenant's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Landlord shall, subject to reimbursement pursuant to Section 4.8,
keep in good order, condition and repair the foundations, structural elements of the exterior walls, structural condition of interior bearing walls, exterior roof
including skylights. fire sprinkler system (excluding fire sprinkler systems, if any, installed by or on behalf ofTenant, for which Tenant shall be responsible),
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. Landlord shall not be obligated to paint the exterior or interior surfaces of exterior walls
nor shall Landlord be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Tenant expressly waives the benefit of any
statute now or hereafier in effect to the extent it is inconsistent with the terms of this Lease, including, without limitation, California Civil Code Sections
1941 and 1942, and any other statute providing a right to make repairs and deduct the cost thereof from the rent.
C. Tenant-Made Alterations; Trade Fixtures. Any alterations, additions, or improvements made by or on behalf of Tenant to the
Premises ("Tenant-Made Alterations"), which are interior, non-structural Tenant-Made Alterations shall be subject to Landlord's prior written consent,
not to be unreasonably withheld, delayed or conditioned provided that such alteration does not materially affect the structure or the roof of the Building,
modify the exterior of the Building, or modify the utility or mechanical systems of the Project. Tenant shall have the right to perform interior, non-structural
Tenant-Made Alterations which cost less than $10,000 per Alteration without obtaining Landlord's prior written consent, by providing a written notice of
such Tenant-Made Alterations to Landlord containing sufficient and complete information regarding such Tenant-Made Alterations, provided that such
alteration does not materially affect the structure or the roof of the Building, modify the exterior of the Building, or modify the utility or mechanical systems
of the Building, and provided further that it shall be the responsibility of Tenant to determine the applicability of Legal Requirements for any such Tenant-
Made Alterations, including without limitation laws related to the presence of asbestos containing materials. Tenant shall not perform structural Tenant-
Made Alterations without Landlord's prior written consent, which consent may be withheld in Landlord's sole and absolute discretion. Tenant shall give
Landlord not less than 10 days' notice prior to the commencement of any work in, on or about the Premises. Tenant shall cause, at its expense, all Tenant-
Made Alterations to comply with insurance requirements and with Legal Requirements and shall construct at its expense any alteration or modification
required by Legal Requirements as a result of any Tenant-Made Alterations. All Tenant-Made Alterations shall be constructed in a good and workmanlike
manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Tenant-
Made Alterations shall be submitted to Landlord for its approval. Landlord may monitor construction of the Tenant-Made Alterations. Tenant shall
reimburse Landlord for its out-of-pocket costs in reviewing plans and specifications and in monitoring construction, not to exceed $3,000.00. Landlord's
right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such
plans and specifications or construction comply with applicable laws, codes, rules and regulations. Tenant shall provide Landlord with the identities and
mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the
Premises notices of non-responsibility pursuant to applicable Legal Requirements. Tenant shall furnish security or make other arrangements satisfactory
to Landlord to assure payment for the completion of all work free and clear of liens and shall provide certificates of insurance for worker's compensation
and other coverage in amounts and from an insurance company satisfactory to Landlord protecting Landlord against liability for personal injury or property
damage during construction. Upon completion of any Tenant-Made Alterations, Tenant shall deliver to Landlord sworn statements setting forth the names
of all contractors and subcontractors who did work on the Tenant-Made Alterations and final lien waivers from all such contractors and subcontractors.
Upon surrender of the Premises, all Tenant-Made Alterations and any leasehold improvements constructed by Landlord or Tenant shall remain on the
Premises as Landlord's proP,erty, except to the extent Landlord requires removal at Tenant's expense of any such items or Landlord and Tenant have
otherwise agreed in writing in connection with Landlord's consent to any Tenant-Made Alterations. Tenant shall repair any damage caused by the removal
of such Tenant-Made Alterations upon surrender of the Premises. Tenant, at its own.cost and expense and without Landlord's prior approval, may erect
such shelves, racking, bins, machinery and trade fixtures (collectively "Trade Fixtures") in the ordinary course of its business provided that such items
do not alter the basic character of the Premises, do not overload or damage the Premises, and may be removed without injury to the Premises, and the
construction, erection, and installation thereof complies with all Legal Requirements and with Landlord's requirements set forth above. Tenant shall remove
its Trade Fixtures and shall repair any damage caused by such removal upon surrender of the Premises.
Notwithstanding anything contained herein to the contrary but subject to, Tenant not being in a monetary default and all prior rental payments having been
received by Landlord not later than the fifth (5th) of each month, Landlord shall contribute up to a maximum amount of $50,000.00 (the "Tl Allowance"),
towards certain initial Tenant-Made Alterations to the Premises consisting of installation of lighting for the Premises, installation of an HVAC system and
fans, and painting the walls of the Premises, which such payment shall be made by Landlord to Tenant within 60 days following (i) completion of the initial
Tenant-Made Alterations, (ii) Landlord's receipt of Tenant's invoice substantiating the costs related thereto, (iii) proof of payment by cancelled check or
credit card statement etc., (iv) Landlord's receipt of final lien waivers from all contractors and subcontractors who did work on the initial Tenant-Made
Alterations, and (v) Landlord's receipt of a copy of the final permit approved by the applicable governing authority to the extent required for such Tenant-
Made Alterations. Landlord shall be under no obligation to pay for any Tenant-Made Alterations to the Premises in excess of the Tl Allowance. Further,
such Tl Allowance shall only be available for Tenant's use through October 31, 2025, and Tenant hereby waives any and all rights to any unused portion
of the Tl Allowance remaining as of November 1, 2025. For sake of clarity, the Tl Allowance is not to be used towards painting, building or constructing
the pickleball courts.
Notwithstanding the foregoing or anything contained herein to the contrary, Tenant shall not be permitted to begin any Tenant-Made Alterations within the
Premises until Permits have been received, and Tenant's Termination Option Period expires or has been waived by the Parties.
In addition, in the event Tenant is required by the City of Carlsbad to stripe any parking spaces in connection with its Permitted Use and the necessary
Permits related thereto, Landlord conditionally pre-approves that Tenant may, at its sole cost and expense, stripe up to seven (7) parking spaces, the
location of which is shown on the Site Plan attached hereto as Exhibit "A, subject to Landlord's review and approval of all plans and specifications which
shall not be unreasonably withheld, conditioned or delayed) for such Tenant-Made Alterations and Tenant's compliance with all applicable Legal
Requirements (such Tenant-Made Alterations, the "Conditionally Approved Tenant-Made Alterations"). Notwithstanding anything to the contrary, upon
termination of the Lease Term or earlier termination of Tenant's right of possession, Tenant shall be required .to restore the parking lot/spaces back to
its/their prior condition that existed before the construction of the Conditionally Approved Tenant-Made Alterations, unless otherwise agreed by Landlord
in writing.
(1) Liens; Bonds. Tenant has no express or implied authority to create or place any lien or encumbrance of any kind upon, or
in any manner to bind the interest of Landlord or Tenant in, the Premises or to charge the rentals payable hereunder for any claim in favor of any person
dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs. Tenant covenants and agrees that it will
pay or cause to be paid all sums legally due and payable by it on account of any labor performed or materials furnished in connection with any work
performed on the Premises and that it will save and hold Landlord harmless from all loss, cost or expense based on or arising out of asserted claims or
liens against the leasehold estate or against the interest of Landlord in the Premises or under this Lease. Tenant shall give Landlord immediate written
notice of the placing of any lien or encumbrance against the Premises and cause such lien or encumbrance to be discharged within 20 days of the filing
or recording thereof; provided, however, Tenant may contest such liens or encumbrances as long as such contest prevents foreclosure of the lien or
encumbrance and Tenant causes such lien or encumbrance to be bonded or insured over in a manner satisfactory to Landlord within such 20 day period.
(2) Surrender; Restoration. Upon termination of the Lease Term or earlier termination of Tenant's right of possession, Tenant
shall surrender the Premises to Landlord in the same condition as received (with all Tenant-Made Alterations (including, without limitation, any inilial
Tenant-Made Alterations), improvements and Trade Fixtures removed except as otherwise expressly agreed in writing by Landlord) ordinary wear and
tear, casualty loss and condemnation covered by Sections 9 and 14 excepted and otherwise in accordance with this Section. Without limiting the foregoing,
Tenant shall remove any odor which may exist in the Premises resulting from Tenant's occupancy of the Premises upon the termination of the Lease Term
Page 7of23
llt,e
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
or earlier termination of Tenant's right of possession. Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted
or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant's expense, and Tenant waives all
claims against Landlord for any damages resulting from Landlord's retention and disposition of such property. All obligations of Tenant hereunder not fully
performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations,
payment obligations with respect to Operating Expenses and all obligations concerning the condition and repair of the Premises. Without limiting Tenant's
obligations under the Lease, Tenant acknowledges that it shall have the affirmative obligation to remove all racking and floor striping from the Premises
by or before the expiration or earlier termination of the Lease Term. As guidance to the parties, removal of the aforementioned racking shall include,
without limitation, removal of the bolts in concrete associated therewith, all of which cut flush at the surface and pushed into the concrete one inch or more
below the slab. Tenant shall clean all resulting holes and shall fill the same with epoxy flush to the floor's surface. Tenant understands that the holes
created for any anchor bolts placed by or on behalf of Tenant must be drilled one inch deeper than the length of the anchor bolts themselves to permit
removal in the manner provided above. Furthermore, if Tenant places (or causes to be placed) any floor striping in the Premises, then following removal
of any such floor striping (i) there shall be no residual staining or other indication that such striping existed and (ii) Tenant must re-seal the floor with a
sealant reasonably acceptable to Landlord. If Tenant elects to stripe the floor of the Premises, then Tenant shall utilize a floor striping material which can
be removed and which will not permeate into the flooring. The foregoing does not constitute Landlord's consent to Tenant's placement of any racking
and/or floor striping in the Premises, which placement shall be governed by the provision of the Lease. Additionally, without limiting Tenant's obligations
under the Lease, Tenant acknowledges that it shall have the affirmative obligation to cause all office, warehouse, emergency and exit lights to be fully
operational with all bulbs and ballasts functioning; all truck doors, service doors, roll up doors and dock levelers serviced and placed in good operating
order (including replacement of any dented truck door panels and adjustment of door tension to insure proper operation, with all door panels that have
been replaced painted to match the building standard); dock seals/dock bumpers to be free of tears and broken backboards; all structural steel columns
in the warehouse and office to be inspected for damage, with repairs of this nature pre-approved by Landlord prior to implementation; sheetrock (drywall)
damage to be patched and fire-taped so that there are no holes in either office or warehouse; walls, carpet and vinyl tiles to be in a clean condition without
any holes or chips in them (Landlord will accept normal wear on these items provided they appear to be in a maintained condition); any Tenant-installed
equipment to be removed from the roof and roof penetrations properly repaired by licensed roofing contractor approved by Landlord; all exterior signs to
be removed and holes patched and paint touched-up as necessary; HVAC systems to be placed in good wor1<ing order, including the necessary
replacement of any parts to return the unit to a well maintained condition; and all electrical and plumbing equipment to be returned in good condition and
repair and conforming to code.
Insurance; Indemnity.
A. Landlord's Insurance. Landlord shall maintain all risk or special form property insurance covering the full replacement cost of the
Building, or the amount required by any Lender (as defined in Section 29), and commercial general liability insurance on the Project and rent loss insurance
for one year with an extended period of indemnity for an additional 180 days, all in forms and amounts customary for properties substantially similar to the
Project, subject to customary deductibles (collectively, the "Premises Insurance"). If available and commercially appropriate such property insurance
policy or policies shall insure against all risks of direct physical loss or damage, including coverage for debris removal and the enforcement of any Legal
Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Landlord
may, but is not obligated to, maintain such other insurance and additional coverages as it may deem necessary, including, but not limited to earthquake
insurance. All such insurance costs shall be included as part of the Operating Expenses charged to Tenant. The Project or Building may be included in
a blanket policy (in which case the cost of such insurance allocable to the Project or Building will be determined by Landlord based upon the total insurance
cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary
as a result of Tenant's use of the Premises. Tenant shall not be named as an additional insured in such policies. Landlord shall not be required to insure
Tenant's improvements, property, Trade Fixtures or Tenant-Made Alterations.
B. Tenant's Insurance. Tenant, at its expense, shall maintain during the Lease Term the following insurance, at Tenant's sole cost
and expense: (1) commercial general liability insurance (and, if necessary, commercial excess liability insurance) applicable to the Premises and its
appurtenances providing a minimum combined single limit of not less than $2,000,000 per occurrence with an annual aggregate of not less than
$2,000,000; (including $2,000,000 Products-Comp Op Aggregate; $1,000,000 Personal & Advertising Injury; $50,000 Damage to Rented Premises; $5,000
Medical Payments for Each Person) and including Food Liability insurance, if applicable; and if Tenant stores property of others for a fee, Tenant shall
maintain warehouse operator's legal liability insurance for the full value of the property of such customers as determined by the warehouse contract
between Tenant and its customer; (2) all risk or special form property insurance covering the full replacement cost of all property, Tenant-Made Alterations,
Trade Fixtures, and improvements installed or placed in the Premises by Tenant with a deductible not to exceed $1,000 per occurrence (unless otherwise
agreed in writing by Landlord); (3) business interruption insurance with a limit of liability representing loss of at least approximately 6 months of income;
(4) workers' compensation insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute;
(5) employers liability insurance of at least $1,000,000; and (6) business automobile liability insurance (and, if necessary, commercial excess liability
insurance) having a combined single limit of not less than $2,000,000 per accident insuring Tenant against liability arising out of the ownership maintenance
or use of any owned, hired or non-owned automobiles, containing cross liability and severability of interest clauses. If applicable to the Permitted Use,
Tenant shall provide a Product's Liability/Completed Operations endorsement, as part of their Certificate of Insurance. 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. Any company writing any of Tenant's insurance shall have an
A.M. Best rating of not less than A-VII and the general liability policy shall be endorsed to provide primary and noncontributory coverage to Landlord (any
policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant's policies). All commercial general liability and, if
applicable, warehouse operator's legal liability insurance policies shall name Tenant as a named insured and Landlord, its property manager, and other
affiliates of Landlord as the interest of such designees shall appear, as additional insureds. The policy shall not contain any intra-insured exclusions as
between insured persons or organizations, but shall include (a) a waiver of subrogation endorsement and (b) coverage for liability assumed under this
Lease as an "insured contract" for the performance of Tenant's indemnity obligations under this Lease. If the general liability insurance contains a general
aggregate limit, it shall apply separately to this Premises. The limits and types of insurance maintained by Tenant shall not limit Tenant's liability under
this Lease. Tenant shall provide Landlord with certificates of such insurance (including copies of all required endorsements) as required under this Lease
prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter upon renewals at
least 10 days prior to the expiration of the insurance coverage. Acceptance by Landlord of delivery of any certificates of insurance does not constitute
approval or agreement by Landlord that the insurance requirements of this section have been met, and failure of Landlord to identify a deficiency from
evidence provided will not be construed as a waiver of Tenant's obligation to maintain such insurance. In the event any of the insurance policies required
to be carried by Tenant under this Lease shall be cancelled prior to the expiration date of such policy, or if Tenant receives notice of any cancellation of
such insurance policies from the insurer prior to the expiration date of such policy, Tenant shall: (a) immediately deliver notice to Landlord that such
insurance has been, or is to be, cancelled, (b) shall promptly replace such insurance policy in order to assure no lapse of coverage shall occur, and (c)
shall deliver to Landlord a certificate of insurance (including copies of all required endorsements) for such replacement policy. The insurance required to
be maintained by Tenant hereunder are only Landlord's minimum insurance requirements and Tenant agrees and understands that such insurance
requirements may not be sufficient to fully meet Tenant's insurance needs.
At least ten (10J° days before the commencement of the service and sale of alcohol at the Premises and continuously thereafter, Tenant shall deliver to
Landlord a policy of dram shop/liquor liability insurance in form, substance and with insurers satisfactory to Landlord, with total limits of liability for bodily
injury, loss of means of support, and property damage because of each occurrence of not less than $5,000,000, or such greater amounts as Landlord may
reasonably require, indemnifying Landlord, its beneficiaries, and such other persons as Landlord may designate, against any and all liability by virtue of
Legal Requirements or legislation concerning the serving, sale, use, or giving away of alcoholic beverages. During any time that the required dram
shop/liquor liability insurance is for any reason not in force, then, during all and any such times, no merchandising, transfer, selling, giving away, serving
or exchange of alcoholic beverages shall be made by Tenant in, upon or from any part of the Premises. Should Tenant fail to provide such required
liability insurance coverage, such failure shall constitute a default by Tenant under the Lease, and in addition to other remedies afforded to Landlord under
the Lease, Tenant shall no longer be allowed to serve or sell alcohol beverages in or from the Premises unless otherwise agreed to by Landlord in its sole
discretion. The limit and type of insurance maintained by Tenant shall not limit Tenant's liability under the Lease.
C. Waiver of Subrogation. Without affecting any other rights or remedies, Tenant and Landlord 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 (except as otherwise expressly set forth in this Lease). The Parties agree to have their respective property damage insurance carriers
waive any right to subrogation that such companies may have against Landlord or Tenant, as the case may be, so long as the insurance is not invalidated
thereby.
Page 8 of 23
At,e
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
D. Indemnity. Except to the extent of Landlord's gross negligence or willful misconduct, Tenant shall indemnify, protect, defend and
hold harmless the Premises, Landlord and its agents, Landlord's master or ground Landlord, 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 Tenant. If any action or proceeding is brought against Landlord by reason of any of the
foregoing matters, Tenant shall upon notice defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord shall
cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be defended or indemnified.
E. Exemption of Landlord and its Agents from Liability. Except to the extent of Landlord's gross negligence or willful misconduct,
but subject in all cases to the Waiver of Subrogation set forth in Section B(C) above, neither Landlord nor its agents shall be liable for injury or damage to
the person or•goods, wares, merchandise or other property of Tenant, Tenant'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. Notwithstanding the foregoing, neither Landlord nor its agents shall be liable under any circumstances (pursuant to any legal or equitable
remedy) for: (i) any damages arising from any act or neglect of any other tenant of Landlord or from the failure of Landlord or its agents to enforce the
provisions of any other lease in the Project, (ii) injury to Tenant's business or for any loss of income or profit therefrom, or (iii) consequential or punitive
damages. Instead, it is intended that Tenant's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that
Tenant is required to maintain pursuant to the provisions of this Section.
F. Failure to Provide Insurance. Tenant acknowledges that any failure on its part to obtain or maintain the insurance required herein
will expose Landlord to risks and potentially cause Landlord to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to
ascertain. If Tenant shall fail to procure and maintain the insurance required to be carried by it, Landlord shall charge Tenant $50.00 per day for every
day that Tenant fails to provide a Certificate of Insurance to Landlord, after Landlord has issued Tenant with a written request, with all the insurance
requirements in compliance with the Lease.
G. Insurance for Vendors. All vendors, movers and contractors engaged by or on behalf of Tenant to perform work in or about the
Premises shall deliver proof of insurance to Landlord before said person or entity will be permitted to commence work, which insurance must name
Landlord as an additional insured thereunder and be otherwise reasonably acceptable to Landlord.
9. Damage or Destruction.
A. Restoration. If at any time during the Lease Term the Premises are damaged by a fire or other casualty covered by insurance
carried by Landlord, Landlord shall notify Tenant within 60 days after such damage as to the amount of time Landlord reasonably estimates it will take to
restore the Premises. If the restoration time is estimated to exceed 12 months from the casualty date or if Landlord is unable to obtain the necessary
permits for restoration within 6 months from the casualty date (a "Premises Total Destruction"), either Landlord or Tenant may elect to terminate this
Lease upon notice to the other party given no later than 30 days after Landlord's notice; provided, however, if the damage or destruction was caused by
the gross negligence or willful misconduct of Tenant, Landlord shall have the right to recover Landlord's damages from Tenant, except as provided in
Section 8.C., and Tenant shall have no right to terminate this Lease. If neither party elects to terminate this Lease or if Landlord estimates that restoration
will take 12 months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall diligently pursue the necessary permits and promptly
restore the Premises excluding Trade Fixtures and the improvements installed by Tenant or by Landlord and paid by Tenant, subject to delays arising
from the collection of insurance proceeds or from Force Majeure events (as defined in Section 47). Tenant at Tenant's expense shall promptly perform,
subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by
Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either
party may terminate this Lease if the Premises are damaged during the last 6 months of the Lease Term and Landlord reasonably estimates that it will
take more than one month to repair such damage. Notwithstanding the foregoing, if Tenant at that time has an exercisable option to extend this Lease,
then Tenant may preserve this Lease by exercising such option and providing Landlord with any shortage in insurance proceeds (or adequate assurance
thereof) needed to make the repairs within 1 0 days after Tenant's receipt of Landlord's written notice purporting to terminate this Lease. Base Rent and
Operating Expenses shall be abated for the period of repair and restoration of an insured casualty commencing on the date of such casualty event in the
proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole
remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss, including without
limitation those available under California Civil Code Sections 1932 and 1933(4). Notwithstanding anything contained in the Lease to the contrary, to the
extent the damage to the Project is attributable to Tenant, Tenant shall pay to Landlord with respect to any damage to the Project the amount of the
commercially reasonable deductible under Landlord's insurance policy, within 30 days after presentment of Landlord's invoice.
B. Partial Damage • Uninsured Loss. If at any time during the Lease Term the Premises are damaged by a casualty that is not
covered by the Premises Insurance carried required to be carried by Landlord hereunder and Landlord estimates that the restoration time is estimated to
be 12 months or less from the casualty date ("Premises Partial Damage"), unless caused by a negligent or willful act of Tenant (in which event Tenant
shall make the repairs at Tenant's expense), Landlord may either: (i) repair such damage as soon as reasonably possible at Landlord's expense (subject
to reimbursement pursuant to the Operating Expenses provisions), in which event this Lease shall continue in full force and effect, or (ii) terminate this
Lease by giving written notice to Tenant within 30 days after receipt by Landlord of knowledge of the occurrence of such uninsured Premises Partial
Damage. Such termination shall be effective 60 days following the date of such notice. In the event Landlord elects to terminate this Lease, Tenant shall
have the right within 10 days after receipt of the termination notice to give written notice to Landlord of Tenant's commitment to pay for the repair of such
damage without reimbursement from Landlord. Tenant shall provide Landlord 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 Landlord shall proceed to make such repairs as soon as reasonably
possible after the required funds are available. If Tenant does not make the required commitment, this Lease shall terminate as of the date specified in
the termination notice. Premises Partial Damage due to flood or earthquake shall be subject to this subsection, 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 Landlord or Tenant.
10. Real Property Taxes.
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 Landlord in the Project, Landlord's right to other income therefrom, and/or Landlord's
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.
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 (iii) levied or assessed on machinery or equipment provided by Landlord to Tenant pursuant to this Lease. In the event the so-called "split roll"
property tax ballot initiative passes in California thereby .removing certain Proposition 13 tax protections applicable to commercial properties (the "Split
Roll Initiative"), Real Property Taxes will include the reassessment triggered by the Split Roll Initiative.
B. Payment of Taxes. Except as otherwise provided in Section 1 0.C., Landlord shall pay the Real Property Taxes applicable to the
Project, and said payments shall be included in the calculation of Operating Expenses in accordance with the provisions of Section 4.8.
C. Additional Improvements. 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 Landlord for the exclusive enjoyment of such
other tenants. Notwithstanding Section 1 0.B. hereof, Tenant shall, however, pay to Landlord at the time Operating Expenses are payable under Section
4(8), the entirety of any increase in Real Property Taxes if assessed solely by reason ofTenant-Made Alterations, Trade Fixtures placed upon the Premises
by Tenant or at Tenant's request or by reason of any alterations or improvements to the Premises made by Landlord subsequent to the execution of this
Lease by the Parties. •
D. 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
Landlord from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Landlord's
reasonable determination thereof shall be conclusive.
Page 9of23
fv..f,
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
E. Personal Property Taxes. Tenant shall pay prior to delinquency all taxes assessed against and levied upon Tenant-Made
Alterations, Trade Fixtures, furnishings, equipment and all personal property of Tenant contained in the Premises. When possible, Tenant shall cause its
Tenant-Made Alterations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property
of Landlord. If any of Tenant's said property shall be assessed with Landlord's real property, Tenant shall pay Landlord the taxes attributable to Tenant's
property within 10 days after receipt of a written statement setting forth the taxes applicable to Tenant's property.
11. Utilities, Services and Trash. Tenant shall pay for all water, gas, electricity, heat, light, power, telephone, sewer, sprinkler services, and other
utilities and services used on the Premises, all maintenance and metering charges for utilities, and any storm sewer charges or other similar charges for
utilities imposed by any governmental entity, utility provider or metering service, together with any taxes, penalties, surcharges or the like pertaining to
Tenant's use of the Premises. Notwithstanding the foregoing, in the event Landlord contracts directly for any of the above-mentioned utilities, the cost will
be passed through to Tenant as an Operating Expense. Tenant shall pay for refuse and trash collection services for the Premises if Landlord operates
the Project in a manner such that tenants contract directly for trash collection services, otherwise trash collection services shall be billed by Landlord to
Tenant as a monthly expense. Landlord may cause at Tenant's expense any utilities to be separately metered or charged directly to Tenant by the provider
in the event Landlord reasonably determines that Tenant's use of such jointly metered utility materially exceeds the use of such jointly metered utility by
other tenants in the Building. Tenant shall pay its share of all charges for jointly metered utilities based upon consumption, as reasonably determined by
Landlord. No interruption or failure of utilities shall result in the termination of this Lease or the abatement of rent. Tenant agrees to limit use of water and
sewer for normal restroom use. Tenant shall not use the trash bins of the Project other than for disposal of ordinary refuse. In no event shall Tenant use
the bins for the disposal of large items, such as (but not limited to) carpet, packing crates, furniture, cardboard shipping boxes and storage pallets.
12. Assignment and Subletting. Without Landlord's prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Tenant
shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession
or license within the Premises and any attempt to do any of the foregoing shall be void and ofno effect. It shall be reasonable for the Landlord to withhold,
delay or condition its consent, where required, to any assignment or sublease in any of the following instances: (i) the assignee or sublessee does not
have a net worth calculated according to generally accepted accounting principles at least equal to the greater of the net worth ofTenant immediately prior
to such assignment or sublease or the net worth of the Tenant at the lime it executed the Lease; (ii) occupancy of the Premises by the assignee or
sublessee would, in Landlord's opinion, violate any agreement binding upon Landlord or the Project with regard to the identity of tenants, usage in the
Project, or similar matters; (iii) the identity or business reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to damage
the goodwill or reputation of the Project; (iv) the assignment or sublease is to another tenant in the Project (or an affiliate thereof) and is at rates which are
below those charged by Landlord for comparable space in the Project, or is to a prospective tenant that has been in discussions with Landlord regarding
space within the Project; or (v) in the case of a sublease, the subtenant has not acknowledged that the Lease controls over any inconsistent provision in
the sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to refuse its consent to such assignment or sublease. Any
approved assignment or sublease shall be expressly subject to the terms and conditions of this Lease. Tenant shall provide to Landlord all information
concerning the assignee or sublessee as Landlord may reasonably request. Landlord may revoke its consent immediately and without notice if, as of the
effective date of the assignment or sublease, there has occurred and is continuing any default under the Lease. For purposes of this Section, a transfer
of the ownership interests controlling Tenant shall be deemed an assignment of this Lease unless such ownership interests are publicly traded.
Notwithstanding the above, Tenant may assign or sublet the Premises, or any part thereof, to any entity controlling Tenant, controlled by Tenant or under
common control with Tenant (a "Tenant Affiliate"), without the prior written consent of Landlord; provided the transaction does not result in the reduction
of the net worth of Tenant by an amount greater than 15% of such net worth as it was represented at the time of the execution of this Lease. Tenant shall
reimburse Landlord for all of Landlord's reasonable expenses in connection with any assignment or sublease not to exceed $3,000.00. This Lease shall
be binding upon Tenant and its successors and permitted assigns. Upon Landlord's receipt of Tenant's written notice of a desire to assign or sublet the
Premises, or any part thereof (other than to a Tenant Affiliate), Landlord may, by giving written notice to Tenant within 30 days after receipt of Tenant's
notice, terminate this Lease with respect to the space described in Tenant's notice, as of the date specified in Tenant's notice for the commencement of
the proposed assignment or sublease. Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant's obligations under
this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant's other obligations under
this Lease (regardless of whether Landlord's approval has been obtained for any such assignments or sublettings). If Landlord consents to any assignment
or subletting of Tenant's interest in this Lease, as a condition thereto which the parties hereby agree is reasonable, Tenant shall pay to Landlord fifty
percent (50%) of all rent, additional rent or other consideration (including, without limitation, key money or other cash consideration if applicable) payable
by such assignee or sublessee in connection with an assignment or subletting in excess of the Base Rent and Operating Expenses payable by Tenant
under this Lease during the term of the applicable assignment or subletting on a per rentable area square foot basis if less than all of the Premises is
transferred (unless all or a portion of the subject space is subject to different Base Rent and Operating Expenses terms, in which case, to the extent
applicable, such different terms shall be applicable), after deducting the reasonable brokerage and improvement costs (including improvement allowances)
payable to third parties as necessary to conclude the applicable assignment or subletting. If this Lease be assigned or if the Premises be subleased
(whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant's leasehold interest or grant of any concession or license
within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord
may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or
other occupant and, except to the extent otherwise set forth herein, apply the amount collected to the next rent payable hereunder; and all such rentals
collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application
thereof by Landlord, however, shall be deemed a waiver of these provisions or a release ofTenantfrom the further performance by Tenant of its covenants,
duties, or obligations hereunder. Tenant hereby waives and releases its rights under Section 1995.310 of the California Civil Code or under any similar
law, statute or ordinance now or hereafter in effect.
If Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United States or any state thereof for the
protection of debtors as in effect at such time (each a "Debtor's Law") Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant's
assets (each a "Tenant's Representative") shall have no greater right to assume or assign this Lease or any interest in this Lease, or to sublease any of
the Premises than accorded to Tenant this Section of the Lease, except to the extent Landlord shall be required to permit such assumption, assignment
or sublease by the provisions of such Debtor's Law. In such case, Tenant's Representative shall (a) remain subject to all of the terms and requirements
of this Section; (b) shall have deposited with Landlord as security for the timely payment of rent an amount equal to the larger of: (1) three (3) months'
Rent and other monetary charges accruing under this Lease; and (2) any sum specified in Section 1 (Basic Lease Provisions) of this Lease; and (c) shall
have provided Landlord with adequate other assurance of the future performance of the obligations of Tenant under this Lease. In the event that an
attorney is employed or expenses are incurred to pursue, protect, enforce or litigate the obligations hereunder, whether by suit, action or other proceeding,
Tenant's Representative promises to pay all such expenses and reasonable attorneys' fees, including, without limitation, reasonable attorneys' fees
incurred in or with respect to any bankruptcy proceeding.
13. Events of Default; Remedies.
A. Event of Default: Each of the following events shall be an event of default ("Event of Default") by Tenant under this Lease:
(1) Tenant shall fail to pay any installment of Base Rent or any other payment required herein when due, and such failure
shall continue for a period of 5 days from the date such payment was due.
(2) Tenant or any guarantor or surety of Tenanfs obligations hereunder shall (A) make a general assignment for the benefit
of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it as
bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment
of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a "proceeding for relief'); (C)
become the subject of any proceeding for relief which is not dismissed within 60 days of its filing or entry; or (D) die or suffer a legal disability (if Tenant,
guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership
or other entity).
(3) Any insurance required to be maintained by Tenant pursuant to this Lease shall be cancelled or terminated or shall expire
or shall be reduced or materially changed, except, in each case, as permitted in this Lease, which is not reinstated within three (3) days following notice
to Tenant.
(4) Tenant shall cease to occupy or shall vacate the Premises whether or not Tenant is in monetary or other default under
this Lease. Tenant's vacating of the Premises shall not constitute an Event of Default if, prior to vacating the Premises, Tenant has made arrangements
reasonably acceptable to Landlord to:
Page 10 of23
l\,ve
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
(a) ensure that Tenant's insurance for the Premises will not be voided or cancelled with respect to the Premises as
a result of such vacancy,
(b) ensure that the Premises are secured and not subject to vandalism, and
(c) ensure that the Premises will be properly maintained after such vacation, including, but not limited to, keeping the
healing, ventilation and cooling systems maintenance contracts required by this Lease in full force and effect and maintaining the utility services. Tenant
shall inspect the Premises at least once each month and report monthly in writing to Landlord on the condition of the Premises.
(5) Tenant shall attempt or there shall occur any assignment, subleasing or other transfer of Tenant's interest in or with respect
to this Lease except as otherwise permitted in this Lease.
(6) Tenant shall fail to discharge any lien placed upon the Premises in violation of this Lease within 20 days after any such
lien or encumbrance is filed against the Premises.
(7) Tenant shall fail to provide to Landlord (i) reasonable written evidence of compliance with Legal Requirements, (ii) the
service contracts required under this Lease, (iii) an estoppel certificate or financial statements as required hereunder, (iv) a requested subordination, (v)
evidence concerning any guaranty and/or Guarantor, (vi) any document requested under Section 38 (Reservations), (vii) material data safety sheets
(MSDS), or (viii) any other documentation or information which Landlord may reasonably require o!Tenant under the terms of this Lease, where any such
failure continues for a period of 10 days following written notice to Tenant.
(8) Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Section 13.A.,
and except as otherwise expressly provided herein, such default shall continue for more than 30 days after Landlord shall have given Tenant written notice
of such default (said notice being in lieu of, and not in addition to, any notice required as a prerequisite to a forcible entry and detainer or similar action for
possession of the Premises). Tenant agrees that any notice given by Landlord pursuant to this Section of the Lease shall satisfy the requirements for
notice under California Code of Civil Procedure Section 1161, and Landlord shall not be required to give any additional notice in order to be entitled to
commence an unlawful detainer proceeding.
(9) Tenant shall be delinquent by more than 15 days in the payment of Rent on 3 separate occasions in any 12 month period,
or Tenant or Tenant's employees, agents or representatives fail to comply with any of the rules and regulations for the Project after written notice from
Landlord to Tenant (which such written notice may be provided by e-mail) of such rule violation provided, however, that Landlord shall not be obligated to
provide written notice of the same rule violation more than three (3) times during the Lease Term, and any subsequent failure of Tenant to comply with the
same rule violation that Tenant was provided notice of shall constitute an Event of Default by Tenant under this Lease without the opportunity to cure.
Landlord and Tenant agree to meet in good faith to resolve any issues regarding compliance with the rules and regulations to avoid a default where
possible.
Tenant agrees that any notice given by Landlord pursuant to this Section of the Lease shall satisfy the requirements for
notice under California Code of Civil Procedure Section 1161, and Landlord shall not be required to give any additional notice in order to be entitled to
commence an unlawful detainer proceeding. Tenant hereby waives any and all rights under California Code of Civil Procedure Section 1174, California
Civil Code Section 1511 and Section 1993.
8. Remedies. Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may
at any time thereafter at its election: terminate this Lease or Tenant's right of possession (but Tenant shall remain liable as hereinafter provided), and/or
pursue any other remedies at law or in equity. Upon the termination of this Lease or termination of Tenant's right of possession, it shall be lawful for
Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding
authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep
in place and use, or remove and store, all of the furniture, fixtures and equipment at the Premises. Except as otherwise provided in the next paragraph, if
Tenant breaches this Lease and abandoned the Premises prior to the end of the term hereof, or if Tenant's right to possession is terminated by Landlord
because of an Event of Default by Tenant under this Lease, this Lease shall terminate. Upon such termination, Landlord may recover from Tenant the
following, as provided in Section 1951.2 of the Civil Code of California: (i) the worth at the time of award of the unpaid Base Rent and other charges under
this Lease that had been earned at the lime of termination; (ii) the worth at the time of award of the amount by which the reasonable value of the unpaid
Base Rent and other charges under this Lease which would have been earned after termination until the time of award exceeds the amount of such rental
loss that Tenant proves could have been reasonably avoided; (iii) the worth at the lime of award by which the reasonable value of the unpaid Base Rent
and other charges under this Lease for the balance of the term of this Lease after the lime of award exceeds the amount of such rental loss that Tenant
proves could have been reasonably avoided; and (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by
Tenant's failure to perform its obligations under this Lease or that in the ordinary course of things would be likely to result therefrom. As used herein, the
following terms are defined:
(1) The "worth at the time of award" of the amounts referred to in clauses (i) and (ii) above is computed by allowing interest at
the lesser of 18 percent per annum or the maximum lawful rate. The "worth at the lime of award" of the amount referred to in clause (iii) above is computed
by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the lime of award plus one percent;
(2)
competent jurisdiction;
The "time of award" as used in clauses (i), (ii), and (iii) above is the date on which judgment is entered by a court of
(3) The "reasonable value" of the amount referred to in clause (ii) above is computed by determining the mathematical product
of (i) the "reasonable annual rental value" (as defined herein) and (ii) the number of years, including fractional parts thereof, between the date of termination
and the time of award. The "reasonable value" of the amount referred to in clause (iii) above is computed by determining the mathematical product of (1)
the annual Base Rent and other charges under this Lease and (2) the number of years including fractional parts thereof remaining in the balance of the
term of this Lease after the lime of award. Tenant acknowledges and agrees that the term "detriment proximately caused by Tenant's failure to perform its
obligations under this Lease" includes, without limitation, the value of any abated or tree rent given to Tenant. Even though Tenant has breached this
Lease and abandoned the Premises, this Lease shall continue in effect for so long as Landlord does not terminate Tenant's right to possession, and
Landlord may enforce all its rights and remedies under this Lease, including the right to recover rent as it becomes due. This remedy is intended to be
the remedy described'in California Civil Code Section 1951.4, and the following provision from such Civil Code Section is hereby repeated: ''The Lessor
has the remedy described in California Civil Code Section 1951.4 (lessor may continue lease in effect after lessee's breach and abandonment and recover
rent as it becomes due, if lessee has right to sublet or assign subject only to reasonable limitations)." Any such payments due Landlord shall be made
upon demand therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums falling due from time to time. Notwithstanding
any such reletting without termination, Landlord may at any time thereafter elect in writing to terminate this Lease for such previous breach. Exercise by
Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of the Premises
and/or a termination of this Lease by Landlord, whether by agreement or by operation of law, it being understood that such surrender and/or termination
can be effected only by the written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have
the right at all limes to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its
rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific
terms, provisions, and covenants of this Lease or as having modified the same. Tenant and Landlord f~rther agree that forbearance or waiver by Landlord
to enforce its rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord's right to enforce one or more of its rights in connection
with any subsequent default. A receipt by Landlord of rent or other payment with knowledge of the breach of any covenant hereof shall not be deemed a
waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and
signed by Landlord. To the greatest extent permitted by law, Tenant waives the service of notice of Landlord's intention to re-enter as provided for in any
statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by
warrant of any court or judge. The terms "enter," "re-enter," "entry" or "re-entry," as used in this Lease, are not restricted to their technical legal meanings.
Any reletting of the Premises shall be on such terms and conditions as Landlord in its sole discretion may determine (including without limitation a term
different than the remaining Lease Term, rental concessions, alterations and repair of the Premises, lease of less than the entire Premises to any tenant
and leasing any or all other portions of the Project before reletting the Premises). Landlord shall not be liable, nor shall Tenant's obligations hereunder be
diminished because of, Landlord's failure to relet the Premises or collect rent due in respect of such reletting. Tenant hereby waives any and all rights
under California Civil Code Section 1951.7. •
Page 11 of23
N._f;
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
C. Interest. Any amount not paid by Tenant within 5 days after its due date in accordance with the tenms of this Lease, regardless of
whether an Event of Default exists, shall bear interest from such due date until paid in full at the lesser of the highest rate penmitted by applicable law or
ten percent (10%) per year. It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or
amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest
called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord's and Tenant's express
intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be
paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed refonmed and the amounts thereafter collectible hereunder
reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to penmit the recovery of the
fullest amount otherwise called for hereunder.
D. Breach by Landlord. Landlord shall not be in default hereunder unless Landlord fails to perfonm any of its obligations hereunder within
30 days after written notice from Tenant specifying such failure (unless such perfonmance will, due to the nature of the obligation, require a period of time
in excess of 30 days, then after such period of time as is reasonably necessary). All obligations of Landlord hereunder shall be construed as covenants,
not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease or offset any Rent due under this
Lease for breach of Landlord's obligations hereunder.
14. Condemnation. If any part of the Premises or the Project should be taken for any public or quasi public use under governmental law,
ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a "Taking" or "Taken"), and the Taking would materially
interfere with or impair Landlord's ownership or operation of the Project, then upon written notice by Landlord this Lease shall terminate and Base Rent
shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, the Base Rent payable
hereunder during the unexpired Lease Tenm shall be reduced to such extent as may be fair and reasonable under the circumstances. In the event of any
such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby
assigns to Landlord Tenant's interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord's award, to
make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by
Tenant for moving expenses and damage to Tenant's business, goodwill, and Trade Fixtures, if a separate award for such items is made to Tenant. Tenant
hereby waives any and all rights under California Code of Civil Procedure Section 1265.130.
15. Brokerage Fees. Tenant and Landlord each represent and warrant to the other that it has had no dealings with any person, finm, broker or
finder (other than the Brokers, if any, set forth in the Basic Lease Provisions) in connection with this Lease, and that no one other than said named Brokers
is entitled to any commission or finde(s fee in connection with this leasing transaction. Tenant and Landlord 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, attorneys' fees reasonably incurred with
respect thereto.
16. Estoppel Certificates; Financial Statements.
A. Tenant agrees, from time to time, within 10 business days after request of Landlord, to execute and deliver to Landlord, or Landlord's
designee, any estoppal certificate requested by Landlord, stating that this Lease is in full force and effect, the date to which rent has been paid, that
Landlord is not in default hereunder (or specifying in detail the nature of Landlord's default), the termination date of this Lease and such other matters
pertaining to this Lease as may be requested by Landlord. Tenant's obligation to furnish each estoppal certificate in a timely fashion is a material
inducement for Landlord's execution of this Lease. No cure or grace period provided in this Lease shall apply to Tenant's obligations to timely deliver an
estoppal certificate.
B. If Landlord desires to finance, refinance, or sell the Premises, or any part thereof, or if there is an Event of Default, or if Tenant
requests permission to assign the Lease, or if Tenant exercises any renewal/extension option hereunder, Tenant and all Guarantors shall within 15 days
after written notice from Landlord deliver to Landlord, any potential lender or purchaser designated by Landlord if applicable, such financial statements as
may be reasonably required by such lender or purchaser, including but not limited to Tenant's financial statements for the past 3 years. All such financial
statements shall be received by Landlord and any such lender or purchaser in confidence and shall be used only for the purposes herein set forth.
17. Definition of Landlord. The tenm "Landlord" 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 tenant's interest in the prior lease. In the event of a transfer of Landlord's title or interest in the Premises or this
Lease, Landlord shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Landlord. Upon such transfer or
assignment and delivery of the Security Deposit, as aforesaid, the prior Landlord shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be perfonmed by the Landlord. Subject to the foregoing, the obligations and/or covenants in this Lease to be
perfonmed by the Landlord shall be binding only upon the Landlord as hereinabove defined.
18. Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it
is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. II is also the intention of the parties to this Lease that
in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as
similar in tenms to such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid and enforceable.
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. Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or
liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding
upon, nor shall the enforcement thereof be against the property of, its trustees, directors, shareholders, officers, employees or agents, regardless of
whether such obligation or liability is in the nature of contract, tort, or otherwise. Any liability of Landlord under this Lease shall be limited solely to its
interest in the Premises, and in no event shall any personal liability be asserted against Landlord in connection with this Lease nor shall any recourse be
had to any other property or assets of Landlord. For purposes of detenmining the value of Landlord's interest in the Premises, the Project shall be deemed
to be encumbered by a loan in an amount equal to the greater of the actual encumbrance amount or seventy percent (70%) of the fair market value of the
Project, as detenmined as of the date Tenant's claim arises.
21. Time of Essence. Time is of the essence with respect to the perfonmance of Tenant's and Landlord's obligations under this Lease.
22. Entire Agreement. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof. No
representations, inducements, promises or agreements, oral or written, have been made by Landlord or Tenant, or anyone acting on behalf of Landlord
or Tenant, which are not contained herein, and any prior agreements, promises, negotiations, or representations are superseded by this Lease. This
Lease may not be amended except by an instnlment in writing signed by both parties hereto.
23. Notice. All notices required or penmitted 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 certified or registered mail or U.S. Postal Service Express Mail or other nationally or regionally recognized overnight courier,
with postage prepaid, and shall be deemed sufficiently given if served in a manner specified in this Section. 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 Tenant's taking possession of the Premises, the Premises shall constitute Tenant's address for notice. A copy of all
notices to Landlord shall be concurrently transmitted to such party· or parties at such addresses as Landlord may from time to time hereafter designate in
writing. Exc,ept where otherwise expressly provided to the contrary, notice shall be deemed given upon delivery. If notice is received on a Saturday, Sunday
or legal holiday, it shall be deemed received on the next business day.
24. Waivers. No waiver by Landlord of the breach of any term, covenant or condition hereof by Tenant or Event of Default, shall be deemed a
waiver of any other tenm, covenant or condition hereof, or of any subsequent Event of Default or Tenant breach of any other tenm, covenant or condition
hereof. Landlord's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to, or approval of,
any subsequent or similar act by Tenant, or be construed as the basis of an estoppal to enforce the provision or provisions of this Lease requiring such
consent. The acceptance of Rent by Landlord shall not be a waiver of any Event of Default by Tenant. Any payment by Tenant may be accepted by
Landlord on account of monies or damages due Landlord, notwithstanding any qualifying statements or conditions made by Tenant in connection therewith,
which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Landlord at or before the time
of deposit of such payment. THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED
Page 12 of23 tS
(vve
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS
INCONSISTENT WITH THIS LEASE.
25. No Right To Holdover. If Tenant retains possession of the Premises after the termination of the Lease Term, unless otherwise agreed in
writing, such possession shall be subject to immediate termination by Landlord at any time, and all of the other terms and provisions of this Lease (excluding
any expansion or renewal option or other similar right or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord
from time to time, upon demand, as Base Rent for the holdover period, an amount equal to 150% of the Base Rent in effect on the termination date for the
first 30 days of the holdover period and 200% of the Base Rent in effect on the termination date from the 31st day of such holdover period and thereafter,
computed on a monthly basis for each month or part thereof during such holding over. All other payments shall continue under the terms of this Lease.
In addition, Tenant shall be liable for all damages incurred by Landlord as a result of such holding over. No holding over by Tenant, whether with or without
consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section shall not be construed as consent for
Tenant to retain possession of the Premises. For purposes of this Section, "possession of the Premises" shall continue until, among other things,
Tenant has delivered all keys to the Premises to Landlord, Landlord has complete and total dominion and control over the Premises, and Tenant has
completely fulfilled all obligations required of it upon termination of the Lease as set forth in this Lease, including, without limitation, those concerning the
condition and repair of the Premises. Tenant acknowledges that Landlord utilizes a rental collection system involving the direct deposit of monies received
through a financial institution selected by Landlord, which precludes Landlord's ability to exercise rejection of a rental payment before Tenant's check is
cashed. Tenant agrees that as a condition of Landlord granting this Lease, Landlord shall have the option of rejecting Tenant's payment by refunding to
Tenant the rental amount paid by Tenant, adjusted as set forth in this Lease, and enforcing the termination provisions of this Lease.
26. 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.
27. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Tenant 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.
28. 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 of California. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the
Premises are located.
29. Subordination; Attornment.
A. Subordination. This Lease and Tenant's interest and rights hereunder are and shall be subject and subordinate at all times to the
lien of any first mortgage ("Lender"), now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements,
renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part
of Tenant. Tenant agrees, at the election of the Lender, to attorn to any such holder. Tenant agrees upon demand to execute, acknowledge and deliver
such instruments, confirming such subordination and such instruments of attornment as shall be requested by any such Lender. Notwithstanding the
foregoing, any such Lender may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon
this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such
Lender shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of
such Lender and had been assigned to such Lender. The term "mortgage" whenever used in this Lease shall be deemed to include deeds of trust,
security assignments and any other encumbrances, and any reference to the "Lender'' of a mortgage shall be deemed to include the beneficiary under a
deed of trust.
B. Attornment. In the event that Landlord transfers title to the Premises, or the Premises are acquired by another upon the foreclosure
or termination of a mortgage to which this Lease is subordinated (i) Tenant shall, subject to the non-disturbance provisions hereof, 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 shall automatically become a new lease between Tenant and such new owner, and (ii)
Landlord shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Landlord's obligations, except that such
new owner shall not: (a) be liable for any act or omission of any prior Landlord or with respect to events occurring prior to acquisition of ownership; (b) be
subject to any offsets or defenses which Tenant might have against any prior landlord, (c) be bound by prepayment of more than one month's rent, (d) be
liable for the return of any security deposit paid to any prior Landlord which was not paid or credited to such new owner, or (e) be bound by any amendment
or modification to this Lease not executed by such new owner, if such new owner previously had a lien secured by the Premises.
C. Self-Executing. The agreements contained in this Section shall be effective without the execution of any further documents; provided,
however, that, upon written request from Landlord or a Lender in connection with a sale, financing or refinancing of the Premises, Tenant and Landlord
shall execute such further writings as may be reasonably required, in a form required by Lender, to separately document any subordination, attornment
and/or Non-Disturbance Agreement provided for herein.
30. Attorneys' Fees. In the event either party hereto initiates litigation to enforce the terms and provisions of this Lease, the non-prevailing party
in such action shall reimburse the Prevailing Party for its reasonable attorney's fees, filing fees, and court costs. 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 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 of its claim or defense. The attorneys' 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, Landlord shall be entitled to reasonable attorneys' fees, costs
and expenses incurred in the preparation and service of notices of Event of Default and consultations in connection therewith, whether or not a legal action
is subsequently commenced in connection with such Event of Default or resulting breach ($200 is a reasonable minimum per occurrence for such services
and consultation).
31. Landlord's Access; Showing Premises; Repairs; Solar. Landlord and Landlord'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 (of not less than 24 hours) for the purpose of showing
the same to prospective purchasers, lenders, or tenants (for a period commencing 9 months prior to the end of the Lease Term), and making such
alterations, repairs, improvements or additions to the Premises as Landlord may deem necessary or desirable and the erecting, using and maintaining of,
among other things desired by Landlord, utilities, services, security systems, communication systems, fire sprinklers or detection systems, solar power
systems, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Tenant's use of the Premises.
All such activities shall be without abatement of rent or liability to Tenant. Landlord shall use commercially reasonable efforts to minimize interference with
Tenant's access and quiet use of the Premises. Without limiting the generality ofIthe foregoing, Tenant agrees and understands that Landlord shall have
the right (provided that the exercise of Landlord's rights does not adversely affect Tenant's use and occupancy of the Premises or subject Tenant to
additional costs), without Tenant's consent, to place a solar electric generating system, a satellite system and/or other system and/or equipment on the
roof of the Building (together with appurtenances within the Premises as reasonably required) or enter into a lease(s) for the roof of the Building whereby
such roof tenant(s) shall have the right to install any such systems on the roof of the Building, and Landlord and its agents shall have access to the
Premises and roof to accomplish the foregoing.
32. Signs; Press Releases. Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons,
flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which
can be viewed from the exterior of the Premises, without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion.
Notwithstanding the foregoing, Tenant shall have the right to install signage on the exterior wall of the Building at its sole cost and expense and subject to
Landlord's approval of the design, size and location of such signage and provided such signage is in accordance with Legal Requirements. Any signage
shall be at Tenant's sole cost and expense. Upon surrender or vacation of the Premises, Tenant shall have removed all signs and repair, paint, and/or
replace the building facia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for sign and
exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible
from outside the Premises shall be subject to Landlord's approval and conform in all respects to Landlord's requirements. Landlord may have Landlord's
logo and color scheme on the Building and throughout the Project. Landlord 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. Landlord may erect a suitable sign on the Premises stating the Premises are available to
let or that the Project is available for sale. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Tenant shall not place
Page 13 of23
flt:t;
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
any sign upon the Project without Landlord's prior written consent. All signs must comply with all Legal Requirements. Landlord shall have the right to
publicize Landlord and Tenant's relationship regarding this Lease.
33. Termination; Merger. Unless specifically stated otherwise in writing by Landlord, the voluntary or other surrender of this Lease by Tenant,
the mutual termination or cancellation hereof, or a termination hereof by Landlord for breach by Tenant, shall automatically terminate any sublease or
lesser estate in the Premises; provided, however, that Landlord may elect to continue any one or all existing subtenancies. Landlord'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 Landlord's election to have
such event constitute the termination of such interest.
34. 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. Landlord'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 Tenant for any Landlord consent, including
but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Material or a so-called "landlord-lender" agreement, shall
be paid by Tenant upon receipt of an invoice and supporting documentation therefor. The failure to specify herein any particular condition to Landlord's
consent shall not preclude the imposition by Landlord 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.
35. Guarantor.
A. Execution. The Guarantors, if any, shall each execute Landlord's standard guaranty form.
B. Event of Default. It shall constitute an Event of Default of the Tenant 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 Guaranto~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.
36. Quiet Possession. If Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall,
subject to the terms of this Lease, at all times during the Lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by,
through or under Landlord.
37. Security Measures. Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other security
measures. Tenant assumes all responsibility for the protection of the Premises, Tenant, its agents and invitees and their property from the acts of third
parties. Tenant acknowledges and agrees that, if Landlord patrols the Project and/or has security cameras at the Project, Landlord is not providing any
security services with respect to the Premises and that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with
respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other
breach of security with respect to the Premises.
38. Reservations. Landlord reserves the right: (i) to grant, without the consent or joinder of Tenant, such easements: rights and dedications that
Landlord 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 Tenant. Tenant
agrees to sign any documents reasonably requested by Landlord to effectuate such rights.
39. 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 and when included within the term "Tenant," as used in this instrument, there is more than one person, firm or corporation, each
shall be jointly and severally liable for the obligations of Tenant. Additionally, if there be more than one Tenant, then each Tenant hereunder agrees that
(i) the act of any one Tenant, acting alone, shall be sufficient to bind all Tenants with respect to their respective rights and obligations under this Lease
and (ii) Landlord shall have the unconditional right to rely upon the act of any one Tenant as being binding upon all Tenant's without any obligation to
inquire as to the authority of the Tenant with whom Landlord is dealing.
C. This Lease may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such
counterparts shall constitute one Lease. Execution copies of this Lease may be delivered by facsimile or email, and the parties hereto agree to accept
and be bound by facsimile signatures or scanned signatures transmitted via email hereto, which signatures shall be considered as original signatures with
the transmitted Lease having the same binding effect as an original signature on an original Lease. At the request of either party, any facsimile document
or scanned document transmitted via email is to be re-executed in original form by the party who executed the original facsimile document or scanned
document. Neither party may raise the use of a facsimile machine or scanned document or the fact that any signature was transmitted through the use of
a facsimile machine or email as a defense to the enforcement of this Lease. Further, the Parties hereto expressly consent and agree that this Lease may
be electronically signed. The Parties agree that electronic signatures appearing on this Lease shall be treated, for purposes of validity, enforceability and
admissibility, the same as hand-written signatures.
40. Conflict. Any conflict between the Basic Lease Provisions of this Lease and the other Sections of this standard base Lease, the Basic Lease
Provisions shall control. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. In the event of any
conflict between such exhibits or addenda and the other terms of the standard base Lease, such exhibits or addenda shall control.
41. Offer. This Lease is not intended to be binding until executed and delivered by all Parties hereto. The submission by Landlord to Tenant of
this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations
upon either party until execution of this Lease by both parties.
42. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do
not materially change Tenant's obligations hereunder, Tenant 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.
43. 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.
44. Accessibility; Americans with Disabilities Act.
A. CASp Statement. Landlord makes the following statement based on Landlord's actual knowledge in order to comply with California
Civil Code Section 1938: The Building and Premises have not undergone an inspection by a Certified Access Specialist (CASp).
B. No Representation or Warranty. Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Tenant's
specific use of the Premises, Landlord makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation/
In the event that Tenant's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Tenant agrees to
make any such necessary modifications and/or additions at Tenant's expense.
C. California Law Disclosure. A Certified Access Specialist (CASp) can inspect the subject premises and determine-whether the
subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp
inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the
subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree
on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs
necessary to correct violations of construction-related accessibility standards within the premises.
D. Acknowledgement. Landlord and Tenant hereby mutually agree that in the event a CASp inspection is requested by Tenant, the fee
for the CASp inspection and the cost of making any repairs necessary to correct violations of construction-related accessibility standards noted in the
CASp inspection shall be paid by Tenant.
Page 14 of23
fttt;
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
45. REIT Provisions. Tenant understands that, in order for an indirect owner of Landlord to qualify as a REIT, the following requirements (the
"REIT Requirements") must be satisfied:
A. Subleasing. Anything contained in this Lease to the contrary notwithstanding, Tenant shall not sublet the Premises on any basis
such that the rent or other amounts to be paid by the sublessee thereunder would be based, in whole or in part, on either (i) the net income or profits
derived by the business activities of the proposed sublessee, or (ii) any other formula such that any portion of the Rent would fail to qualify as "rents from
real property'" within the meaning of Section 856(d) of the Internal Revenue Code, or any similar or successor provision hereto.
B. Personal Property Limitation. Anything contained in the Lease to the contrary notwithstanding, the average of the fair market values
of the items of personal property that are leased to Tenant under the Lease at the beginning and at the end of any year shall not exceed fifteen percent
(15%) of the average of the aggregate fair market values of the leased property at the beginning and at the end of such year (the "Personal Property
Limitation"). If Landlord reasonably anticipates that the Personal Property Limitation will be exceeded with respect to the leased property for any year,
Landlord shall notify Tenant, and Tenant either (i) shall purchase at fair market value any personal property anticipated to be in excess of the Personal
Property Limitation ("Excess Personal Property") either from Landlord or a third party or (ii) shall lease the Excess Personal Property from a third party.
In either case, Tenant's Base Rent obligation shall be equitably adjusted. Notwithstanding anything to the contrary set forth above, Tenant shall not be
responsible in any way for detem,ining whether Tenant has exceeded or will exceed the Personal Property Limitation and shall not be liable to Landlord
or any of its shareholders in the event that the Personal Property Limitation is exceeded, as long as Tenant meets its obligation to acquire or lease any
Excess Personal Property as provided above. This section is intended to ensure that the Rent qualifies as "rents from real property," within the meaning
of Section 856(d) of the Internal Revenue Code, or any similar or successor provisions thereto, and shall be interpreted in a manner consistent with such
intent.
C. REIT Requirements. Tenant agrees to use its reasonable efforts to cause its affiliates, to cooperate in good faith with Landlord to
ensure that the tem,s of this Section are satisfied. Tenant agrees to use reasonable efforts to cause its affiliates, upon request by Landlord to take
reasonable action necessary to ensure compliance with all REIT Requirements. If Tenant becomes aware that the REIT Requirements are not, or will not
be, satisfied, Tenant shall notify, or use reasonable efforts to cause its affiliates to notify Landlord of such noncompliance. Notwithstanding anything herein
to the contrary, in the event that Tenant defaults in its obligations under this Section with respect to the REIT Requirements and fails to cure the same
within 30 days after written notice from Landlord, then Landlord's sole remedy for Tenant's breach of its obligations under this Section shall be to terminate
the Lease (provided, however, that the preceding shall not limit Landlord's right to pursue all other available remedies in connection with an Event of
Default by Tenant of any other obligations or provisions under the Lease other than those set forth in this Section).
46. Interpretation. This Lease shall be deemed to have been drafted by both parties and shall not be interpreted against any person as drafter. In
addition, prior drafts of this Lease or any letters of intent regarding the same shall not be used in any way to interpret the provisions hereof.
47. Force Majeure. Landlord shall not be held responsible for delays in the performance of its obligations hereunder when caused by strikes,
lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental
regulations, governmental controls, delay in issuance of pem,its, enemy or hostile governmental action, civil commotion, fire or other casualty, and other
causes beyond the reasonable control of Landlord ("Force Majeure").
48. Arbitration.
A. Subject to (B) below, in the event of any dispute or disagreement between the parties as to the validity, construction, enforceability or
performance of this Lease which cannot be resolved by the mutual agreement of the parties, and mindful of the high cost of litigation, not only in dollars
but time and energy as well, the parties intend to and do hereby establish a quick, final and binding out-of-court dispute resolution procedure to be followed
in the unlikely event any controversy should arise out of or concerning the perfom,ance of this Lease. Accordingly, the parties do hereby covenant and
agree as follows:
(1) Any controversy, dispute, or claim of whatever nature arising out of, in connection with, or in relation to the interpretation,
perfom,ance or breach of this Lease, including any claim based on contract, tort, or statute, shall be detem,ined, at the
request of any party to this Lease by binding arbitration before a retired judge of the applicable court of jurisdiction affiliated
with Judicial Arbitration & Mediation Services, Inc. ("J.AM.S,") conducted at a location detem,ined by an arbitrator in the
County of San Diego, State of California administered by and in accordance with the then existing Rules of Practice and
Procedure of Judicial Arbitration & Mediation Services (J.AM.S.), and judgment upon any award rendered by the arbitrator(s)
may be entered by any state or federal Court having jurisdiction thereof.
(2) The provisions of California Code of Civil Procedures Section 1283.05 or its successor section(s) are incorporated in and
made a part of this Lease. Depositions may be taken and discovery may be obtained in any arbitration under this Lease in
accordance with such section(s).
(3) The arbitrator shall detem,ine which is the prevailing party and may include in the award that party's costs and reasonable
attorneys' fees.
(4) As soon as practicable after selection of the arbitrator, the arbitrator or such arbitrato~s designated representative shall
detem,ine a reasonable estimate of anticipated fees and costs of the arbitrator, and render a statement to each party setting
forth that party's pro rata share of such fees and costs. Thereafter each party shall, within 10 days of receipt of such
statement, deposit such sum with the arbitrator. Failure of any party to make such a deposit shall not otherwise serve to
abate, stay or suspend the arbitration proceedings.
B. Any party shall have the right to apply for and obtain a temporary restraining order or other temporary or permanent injunctive or
equitable relief from a court of competent jurisdiction to enforce the provisions hereof or to otherwise protect its rights under this Section. Notwithstanding
the foregoing, the following claims, disputes or disagreements under this Lease are expressly excluded from the arbitration procedures set forth herein: (i)
disputes for which a different resolution detemiination is specifically set forth in this Lease; (ii) all claims by either party which (1) seek anything other than
enforcement or determination of rights under this Lease or (2) are primarily founded upon matters of fraud, willful misconduct, bad faith or any other
allegations of tortious action, and seek the award of punitive or exemplary damages; (iii) claims relating to (1) Landlord's exercise of any unlawful detainer
rights pursuant to applicable Legal Requirements or (2) rights or remedies used by Landlord to gain possession of the Premises or tem,inate Tenant's
right of possession to the Premises, all of which disputes shall be resolved by suit filed in the applicable court of jurisdiction, the decision of which court
shall be subject to appeal pursuant to applicable Legal Requirements; and (iv) any claim or dispute that is within the jurisdiction of Small Claims Court.
C. The provisions of this Section shall not limit, require the postponement of, or in any other way preclude the exercise of any right or
remedies otherwise enjoyed by any party to this Lease under the provisions hereof.
49. Miscellaneous.
A. Neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record. Landlord may prepare
and file, and upon request by Landlord Tenant will execute, a memorandum of lease.
B. For so long as Landlord maintains the contract for any of the utilities at the Project, Landlord, or a third-party benchmarking consultant
engaged by Landlord (the "Benchmarking Consultant"), shall have access to the Utility Data (defined below) and shall collect Utility Data on Tenant's
behalf annually. In the event Landlord is not the intem,ediary for utilities at the Project and Tenant obtains its own utility contracts, annually Tenant, upon
Landlord's request, at Tenant's sole cost and expense, shall deliver to Landlord data regarding the electricity, gas, water consumed in the operation of the
Premises and the amount of waste (trash) that is being removed from the Premises, this shall include any and all data derived from energy providing
mechanisms or technologies which may not be in existence at the Premises as of the date hereof but which may in the future be designed and installed
to service the Premises (the "Utility Data") for purposes of regulatory compliance, manual and automated benchmarking, energy management, building
environmental perfomiance labeling and other related purposes, including but not limited, to the Environmental Protection Agency's Energy Star rating
system and other Utility benchmarking systems. Tenant shall have the option to utilize Landlord's Benchmarking Consultant to share such Utility Data
Page 15 of23
/l,t£
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
with Landlord, including, but not limited to, providing the Benchmarking Consultant authorization to contact the utility companies directly to obtain Tenant's
Utility Data. Notwithstanding the foregoing Tenant's decision ·not to engage with Landlord's Benchmarking Consultant shall not relieve Tenant of its
obligation to share its Utility Data with Landlord. Tenant agrees to update such benchmarking information for Tenant's operations conducted during the
year. Landlord shall use commercially reasonable efforts to utilize automated data transmittal services offered by utility companies to access the Utility
Data, including but not limited to its engagement with the Benchmarking Consultant. Upon written request by Tenant, Landlord shall provide the Utility
Data for the Building from the previous calendar year, within sixty (60) days of such request. Additionally, Tenant shall be responsible, at Tenant's sole
cost and expense, upon Landlord's request, to provide any required information necessary for Landlord to comply with SCAQMD rules related to Tenant's
use of the Premises. Landlord and Tenant acknowledge and agree that any Utility Data shared with Landlord's Benchmarking Consultant shall not be
sold to any other party and shall be subject to the terms of Section 50 below and Landlord's Privacy Policy:
For any information or inquiries related to sustainability and energy usage, please contact:
Valerie Leith, Senior Paralegal
11620 Wilshire Boulevard, Suite 1000
Los Angeles, CA 90025
vieith@rexfordindustrial.com
424-256-2108 (d)
310-966-1690 (f)
C. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number
shall be held to include the plural, unless the context otherwise requires.
D. Tenant acknowledges receipt of the Tenant Sustainability Guide and Landlord's Supplier Code of Conduct and agrees to comply
with its terms, a current copy of which can be found at www.rexfordindustrial.com/esg.
50. CCPA Disclosure. In accordance with the California Consumer Privacy Act ("CCPA"), Landlord makes the following disclosure:
Landlord collects certain categories of personal information about tenants including identifiers (such as names, email addresses and telephone numbers)
and commercial information as set forth on the Tenant Contact Information form attached hereto. Such personal information is collected by Landlord for
use in providing services under the Lease and for other internal business purposes. Landlord does not sell personal information. To learn more about
Landlord's Privacy Policy please visit https:l/www.rexfordindustrial.com/privacy-policy.
51. OFAC. Tenant hereby represents and warrants that, to the best of its knowledge, Tenant is not, nor any of its subsidiaries or affiliates,
nor any persons or entities holding any legal or beneficial interest whatsoever in such parties, are a person or entity who: (a) is the target of any laws,
sanctions or executive orders administered by the United States, the United Nations, the European Union or the United Kingdom, including without
limitation, the U.S. Department of the Treasury's Office of Foreign Asset Control ("OFAC") or any other governmental entity imposing economic sanctions,
trade embargoes or anti-money laundering laws (collectively, "Asset Controls"), (b) is located, organized, or resident in a country or territory that is, or
whose government is, the target of Asset Controls, {c) is directly or indirectly owned or controlled by any person or entity currently included on OFAC's
Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by OFAC or other Asset Controls, including,
without limitation, lists maintained by the United Nations Security Council, the Foreign Sanctions Evaders list and the US Department of Commerce's
Entity List, or (d) is directly or indirectly owned or controlled by any person or entity who is located, organized, or resident in a country or territory that is,
or whose government is, the target of Asset Controls. If the foregoing representation is untrue at any time during the Lease Term, an Event of Default will
be deemed to have occurred, without the necessity of notice to Tenant, and Landlord shall have all available remedies.
[SIGNATURE PAGE FOLLOWS]
Page 16 of23
fltf;
INITIALS
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
The parties hereto have executed this Lease on the dates specified about their respective signatures.
Landlord:
REXFORD INDUSTRIAL REAL TY, L.P.,
a Maryland limited partnership
By: Rexford Industrial Realty, Inc.,
a Maryland corporation,
Its General Partner
By: ~ f:L.rudA-
Printed: Matt Ehrlich
TiUe: Senior Vice President Leasing
Date: Sep 13' 2024 I 5:31 PM PDT
Address: 11620 Wilshire Boulevard, Suite 1000
Los Angeles, California 90025
Telephone: +1 (310) 966-1680
With a Copy to:
Attn: General Counsel
C/0: Rexford Industrial
Address: 11620 Wilshire Boulevard, Suite 1000
Los Angeles, California 90025
Page 17 of 23
Tenant:
RALLY HOUSE PICKLEBALL, LLC,
a California limited liability company
By: 111.iM: Spvi~
Printed: El 1 iot springer
Title: Managing Member
Date: Sep 13, 2024 I 11:07 AM PDT
6965 El Camino Real suite 105-543
Address: earl sbad, CA 92009
Telephone: 8587528354
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
L_
EXHIBIT "A"
SITE PLAN
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED SEPTEMBER 11 , 2024 BETWEEN
REXFORD INDUSTRIAL REALTY, LP., A MARYLAND LIMITED PARTNERSHIP
and
RALLY HOUSE PICKLEBALL, LLC, A CALIFORNIA LIMITED LI ABILITY COMPANY
PRQr'lRTY LIN( ------
6131 IN 0\IA~l0111
----------------GATEWAY ROAD -- --
LOCATION FOR STRIPED PARKING
(IF REQUIRED)
SUBJECT PREMISES
I
I ~ il'
I
>-<(
3!
z
0
I-<( > 0 z z
Not to scale. Does not constitute a representation or warranty regarding the Project or any portion thereof, and Landlord
reserves the right to modify any portion of the Project in its sole discretion as provided in the Lease.
Page 18 of 23
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
EXHIBIT"B"
PROJECT RULES AND REGULATIONS
ATTACHEDfTO AND A PART OF THE LEASE AGREEMENT
DA ED SEPTEMBER 11, 2024 BETWEEN
REXFORD INDUSTRIAL REALTY, L.P., A MARYLAND LIMITED PARTNERSHIP
and
RALLY HOUSE PICKLEBALL, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
Rules and Regulations
1. The sidewalk, entries, driveways and drive aisles of the Project shall not be obstructed by Tenant, or its agents, or used by
them for any purpose other than ingress and egress to and from the Premises.
2. Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other
areas outside of its Premises, or on the roof of the Project without Landlord's prior written consent.
3. Except for guide, signal, or seeing-eye dogs, no animals shall be allowed in the offices, halls, or corridors in the Project.
4. Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by
the making of loud or improper noises.
5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the
electrician as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted.
Any such installation or connection shall be made at Tenant's expense.
6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as
specifically approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly
prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Project.
7. Parking any type of recreational vehicles is specifically prohibited on or about the Project. Further, parking any type of trucks,
trailers or other vehicles in the Building is specifically prohibited. In the event that a vehicle is disabled, it shall be removed within 48
hours. There shall be no "For Sale" or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the
designated parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking,
numbering or lettering of individual spaces will be permitted except as specified by Landlord or in the Lease.
8. Tenant shall maintain the Premises free from rodents, insects and other pests.
9. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or
under the influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.
10. Tenant shall not cause any unnecessary labor by reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness. Landlord shall not be responsible to Tenant for any loss of property on the Premises, however occurring, or for
any damage dohe to the effects of Tenant by the janitors or any other employee or person.
11. Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and
fixtures, heating apparatus, or any other service equipment affecting the Premises.
12. Tenant shall not permit storage outside the Premises, or dumping of waste or refuse or permit any harmful materials to be
placed in any drainage system or sanitary system in or about the Premises.
13. All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas,
if any, provided for that purpose.
14. No auction, public or private, will be permitted on the Premises or the Project.
15. No awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.
16. The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other
than that.specified in the Lease. No gaming devices shall be operated in the Premises.
17. Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises,
taking into account the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use
more than such safe capacity. Landlord's consent to the installation of electric equipment shall not relieve Tenant from the obligation not
to use more electricity than such safe capacity.
18. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage.
19. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to
Tenant's ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted
beyond the Premises.
20. Tenant shall not permit smoking in the office areas of the Premises.
21. Tenant shall not permit the use of space heaters on the Premises.
22. Tenant shall not conduct any loading or unloading of materials or supplies outside of the areas specifically designated by
Landlord for such activities.
23. Tenant shall restrict the use of janitorial work during non-business hours. Notwtthstanding the foregoing, Tenant shall be
permitted to utilize janitorial services during business hours as long as such services do not create any nuisance or unreasonably interfere
or disturb other Tenants.
Page 19 of 23
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
EXHIBIT"C"
FORM OF TENANT CONTACT INFORMATION SHEET
Rexford
Industrial
Tenant Contact Information
Please complete and return this form immediately to:
Rexford Industrial Realty, L.P.
11620 Wilshire Boulevard, Suite 1000
Los Angeles, California 90025
Tenant Contact Information
Tel (310) 966-1680
E-Fax (310) 405-7646
1. Tenant Full Legal Name: Rally House Pickleball, LLC
Office Main: ( N/ A ) N/ A Mobile: ~0~8_5_8 __ 7_5_2_8_3_54 __
Email Address: e 11 i ot@keho l dings. net
2. Emergency Contact: _N_i-,-c_k_oa__,w,-s_o_n _____ _
Emergency Email:. __ n_i_c_k_@_n_i_ck_d_a_w_s_o_n_._c_o_m ___________________ _
Emergency Phone Number ( 858 ) 3536425
3. Leased Premises Address: __ 6_1_31_I_n_n_o_v--'a~t--'i..:.o....cn_w_a-y~,~s_u_i--'t_e_10.:..0~, _c_a_r_l_s_b_a_d~,_CA __ 9_2_0_0_9
4. On-Site Contact NamefTitle:._ccN..:.i..cc:..:.k--'D:..:a::cw.:.cs:..:o:..:.n:.._ ___________________ _
Office Main: ( N/A } N/A Mobile: -< ~8=5~8-~~3 5=3~6~4=2=5-
Email Address: ni ck@ni ckdawson. com
5. Accounts Payable Contact Name:_E"'"l-'-l-'-1~· o:..:tc......=sccp.:..r..:.i~ng.,_e=-r'-------------------
Office Main: ( N/A ) N/A Mobile:-< =8=5=8-~-7~5=2=8~3=5~4 __
Email Address: e 11 i ot@keho l dings. net
Mailing Address (if different):.~N~A'---------------------------
6. Annual Kingsley Tenant Satisfaction Survey Contact Name: N/A
Email Address: _N~/_A ___________________________ _
7. Insurance Contact Name (when new COis are needed/please no agent info): N/A
Email Address: N/A Phone Number: N/A
8. Preventive Maintenance (HVAC/Roof/Fire/Tree Trimming if applicable) Contact Name: Ni ck Dawson
Email Address: ni ck@ni ckdawson. com Phone Number: 8583536425
Tenant Business Information
9. Nature of Business:,--'-P--'i-=c.:.ck..:.l=eb=-a"'-1'-l;__ ______ NAICS (6-digit) Code for Business:~
10. Total Number of Employees at this location:"'5 __ _
11. Product or Service is Used by Consumers or by other Businesses (circle one) consumers
12. Is any portion of your business involved in producing or selling goods or services via the Internet or Amazon/
eBay/ Craigslist? Yes or No (circle one) No
If yes, approximately what percent is sold to consumers _N--'/_A __ _
If yes, approximately what percent is sold to businesses _N~/_A __ _
13. Is any portion of your business involved in manufacturing/warehousing any products/services that are eventually
sold via the Internet? Yes or No (circle one) No
If yes, approximately what percent_N..;_/_A __ _
14. What percentage of your business do you expect to experience sales growth due to the lnternet/e-commerce
over the next 1-2 years--'-□---------
15. Where does the Product/Service Originate From?_:..:.N/'--'A-=--------------------
16. Percent of Product or Service that is Sourced in CA _N~/:...A _____ ....,... __ _
17. Percent of Product or Service that is Sourced in USA but outside CA _N/_A ________ _
18. Percent of Product or Service that is Imported from outside USA _N/:...A _________ _
19. Where is the Product/Service distributed to? ~N~A'-----------,---------
20. Percent of Product or Service that is distributed to or consumed in CA _N.:.../ A ____ _
21. Percent of Product or Service that is distributed to or consumed in USA, but outside of CA~
22. Percent of Product or Service that is exported to outside of USA _N_/ A ______ _
Signature: __ ~f1li~-~=t_\'"'if~Vl=·IAfY-~---------Date: Sep 13, 2024 I 11:07 AM PDT
Page 20 of 23
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
EXHIBIT"D"
FORM OF LETTER OF CREDIT
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED SEPTEMBER 11, 2024 BETWEEN
REXFORD INDUSTRIAL REAL TY, LP., A MARYLAND LIMITED PARTNERSHIP
and
RALLY HOUSE PICKLEBALL, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
[NAME OF BANK]
IRREVOCABLE STANDBY LETTER OF CREDIT
Date of Issue: ____ _
APPLICANT:
Rally House Pickleball. LLC
AMOUNT: $550,000.00
No. ____ _
BENEFICIARY:
Rexford Industrial Realty, LP.,
a Maryland limited partnership
11620 Wilshire Blvd., Suite 1000
Los Angeles, CA 90025
Attn: Victor Ramirez
At the request and for the account of __________ ~ (the "Account Party"), we hereby establish in your favor our
Irrevocable Letter of Credit no. ___ in the amount of five hundred fifty thousand and 00/100 Dollars ($550,000.00.
This Letter of Credit is issued with respect to that certain lease agreement, by and between you, as Landlord, and the Account Party, as
Tenant. Said lease agreement, and any amendments or modifications thereof, is hereinafter referred to as the "Lease." Our obligations
under this Letter of Credit are solely as set forth herein and are completely independent of the obligations of the Account Party under
the Lease. We do not undertake any obligation under the Lease, nor do we undertake any responsibility to ascertain any facts, or to
take any other action, with respect to the Lease, and we acknowledge that our obligations under this Letter of Credit shall not be
affected by any amendment or modification to the Lease, any circumstance, claim or defense of any party as to the enforceability of the
Lease or any dispute as to the accuracy of the Statement (as defined below). The references to the Lease in this Letter of Credit are
solely to describe the required contents of the Statement.
Funds under this Letter of Credit are available to you against presentation of the following documents at our office at
-,--,-----;-=-.,,-,--,--------------------------prior to close of business on the expiration date set forth below:
1. The original of this Letter of Credit.
2. Your sight draft drawn on us in an amount not exceeding the amount of this Letter of Credit (less sums previously paid by us
hereunder) executed by the person executing the Statement (as defined below) and bearing the number of this Letter of Credit; and
3. A statement (the "Statement") stating that the person drawing on this Letter of Credit is your duly authorized representative,
and that you are entitled to draw upon this Letter of Credit.
Facsimile demands are permitted by the delivery to us of facsimile copies of the documents described in 1 through 3 above. Facsimile
demands shall be sent to us at the following facsimile number: ______ . If a demand is made by facsimile, the original letter of
credit is not required.
The expiration date of this Letter of Credit is-----~ provided, however, that the expiration date of this Letter of Credit shall be
automatically extended, without notice of amendment, for successive one (1) year periods, unless we give you written notice of our
election not to extend the expiration date ("Notice of Non-Renewal") not later than sixty (60) days prior to the date this Letter of Credit is
scheduled to expire. In the event that we elect not to renew the Letter of Credit, you may immediately draw down on the full amount of
the Letter of Credit by presentation of your drawing request. Further, in the event that a voluntary petition is filed by the Account Party,
or an involuntary petition is filed against the Account Party by any of the Account Party's creditors other than Beneficiary, under the
Federal Bankruptcy Code, or the Account Party executes an assignme'nt for the benefit of creditors, you may immediately draw down on
the Letter of Credit, in full or from time-to-time in part, by presentation of your drawing request.
This Letter of Credit is transferable in its entirety through us. Multiple transfers shall be permitted. There will be no charge to
Beneficiary or any transferee for the transfer of this Letter of Credit. All bank charges and commissions incurred in the issuance of this
Letter of Credit are for the Account Party's account. We will honor complying drafts presented hereunder by a transferee (and cease to
honor drafts presented hereunder by you) upon our receipt of the fully executed transfer form attached hereto as Annex 1 attached
hereto. We will not reduce or curtail any terms or conditions of this Letter of Credit upon a transfer. Transfers of this Letter of Credit
shall be on the terms of this Letter of Credit as the same may be amendment.
This Letter of Credit may be drawn upon in one or more drafts not exceeding in the aggregate, the amount available hereunder. Partial
draws shall be permitted.
We hereby issue this Letter of Credit in your favor, and we hereby undertake to honor all drafts drawn under and in compliance with the
terms of this Letter of Credit.
To the extent not inconsistent with the terms and conditions of this Letter of Credit, this Letter of Credit shall be governed by and
construed in accordance with the Uniform Customs and Practices for Documentary Credits ( __ Revision) International Chamber of
Commerce Publication 590 and the laws of the State of California.
Authorized Signature
Page 21 of23
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
Notice Of Transfer
______ ,, 20_
[Name & address of issuing bank]
Annex 1
RE: Irrevocable Transferable Letter Of Credit No. ________ _
The undersigned (the "Beneficiary"), hereby notifies-~~---~~--(the "Issuer") that it has irrevocably transferred
the above-referenced Letter Of Credit to _____ (the "Transferee") with an address at __________ effective as
of the date the Issuer receives this Notice Of Transfer. The Transferee acknowledges and agrees that the Letter Of Credit Amount may
have been reduced pursuant to the terms thereof, and that the Transferee is bound by any such reduction.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Notice Of Transfer this __ day of ____ _
20_.
Agreed:
[Transferee]
By: __________ _
Name: __________ _
Its: ____________ _
REXFORD INDUSTRIAL REAL TY, L.P.,
a Maryland limited partnership
By: Rexford Industrial Realty, Inc.,
a Maryland corporation,
Its General Partner
By: __________ _
Name: ___________ _
Title: ____________ _
Page 22 of23
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
ADDENDUM ONE
OPTION TO EXTEND
ATTACHED TO AND A PART OF THE LEASE AGREEMENT
DATED SEPTEMBER 11, 2024 BETWEEN
REXFORD INDUSTRIAL REAL TY, L.P., A MARYLAND LIMITED PARTNERSHIP
and
RALLY HOUSE PICKLEBALL, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY
(a) Provided that as of the time of the giving of the Extension Notice and the Commencement Date of the Extension
Tenn, (x) Tenantis the Tenant originally named herein, (y) Tenant actually occupies all of the Premises initially demised under this Lease
and any space added to the Premises, and (z) no Event of Default exists or would exist but for the passage of time or the giving of notice,
or both; then Tenant shall have the right to extend the Term of the Lease for an additional tenn of five (5) years (such additional tennis
hereinafter called the "Extension Term") commencing on the day following the expiration of the initial Tenn (hereinafter referred to as the
"Commencement Date of the Extension Term"). In order to properly exercise Tenant's rtght to the Extension Term, Tenant shall give
Landlord written notice (hereinafter called the "Extension Notice") of its election to extend the Tenn of the Lease at least 9 months, but
not more than 12 months, prior to the scheduled expiration date of the initial Tenn.
(b) The Base Rent payable by Tenant to Landlord during the first year of the Extension Tenn shall be the greater of (i)
an amount equal to 104% of the Base Rent applicable to the last year of the initial Tenn and (ii) the then prevailing market rate for
comparable space in the Project and comparable buildings in the market area of the Project, taking into account the size of the space, the
length of the renewal tenn, market escalations and the credit of Tenant. The Base Rent shall not be reduced by reason of any costs or
expenses saved by Landlord by reason of Landlord's not having to find a new tenant for such premises (including, without limitation,
brokerage commissions, costs of improvements, rent concessions or lost rental income during any vacancy period). In the event Landlord
and Tenant fail to reach an agreement on such rental rate and execute the Amendment (defined below) prior to the expiration of the
Lease, then Tenant's exercise of the renewal option shall be deemed withdrawn and the Lease shall tenninate on its original expiration
date. Upon each anniversary of the Commencement Date of the Extension Term, the Base Rent shall be increased by no less than 4%.
(c) The detennination of Base Rent does not reduce the Tenant's obligation to pay or reimburse Landlord for Operating
Expenses, Insurance Cost Increases, Increases above the Base Real Property Taxes and other reimbursable items as set forth in the
Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease with respect to such Operating Expenses, Insurance Cost
Increases, Increases above the Base Real Property Taxes and other items with respect to the Premises during the Extension Term
without regard to any cap on such expenses set forth in the Lease.
(d) Except for the Base Rent as detennined above, Tenant's occupancy of the Premises during the Extension Tenn
shall be on the same tenns and conditions as are in effect immediately prior to the expiration of the initial Term; provided, however, Tenant
shall have no further right to any allowances, credits or abatements or any options to expand, contract, renew or extend the Lease.
(e) If Tenant does not give the Extension Notice within the period set forth in paragraph (a) above, Tenant's right to
extend the Lease Tenn shall automatically tenninate. Time is of the essence as to the giving of the Extension Notice.
(I) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Extension Tenn. The
Premises shall be tendered on the Commencement Date of the Extension Tenn in "as-is" condition.
(g) If the Lease is extended for the Extension Term, then Landlord shall prepare and Tenant shall execute an
amendment to the Lease confinning the extension of the Lease Tenn and the other provisions applicable thereto (the "Amendment").
(h) lfTenant exercises its right to extend the Term of the Lease for the Extension Tenn pursuantto this Addendum, the
tenn "Term" as used in the Lease, shall be construed to include, when practicable, the Extension Term except as provided in (d) above.
Page 23 of 23
Docusign Envelope ID: 4D76FFCD-7F76-4353-88DF-4C9C5ECAE969
Rexford
Industrial
ENTITY NAME:
TENANT NAME:
PREMISES ADDRESS:
MOVE-IN DATE:
MOVE-OUT DATE:
TENANT MOVE-IN/MOVE-OUT CHECKLIST
Unless otherwise noted, the premises are clean, in good working order and undamaged. Occupant accepts the Premises
as-is with the exceptions listed below. This inspection form is made a part of and is subject to the terms and conditions
of the Commercial Lease for the above referenced Premises.
OFFICE AREAS MOVE-IN CONDITION MOVE-OUT CONDITION
CARPET
FLOORING
CEILING
DOORS
HVAC
LIGHTS
WALLS
WINDOW COVERINGS
KITCHEN AREA
RESTROOMS MOVE-IN CONDITION MOVE-OUT CONDITION
FLOORING
CEILING
DOORS
LIGHTS
WALLS
FIXTURES
MIRRORS
PLUMBING
FANS
WAREHOUSE MOVE-IN CONDITION MOVE-OUT CONDITION
FLOORINGf---------------------4------------------1
CEILING 1----------------------1,-------------------1
MAN DOORSl----------------------lf-------------------1 LOADING DOORS
LIGHTS 1----------------------1,-------------------1
1----------------------1,-------------------1
WALLSf--------------------4-----------------1
SKYLIGHTS
COLUMNS i---------------------t------------------1
i---------------------t------------------1
DOCK EQUIPMENTf---------------------4------------------1
FIRE SPRINKLERS ELEC PANEL/DISTRIBUTIONi---------------------t------------------1
MOVE-IN CONDITION MOVE-OUT CONDITION
LANDSCAPE I-·-------------------+--------------------!
SINGLE TENANT BUILDING I
PAVING /YARD AREAf--------------------4------------------1
EXTERIOR MISC ~--------------------'-----------------~
ADDITIONAL COMMENTS MOVE-IN CONDITION MOVE-OUT CONDITION
DATE LOCKSMITH REKEYED:
NUMBER OF KEYS GIVEN TO TENANT:
The "Move-In Condition" portion of this form is to be completed ot the time of initial possession of the Premises. Receipt
of a copy of this inspection form is hereby acknowledged.
TENANT SIGNATURE:
DATE:
LANDLORD SIGNATURE:
DATE:
The "Move-Out Condition" portion of this form is to be completed at the time of Tenant move-out of the Premises. Receipt
of a copy of this inspection form is hereby acknowledged.
TENANT SIGNATURE:
DATE:
LANDLORD SIGNATURE:
DATE:
Land Use: 491 Racquet/Tennis Club
Description
A racquet/tennis club is a privately-owned facility that caters primarily to racquet sports (tennis,
racquetball, pickleball, handball, squash) both indoor and outdoor. This land use may also provide
ancillary facilities, such as a whirlpool, sauna, spa, weight room, snack bar, or retail store. Some sites
offer daycare. Some sites offer competitive team sports. These facilities are membership clubs that
may allow access to the general public for a fee.
Time-of-Day Distribution for Parking Demand
The current database for this land use does not have sufficient data to produce a detailed, hour-by-
hour distribution of parking demand from which the analyst can determine a peak period of parking
demand. Based on the time periods for which data were collected for this land use and on a review
of comparable land uses with hour-by-hour parking demand data, the presumed peak period for
parki,ng demand for this land use is between late-afternoon and early-evening.
Additional Data
The average parking supply ratio for the four study sites with parking supply information is 1.1 spaces
per 1,000 square feet GFA. The average peak parking occupancy at these four sites is 96 percent.
The sites were surveyed in the 1990s in Oregon.
Source Numbers
275,276
Land Use Descriptions and Data Plots 281
282
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: 1000 Sq. Ft. GFA
On a: Weekday (Monday -Friday)
Setting/Location: General Urban/Suburban
Number of Studies: 2
Avg. 1000 Sq. Ft. GFA: 63
Peak Period Parking Demand per 1000 Sq. Ft. GFA
Average Rate Range of Rates 33rd / 85th Percentile 95% Confidence Standard Deviation
Interval (Coeff. of Variation)
0.94 0.80 -1.03 ***I*** *** *** ( *** )
Data Plot and Equation Caution -Small Sample Size
(/)
Q)
"i3 :c: ~
-0 ~ l1l a.
II
a.
80
60
40
,, ,, ,, ,, ,,
,, ,,
,, ,,
X
- - -. --·-....... --........................ -~ -. - - - - - - - - -........ -.. -. - - - - - - - -~-. -.. --~ ................ -.. .
,, ,, ,, ,, ,, ,,
,, ,,
' ,, :,, ,,:
,,
••••••••••••••••••••••••• ·••••••••••••••••••••·••·•••·•••··•••·••··••••••••··•··•• ····X····························
.................................. •' ......... -. -. -... -. -............... ~ . . . . . . . . . . . . - - - - - - -.............................. -.. --- - - - - - - ---.... . 20
0 0 20 40 60 80
X = 1000 Sq. Ft. GFA
X Study Site - - - - -Average Rate
Fitted Curve Equation: *** R'= ***
Parking Generation Manual, 6th Edition
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: 1000 Sq. Ft. GFA
On a: Saturday
Setting/Location: General Urban/Suburban
Number of Studies: 1
Avg. 1000 Sq. Ft. GFA: 18
Peak Period Parking Demand per 1000 Sq. Ft. GFA
Average Rate Range of Rates
1.33 1.33 -1.33
Data Plot and Equation
"' Cl) 0 :i:: ~
'"C ~ co a.
II a.
30
20
33rd / 85th Percentile
***I***
········-------········--------······· ···············-··----··············-· 10
10
X = 1000 Sq. Ft. GFA
X Study Site
Fitted Curve Equation: ***
95% Confidence Standard Deviation
Interval (Coeff. of Variation)
*** *** ( *** )
Caution -Small Sample Size
X
20
- - - - -Average Rate
R•= ***
Land Use Descriptions and Data Plots 283
284
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: Courts
On a: Weekday (Monday -Friday)
Setting/Location: General Urban/Suburban
Number of Studies: 2
Avg. Num. of Courts: 15
Peak Period Parking Demand per Court
Average Rate Range of Rates
3.93 3.08 -4.59
Data Plot and Equation
80
60
u, Q)
0 :c ~
'O 40 Q) ~ ra Q.
II
Q.
20
0 0
X Study Site
Fitted Curve Equation: •••
Parking Generation Manual, 6th Edition
33rd / 85th Percentile
***I***
95% Confidence Standard Deviation
Interval (Coeff. of Variation)
*** *** ( *** )
Caution -Small Sample Size
.,, .,, .,,
X
.,, .,,
---·-··························-· __ ,! .,, .,, .,, .,, .,, .,, .,, .,,
----X-----------------------------------------------
10 20
X = Number of Courts
-----Average Rate
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: Courts
On a: Saturday
Setting/Location: General Urban/Suburban
Number of Studies: 1
Avg. Num. of Courts: 12
Peak Period Parking Demand per Court
Average Rate Range of Rat~s
2.00 2.00 -2.00
Data Plot and Equation
Ul Q) 0 i: ~
'O ~ Cll a.
II
a.
30
20
10
0 0
X Study Site
Fitted Curve Equation:***
33rd / 85th Percentile
***I***
10
X = Number of Courts
95% Confidence Standard Deviation
Interval (Coeff. of Variation)
*** *** ( *** )
Caution -Small Sample Size
X
20
-----Average Rate
R•= ***
Land Use Descriptions and Data Plots 285
286
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: Members (100s)
On a: Weekday (Monday -Friday)
Setting/Location: General Urban/Suburban
Number of Studies: 2
Avg. Num. of Members (100s): 5.5
Peak Period Parking Demand per 100 Members
Average Rate Range of Rates
10.73 8.00 -13.00
Data Plot and Equation
80
60
U) Q) 13 :c: Q) >
""C 40 Q) -l: t1l a.
,II
a.
20
0 0 2
X Study Site
Fitted Curve Equation: ***
Parking Generation Manual, 6th Edition
33rd / 85th Percentile
***I***
95% Confidence Standard Deviation
Interval
***
: ,
.... : ,, . ,,
(Coeff. of Variation)
*** ( *** )
Caution -Small Sample Size
- - - -.. ~ ....... - - -. - - - -.......... ·/. -_, - -.. -........... .
,, ,, ,, ,, ,,
. ---.. ----.... -.. ----" .... --x-" --" -.. --" -_,_ ... " . "." ..... " ......... " .. .
4 6 8
X = Number of Members (100s)
- - - - -Average Rate
R•= ***
ite:
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: 1000 Sq. Ft. GFA
On a: Weekday (Monday -Friday)
Setting/Location: Dense Multi-Use Urban
Number of Studies: 1
Avg. 1000 Sq. Ft. GFA: 26
Peak Period Parking Demand per 1000 Sq. Ft. GFA
Average Rate Range of Rates
1.15 1.15-1.15
Data Plot and Equation
"' Q) 0 :c ~
"O ~ m Q.
II
Q.
40
30
20
33rd / 85th Percentile 95% Confidence Standard Deviation
Interval (Coeff. of Variation)
***I*** *** *** ( *** )
Caution -Small Sample Size
··•···••····•·· ·········X··················
······--·······---··················--·······---······--·················-········-······ --··············· -----------····· ----············ 10
0 0 10 20 30
X = 1000 Sq. Ft. GFA
X Study Site - - - - -Average Rate
Fitted Curve Equation: *** R'= •••
Land Use Descriptions and Data Plots 287
288
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: Courts
On a: Weekday (Monday -Friday)
Setting/Location: Dense Multi-Use Urban
Number of Studies: 1
Avg. Num. of Courts: 10.0
Peak Period Parking Demand per Court
Average Rate Range of Rates 33rd / 85th Percentile 95% Confidence Standard Deviation
Interval (Coeff. of Variation)
3.00 3.00 -3.00 ***I*** *** *** ( *** )
Data Plot and Equation Caution -Small Sample Size
Cl) Q)
'i3 :i:: ~
'C ~ cu 0..
II
0..
40
30 ••·•••••··•••••··•••••··•••••·•··••··· ··············X···· ·••··••••···•••····•••••·••••···••••···•••··•·••••···••••···••··
20
... - - -.... - -...... - -.... - -...... -.... - -..... - -..... -.... - - -..... - -... ~ ..... - - -... - -..... - -... -- - -.... - - -.... - - -..... - - -.. -- - -..... - -... - -10
0 0 10 20
X = Number of Courts
X Study Site -----Average Rate
Fitted Curve Equation: *** R'= ***
Parking Generation Manual, 6th Edition ilc:
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: Members (1 00s)
On a: Weekday (Monday -Friday)
Setting/Location: Dense Multi-Use Urban
Number of Studies: 1
Avg. Num. of Members (100s): 20
Peak Period Parking Demand per 100 Members
Average Rate Range of Rates 33rd / 85th Percentile 95% Confidence Standard Deviation
Interval (Coeff. of Variation)
1.50 1.50-1.50 ***I*** *** *** ( *** )
Data Plot and Equation Caution -Small Sample Size
40
30 ··••·•••···•··•••·••·•··••···••··••····•··•··• ...... ·······•··•••··•••••••··• ·············X················· ···•·••••••••••···•·•··
:fl u :E ~
~ ~ ro D..
II
D..
20
10
0 0
X Study Site
Fitted Curve Equation: ***
10 20 30
X = Number of Members (1 ODs)
- - - - -Average Rate
R•= ***
Land Use Descriptions and Data Plots 289
Racquet/Tennis Club
(491)
Peak Period Parking Demand vs: Courts
On a: Weekday (Monday -Friday)
Setting/Location: General Urban/Suburban
Number of Studies: 2
Avg.Num.ofCourts: 15
Peak Period Parking Demand per Court
Average Rate Range of Rates
3.93 3.08 -4.59
Data Plot and Equation
80
60
43
33rd 185th
Percentile
*** I ***
1/) Cl) u :.c: --------------------------------~ ~
"C ~ ro Cl.
II
Cl.
40
20
X Study Site
Fitted Curve Equation: ***
,11
5 10
X = Number of Courts
95% Confidence
Interval
***
Standard Deviation
(Coeff. of Variation)
***
Caution -Small Sample Size
X
X
15 20
Average Rate
Parking Generation Manual, 6th Edition • Institute ofTransportation ~Hgin'fuJJ F CA R LS 8 /'-, D
JAN 3 0 2025
PLANNING 01\/l~'Oi !
PART A. Project Summary Information
NAME OF PROJECT: Pickleball CUP ------------------------------
APPLICATION PERMIT TYPES REQUESTED: Minor Conditional Use Permit -----------------------
ACCESSOR PARCEL NUMBERS: 213-261-25-00 ---------------------------
PROPERTY ADDRESS: 6131 Innovation Way, Carlsbad
CONTACT: 121 Applicant □ Property Owner □ Agent
Signature: ______________________________ _
Name: Paul Dan Date: 08/21/24
Fully describe the proposed project by application type. Include any details necessary to adequately explain the
scope and/or operation of the proposed project. You may also include any background information and
supporting statements regarding the reasons for, or appropriateness of, the application. Use an addendum sheet
if necessary.
Please see attached Project Description.
Page 2 of 4
P-1 (8) Fonn Rev 412024
PART B. Supplemental Information
Denote whether the following items are applicable to the project or if any portion of the property located within any of the
following? Use an addendum sheet to further describe all items marked "yes" in this list (attach additional sheets as
necessary).
1. A very high fire hazard severity zone, as determined by the Department of Forestry
and Fire Protection pursuant to Government Code§ 51178 for State Responsibility
Areas; or any official local maps published pursuant to Government Code§ 51178
for Local Responsibility Areas.
2. Wetlands, as defined in the United States Fish and Wildlife Service Manual, Part
660 FW 2 (June 21, 1993).
3. A hazardous waste site that is listed pursuant to Government Code § 65962.5 or a
hazardous waste site designated by the Department of Toxic Substances Control
pursuant to Health and Safety Code§ 25356 of the Health and Safety Code.
NOTE: Certification of compliance required on Form P-l(C).
4. A special flood hazard area subject to inundation by the 1 percent annual chance
flood (100-year flood) as determined by the Federal Emergency Management
Agency in any official maps published by the Federal Emergency Management
Agency.
5. A delineated earthquake fault zone as determined by the State Geologist in any
official maps published by the State Geologist.
6. Any historic or cultural resources known to exist on the property.
7. The project requires any approvals under the Subdivision Map Act, such as a parcel
map, a tentative map, or a condominium map.
NOTE: If "yes," you may need to complete Form P-l(E) and Form P-l{F).
8. Any existing residential use on the site (units or structures)?
NOTE: If "yes, 11 you must complete Form P-38.
9. The project require a Density Bonus Approval.
NOTE: If "yes," you must complete Forms P-l{H).
Yes
□
□
□
□
□
□
□
□
□
No
I&]
Kl
~
[Zj
Page 3 of 4
P-l(B) Fonn Rev 4/2024
10. The project site located within the Coastal Zone. □
NOTE: If "yes," you may need to complete Form P-6 and/or Form P-7.
a. If "yes," does any portion of the property contain wetlands, as defined in ntle D
14 of the California Code of Regulations§ 13577.
b. If "yes," does any portion of the property contain environmentally sensitive D
habitat areas, as defined in Public Resources Code § 30240.
NOTE: If "yes," you may need to complete Form P-17 or Form P-18.
c. If "yes," does any portion of the property contain a tsunami run-up zone or D
mapped inundation area.
d. If "yes," does any portion of the property contain any public access to or along D
the coast.
11. The project impacts a stream or other resource that may be subject to a D
stream bed alteration agreement pursuant to Chapter 6 (commencing with Fish
and Game Code § 1600.
12. Any portion of the property is subject to any recorded public easement, such D
as easements for storm drains, water lines, and other public rights of way.
I/We declare under penalty of perjury that I/we have reviewed this Affidavit and the information furnished is true
and correct.
Name : Paul Dan
Signature: --~"-9,,-~"""--;a.,,.-===::::a,"=..::.::-_-:;_-..,,.1 _________________ _
This form must be stapled/attached to the application and shall be effective until replaced or revoked in writing.
NOTE: The Applicant, Property Owner, or Agent should use this form when submitting project revisions to update
the information provided in response to issues raised by during the course of the city's review.
Page 4 of 4
P-1(8) Fonn Rev 4/2024
August30,2024
tW
HO\NES I WEILER I LANDY
PLANNING & ENGINEERING
Subject: Project Description P-1(8) Attachment
Pickleball CUP Proiect Description:
This application is for the creation of a pickleball operation in Carlsbad. The applicant is
requesting a minor conditional use permit through the city of Carlsbad to allow the use of
pickleball courts and operations within an existing light industrial building located at 6131
Innovation Way. The pickleball project would occupy approximately 32,441 sq .ft. of the
existing 56,915 sq.ft light industrial building. The building was previously approved by the
City of Carlsbad under SDP 15-09, PUD 15-09, MS 15-06, referred to as Shea Industrial.
Of the 32,441 sq.ft. of the 26,559 square feet is warehouse, 3,393 sq.ft. is ground floor
lobby, bathroom and office, and a 2,489 sq.ft. mezzanine all prior approved under the
mentioned entitlements.
The applicant is proposing to utilize the 26,559 sq.ft. warehouse space for 13 pickleball
courts, the 2,489 sq.ft. mezzanine would be utilized as a patron lounge and ground floor as
a lobby and entry and office space that is less than 500 sq.ft. Absolutely, no new
development to the exterior or interior is involved. Additionally, no walls or interior space
will be changed. The existing building and function is an ideal design for the operation for
pickleball courts to operate. The warehouse where the pickle ball courts will be located
adequate lighting and ventilation that is conducive to operate such use.
Hours of Operation
The proposed project is seeking to ope rate between 6AM and 1 0PM Monday-Sunday.
Being in a light industrial area, except for some restaurant uses such as Eureka and Del
Lusso Pizza , these hours would not be impactful to the surrounding area. In addition, the
location of the use is in an area which typically decreases in occupation around 5PM,
making this use less than significant on noise, traffic and surrounding uses.
Employees
The project proposes to function on three employees per day. This use does not require a
lot of staff given that pickleball is self-serving and functioning. One employee for the front
desk check-in/reception area located in the lobby on the first floor, an employee at the
snack bar which is location within the mezzanine, and an employee in the office.
Parking
The tenant space is allotted 87 parking spaces. Below is a breakdown of all the parking
usage and how the project will be below the allotted 87 parking spaces, and then
assembled in a table to account for the complete tenant space.
Pickleball Courts Usage 26,559 sq.ft.: 4 players/court X 13 courts= 52 maximum.
Office: 500 sq.ft. of existing office, per CMC Section 21.44 Table A, Office is 1 parking
space/ 250 sq.ft. requiring 2 parking spaces.
The rest of the ground floor area will be utilized as a lobby that also provides a bathroom,
this usage will be calculated as warehouse which would be 1 parking space/ 1,000 sq.ft.
3,393 ground floor-500 sq.ft. office= 2,893/1,000 = 2.89 parking spaces, or 3 parking
spaces.
Employees: Three employees per day. This use does not require a lot of staff to function.
Requiring two parking spaces, since the office space is already allotted for.
The mezzanine area will be used as an area for patrons to sit and utilize with a small snack
shop already existing in the building. The closest use per the parking ordinance would be
individual retail which is 1/300 sq.ft. Existing mezzanine 2,489 sq.ft./ 300 sq.ft.= 8.3
parking spaces, or rounded down to 8 parking spaces.
Parking Cales Table
Use Square Footage Occupied Required Parking Spaces
Pickleball Courts 26,559 sq.ft. 52 parking spaces
Ground Floor Office 500 sq.ft. 2 parking spaces
Ground floor 2,893 sq.ft 3 parking spaces
lobby/restroom
Employees 3/day 2 parking spaces (1
occupied office)
Mezzanine/Lounge 2,489 sq.ft. 8 parking spaces
Total 67 parking spaces demand
With approximately 67 parking space occupied at maximum the proposed use would be
well below the allotted 87 parking spaces provided to the tenant space.
Surrounding Uses
Located at 6131 Innovation Way, Suite 100, the proposed project is located in an ideal area.
The neighboring property located at 6133 Innovation Way, is a trampoline park that has
functioned as such for years within the city. The proposed use is a less intensive use than
the trampoline park, yet compatible with the surrounding uses that are permitted by the
City of Carlsbad.
Consistency with Carlsbad Municipal Code
The zoning for the site is Planned Community (P-C,) and within the Bressi Ranch Master
Plan MP 178(K.) Within the Master Plan, the site is located in Planning Area 3, which defers
to the Planned Industrial (P-M) zoning. Within the P-M zone, Athletic clubs, gymnasiums,
health clubs, and physical conditioning businesses are permitted through the approval of a
minor Conditional Use Permit, CMC Section 21 .34.020 Table A. This use is considered an
athletic club, or health club by allowing the sport of pickle ball. Therefore, by approval of a
minor conditional use permit would be consistent with Master Plan 178(K), the zoning
ordinance, and general plan.
PART A. Re quested Environmental Clearance (All Projects)
0 DON'T KNOW/ UNKOWN. It Is unknown how CEQA applies to this project.
0 CEQA APPLICABILITY -NOT A PROJEO. The requested activity associated with the application
package is NOT a Nproject" as defined by CEQA (Public Resources Code§ 21065; CEQA Guidelines
§ 15378.
Applicable Public Resource Code or CEQA Guidelines Sec.: ____________ _
EXEMPT FROM ENVIRONMENTAL REVIEW. An Applicant, Property Owner, or Agent
contemplating using a CEQA exemption should carefully review both the Public Resources Code
and the State CEOA Guidelines to determine whether specific criteria apply that may or may not
be applicable to their proposed project. To assist the city in assessing whether the proposed
project is exempt from further review, the Applicant, Property Owner, or Agent may be asked to
provide written explanation and substantiate the requested exemption (see below).
□ Ministerial. The requested activity is exempt from further CEQA review because
it is specifically excluded from CEOA consideration as defined by the State
Legislature. These exemptions are delineated in Public Resource Code §§ 21080
et seq. and CEQA Guidelines.
Applicable section: ___________________ _
categorical. The requested activity is e.xempt from further CEQA review because
It belongs to a 11st of classes of projects that generally are considered not to have
potential Impacts on the environment. Categorical exemptions are identified by
the State Resources Agency and are defined In the CEQA Guidelines §§ 15300-
15333. ADDITIONAL DOCUMENTATION MUST BE ATTACHED. Written evidence
must include why the quested exemption Is not negated by some sort of an
~xception to the exemption, pursuant to CEQA Guidelines §15300.2 and Chapter
19.04 of the carlsbad Municipal Code.
D Other type of exemption, such as Agricultural Housing, Affordable Housing, and
exemption for residential projects In a specific plan, etc. (Article 12.5 of the CEQA
Guidelines;§ 15182; § 15183; Public Resources Code§ 21155.1; etc.)ADDmONAL
DOCUMENTATION AND/OR CHECKUST MUST BE ATTACHED.
□ ENVIRONMENTAL DOCUMENTATION REQUIRED. Environmental review Is required under CEQA
because the project does not qualify for an exemption. This Environmental Information Form wlll
be used to assist staff in determining what type of environmental documentation (I.e.,
Environmental Impact Report, Mitigated Negative Declaration, or Negative Declaration) will be
required to be prepared, per CEQA and Chapter 19.04 of carlsbad's Municipal Code. The city will
typically complete its initial environmental study thirty days after an application Is determined
complete, consistent with Public Resources Code§ 21080.2; CEQA Guidelines§ 15102, unless the
t lmeframe is extended.
Page 2 of 5
P-l(D)Fonn ReY 61.2023
PART B. Property and Project Screening Information (If Applicable)
This section is to be completed only if further environmental review and documentation Is required (such
as an Environmental Impact Report, Mitigated' Negative Declaration, or Negative Declaration. After your
Land Use Review Application Is complete, the City Planner will request the preparation of an Initial Study,
which will rely, in part, on the lnformotlon provided In this form. If you believe that a previously completed
CEQA document adequately addresses the environmental impacts of the proposed project, a Petition for
Use of Prior CEQA Document or tiering checklist (as required by CEQA) may be filed which wlll be reviewed
ond considered. It Is Important to note that the details of the request must be carefully evaluated and
Planning staff's recommendation or decision for environmental review may change.
NOTE: if you have any questions regarding what constitutes an environmental resource of concern,
Planning staff may be contacted for further Information. The clarity and accuracy of the information you
provide is critical for purposes of quickly determining the specific environmental effects of your project.
1. Describe each item as it relates to the PROJECT SITE:
a. Existing land uses/ structures: Light industrial building approximately 62,000 sq.ft.
b. Topography/ slope: _fl_a_t l_o_t ___________________ _
c. Vegetation: prior approved landscpaing
d. Wildlife: No ----------------------------
e. Surface waters: _N_o ________________________ _
f. Cultural / historical resources: No ---------------------
g. Other: ___________________________ _
2. Describe each item as It relates to the SURROUNDING AREA:
a. Existing land uses/ structures: _L....:ig::....h_t_in_d_u_st_r_ia_l _b_u_ild_i_ng::..s ___________ _
b. Topography/ slope: _fl_a_t _____________________ _
c. Vegetation: prior approved landscaping
d. Wildlife: No ----------------------------
e. Surface waters: No -------------------------
f. Cultural/ historical resources: No ---------------------
g. Other: ___________________________ _
Page 3 of 5
P-I(D) Fonn Rev 6/2023
3. Describe the whole action involved, including but not limited to later phases of the project, and any
secondary, support, or off-site features necessary for Its Implementation.
Existing building, applicant is interested in creating 1J pickleball courts in tenant space
4. What steps can be taken to mitigate any adverse effects that may result from this project? List the
adverse effect first, then the mitigation measure(s) to reduce that effect.
N/A
Are the following items applicable to the project or its effects? Discuss all items checked "yesu (attach
additional sheets as necessary).
5.
6.
7.
8.
9.
10.
10.
11.
12.
13.
14.
15.
Yes No
Change in existing features of any bays, tidelands, beaches, or hills, or substantial □ [g]
alteration of ground contours.
Change in scenic views or vistas from existing residential areas or public lands or □ ~
roads.
Change in pattern, scale or character of general area of project. □ K]
Significant amounts of solid waste or litter. □ 00
Change in dust, ash, smoke, fumes or odors in vicinity. □ lg]
Change in ocean, bay, lake, stream or ground water quality or quantity, or □ Ii]
alteration of existing drainage patterns.
Substantial change in existing noise or vibration levels In the vicinity. □ ~
Site on filled land or on slope of 10 percent or more. □ ~
Use of disposal of potentially hazardous materials, such as toxic substances, □ ~
flammables or explosives.
Substantial change in demand for municipal services (police, fire, water, sewage, □ 00
etc.).
Substantially increase fossll fuel consumption (electricity, oil, natural gas, etc.). □ ~
Relationship to a larger project or series of projects of the same type in the same □ I&]
general area.
Page 4 of S
P-l(D) Form Rev 6/2023
Yes No
16. Site with tree groves, rock outcroppings, or similar resources. □ !xi
17. Site with sensitive plant or animal habitats, defined by the California Endangered □ IKJ
Special Act (Fish and Game Code §§ 2050 et. seq.) or the Federal Endangered
Species Act (16 U.S.C. §§ et. seq.); or sensitive, rare, candidate species of special
concern; endangered or threatened biological specials or their habitat (specifically
including sage scrub habitat for the California Gnatcatcher); or the site Is
immediately adjacent to a corridor or larger area which has wildlife movement.
18. Site has known archaeological or cultural resources from either historic or □ 00
prehistoric periods.
19. Site has buildings or structures, Including houses, garages, barns, commercial □
structures, etc. with extant architecture that are usually more than 45 years old.
NOTE: The city requires completion of this form for informational purposes. An affirmative response to any
of the Items does not necessarily trigger special or additional CEQA review. Any environmental studies (i.e.,
biological, cultural resource, traffic, noise) that are necessary to substantiate a "no impact" or "'yes impactn
determination should be submitted as an attachment to this Environmental Information Form to help
expedite the city's environmental review but IS NOT required to complete your application. Formal
environmental review does not begin the Land Use Review Application is determined to be complete.
A few statutes or ordinances require agencies to make decisions on pennits within time limits that are so
short that review of the project under CEQA time limits would be difficult. To enable the city to comply
with the Permit Streamlining Act and CEQA, the case planner will deem an application for a project not
received for filing under the statute or ordinance until such time that progress toward completing the
environmental documentation required by CEQA is sufficient to enable the city to finish the CEQA process
within the shorter permit time limit.
This form must be stapled/attached to the application and shall be effective until replaced or revoked
in writing.
Page 5 of 5
P, I (D) .Form Rev 6/2023
,
..
( City of
Carlsbad
TIME LIMITS ON Development services
DISCRETIONARY Planning Division
PROJECTS CITY OF CARLSBADt63s F::,a;~~;;~~
P-1 (E) SEP 1 g 2024 www.carlsbadca.gov
PLANNING DIVISION
Ulj ACKNOLWEDGEMENT INFORMATION
nme limits on the processing of discretionary projects established by State law do not start until a project
application is determined to be complete by the city. The city has thirty calendar days from the date of
application submittal to determine whether an application Is complete or incomplete. The State law, called
the Permit Streamlining Act (California Government Code §§ 65920 et seq.), applies to "development
projects," which include subdivision maps and most discretionary development permit applications. It does
not apply to ministerial actions (such as building permits, lot line adjustments, etc.) and does not apply to
legislative actions (such as zoning district or map changes).
Permit application intake and project review must not begin unless a "dulyfiledH application package has been
submitted and all required elements are accepted by the Planning Division. For the Planning Division to
consider a project application duly filed, the application must be accompanied by all forms, documents and
other relevant requirements specified in the Minimum Intake Submittal Requirements Checklist. If Planning
staff finds that the checklist submittal requirements have been provided, the application must be considered
duly filed and accepted for intake. The application is assigned a case number, the customer informed that
application has been accepted for processing as of the date of intake, and the application routed to Planning
Division management for assignment. Under the Permit Streamlining Act, within thirty days of submittal of
a duly filed development permit application, you will receive a letter stating whether the Land Use Review
Application Is complete or Incomplete. The case planner must deem an application "complete" pursuant to
Government Code § 65943 If the applicant provides all the required information in the Completeness
Determination Requirement Checklist. If it is determined "incomplete," the case planner will transmit a letter
to the applicant and will state what is needed to make this application complete. When the application is
determined "complete," the processing period will start upon the date of the completion letter.
The californla Environmental Quality Act (CEQA) works together with the Permit Streamlining Act by
commencing its environmental review after project application is complete. Development project applications
that are not exempt from CEQA and are subject to environmental review are also subject to environmental
review processing time limits pursuant to CEQA Guidelines. The State guidelines establish time llmits for the
three main components of environmental review: 1) the Initial Study; 2) Negative Declaration completion;
and 3) Environmental Impact Report completion. These processes and time limits are separate from the time
limit and processes of Plannlng Department review of development project permit applications although
the projects go through both processes unless they are categorically exempt. After CEQA review, the Permit
Streamlining Act controls again through project decision.
If you have any questions regarding application submittal requirements (i.e., clarification regarding a
specific requirement or whether all requirements are necessary for your particular application) please call
please call (442) 339-2600 or email planning@carlsbadca.gov.
Page 1 of 2
P-1(A) Form Rev 612023
A few statutes or ordinances require agencies to make decisions on permits within time limits that are so short
that review of the project under CEQA would be difficult. To enable the city to comply with both the Permit
Streamlining Act statute and CEQA, the case planner must deem an application for a project not received for filing
under the statute or ordinance until such time as progress toward completing the environmental documentation
required by CEQA Is sufficient to enable the city to finish the CEQA process within the short permit time limit.
BY SIGNING BLEOW, I/We understand that this form must be completed as part of the application and
documents that I/we have been informed of process requirements and timelines including: 1) time limits on
determining application comp.leteness; 2) notifying applicants In writing if their applications are complete; 3)
time limits for environmental review; and, 4) disclosure to applicants about these time limits and certain
aspects of the application review process .
Each city review letter will include a project processing schedule and estimated decision date that
Incorporates the dme limits for processing projects. I/We also understand that tf there are any concerns
about the progression on the development application (e.g., the notice, review, or decision schedule) the
Applicant, Property Owner, or Agent should immediately contact the case planner to discuss project
processing, upcoming milestones, and/or timellne concerns. Time periods may be extended by mutual
consent, within limits.
NAME OF PROJECT: Pickleball CUP ------------------------------
BRIEF SUMMARY OF PROJECT: creating 1' pickleball courts in existing light industrial building
LOCATION: 6131 Innovation Way, Carlsbad
CONTACT: 0 Applicant □ Property Owner D Agent
Signature: __ ~-----"'--------------------------
Name: Paul Dan Date: 08/21/24
This form must be stapled/attached to the oppllcatlon and shall be effective until replaced or revoked in
writing.
NOTE: Not all discretionary projects ore subject to the 30-doy review period. And there might be circumstances
that dictate a different processing timeline pursuant to state law.
Page 2 of 2
P-1(A) Fonn Rev612023
2. All costs incurred by the city in processing said application, including overhead, whether within
or over the is the Financially Responsible Party's personal obligation and shall not be affected by
sale or transfer of the property subject to the application, changes in Financially Respons ible
Party's business organization, or any other reason. "Costs incurred by the city" as identified in
this paragraph may include costs for the services of an outside contractor for third party review,
including environmental evaluation. Where the City Planner determines it is necessary to
engage the services of an outside contractor to assist with application processing, costs for such
services are to be paid by the Financially Responsible Party in the same manner identified
above.
3. If the Financially Responsible Party withdraws an application, the City Planner will cease
processing of the application within one day and will proceed with the case closure process. The
Financially Responsible Party is responsible for all case closure costs. Case closure costs will be
minimized to the maximum extent practicable.
The Financially Responsible Party is a (check one):
□ Applicant □ Property Owner □ Agent '21 Other: ____________ _
Financially Responsible Party's Legal Name: _N_i_c_k_D_a_w_s_o_n ___________ _
Address: 6131 Innovation Way, Carlsbad
City: Carlsbad State: _C_A __ Zip Code: _9_2_0_09 ___ _
Phone: ______________ Cell Phone: ___________ _
Email: nickbdawson@gmail.com
By signing below, I/We have read this form and agree to all terms and limitations provided for
application intake and processing. I understand and agree that as the Financially Responsible Party, I/We
are responsible for payment of all fees associated with this project including all hourly or other fees
which might accrue during the review and/or post-issuance whether the permit issued or whether the
application is canceled or denied before the permit is issued.
Financially Responsible Party Signature:--~-~~--~------Date: 9/17/2024
Print Name: Nick Dawson
The information about the Financially Responsible Party provided above must be 100% accurate. If there
is a refund, the check will be mailed to the name and address stated below. If the information stated on
this form is inconsistent with our system, the Financially Responsible Party must clarify and correct
before the application can be deemed complete. Also, a Letter of Authorization (LOA) is requ ired if the
Financially Responsible Party is a "company", stating that the Agent has the authority to complete and
sign this form.
Page 2 of 3
P-1 (J) Form Rev 7/2023
PART B. Change in Assignment (New Responsible Party)
This portion of the submittal form is to be completed when the Financially Responsible Person changes
during the course of processing the application with the City of Carlsbad.
Transferring from (to be completed by current Financially Responsible Party):
I, hereby assign and transfer all rights and financial -----------------~
responsibilities for the following application:
PROJECT NAME: ________________________ _
BRIEF PROJECT SUMMARY: _____________________ _
PROJECT LOCATION : _______________________ _
PLANNING CASE NOS.: ______________________ _
Current Financially Responsible Party Signature: _______________ _
Print Name: __________________ Date: _______ _
Acceptance ofTransfer (to be completed by the new Financial Responsible Party):
I,------------~ hereby accept financial responsibility for the above-mentioned
project from ___________ (FRP, Part A.), effective date _____ _
New Financially Responsible Party's legal Name: _______________ _
Address: ____________________________ _
City: ______________ State: ___ Zip Code : ______ _
Phone: _____________ Cell Phone: ____________ _
Email: _____________________________ _
New Financially Responsible Party Signature: ________________ _
To be stapled/attached with receipt to the application and shall be effective until replaced or revoked in
writing.
Page 3 of 3
P-1(J) Form Rev 7/2023
----------~,-------------~A----------'.;:.>'
Development Services
Planning Division
1635 Faraday Avenue
(442) 339-2610
www.carlsbadca.gov
PURPOSE
CLIMATE ACTION PLAN
CONSISTENCY CHECKLIST
P-30
CfTYOF CARLSBAD
SEP 1 9 2024
PLANNING DIVISION
( City of
Carlsbad
In September 2015, the City of Carlsbad adopted a Climate Action Plan (CAP) that outlines actions that
the city will undertake to achieve its proportional share of state greenhouse gas (GHG) emissions
reductions. This checklist contains measures that are required to be implemented on a project-by-project
basis to ensure that the specified emissions targets identified in the Climate Action Plan (CAP) are
achieved. Implementation of these measures will ensure that new development is consistent with the
CAP's assumption for re levant CAP strategies toward achieving the identified greenhouse gas (GHG)
reduction targets. In this manner, a project's incremental contribution to a cumulative GHG emissions
effect may be determined not to be cumulatively considerable if it complies with the requirements of the
CAP, in accordance with CEQA Guidelines Sections 15O64(h)(3), 1513O(d), and 15183(b).*
*City staff are currently not assessing the greenhouse gas impacts of California Environmental Quality Act
projects by using the Climate Action Plan as a qualified GHG reduction plan under CEQA section
15183.S(b). Please consult with the Planning Department for further guidance. Additional information
may be found on the Climate Action Plan Update and Vehicle Miles Traveled calculations staff report.
This checklist is intended to assist project applicants in identifying CAP ordinance requirements and
demonstrate how their project fulfills those requirements. This checklist is to be completed and included
in applications for new development projects that require discretionary review. The specific applicable
requirements outlined in the checklist shall be required as conditions of project approval for CAP
compliant projects with streamlined GHG emissions assessments. This checklist (i.e. Form P-3O) is
complementary to the checklist provided in Form 8-50, which is specific to building permits and required
for building permit applications.
APPLICATION SUBMITTAL REQUIREME NTS
The completed checklist must be included in the project submittal package or building permit
application. Application submittal procedures can be found on the City of Carlsbad website. This
checklist is designed to assist the applicant in identifying the minimum CAP-related requirements
specific to their project. However, it may be necessary to supplement the completed checklist with
supporting materials, calculations or certifications, to demonstrate full compliance with CAP
requirements. For example, projects that propose or require a performance approach to comply
with energy-related measures will need to attach to this checklist separate calculations and
documentation as specified by the ordinances.
• If an item in the check list is deemed to be not applicable to a project, or is less than the minimum
required by ordinance, an explanation must be provided to the satisfaction of the Planning Division
or building official.
• The requirements in the checklist will be included in the project's conditions of approval or issuance
of building permit.
• Details on CAP ordinance requirements are available on the city's website.
P-30 Page 1 of 8 Revised 6/22
City of Carlsbad Climate Action Plan Consistency Checklist
STEP 1: LAND USE CONSISTENCY
The first step in determining CAP consistency for discretionary development is to assess the project's consistency
with the growth projections used in the development of the CAP. This section allows the city to determine a
project's consistency with the land use assumptions used in the CAP. Projects found not to be consistent with the
CAP's land use assumptions and that are projected to emit at or above the CAP screening threshold of 900 metric
tons of CO2 equivalent (MTCO2e) GHG will be subject to a project-specific analysis of GHG emissions' impact on the
environment in accordance with the requirements of the California Environmental Quality Act (CEQA). This may
result in GHG-reducing mitigation measures applied as a condition of project approval in addition to compliance
with the CAP ordinance requirements Identified in Step 2 of this checklist.
.--. -_. ----...,,
•: • • • • I
Checklist Item
(Check the appropriate box and provide an explanation and supporting documentation for your answer)
A. Is the proposed project consistent with the existing General Plan land use and specific/master plan or zoning designations?
OR,
If the proposed project is not consistent with the existing land use plan and 2oning designations, does the project include a
land use plan and/or specific plan, master plan or zoning designation amendment that would result in an equivalent or less
GHG-intensive project when compared to the existing designations?
Yes No
□
If "Yes", proceed to Step 2 of the checklist. For the second option under Question A above, provide estimated project-related GHG emissions under both existing and
proposed designation(s) for comparison. GHG emissions must be estimated in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the
Oimate Action Plan.
If-No•, proceed to Question B.
8. The CAP established a screening threshold of 900 MTCOie/year for new development projects to assist in determining
consistency with the CAP. The types and sizes of typical projects listed below have been determined to correspond to the CAP
screening threshold. Will the proposed land use change result in the construction of less than any one of the following?
• Single-Family Housing: 50 dwelling units
• Multi-Family Housing: 70 dwelling units
• Office: 3S,OOO square feet
• Retail Store: 11,000 square feet
• Grocery Store: 6,300 square feet
• Other: If the proposed project is not one of the above types, provide a project-specific GHG emissions analysis to
determine whether it is below the 900 MTCChe/year screening threshold.
If "Yes", proceed to~ of the checklist.
□ □
If NNo#, the project's GHG impact is potentially significant and must be analyzed in accordance with CEOA. Applicant must prepare a Self-developed GHG emissions
red uction program in accordance with the City of Carlsbad Guidance to Demonstrating Consistency with the Climate Action Plan to demonstrate how it would offset
the increase in emissions over the existing designations. The project must incorporate each of the applicable measures identified in Step 2 to mitigate cumulative
GHG emissions impacts unless the decision maker finds that a measure is infeasible in accoolance with California Environmental Quality Act Guidelines Section
15091. Mitigation in lieu of or in addition to the measures in Step 2 may be required, depending on the results of the project-specific GHG impact analysis. Proceed
and complete a project-specific Self-developed GHG emissions reduction program and Step 2 of the Checklist.
P-30 Page 2 of 8 Revised 06/22
TRANSPORTATION IMPACT ANALYSIS GU IDELI NES
City of
Carlsbad ------------------------------------------<:•I I Io r n I a
Apri/2018
D. Study Intersections: ( NOTE: Subject to revision after other projects, trip generation and distribution are
determined, or comments)
1. n/a
2.
3.
4.
5.
5.
7.
8.
-----------------
-----------------
-----------------
-----------------
E. Study Roadway Segments: (NOTE: Subject to revision after other projects, trip generation and
distribution are determined, or comments)
1. Innovation Wy (PAR and Gateway Rd) s.
z. Pedestrian/8icycle MM LOS (west side only for Pedestrian)
3.
4.
F. Other Jurisdictional Impacts
6.
7.
8.
-----------------
-----------------
-----------------
Is this project within any other Agency's Sphere of Influence or one-mile radius of boundaries? □Yes 12] No
If so, name of Jurisdiction: n/a ----------------------------
G. Site Plan (Attach a legible 11'X17' copy}
H. Specific Issues to be adressed in the Study (in addition to the standard analysis described in the
Guidelines) [To be filled out by Engineering Devision)
Level I LMA
Recommended by:
Walter B. Musial, PE RSP
Consultant's Representative
Scoping Agreement Submitted on
Scoping Agreement Resubmitted on
Approved Scoping Agreement:
~ Qtyofcartsbad
Traffte £n,fneerl.ng OMslon
01/21/2025
Date
01/21/2025
Date
01 /24/2025
Date
01 /26/25
Date
www.cL-mobility.com 36 I Page
(City of
Carlsbad
Community Devc.,opment Department -Planning Division
Project Facility Avai lability -Water
DISTRICT CASHIER'S USE OM.Y
Org/ Account:
Date/Amount: _____ _
(Form P-99W; Refer to Info-Bulletin 1B-116 for processing instructions) Approved By: _____ _
APPLICANT & PROJECT INFORMATION (COMPLETED BY APPLICANT) -. --... Pickleball CUP 6131 Innovation Way/ APN 213-261-25-00
Project Name Project Address and Assessor Parcel Number{s) ~i::o 1 a ?n,,
A. Project scope (Respond to all seven items) V -----.-
1. Is a draft site plan attached to this Project Facility Availability Form: □Yes Iii No PLANNING DIVISION
2. Project type (select all that apply):
D Single-family ( ___ total units) D Multi-family ( ___ total units) D Office ( total square footage)
D Commercial ( total square footage) ii Industrial (56,915 total square footage)
3. ls the project proposing use of reclaimed/recycled water? D Yes iiiiiil No
4. Property is served by the following water district: ii Carlsbad Municipal □ Olivenhaln Municipal D Vallecitos
5. Location of nearest existing public water main: Innovation Way Water main size: _8 __ inches
6. Proposed connection point(s) to existing water main: N(i~~1i;rf-'lllrullit111Z,flllillin9111.ikllifig.ari-dlit-.
7. Was a water study prepared for this project? □Yes il No (If yes, attach a copy of the report)
What was the estimated maximum day demand? >.i:::uu \..:Jt-'U What was the peak hour demand? 11AM
8. Was a copy of the completed & signed P-99F form attached? ii Yes 0 No (District will !!Qt process P-99W without o P-99F attached}
a. Declaration
By signing below, the applicant acknowledges that the information provided is accurate and ocknowledges that any significant modification of the
proposed project may result in changes to the CFD's draft conditions/availabillty to serve.
Paul Dan Dlgllalt~ aigf,lld by Pi&ul Din Paul Dan 8/21/24 011ti, 2024.08.21 15:28:40 ·01"00'
Applicant Signature Applicant Name Date
714-580-8275 pdan@hwl-pe.com 2888 Loker Ave E, Carlsbad
Phone Number Email Address Malling Address
Once completed and signed, present this frxm to the serving water district for processing
FACILITY AVAILABILITY (COMPLETED BY SERVING WATER DISTRICT)
The information below is based on a cursory review of the information provided on this form (pre-filing of a formal land use development
application). Changes or modification in use, construction type or site design may impact water requirements. The applicant is encouraged to
process an updated form if the project changes.
District Name: Carlsbad Municipal Water District
1. ii! Project is entirely within the district
D Project is not entirely within the district, and a potential boundary issue exists with the following district: ________ _
D Project is not in the district, but within the sphere of influence boundary (owner must apply for annexation)
D Project is not in the district and not within the sphere of influence boundary
2. i!i Facilities to service the proposed project iiiiiil ARE D ARE NOT reasonably expected to be available within the next five years
If not available, reason:-------------------------------------
3. iiiiiil Project conditions not required
D Draft district conditions for the project attached. Total number of sheets attached: ___ _
D Conditions will be provided after the project has been submitted and deemed complete by the Planning Division
D If checked, th e Planning Division Is instructed to route submitted application/plans to district for further review.
4. i!i Applicant will be required to prepare a water system analysis: D Yes ii No
(Note: Upsizing may be required based on flow, velocity, and pressure requirements)
This Project Facility Availability Form is valid until final discretionary action is taken pursuant to the application far the proposed project unless a
shorter expiration date is otherwise noted. This docum,nt is not a commitment of s,ryicc or fqdlitlfs of the District. The completed form is to be
submitted to the Community Development Department (1635 Faraday Avenue) as part of the discretionary permit application.
Zackry Taylor Digitally ~-by Zatl<ry Toylo< 0818: 2024.08.21 16:01:56 -07'00"
District Staff Signature
Utilities Assistant Engineer
Title
PFA Form Water_p-99W_Jan. 2023
Zac Taylor
District Staff Name (Printed)
zac.taylor@cartsbadca.gov
Email
8/21/2024
Date
(760)271-0122
Phone number
Community Development Department -Planning Division
{city of
Carlsbad Project Facility Availability -Wastewater
DISTRICTCASHIER'S USE OMV
01'1/Aa:ollnt: -----
Date/Amount: -----
(Form P-99S; Refer to Info-Bulletin 18-116 for processing Instructions) ApprOYN By: ____ _
APPLICANT & PHOJtCT INFORMATION ( cor.1Pl[T[D UY Al'l'Ll(AN I)
Plck.leball CUP 6131 Innovation Way/ APN 213-261-25--00 CITY OF CA BLSB80
Project Name Project Address and Assessor Parcel Number(s)
A. Protect scope (Respond to all four Items) Sf-P 1 Cl 707/.
1. Is a draft site plan attached to this Project Faclllty Avallability Form: □Yes MNo
2. Project type (select all that apply): PLANNING DIVISION
D Single-family ( __ total units) □ Multl-famlly( __ total units) □ Office ( t.otal square footage)
D Commercial ( total square footage) ii Industrial ( _56,915 __ total square footage)
3. Location of nearest existing public sewer main: _Innovation Way Sewer main size: _12_ Inches
4. Proposed connection polnt(s) to existing sewer main: __ Ex~Ang !~ .. ~~U\,nj development
5. Property Is served by the following wastewater district: ii Qi1 ~-hi 1ld!Jal □ Leucadia □ Vallecltos
B,Dedaratlon
By signing below, the applicant acknowledges that the Information provided Is accurate and acknowledges that ony significant modification of the
proposed project may result In changes to the CFD's droft conditlons/availobllity to serve.
Paul Dan ~..,...to,_Don Paul Dan 08/21/24 Doll: lll24.la21 15'&4:16-0MIO'
Applicant Signature Applicant Name Date
760-929-2288 pdan@hwl-pe.com 2888 Loker Ave E, Carlsbad
Phone Number Email Address Malllng Address
OnGe i;ompleted and signed, present /Ii$ /bnn lo the Slll'Vinr, w.lllr dalnct for procmslnr,
F11CILITY AVAILABILITY (COMPLETED BY SrHVING WAS TEWA Tl R DISTRICT)
The Information below Is based an a cursory review of the information provided on this form (pre-filing of a formal land use development
app//c:.crtlon). Changes or modification In use, construction type or site design may Impact water requirements. The applicant Is encouraged to
process on updated form If the project changes.
District Name: City of Carlsbad
1. Iii Project Is entirely within the district
D Project ls not entirely within the district, and a potential boundary Issue exists with the following district: ________ _
□ Project Is not In the district, but within the sphere of influence boundary (owner must apply for annexation)
0 Project is not In the district and not within the sphere of Influence boundary
2. Iii Facllltles to service the proposed project Ii ARE O ARE NOT reasonably expected to be available within the next five years
If not available, reason:----------------------------------
3. Iii Project conditions not required
D Draft district conditions for the project attached. Total number of sheets attached: ___ _
0 Conditions will be provided after the project has been submitted and deemed complete by the Planning Division
D If chetked, the Planning Division Is Instructed to route submitted application/plans to district for further review.
11-,,s/c-... '""'
4. iiii Applicant will be required to prepare a water-system analysis: D Yes ii No
(Note: Upslzlng may be required based on flow, velocity, and pressure requirements)
This Project Facility Aval/ability Form Is valld until final discretionary action Is token pursuant to the application for the proposed project unless a
shorter eKplrotlon date Is otherwise noted. This doann,nt Is not a commitment ofHfldq or fadlltfes of the Dl5frict. The completed form Is to be
submitted to the Community Development Department (1635 Faraday Avenue) as part of the dlsa~tionary p~rmlt appllcat/on.
Zackry Taylor ~-1>1'1-T-Dlill: 2CQA,Ol.2:11fi::O'l:31..01"DO'
District Staff Signature
Utilities Assistant Engineer
Title
PFA Form Wastewater_P-99S_Jan. 2023
Zac Taylor
District Staff Name (Printed)
zac.taylor@carlsbadca.gov
Email
8/21/2024
Date
(760)271-0122
Phone number
STEP1
TO BE COMPLETED FOR AU PROJECTS
To determine if your project is a "development project", please answer the following question:
YES NO
Is your project LIMITED TO routine maintenance activity and/or repair/improvements to an existing building f81 □ or structure that do not alter the size (See Section 1.3 of the BMP Design Manual for guidance)?
If you answered "yes" to the above question, provide justification below then go to Step 6, mark the box stating "my project
is not a 'development project' and not subject to the requirements of the BMP manual" and complete applicant information.
Justification/discussion: (e.g. the project includes only interior remodels within an existing building):
The proposed project is a conditional use within an existing light-industrial building, no additions, no new
development, no exterior modifications are proposed with this project.
If you answered "no" to the above question, the project is a 'development project', go to Step 2.
STEP2
TO BE COMPLETED FOR ALL DEVELOPMENT PROJECTS
To determine if your project is exempt from PDP requirements pursuant to MS4 Permit Provision E.3.b.(3), please answer
the following questions:
Is your project LIMITED to one or more of the following:
YES NO
1. Constructing new or retrofitting paved sidewalks, bicycle lanes or trails that meet the following criteria:
a) Designed and constructed to direct storm water runoff to adjacent vegetated areas, or other non-
erodible permeable areas; OR □ □ b) Designed and constructed to be hydraulically disconnected from paved streets or roads; OR
c) Designed and constructed with permeable pavements or surfaces in accordance with USEPA
Green Streets guidance?
2. Retrofitting or redeveloping existing paved alleys, streets, or roads that are designed and constructed in □ □ accordance with the USEPA Green Streets guidance?
3. Ground Mounted Solar Array that meets the criteria provided in section 1.4.2 of the BMP manual? □ □
If you answered 'yes" to one or more of the above questions, provide discussion[justification below, then go to Step 6, mark
the second box stating "my project is EXEMPT from PDP ... " and complete applicant information.
Discussion to justify exemption (e.g. the project redeveloping existing road designed and constructed in accordance with
the USEPA Green Street guidance):
If you answered "no" to the above questions, your project is not exempt from PDP, go to Step 3.
E-34 Page 2 or 4 REV 04/23
STEP4
TO BE COMPLETED FOR REDEVELOPMENT PROJECTS THAT ARE PRIORITY DEVELOPMENT PROJECTS (POP)
ONLY
Complete the questions below regarding your redevelopment project (MS4 Permit Provision E.3.b.(2)):
YES NO
Does the redevelopment project result In the creation or replacement of impervious surface in an amount of
less than 50% of the surface area of the previously existing development? Complete the percent impervious
calculation below:
Existing impervious area (A) = sq. ft. □ [gl
Total proposed newly created or replaced impervious area (B) = sq. ft.
Percent impervious area created or replaced (B/A)*100 = %
If you answered "yes·, the structural BMPs required for PDP apply only to the creation or replacement of impervious surface
and not the entire development. Go to step 5, complete the trash capture question.
If you answered "no," the structural BMP's required for PDP apply to the entire development. Go to step 5, complete the
trash capture question.
STEP5
TO BE COMPLETED FOR AU DEVELOPMENT PROJECTS
Complete the question below regarding your Project (SDRWQCB Order No. 2017-0077):
YES NO
Is the Project within any of the following Priority Land Use (PLU) categories?
R-23 (1 5-23 du/ac), R-30 (23-30 du/ac), Pl (Planned Industrial), CF (Community Facilities), GC (General 181 □ Commercial), L (Local Shopping Center), R (Regional Commercial), V-B (Village-Barrio), VC (Visitor
Commercial), 0 (Office}, VC/OS (Visitor Commercial/Open Space), Pl/O (Planned Industrial/Office), or
Public Transoortation Station
If you answered "yes·, the 'PROJECT' is subject to TRASH CAPTURE REQUIREMENTS. Go to step 6, check the first
box stating, "My project is subject to TRASH CAPTURE REQUIREMENTS ... • and the second or third box as
determined in step 3.
If you answered "no", Go to step 6, check the second or third box as determined in step 3.
STEP&
CHECK THE APPROPRIATE BOX(ES) AND COMPLETE APPLICANT INFORMATION
□ My project is subject to TRASH CAPTURE REQUIREMENTS and must comply with TRASH CAPTURE
REQUIREMENTS of the BMP Manual. I understand I must prepare a Storm Water Quality Management Plan (SWQMP).
181 My project is a 'STANDARD PROJECT' OR EXEMPT from PDP and must only comply with 'STANDARD PROJECT'
stormwater requirements of the BMP Manual. As part of these requirements, I will submit a • Standard Project
Requirement Checklist Form E-36" and incorporate low impact development strategies throughout my project. If my
project is subject to TRASH CAPTURE REQUIREMENTS, I will submit a TRASH CAPTURE Storm Water Quality
Management Plan (TCSWQMP) per E-35A .
D My project is a PDP and must comply with PDP stormwater requirements of the BMP Manual. I understand I must
prepare a Storm Water Quality Management Plan (SWQMP) per E-35 template for submittal at time of application.
Note: For projects that are close to meeting the PDP threshold, staff may require detailed impervious area calculations
and exhibits to verify if 'STANDARD PROJECT' stormwater requirements apply.
181 My project is NOT a 'development project' and is not subject to the requirements of the BMP Manual.
Applicant Information and Signature Box
Applicant Name: Paul Dan Applicant Title: Planner
Applicant Signature: /J au,t D a;t,, Date: 11/04/2024
E-34 Page 4 of4 REV04123
PRELIMINARY REPORT
(61 TICOR TITLE COMPANY
2275 Rio Bonito Way, Suite 160
San Diego, CA 92108
Prellm Number:
TT2010942
Issuing Policies of Chicago Title Insurance Company
Order No.: TT2010942-CC
New Venture Escrow Inc
3638 Camino Del Rio North, Suite 300 (2nd Floor)
San Diego, CA 92108
Attn: Anisa Bruce
Email: teamab@newventureescrow.com
Ref No.: 213339AB
Escrow/Customer Phone: (619) 327-2288
Title Officer.: Candy Church
Phone No.: (619)260-0015
Fax No.: (619)839-3623
Email: churchteam@ticortitl-"~', ..... " OF CARLSBAD
Property: 6131 Innovation Way, Carlsbad , CA 92009-1745
SEP 1 ·9 2024
PLANNING DIVISION
In response to the application for a policy of title insurance referenced herein, Ticor Title Company of California
hereby reports that it is prepared to issue, or cause to be issued, as of the date hereof, a policy or policies of title
insurance describing the land and the estate or interest therein hereinafter set forth, insuring against loss which may be
sustained by reason of a defect, lien or encumbrance not shown or referred to as an exception herein or not excluded
from coverage pursuant to the printed Schedules, Exclusions from Coverage, and Conditions of said policy forms.
With respect to any contemplated owner's policy, the printed Exceptions and Exclusions from the coverage and
limitations on Covered Risks of said policy or policies are set forth in Attachment One. The policy to be issued may
contain an arbitration clause. When the Amount of Insurance is less than that set forth in the arbitration clause, all
arbitrable matters shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the
parties. Limitations on Covered Risks applicable to the Cl TA/ALTA Homeowners Policy of Title Insurance, which
establish a Deductible Amount and a Maximum Dollar Limit of liability for certain coverages are also set forth in
Attachment One. Copies of the policy forms should be read. They are available from the office which issued this report.
Please read the exceptions shown or referred to herein and the exceptions and exclusions set forth in
Attachment One of this report carefully. The exceptions and exclusions are meant to provide you with notice of
matters which are not covered under the terms of the title insurance policy and should be carefully considered.
It is important to note that this preliminary report is not a written representation as to the condition of title and
may not list all liens, defects, and encumbrances affecting title to the land.
This report (and any supplements or amendments hereto) is issued solely for the purpose of facilitating the issuance of a
policy of title insurance and no liability is assumed hereby. If it is desired that liability be assumed prior to the issuance
of a policy of title insurance, a binder or commitment should be requested.
Countersigned By:
t/21z 717~
Authorized Officer or Agent
Carol Burton
CL TA Preliminary Report Form (02/03/2023)
Page 1
Printed: 08.13.24 @ 11:02AM
CA-TTC-FASD-0131 D.06<1051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
Effective date: August 6, 2024 at 07:30 AM
The form of Policy or Policies of Tille Insurance contemplated by this Report is:
ALTA Loan Policy 2021
1. The estate or interest in the Land hereinafter described or referred to covered by this Report is:
A Fee as to Parcel(s) A
Easement(s) more fully described below as to Parcel(s) B
2. Title to said estate or interest at the date hereof is vested in:
REXFORD INDUSTRIAL REAL TY, LP., a Maryland limited partnership
3. The Land referred to in this Report is described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
CL TA Preliminary Report Form (02/0312023)
Page 2
Printed: 08.13.24 @ 11;02 AM
CA-TTC-FASD-01310.064051•SPS-1-24-TT2010942
For APN/Parcel ID(s): 213-261-25-00
EXHIBIT A
Legal Description
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO,
STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
PARCEL A:
PARCEL 2 OF PARCEL MAP NO. 21308, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY , DECEMBER 17,
2015 AS INSTRUMENT NO. 2015-7000509, OF OFFICIAL RECORDS.
PARCEL B:
A PERPETUAL NON-EXCLUSIVE EASEMENT FOR LANDSCAPE, STORM DRAIN, UTILITY AND SIGNAGE, AS SET
FORTH IN THAT CERTAIN "DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS AND GRANT OF
RECIPROCAL EASEMENTS FOR BRESSI RANCH CORPORATE CENTER", RECORDED MARCH 15, 2005 AS
INSTRUMENT NO. 2005-0210897, OF OFFICIAL RECORDS .
APN: 213-261-25-00
CL TA Preliminary Report Form (02/03/2023)
Page 3
Printed: 08. 13.24@ 11:02 AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
EXCEPTIONS
At the date hereof, items to be considered and exceptions to coverage in addition to the printed exceptions and
exclusions in said policy form vvould be as follows:
A. Property taxes, which are a lien not yet due and payable, including any assessments collected with taxes to
be levied for the fiscal year 2024 -2025.
B. An assessment by the improvement district shown below:
Assessment (or Bond) No.: Bond Type: 1915 ACT
Series: AD2002-01
District: County of San Diego
For: POINTSETTIA LN #2-01
Bond issued: March 28, 2005
Said assessment is collected with the county/city property taxes.
C. The lien of supplemental or escaped assessments of property taxes, if any, made pursuant to the
provisions of Chapter 3.5 (commencing with Section 75) or Part 2, Chapter 3, Articles 3 and 4, respectively, of
the Revenue and Taxation Code of the State of California as a result of the transfer of title to the vestee named
in Schedule A or as a result of changes in ownership or new construction occurring prior to Date of Policy.
D. The herein described property lies within the boundaries of a Mello-Roos Community Facilities District
(CFD) as follows:
CFD No.:
For:
Disclosed by:
Recording Date:
Recording No.:
1
Community Facilities District No. 1
Notice of Special Tax lien
May 20, 1991
1991-0236959, of Official Records
This property, along with all other parcels in the CFO, is liable for an annual special tax. This special tax is
included with and payable with the general property taxes of the City of Carlsbad, County of San Diego. The tax
may not be prepaid.
Agreement between Developer-Owner and the City of Carlsbad for the Payment of a Public Facilities Fee for
Inside the Boundaries of Community Facilities District No. 1
Recording Date: December 11 , 1998
Recording No.: 1998-0806517, of Official Records
Amendment to the Notice of Special Tax lien (Notice of Annexation)
Recording Date: March 14, 2003
Recording No.: 2003-0289327, of Official Records
Cl TA Preliminary Report Form (02/0312023)
Pege4
Printed: 08.13.24@ 11:02 AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
E. The herein described property lies within the boundaries of a Mello-Roos Community Facilities District
(CFO) as follows:
CFO No.: 3
For: Community Facilities District No. 3 of the Carlsbad Unified
School District
Disclosed by:
Recording Date:
Recording No.:
Amendment to Notice of Special Tax Lien
December 4, 2001
2001-0886438, of Official Records
This property, along with all other parcels in the CFO, is liable for an annual special tax. This special tax is
included with and payable with the general property taxes of the City of Carlsbad, County of San Diego. The tax
may not be prepaid.
Amendment to Notice of Special Tax Lien
Recording Date: February 1, 2002
Recording No.: 2002-0089594, of Official Records
F. A Notice
Entitled: Agreement Regarding Annexation of Certain Real Property to Street Lighting
and Landscape District No. 2 of the City of Carlsbad and Approval of the Levy
of Assessments on Such Real Property
For: Street Lighting and Landscape District No. 2
Executed by: City of Carlsbad
Recording Date: March 16, 2005
Recording No.: 2005-0216793, of Official Records
Reference is hereby made to said document for full particulars.
The Company requires a current demand from the taxing agency regarding the payment of this lien prior to
closing.
G. A Notice
Entitled:
For:
Executed by:
Recording Date:
Recording No.:
Notice of Reassessment
City of Carlsbad Reassessment District No. 2022-1
The City of Carlsbad
August 4, 2022
2022-0317107, of Official Records
Reference is hereby made to said document for full particulars.
The Company requires a current demand from the taxing agency regarding the payment of this lien prior to
closing.
1. Water rights, claims or title to water, whether or not disclosed by the public records.
2. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Notice of Restriction on Real Property
February 25, 2003
2003-0210190, of Official Records
Reference is hereby made to said document for full particulars.
CL TA Preliminary Report Form (02/03/2023)
Page 5
Printed: 08.13.24 @ 11 :02 AM
C~TTC-FASD-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA
3. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Hold Harmless Agreement Drainage
March 11 , 2003
2003-0270075, of Official Records
Reference is hereby made to said document for full particulars.
4. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Hold Harmless Agreement Geological Failure
March 11, 2003
2003-0270076, of Official Records
Reference is hereby made to said document for full particulars.
5. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Notice of Restriction on Real Property
April 1, 2003
2003-0362107, of Official Records
Reference is hereby made to said document for full particulars.
PRELIM NO. TT2010942
6. The ownership of said Land does not include rights of access to or from the street, highway, or freeway abutting
said Land, such rights having been relinquished by said Map of Carlsbad Tract CT 02-15 of Map No. 14960 of
Tract Maps.
Affects: Portions of Innovation Way
7. Easement(s) for the purpose(s) shown below and rights incidental thereto, as delineated on or as offered for
dedication on
Map/Plat:
Recording Date:
Purpose:
Affects:
Purpose:
Affects:
Purpose:
Affects:
Map No. 14960 of Tract Maps
February 4, 2005
Landscape maintenance
A portion of said land as shown on said map
Restricted sight distance
A portion of said land as shown on said map
Future private drainage
A portion of said land as shown on said map
8. The matters set forth in the document shown below which, among other things, contains or provides for: certain
easements; liens and the subordination thereof; provisions relating to partition; restrictions on severability of
component parts; and covenants, conditions and restrictions but omitting any covenants or restrictions, if any,
including, but not limited to those based upon age, race, color, religion, sex, gender, gender identity, gender
expression, sexual orientation, marital status, national origin, ancestry, familial status, source of income,
disability, veteran or military status, genetic information, medical condition, citizenship, primary language, and
immigration status, as set forth in applicable state or federal laws, except to the extent that said covenant or
restriction is permitted by applicable law.
Entitled:
Recording Date:
Recording No.:
Declaration of Covenants, Conditions and Restrictions and Grant of Reciprocal
Easements for Bressi Ranch Corporate Center
March 15, 2005
2005-0210897, of Official Records
CLTA Preliminary Report Form (02/03/2023) Printed: 08.13.24@11:02 AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942 Page 6
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
Said instrument also provides for the levy of assessments, the lien of which is stated to be subordinate to the lien
of certain mortgages or deeds of trust made in good faith and for value.
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any
mortgage or deed of trust made in good faith and for value.
Modification(s) of said covenants, conditions and restrictions
Recording Date: January 26, 2012
Recording No.: 2012-0045639, of Official Records
Modification(s) of said covenants, conditions and restrictions
Recording Date: July 17, 2012
Recording No.: 2012-0412306, of Official Records
Modification(s) of said covenants, conditions and restrictions
Recording Date: February 22, 2013
Recording No.: 2013-0117373, of Official Records
Modification(s) of said covenants, conditions and restrictions
Recording Date: March 20, 2014
Recording No.: 2014-0110220, of Official Records
Modification(s) of said covenants, conditions and restrictions
Recording Date:
Recording No.:
December 17, 2014
2014-0556453, of Official Records
Modification(s) of said covenants, conditions and restrictions
Recording Date: May 5, 2016
Recording No.: 2016-0214801, of Official Records
Modification(s) of said covenants, conditions and restrictions
Recording Date:
Recording No.:
November 17, 2017
2017-0537851 , of Official Records
9. Covenants, conditions, restrictions and easements but omitting any covenants or restrictions, if any, including but
not limited to those based upon age, race, color, religion, sex, gender, gender identity, gender expression, sexual
orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or
military status, genetic information, medical condition, citizenship, primary language, and immigration status, as
set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by
applicable law, as set forth in the document
Recording Date: June 9, 2005
Recording No.: 2005-0483802, of Official Records
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any
mortgage or deed of trust made in good faith and for value.
CL TA Preliminary Report Form (02/03/2023)
Page 7
Printed: 08.13.24@ 11:02 AM
er,,. TTC-FAS0-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
Modification(s) of said covenants, conditions and restrictions
Recording Date: July 26, 2006
Recording No.: 2006-0529274, of Offlcial Records
10. Covenants, conditions, restrictions and easements but omitting any covenants or restrictions, if any, including but
not limited to those based upon age, race, color, religion, sex, gender, gender identity, gender expression, sexual
orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or
military status, genetic information, medical condition , citizenship, primary language, and immigration status, as
set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by
applicable law, as set forth in the document
Recording Date: August 11 , 2005
Recording No.: 2005-0689778, of Official Records
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any
mortgage or deed of trust made in good faith and for value.
Modification(s) of said covenants, conditions and restrictions
Recording Date: July 28, 2006
Recording No.: 2006-0536070, of Official Records
Modification(s) of said covenants, conditions and restrictions
Recording Date: February 10, 2014
Recording No.: 2014-0054465, of Official Records
11. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document:
Granted to:
Purpose:
Lot 23 Bressi Ranch, LLC, a California limited liability company
Private storm drain
Recording Date: August16,2007
Recording No.: 2007-0546688, of Official Records
Affects: A portion of said land as described therein
12. Matters contained in that certain document
Entitled:
Recording Date:
Permanent Stormwater Quality Best Management Practice Maintenance Agreement
December 19, 2007
Recording No.: 2007-0781660, of Official Records
Reference is hereby made to said document for full particulars.
13. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Encroachment Agreement
December 24, 2007
2007-0790600, of Official Records
Reference is hereby made to said document for full particulars.
Cl TA Preliminary Report Form (02/03/2023)
Page 8
Printed: 08.13.24 @ 11 :02 AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA
14. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Hold Harmless Agreement Drainage
October 21 , 2015
2015-0549375, of Official Records
Reference is hereby made to said document for full particulars.
15. Matters contained in that certain document
PRELIM NO. TT2010942
Entitled:
Recording Date:
Permanent Stormwater Quality Best Management Practice Maintenance Agreement
October 21 , 2015
Recording No.: 2015-0549376, of Official Records
Reference is hereby made to said document for full particulars.
16. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Notice of Restriction on Real Property
October 22, 2015
2015-0553267, of Official Records
Reference is hereby made to said document for full particulars.
17. Recitals as shown on that certain Parcel Map No. 21308
Recording Date:
Recording No.:
December 17, 2015
2015-7000509, of Official Records
Which among other things recites:
A. Developer has executed a City Standard Subdivision Improvement Agreement and has posed security in
accordance with C.M.C. Section 20.16.070 to install public improvements shown on the tentative map. These
improvements include, but are not limited to:
1. Public water main extensions to the right of way line.
2. Public sewer manhole.
B. Building permits will not be issued for development of the subject property unless the appropriate agency
determines that sewer and water facilities are available.
C. No structure, fence, wall, tree, shrub, sign, or other object may be places or permitted to encroach within the
area identified as a sight distance corridor as defined by City of Carlsbad Engineering Standards or Line-of-Sight
per Caltrans Standards.
D. The owner of this property on behalf of itself and all of its successors in interest has agreed to hold harmless
and indemnify the City of Carlsbad from any action that may arise through any diversion of waters, the alteration
of the normal flow of surface waters or drainage, or the concentration of surface waters or drainage from the
drainage system or other improvements identified in the city approved development plans; or by design,
construction or maintenance of the drainage system or other improvements identified in the city approved
development plans.
Reference is hereby made to said document for full particulars.
Cl TA Preliminary Report Form (02/03/2023)
Page 9
Printed: 08.13.24@ 11:02 AM
CA-TTC-FASO-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
18. Easement(s) for the purpose(s} shown below and rights incidental thereto, as granted in a document:
Granted to:
Purpose:
Recording Date:
Recording No.:
Affects:
San Diego Gas and Electric Company, a corporation
Public utilities, ingress and egress
January 15, 2016
2016-0018190, of Official Records
A portion of said land as described therein
19. Covenants, conditions, restrictions and easements but omitting any covenants or restrictions, if any, including but
not limited to those based upon age, race, color, religion, sex, gender, gender identity, gender expression, sexual
orientation, marital status, national origin, ancestry, familial status, source of income, disability, veteran or
military status, genetic information, medical condition, citizenship, primary language, and immigration status, as
set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by
applicable law, as set forth in the document
Recording Date: August 24, 2016
Recording No.: 2016-0438762, of Official Records
Said covenants, conditions and restrictions provide that a violation thereof shall not defeat the lien of any
mortgage or deed of trust made in good faith and for value.
Matters contained in that certain document
Entitled:
Recording Date:
Assignment and Assumption of Declarant Rights (Bressi Industrial}
November 7, 2018
Recording No.: 2018-0465690, of Official Records
Reference is hereby made to said document for full particulars.
20. Matters contained in that certain document
Entitled:
Recording Date:
Recording No.:
Notice of Restriction on Real Property
September 30, 2016
2016-0524204, of Official Records
Reference is hereby made to said document for full particulars.
21 . Please be advised that our search did not disclose any open Deeds of Trust of record. If you should have
knowledge of any outstanding obligation, please contact the Title Department immediately for further review prior
to closing.
22. Any rights of the parties in possession of a portion of, or all of, said Land, which rights are not disclosed by the
public records.
The Company will require, for review, a full and complete copy of any unrecorded agreement, contract, license
and/or lease, together with all supplements, assignments and amendments thereto, before issuing any policy of
title insurance without excepting this item from coverage.
The Company reserves the right to except additional items and/or make additional requirements after reviewing
said documents. •
23. Any easements not disclosed by the public records as to matters affecting title to real property, whether or not
said easements are visible and apparent.
CL TA Preliminary Report Form (02/03/2023)
Page 10
Printed: 08.13.24@ 11:02 AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
24. Matters which may be disclosed by an inspection and/or by a correct ALTA/NSPS Land Title Survey of said Land
that is satisfactory to the Company, and/or by inquiry of the parties in possession thereof.
END OF EXCEPTIONS
PLEASE REFER TO THE "INFORMATIONAL NOTES" AND "REQUIREMENTS" SECTIONS WHICH FOLLOW FOR
INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION.
CL TA Preliminary Report Form (02/0312023)
Page 11
Printed; 08.13.24@ 11:02 AM
CA-TTC-FASO-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
REQUIREMENTS
1. The Company will require the following documents for review prior to the issuance of any title insurance
predicated upon a conveyance or encumbrance from the limited partnership named below.
Name: Rexford Industrial Realty, LP., a Maryland limited partnership
a. A complete copy of the limited partnership agreement and all amendments thereto.
b. Satisfactory evidence that the partnership was validly formed and is in good standing
The Company reserves the right to add additional items or make further requirements after review of the
requested documentation.
2. Prior to the close of escrow, the Company requires a Statement of Information to be completed by the following
party(s),
Party(s): All Parties
The Company reserves the right to add additional items or make further requirements after review of the
requested Statement of Information.
3. Furnish for review a full and complete copy of any unrecorded agreement, contract, license and/or lease together
with all supplements, assignments and amendments thereto, prior to the close of this transaction .
The Company reserves the right to add additional items or make further requirements after review of the
requested documentation.
4. Unrecorded matters which may be disclosed by an Owner's Affidavit or Declaration. A form of the Owner's
Affidavit/Declaration is attached to this Preliminary Report/Commitment. This Affidavit/Declaration is to be
completed by the record owner of the land and submitted for review prior to the closing of this transaction. Your
prompt attention to this requirement will help avoid delays in the closing of this transaction. Thank you.
The Company reserves the right to add additional items or make further requirements after review of the
requested Affidavit/Declaration.
END OF REQUIREMENTS
Cl TA Preliminary Report Form (02/03/2023)
Page 12
Printed: 08.13.24 @ 11 :02 AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
INFORMATIONAL NOTES
1. Property taxes, including any personal property taxes and any assessments collected with taxes, are paid. For
proration purposes the amounts were:
Tax Identification No.:
Fiscal Year:
1st Installment:
2nd Installment
Exemption:
Code Area :
213-261-25-00
2023 -2024
$75,299.29
$75,299.29
$0 .00
09199
2. Note: None of the items shown in this report will cause the Company to decline to attach AL TA Endorsement
Form 9 to an Extended Coverage Loan Policy, when issued.
3. Note: The Company is not aware of any matters which would cause it to decline to attach CLTA Endorsement
Form 116 indicating that there is located on said Land a Commercial Property, known as 6131 Innovation Way,
Carlsbad, CA, to an Extended Coverage Loan Policy.
4. Note: The policy of title insurance will include an arbitration provision. The Company or the insured may
demand arbitration. Arbitrable matters may include, but are not limited to, any controversy or claim between the
Company and the insu red arising out of or relating to this policy, any service of the Company in connection with
its issuance or the breach of a policy provision or other obligation. Please ask your escrow or title officer for a
sample copy of the policy to be issued if you wish to review the arbitration provisions and any other provisions
pertaining to your Title Insurance coverage.
5. Notice: Please be aware that due to the conflict between federal and state laws concerning the cultivation ,
distribution, manufacture or sale of marijuana, the Company is not able to close or insure any transaction
involving Land that is associated with these activities.
6. Pursuant to Government Code Section 27388.1, as amended and effective as of 1-1-2018, a Documentary
Transfer Tax (DTT) Affidavit may be required to be completed and submitted with each document when DTT is
being paid or when an exemption is being claimed from paying the tax. If a governmental agency is a party to
the document, the form will not be required. DTT Affidavits may be available at a Tax Assessor-County
Clerk-Recorder.
7. Note: There are NO conveyances affecting said Land recorded within 24 months of the date of this report.
CLTA Preliminary Report Form (02/03/2023)
Page 13
Printed: 08.13.24@ 11:02 AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942
TICOR TITLE COMPANY OF CALIFORNIA PRELIM NO. TT2010942
8. The following Exclusion(s) are added to preliminary reports, commitments and will be included as an
endorsement in the following policies:
A. 2006 ALTA Owner's Policy (06-17-06).
6. Defects, liens, encumbrances, adverse claims, notices, or other matters not
appearing in the Public Records but that would be disclosed by an examination
of any records maintained by or on behalf of a Tribe or on behalf of its members.
I
B. 2006 ALTA Loan Policy (06-17-06)
8. Defects, liens, encumbrances, adverse claims, notices, or other matters not
appearing in the Public Records but that would be disclosed by an examination
of any records maintained by or on behalf of a Tribe or on behalf of its members.
9. Any claim of invalidity, unenforceability, or lack of priority of the lien of the
Insured Mortgage based on the application of a Tribe's law resulting from the failure
of the Insured Mortgage to specify State law as the governing law with respect to
the lien of the Insured Mortgage.
C. ALTA Homeowner's Policy of Title Insurance (12-02-13) and CLTA Homeowner's Policy of Title Insurance
(12-02-13).
10. Defects, liens, encumbrances, adverse claims, notices, or other matters not
appearing in the Public Records but that would be disclosed by an examination
of any records maintained by or on behalf of a Tribe or on behalf of its members.
D. AL TA Expanded Coverage Residential Loan Policy -Assessments Priority (04-02-15).
12. Defects, liens, encumbrances, adverse claims, notices, or other matters not
appearing in the Public Records but that would be disclosed by an examination
of any records maintained by or on behalf of a Tribe or on behalf of its members.
13. Any claim of invalidity, unenforceability, or lack of priority of the lien of the
Insured Mortgage based on the application of a Tribe's law resulting from the failure
of the Insured Mortgage to specify State law as the governing law with respect to
the lien of the Insured Mortgage.
E. CLTA Standard Coverage Policy 1990 (11-09-18).
7. Defects, liens, encumbrances, adverse claims, notices, or other matters not
appearing in the public records but that would be disclosed by an examination
of any records maintained by or on behalf of a tribe or on behalf of its members.
8. Any claim of invalidity, unenforceability, or lack of priority of the lien of the insured
mortgage based on the application of a tribe's law resulting from the failure of the
insured mortgage to specify state law as the governing law with respect to
the lien of the insured mortgage.
END OF INFORMATIONAL NOTES
CL TA Preliminary Report Form (02/03/2023)
Page 14
Printed: 08.13.24@11:02AM
CA-TTC-FASD-01310.064051-SPS-1-24-TT2010942
Notice of Available Discounts
Pursuant to Section 2355.3 in Title 10 of the California Code of Regulations Fidelity National Financial, Inc. and
its subsidiaries ("FNF") must deliver a notice of each discount available under our current rate filing along with
the delivery of escrow instructions, a preliminary report or commitment. Please be aware that the provision of
this notice does not constitute a waiver of the consumer's right to be charged the filed rate. As such, your
transaction may not qualify for the below discounts.
You are encouraged to discuss the applicability of one or more of the below discounts with a Company
representative. These discounts are generally described below; consult the rate manual for a full description of
the terms, conditions and requirements for such discount. These discounts only apply to transactions involving
services rendered by the FNF Family of Companies. This notice only applies to transactions involving property
improved with a one-to-four family residential dwelling.
Not all discounts are offered by every FNF Company. The discount will only be applicable to the FNF Company
as indicated by the named discount.
FNF Underwritten Title Companies Underwritten by FNF Underwriters
CTC -Chicago Title Company CTIC -Chicago Title Insurance Company
CL TC -Commonwealth Land Title Company CL TIC -Commonwealth Land Title Insurance Company
FNTC -Fidelity National Title Company of California FNTIC -Fidelity National Title Insurance Company
FNTCCA -Fidelity National Title Company of California CTIC -Chicago Title Insurance Company
TICOR -Ticor Title Company of California
L TC -Lawyer's Title Company
SL TC -Servicelink Title Company
Available Discounts
DISASTER LOANS (CTIC, CL TIC, FNTIC)
The charge for a Lender's Policy (.Standard or Extended coverage) covering the financing or refinancing by an
owner of record, within twenty-four (24) months of the date of a declaration of a disaster area by the government
of the United States or the State of California on any land located in said area, which was partially or totally
destroyed in the disaster, will be fifty percent (50%) of the appropriate title insurance rate.
CHURCHES OR CHARITABLE NON-PROFIT ORGANIZATIONS (CTIC, FNTIC)
On properties used as a church or for charitable purposes within the scope of the normal activities of such
entities, provided said charge is normally the church's obligation the charge for an owner's policy shall be fifty
percent (50%) to seventy percent (70%) of the appropriate title insurance rate, depending on the type of
coverage selected. The charge for a lender's policy shall be forty percent (40%) to fifty percent (50%) of the
appropriate title insurance rate, depending on the type of coverage selected.
MILITARY DISCOUNT RATE
Upon the Company being advised in writing and prior to the closing of the transaction that an active duty,
honorably separated, or retired member of the United States Military or Military Reserves or National Guard is
acquiring or selling an owner occupied one-to-four family property, the selling owner or acquiring buyer, as
applicable, will be entitled to a discount equal to fifteen percent (15%) of the otherwise applicable rates such
party would be charged for title insurance policies.
Minimum charge: Four Hundred Twenty-Five And No/100 Dollars ($425.00)
The Company may require appropriate proof of eligibility from the parties to the transaction verifying they are
entitled to the discount as described. No other discounts or special rates, or combination of discounts or special
rates, shall be applicable.
Notice of Available Discounts
SCA0002598.doc I Updated: 01 .31.20
Printed: 08.13.24@ 11:03 AM by
CA-TTC-FASD-01310.064051-TT2010942
FIDELITY NATIONAL FINANCIAL
PRIVACY NOTICE
Effective July 1, 2024
Fidelity National Financial. Inc. and its majority-owned subsidiary companies (collectively, "FNF," "our," or "we")
respect and are committed to protecting your privacy. This Privacy Notice explains how we collect, use, and
protect personal information, when and to whom we disclose such information, and the choices you have about
the use and disclosure of that information.
A limited number of FNF subsidiaries have their own privacy notices. If a subsidiary has its own privacy notice,
the privacy notice will be available on the subsidiary's website and this Privacy Notice does not apply.
Collection of Personal Information
FNF may collect the following categories of Personal Information:
• contact information (e.g., name, address, phone number, email address);
• demographic information (e.g., date of birth , gender, marital status);
• identity information (e.g. Social Security Number, driver's license, passport, or other government ID number);
• financial account information (e.g. loan or bank account information);
• biometric data (e.g. fingerprints, retina or iris scans, voiceprints, or other unique biological characteristics,
and
• other personal information necessary to provide products or services to you.
We may collect Personal Information about you from:
• information we receive from you or your agent;
• information about your transactions with FNF, our affiliates, or others; and
• information we receive from consumer reporting agencies and/or governmental entities, either directly from
these entities or through others.
Collection of Browsing Information
FNF automatically collects the following types of Browsing Information when you access an FNF website, online
service, or application (each an "FNF Website") from your Internet browser, computer, and/or device:
• Internet Protocol (IP) address and operating system;
• browser version, language, and type;
• domain name system requests; and
• browsing history on the FNF Website, such as date and time of your visit to the FNF Website and visits to
the pages within the FNF Website,
Like most websites, our servers automatically log each visitor to the FNF Website and may collect the Browsing
Information described above. We use Browsing Information for system administration, troubleshooting, fraud
investigation, and to improve our websites. Browsing Information generally does not reveal anything personal
about you , though if you have created a user account for an FNF Website and are logged into that account, the
FNF Website may be able to link certain browsing activity to your user account.
Other Online Specifics
Cookies. When you visit an FNF Website, a "cookie" may be sent to your computer. A cookie is a small piece
of data that is sent to your Internet browser from a web server and stored on your computer's hard drive.
Information gathered using cookies helps us improve your user experience. For example, a cookie can help the
website load properly or can customize the display page based on your browser type and user preferences. You
can choose whether or not to accept cookies by changing your Internet browser settings. Be aware that doing so
may impair or limit some functionality of the FNF Website.
Web Beacons. We use web beacons to determine when and how many times a page has been viewed. This
information is used to improve our websites.
Do Not Track. Currently our FNF Websites do not respond to "Do Not Track" features enabled through your
browser.
Privacy Statement
SSCORPD0911 .doc Page 1
Printed: 08.13.24@ 11:03AM by
CA-TTC-FASD-01310.064051-TT2010942
Links to Other Sites. FNF Websites may contain links to unaffiliated third-party websites. FNF is not responsible
for the privacy practices or content of those websites. We recommend that you read the privacy policy of every
website you visit.
Use of Personal lnfonnation
FNF uses Personal Information for these main purposes:
• To provide products and services to you or in connection with a transaction involving you .
• To improve our products and services.
• To prevent and detect fraud;
• To maintain the security of our systems, tools, accounts, and applications;
• To verify and authenticate identities and credentials;
• To communicate with you about our, our affiliates', and others' products and services, jointly or
independently.
• To provide reviews and testimonials about our services, with your consent.
When Information Is Disclosed
We may disclose your Personal Information and Browsing Information in the following circumstances:
• to enable us to detect or prevent criminal activity, fraud, material misrepresentation, or nondisclosure;
• to affiliated or nonaffiliated service providers who provide or perform services or functions on our behalf and
who agree to use the information only to provide such services or functions;
• to affiliated or nonaffiliated third parties with whom we perform joint marketing, pursuant to an agreement
with them to jointly market financial products or services to you;
• to law enforcement or authorities in connection with an investigation, or in response to a subpoena or court
order; or
• in the good-faith belief that such disclosure is necessary to comply with legal process or applicable laws, or
to protect the rights, property, or safety of FNF, its customers, or the public.
The law does not require your prior authorization and does not allow you to restrict the disclosures described
above. Additionally, we may disclose your information to third parties for whom you have given us authorization
or consent to make such disclosure. We do not otherwise share your Personal Information or Browsing
Information with nonaffiliated third parties, except as required or permitted by law.
We reserve the right to transfer your Personal Information, Browsing Information, and any other information, in
connection with the sale or other disposition of all or part of the FNF business and/or assets, or in the event of
bankruptcy, reorganization, insolvency, receivership, or an assignment for the benefit of creditors. By submitting
Personal Information and/or Browsing Information to FNF, you expressly agree and consent to the use and/or
transfer of the foregoing information in connection with any of the above described proceedings.
Security of Your Information
We maintain physical, electronic, and procedural safeguards to protect your Personal Information.
Choices With Your lnfonnation
Whether you submit Personal Information or Browsing Information to FNF is entirely up to you. If you decide not
to submit Personal Information or Browsing Information, FNF may not be able to provide certain services or
products to you.
For California Residents: We will not share your Personal Information or Browsing Information with nonaffiliated
third parties, except as permitted by California law. For additional information about your California privacy
rights, please visit the "California Privacy" link on our website (https://fnf.com/pages/californiaprivacy.aspx) or
call (888) 413-1748.
For Connecticut Residents: For additional information about your Connecticut consumer privacy rights, or lo
make a consumer privacy request, or to appeal a previous privacy request, please email privacy@fnf.com or call
(888) 714-2710.
Privacy Statement
SSCORPO0911.doc Page 2
Printed: 08. 13.24 @ 11 :03 AM by
CA-TTC-FAS0-01310.064051-TT2010942
For Colorado Residents: For additional information about your Colorado consumer privacy rights. or to make a
consumer privacy request, or appeal a previous privacy request, please email privacy@fnf.com or call
(888) 714-2710.
For Nevada Residents: We are providing this notice pursuant to state law. You may be placed on our internal
Do Not Call List by calling FNF Privacy at (888) 714-2710 or by contacting us via the information set forth at the
end of this Privacy Notice. For further information concerning Nevada's telephone solicitation law, you may
contact: Bureau of Consumer Protection, Office of the Nevada Attorney General, 555 E. Washington St., Suite
3900, Las Vegas, NV 89101 ; Phone number: (702) 486-3132; email: aginquiries@aq.state.nv.us.
For Oregon Residents: We will not share your Personal Information or Browsing Information with nonaffiliated
third parties for marketing purposes, except after you have been informed by us of such sharing and had an
opportunity to indicate that you do not want a disclosure made for marketing purposes. For additional
information about your Oregon consumer privacy rights, or to make a consumer privacy request, or appeal a
previous privacy request, please email privacy@fnf.com or call (888) 714-2710
We may disclose the categories of Personal Information and Browsing information listed above to the following
categories of third parties:
• FNF affiliates and subsidiaries;
• Non-affiliated third parties, with your consent;
• Business in connection with the sale or other disposition of all or part of the FNF business and/or assets;
• Service providers;
• Law endorsement or authorities in connection with an investigation, or in response to a subpoena or court
order.
For Texas Residents: For additional information about your Texas consumer privacy rights, or to make a
consumer privacy request, or appeal a previous privacy request, please email privacy@fnf.com or call
(888) 714-2710.
We may disclose the categories of Personal Information and Browsing information listed above to the following
categories of third parties:
• FNF affiliates and subsidiaries;
• Non-affiliated third parties, with your consent;
• Business in connection with the sale or other disposition of all or part of the FNF business and/or assets;
• Service providers;
• Law endorsement or authorities in connection with an investigation, or in response to a subpoena or court
order.
For Utah Residents: For additional information about your Utah consumer privacy rights, or to make a consumer
privacy request, please call (888) 714-2710.
For Vermont Residents: We will not disclose information about your creditworthiness to our affiliates and will not
disclose your personal information, financial information, credit report, or health information to nonaffiliated third
parties to market to you, other than as permitted by Vermont law, unless you authorize us to make those
disclosures.
For Virginia Residents: For additional information about your Virginia consumer privacy rights, or to make a
consumer privacy request, or appeal a previous privacy request, please email privacy@fnf.com or call (888)
714-2710.
lnfonnation From Children
The FNF Websites are not intended or designed to attract persons under the age of eighteen (18). We do not
collect Personal Information from any person that we know to be under the age of thirteen (13) without
permission from a parent or guardian.
Prl\18cy Statement
SSCORPD0911.doc Page 3
Printed: 08.13.24@ 11 :03 AM by
CA-TTC-FASD-01310.064051-TT2010942
International Users
FNF's headquarters is located within the United States. If you reside outside the United States and choose to
provide Personal Information or Browsing Information to us, please note that we may transfer that information
outside of your country of residence. By providing FNF with your Personal Information and/or Browsing
Information, you consent to our collection, transfer, and use of such information in accordance with this Privacy
Notice.
FNF Website Services for Mortgage Loans
Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect
customer information on behalf of mortgage loan servicers (the "Service Websites"). The Service Websites may
contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections
of this Privacy Notice titled When Information is Disclosed, Choices with Your Information, and Accessing and
Correcting Information do not apply to the Service Websites. The mortgage loan servicer or lender's privacy
notice governs use, disclosure, and access to your Personal Information. FNF does not share Personal
Information collected through the Service Websites, except as required or authorized by contract with the
mortgage loan servicer or lender, or as required by law or in the good-faith belief that such disclosure is
necessary: to comply with a legal process or applicable law, to enforce this Privacy Notice, or to protect the
rights, property, or safety of FNF or the public.
Your Consent To This Privacy Notice; Notice Changes
By submitting Personal Information and/or Browsing Information to FNF, you consent to the collection and use of
the information in accordance with this Privacy Notice. We may change this Privacy Notice at any time. The
Privacy Notice's effective date will show the last date changes were made. If you provide information to us
following any change of the Privacy Notice, that signifies your assent to and acceptance of the changes to the
Privacy Notice.
Accessing and Correcting Information; Contact Us
If you have questions or would like to correct your Personal Information, visit FNF's Privacy Inquiry Website or
contact us by phone at (888) 714-2710, by email at privacy@fnf.com, or by mail to:
Privacy Statement
SSCORPO0911 .doc
Fidelity National Financial, Inc.
601 Riverside Avenue,
Jacksonville, Florida 32204
Attn: Chief Privacy Officer
Page 4
Printed: 08.13.24 @ 11 :03 AM by
CA-TTC-FAS[)..01310.064051-TT2010942
FIDELITY NATIONAL FINANCIAL
CALIFORNIA PRIVACY NOTICE
Fidelity National Financial, Inc. and its majority-owned subsidiary companies (collectively, "FNF," "our," or "we")
respect and are committed to protecting your privacy. This California Privacy Notice explains how we collect,
use, and disclose Personal Information, when and to whom we disclose such information, and the rights you, as a
California resident ("Consumer"), have regarding your Personal Information ("California Privacy Rights").
"Personal Information" means information that identifies, relates to, describes, and is reasonably capable of
being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or
household. If FNF has collected, used, or disclosed your Personal Information in relation to a job application or
employment, independent contractor, officer, owner, or director relationship with FNF, FNF's practices are
discussed in our Notice at Collection for Prospective Employees, available at Prospective California
Employees.
Some subsidiaries maintain separate California Privacy Notices or privacy statements. If a subsidiary has a
separate California Privacy Notice, it will be available on the subsidiary's website, and this California Privacy
Notice does not apply.
Collection of categories of Personal Information:
In the preceding twelve (12) months FNF has collected, and will continue to collect, the following categories of
Personal Information from you:
• Identifiers such as name, address, telephone number, IP address, email address, account name, social
security number, driver's license number, state identification card, passport number, financial
information, date of birth, or other similar identifiers;
• Characteristics of protected classifications under California or Federal law;
• Commercial information, including records of personal property, products or services purchased, or other
purchasing or consuming histories;
• Internet or other electronic network activity information including, but not limited to browsing history on
FNF websites, and information regarding a Consumer's interaction with an FNF website;
• Geolocation data;
• Unique biometric data used to authenticate a specific individual such as a fingerprint, retina, or iris
image;
• Professional or employment information;
• Education Information.
This Personal Information is collected from the following sources:
• Information we receive from you on applications or other forms;
• Information about your transactions with FNF, our affiliates, or others;
• Information we receive from consumer reporting agencies and/or governmental entities, either directly
from these entities, or from internet service providers, data analytics providers, and social networks;
• Information from the use of our websites and mobile applications;
• Information we receive directly from you related to doing business with us.
This Personal lnfonnation is collected for the following business purposes:
• To provide products and services to you or in connection with a transaction involving you;
• To perform a contract between FNF and the Consumer;
• To improve our products and services;
Privacy Statement
SSCORPD0911.doc Page 5
Printed: 08.13.24 @ 11 :03 AM by
CA-TTC-FASD-01310.064051-TT2010942
• To comply with legal obligations;
• To detect and protect against fraudulent or illegal activity;
• To communicate with you about FNF or our affiliates;
• To maintain an account with FNF or our affiliates;
• To maintain the security of our systems, tools, accounts, and applications;
• To verify and authenticate identities and credentials;
• To provide, support, personalize, and develop our websites, products, and services;
• To directly market our products to consumers;
• As described to you when collecting your Personal Information or as otherwise set forth in the California
Consumer Privacy Act.
Disclosures of Personal Information for a business purpose:
In the preceding twelve (12) months FNF has disclosed, and will continue to disclose, the categories of Personal
Information listed above for a business purpose. We may disclose Personal Information for a business purpose
to the following categories of third parties:
• FNF affiliates and subsidiaries;
• Non-affiliated third parties, with your prior consent;
• Businesses in connection with the sale or other disposition of all or part of the FNF business and/or
assets;
• Service Providers and non-affiliated third parties such as data analytics providers;
• Law enforcement or authorities in connection with an investigation, or in response to a subpoena or court
order.
Sale of Personal Information:
In the preceding twelve (12) months, FNF has not sold or shared Personal Information. FNF does not sell or
share Personal Information.
Retention Periods:
Due to the breadth and variety of data collected by FNF, it is not possible for us to provide you with a
comprehensive list of timeframes during which we retain each category of Personal Information. FNF retains
categories of information as reasonably necessary to satisfy the purpose for which we collect the information.
This time period varies depending on the purpose for which we collected the information, the nature and
frequency of our interactions and relationship with you, whether we have a legal basis to continue retaining the
information, industry practices. the value and sensitivity of the information, and state and federal recordkeeping
requirements.
Personal Information of minors:
FNF does not knowingly collect the Personal Information of minors. FNF does not sell or share the information
of consumers under sixteen (16) years of age.
Sensitive Personal Information:
FNF does not use or disclose sensitive Personal Information for any purposes other than those specified in the
California Consumer Privacy Act.
Right to know:
Consumers have a right to know about Personal Information collected, used, disclosed, shared, or sold , including
the categories of such Personal Information , as well as the purpose for such collection, use, disclosure, sharing,
Priwcy Statement
SSCORPD0911 .doc Page 6
Printed: 08.13.24 @ 11 :03 AM by
CA-TTC-FASD--01310.064051-TT2010942
or selling, categories of third parties to whom Personal Information is disclosed, shared or sold, and the specific
pieces of Personal Information collected about the consumer. Consumers have the right to request FNF disclose
what Personal Information it collected, used, and disclosed in the past twelve (12) months.
Right to request deletion:
Consumers have a right to request the deletion of their Personal Information, subject to certain exceptions.
Right to Correct:
Consumers have the right to correct inaccurate Personal Information.
Right to non-discrimination:
Consumers have a right not to be discriminated against because of exercising their consumer privacy rights. We
will not discriminate against Consumers for exercising any of their California Privacy Rights.
Privacy Requests:
To exercise any of your California Privacy Rights, or if acting as an authorized agent on behalf of
another individual, please visit California Privacy Request, call us Toll Free at 888-413-1748, or write to
the address at the end of this notice.
Upon making a California Privacy Request, FNF will verify the consumer's identity by requiring an account, loan,
escrow number, or other identifying information from the consumer.
The above-rights are subject to any applicable rights and obligations including both Federal and California
exemptions rendering FNF, or Personal Information collected by FNF, exempt from certain CCPA requirements.
A Consumer may use an Authorized Agent to submit any CCPA request. Authorized agents' requests will be
processed like any other CCPA request, but FNF will also require the Consumer provide the agent written
permission to make the request and verify his or her identity with FNF.
FNF website services for mortgage loans:
Certain FNF companies provide services to mortgage loan servicers, including hosting websites that collect
customer information on behalf of mortgage loan servicers (the "Service Websites"). The Service Websites may
contain links to both this Privacy Notice and the mortgage loan servicer or lender's privacy notice. The sections
of this Privacy Notice describing the categories, sources, and uses of your Personal Information do not apply to
the Service Websites. The mortgage loan servicer or lender's privacy notice governs use, disclosure, and
access to your Information. FNF does not share Information collected through the Service Websites, except (1)
as required or authorized by contract with the mortgage loan servicer or lender, or (2) as required by law or in the
good-faith belief that such disclosure is necessary to comply with a legal process or applicable law, to enforce
this Privacy Notice, or to protect the rights, property, or safety of FNF or the public.
California Privacy Notice -Effective Date:
This California Privacy Notice was last updated on July 1, 2024.
Contact for more information:
For questions or concerns about FNF's California Privacy Notice and privacy practices, or to exercise any of your
California Privacy Rights, please visit California Privacy. call Toll Free 888-413-1748, or contact us by mail at
the below address.
Privacy Statement
SSCORPO0911.doc
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attn: Chief Privacy Officer
Page7
Printed: 08.13.24 @ 11 :03 AM by
Cf>.. TTC-FAS0-01310.064051-TT2010942
ATTACHMENT ONE
CALIFORNIA LAND TITLE ASSOCIATION
STANDARD COVERAGE POLICY -1990 (11-09-18)
EXCLUSIONS FROM COVERAGE
The follcming matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses
which arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including bu1 not limited to building or zoning laws, ordinances, or regulations) restricting, regulating,
prohibiting or relating (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter
erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the li¥1d or any parcel of which the land is or was a part;
or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice
of the enforcement thereof or a notice of a defect, lien, or encumbrance resuHing from a violation or alleged violation affecting the land has been
recorded in the public records at Date of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or notice of a defect, lien or
encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, bu1 not excluding from coverage
any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) whether or not recorded in the public records at Date of Policy, bu1 created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the
Company by the insured claimant prior to the date the insured claimant became an insured under this policy;
(c) resuHing in no loss or damage to the insured claimant
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the insured mortgage or for the estate or
interest insured by this policy.
4. Unenforceability of the lien of the insured mortgage because of the inability or failure of the insured at Date of Policy, or the inability or failure of any
subsequent owner of the indebtedness, to comply with the applicable doing business laws of the state in which the land is situated.
5. Invalidity or unenforceability of the lien of the insured mortgage, or claim thereof, which arises out of the transaction evidenced by the insured mortgage
and is based upon usury or any consumer credit protection or truth in lending law.
6. Any claim, which arises ou1 of the transaction vesting in the insured the estate or interest insured by this policy or the transaction creating the interest of
the insured lender, by reason of the operation of federal bankruptcy, state insolvency or similar creditors' rights laws.
EXCEPTIONS FROM COVERAGE-SCHEDULE B, PART I
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing au1hority that levies taxes or assessments on real property or by
the public records.
Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such
agency or by the public records.
2. Any facts, rights, interests, or claims which are not shO'Ml by the public records but which could be ascertained by an inspection of the land or which may
be asserted by persons in possession thereof.
3. Easements, liens or encumbrances, or claims thereof, not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts v.tiich a correct survey woold disclose, and which are not
shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts au1horizing the issuance thereof; (c) water rights, claims or title to
water, whether or not the matters excepted under (a), (b) or (c) are shown by the public records.
6. Any lien or right to a lien for services, labor or material unless such lien is shown by the public records at Date of Policy.
EXCEPTIONS FROM COVERAGE -SCHEDULE B, PART II
(Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here)
Attachment One (11104122)
ATTACHMENT ONE
(CONTINUED)
CALIFORNIA LANO TITLE ASSOCIATION
STANDARD COVERAGE OWNER'S POLICY (02-04-22)
EXCLUSIONS FROM COVERAGE
The follCMling matters are excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that
arise by reason of:
1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or
relates to:
I. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or location of any impro-..ement on the Land:
iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any governmental forfeiture, police, regulatory, or national security pONer.
c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.
Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.
2. Any pONer of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 7.
3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Claimant:
b. not Known to the Company, not recorded in the Public Records at the Date of Polley, but Known to the Insured Claimant and not disclosed in writing
to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting in no loss or damage to the Insured Claimant;
d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10): or
e. resulting in loss or damage that would not have been sustained if consideration sufficient to qualify the Insured named in Schedule A as a bona fide
purchaser had been given for the Tille at the Date of Policy.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transaction vesting the Title as
shown in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or
c. preferential transfer:
I. to the extent the instrument of transfer vesting the Title as shown in Schedule A is not a transfer made as a contemporaneous exchange for
neN value; or
ii. for any other reason not staled in Covered Risk 9.b.
5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 8.
6. Any lien on the Title for real estate taxes or assessments imposed or collected by a governmental authority that becomes due and payable after the Date
of Policy.
Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.
7 Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any impro-..ement to the Land.
EXCEPTIONS FROM COVERAGE
Some historical land records contain Discriminatory Covenants that are Illegal and unenforceable by law. This policy treats any Discriminatory
Covenant In a document referenced in Schedule B as if each Discriminatory Covenant Is redacted, repudiated, removed, and not republished or
recirculated. Only the remaining provisions of the document are excepted from coverage.
This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees, or expenses resulting from the terms and conditions of
any lease or easement identified in Schedule A, and the following matters:
PARTI
1. (a) Taxes or assessments that are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or
by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, 'Nhether or not
shown by the records of such agency or by the Public Records.
2. Any facts, rights. interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the
Land, or (b) asserted by persons or parties in possession of the Land.
3. Easements, liens or encumbrances, or claims thereof, not shown by the Public Records at Date of Policy.
4. Any encroachment, encumbrance. violation, variation, easement, or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and not shown by the Public Records at Date of Polley.
5. (a) Unpatented mning claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to
water, 'Nhether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
6. Any lien or right to a lien for services, labor, material or equipment unless such lien is sh01M1 by the Public Records at Date of Policy.
7. Any claim to (a) ownership of or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oil, gas , uranium, clay,
rock, sand, and gravel located in, on, or under the Land or produced from the Land, whether such ownership or rights arise by lease, grant, exception,
conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities , rights of w'cty, and easements associated therewith or appurtenant
thereto, 'Nhether or not the interests or rights excepted in (a) or (b) appear in the Public Records or are shown in Schedule B.
PART II
(Variable exceptions such as taxes, easements, CC&R's, etc., are inserted here)
Attachment One (11104/22)
ATTACHMENT ONE
(CONTINUED)
CLTA/ALTA HOMEOWNER'S POLICY OF TITLE INSURANCE (7-01-21)
EXCLUSIONS FROM COVERAGE
The following matters are excluded from the coverage of this policy and We will not pay loss or damage, costs, attorneys' fees, or expenses that arise by
reason of:
1. a. any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) that restricts, regulates, prohibits, or
relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character. dimensions, or location of any improvement on the Land;
iii. the subdivision of land; or
iv. environmental remedial.ion or protection.
b. any governmental forfeiture, police, or regulatory, or national security power.
c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a. or 1.b.
Exclusion 1 does not modify or limit the coverage provided under Covered Risk 8.a., 14, 15, 16, 18, 19, 20, 23. or 27.
2. Any power to take the Land by condemnation. Exclusion 2 does not modify or limit the coverage provided under Covered Risk 17.
3. Any defect, lien, encumbrance, adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by You;
b. not Known to Us, not recorded in the Public Records at the Date of Policy, but Known to You and not disclosed in writing to Us by You prior to the
date You became an Insured under this policy;
c. resulting in no loss or damage to You;
d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 5, 8.f., 25,
26, 27, 28, or 32); or
e. resulting in loss or damage that would not have been sustained if You paid consideration sufficient to qualify You as a bona fide purchaser of the
Title at the Date of Policy.
4. Lack of a right:
a. to any land outside the area specifically described and referred to in Item 3 of Schedule A; and
b. In any street, road, avenue, alley, lane, right-of-way, body of water, or waterway that abut the Land.
Exclusion 4 does not modify or limit the coverage provided under Covered Risk 11 or 21.
5. The failure of Your existing structures, or any portion of Your existing structures, to have been constructed before, on, or after the Date of Policy In
accordance with applicable building codes. Exclusion 5 does not modify or limit the coverage provided under Covered Risk 14 or 15.
6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, that the transfer of the Title to You is a:
a. fraudulent conveyance or fraudulent transfer;
b. voidable transfer under the Uniform Voidable Transactions Act; or
c. preferential transfer:
i. to the extent the instrument of transfer vesting the Tille as shown in Schedule A is not a transfer made as a contemporaneous exchange for
new value; or
ii. for any other reason not stated in Covered Risk 30.
7. Contamination, explosion, fire, flooding, vibration, fracturing, earthquake, or subsidence.
8. Negligence by a person or an entity exercising a right to extract or develop oil, gas, minerals, groundwater, or any other subsurface substance.
9. Any lien on Your Title for real estate taxes or assessments, imposed or collected by a governmental authority that becomes due and payable after the
Date of Policy. Exclusion 9 does not modify or limit the coverage provided under Covered Risk 8.a or 27.
10. Any discrepancy in the quantity of the area, square footage, or acreage of the Land or of any improvement to the Land.
LIMITATIONS ON COVERED RISKS
Your insurance for the following Covered Risks is limited on the Owner's Coverage Statement as follows:
For Covered Risk 16, 18, 19 and 21 Your Deductible Amount and Our Maximum Dollar Limit of Liability shOM1 in
Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A are as follows:
Covered Risk 16:
Covered Risk 18:
Covered Risk 19:
Covered Risk 21 :
Your Deductible Amount
1.00% of Policy Amount Shown in Schedule A or $2,500.00
(whichever is less)
1.00% of Policy Amount Shown in Schedule A or $5,000.00
(whichever is less)
1.00% of Policy Amount Shown in Schedule A or $5,000.00
(whichever is less)
1.00% of Policy Amount Shown in Schedule A or $2,500.00
(whichever is less)
Our Maximum Dollar Limit of Liability
$ 10,000.00
$ 25,000.00
$ 25,000.00
$ 5,000.00
Attachment One (1 1104/22)
ATTACHMENT ONE
(CONTINUED)
CLTA/ALTA HOMEOWNER'$ POLICY OF TITLE INSURANCE (12-02-13)
EXCLUSIONS
In addition to the Exceptions in Schedule B, You are not insured against loss, costs, attorneys' fees , and expenses resulting from:
1. Governmental police power, and the existence or 'violation of those portions of any law or government regulation concerning:
a. building;
b. zoning;
c. land use:
d. improvements on the Land;
e. land division; and
f. en'vironmental protection.
This Exclusion does not limit the coverage described in Covered Risk 8.a .. 14, 15, 16, 18, 19, 20, 23 or 27.
2. The failure of Your existing structures, or any part of them, to be constructed in accordance with applicable building codes. This Exclusion does not limit
the coverage described in Covered Risk 14 or 15.
3. The right to take the Land by condemning it. This Exclusion does not limit the coverage described in Covered Risk 17.
4. Risks:
a. that are created, allO'vVed. or agreed to by You. whether or not they are recorded in the Public Records;
b. that are Known to You at the Policy Date, but not to Us, unless they are recorded in the Public Records at the Policy Date;
c. that result in no loss to You; or
d. that first occur after the Policy Date -this does not limit the coverage described in Covered Risk 7, 8.e., 25, 26, 27 or 28.
5. Failure to pay value for Your Tille.
6. Lack of a right:
a. to any land outside the area specifically described and referred to in paragraph 3 of Schedule A; and
b. in streets. alleys. or waterways that touch the Land.
This Exclusion does not limit the coverage described in Covered Risk 11 or 21.
7. The transfer of the Title to You is invalid as a preferential transfer or as a fraudulent transfer or conveyance under federal bankruptcy, state insolvency, or
similar creditors· rights laws.
8. Contamination, exPlosion, fire, flooding, 'vibration, fracturing, earthquake or subsidence.
9. Negligence by a person or an Entity exercising a right to extract or develop minerals, water, or any other substances.
LIMITATIONS ON COVERED RISKS
Your insurance for the follO'Ning Covered Risks is limlted on the o..vner's Coverage Statement as follows:
For Covered Risk 16, 18, 19 and 21 , Your Deductible Amount and Our Maximum Dollar Limit of Liability shown in
Schedule A.
The deductible amounts and maximum dollar limits shown on Schedule A are as follows:
Covered Risk 16:
Covered Risk 18:
Covered Risk 19:
Covered Risk 21 :
Your Deductible Amount
1.00% of Policy Amount Shown in Schedule A or $2,500.00
(whichever is less)
1.00% of Policy Amount Shown in Schedule A or $5,000.00
(whichever is less)
1.00% of Policy Amount Shown in Schedule A or $5,000.00
(v.tiichever Is less)
1.00% of Policy Amount Shown in Schedule A or $2,500.00
{\'tlichever is less)
Our Maximum Dollar Limit of Liability
$ 10,000.00
$ 25,000.00
$ 25,000.00
$ 5,000.00
Attachment One (11/04/22)
ATTACHMENT ONE
(CONTINUED)
ALTA OWNER'S POLICY (07-01-2021)
EXCLUSIONS FROM COVERAGE
The follOYling matters are excluded from the ca...erage of this policy, and the Company will nol pay toss or damage, costs, attorneys' fees. or expenses that
arise by reason of;
1. a. any law. ordinance. permit, or governmental regulation (Including those relating to building and zoning) that restricts, regulates, prohibits, or
relates to:
i. the occupancy, use, or enjoyment of the Land;
ii. the character, dimensions, or locatlon of My improvement on the Land;
iii. the subdivision of land; or
iv. environmental remediation or protection.
b. any g011emmental forfeiture. police, regulatory, or national security pcmer.
c. the effect of a violation or enforcement of any matter excluded under Exclusion 1.a or 1.b.
Exclusion 1 does not modify or limit the coverage provided under Covered Risk 5 or 6.
2. Any power of eminent domain. Exclusion 2 does not modify or limit the coverage provided under Cove,ed Risk 7.
3. Any defect, lien, encumbranc , adverse claim, or other matter:
a. created, suffered, assumed, or agreed to by the Insured Clalmant;
b. not KnoY.fl lo the Company, not recorded in the Public Records al the Date or Polley, but Krn,.yn to the Insured Claimant and not disclosed in writing
to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
c. resulting In no loss or damage to the Insured Claimant;
d. attaching or created subsequent to the Date of Policy (Exclusion 3.d. does not modify or limit the coverage provided under Covered Risk 9 or 10): or
e. resulting In loss or damage thal would not have been sustained if consideration suffic ent to qualify the Insured named In Schedule A as a bona fide
purchaser had been given for the Title al. the Date of Pol cy.
4. Any claim. by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights law, Iha.I the transaction vesting the Tit1e as
ShCMfl in Schedule A is a:
a. fraudulent conveyance or fraudulent transfer:
b. voidable transfer under the Uniform Voidable Transactions Act; or
c. preferential transfer:
i. to the extent the Instrument of transfer vesting the r rt1e as shOINl'l In Schedule A Is nOI a transfer made as a contemporaneous exchange for
new value; or
ii. for any other reason not stated in Covered Risk 9.b.
5. Any claim of a PACA-PSA Trust. Exclusion 5 does not modify or limit the coverage prolrided under C011ered Risk 8.
6. Any lien on the Title for real estate taxes or assessments, imposed or collected by a gowmmental authority that becomes due and payable after the Date or Policy. Exclusion 6 does not modify or limit the coverage provided under Covered Risk 2.b.
7. Any discrepancy In the quantity or the a-ea. square footage, or acreage of the Land or of any Improvement to the Land.
EXCEPTIONS FROM COVERAGE
Some hlstorlcal land records contain Discriminatory Covenants that are Illegal and unenforceable by law. This policy treats any Discriminatory
Covenant In a document referenced In Schedule B as if each Discriminatory Covenant Is redacted, repudiated, removed, and not republished or
reclrculatod. Only the remaining provisions of the document are Hcepted from coverage.
This policy does not Insure against toss or damage and the Company will not pay costs, attorneys' fees, or expenses resulllng from the terms and conditions or
any lease or easement Identified In Schedule A. and the following matters:
NOTE: The 2021 ALTA Owner's Policy may be Issued to afford ether Standard Coverage or Extended Coverage. In addlllon to variable exceptions such
as taxes, easements. CC&R's. etc., the Exceptions from Coverage in a Standard Coverage polcy wll also include the Western Regional Standard Coverage
Exceptions fisted as 1 through 7 below:
1. (a) Taxes or assessments that are not shO'M'l as existing liens by the records of any taxing authority that levies taxes or assessments on real property or
by the Public Records; (b) proceedings by a public agency that may result In taxes or assessments , or notices of such proceedings, whether or nol
shown by the records of such agency or by the Public Records.
2. Any facts, rights. interests, or claims thal are not shown by the Public Records at Date of Polley but that could be (a) ascertained by an inspection of the
land or (b) asserted by persons or parties in possession of the Land.
3. Easements, liens or encumbrances, or claims thereof. not sh0'M'1 by the Public Records at Date of Policy.
4. Any encroachment, encumbrance, violation, variation, easement. or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land and not shCMfl by the Public Records at Date of Policy.
5. (a) Unpatented rnning claims; (b) resefValions or exceptions n patents or n Acts authorizing the issuance thereof; (cl water rights. claims or title to
water. whether or not the matters excepted under (a). (b), or (c) are shown by the Public Records.
6. Any lien or right to a lien for services, labor, material or equipment unless such lien Is shO'MI by the Public Records at Date of Policy.
7. Any claim to (a) ~hip of or rights to minerals and similar substances. Including but not limited lo ores, metals, coal, lignite, oil, gas, uranium, clay,
rock. sand, and gravel located in, on, or under the Land or produced from the Land, Whether such ownership or rights arise by lease, grant, exception,
conveyance, reservation, or olherwise: and (b) any rights , privileges, immunities. rights of way, and easements associated therev.ith or appurtenant
thereto, Yot)ether or not the interests or rights excepted in (a) or (b) appear in the Pubfic Records or are shcmn in Schedule B.
Attachment One (11/04/22)
ATTACHMENT ONE
(CONTINUED)
2006 ALTA OWNER'S POLICY (06-17-06)
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or
expenses that arise by reason of:
1. {a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or
relating to
rn the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions , or location of any improvement erected on the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1{a) does not modify or limit the coverage
provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1 (b) does not modify or limit the coverage provided under Covered Risk 6.
2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured Claimant;
(b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to
the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy {however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as
shO'Ml in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the
date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shO'Ml in Schedule A.
EXCEPTIONS FROM COVERAGE
This policy does not Insure against loss or damage, and the Company will not pay costs, attorneys' fees, or expenses that arise by reason of:
NOTE: The 2006 AL TA Owner's Poky may be issued to afford either Standard Coverage or Extended Coverage. In addition to variable exceptions such as
taxes, easements, CC&R's, etc., tlie Exceptions from Coverage in a Standard Coverage policy will also include the Western Regional Standard Coverage
Exceptions listed below as 1 through 7 below:
1, (a) Taxes or assessments that are not shO'Ml as existing liens by the records of any taxing authority that levies taxes or assessments on real property or
by the Public Records; (b) proceedings by a public agency that may result in taxes or assessments, or notices of such proceedings, whether or not
shO'Ml by the records of such agency or by the Public Records.
2. Any facts, rights, interests, or claims that are not shown by the Public Records at Date of Policy but that could be (a) ascertained by an inspection of the
Land, or (b) asserted by persons or parties in possession of the Land.
3. Easements, liens or encumbrances, or claJms thereof, not shown by the Public Records at Date of Policy.
4. Any encroachment, encumbrance, violation, variation, easement, or adverse circumstance affecting the Tide that would be disclosed by an accurate and
complete land survey of the Land and not shown by the Public Records at Date of Policy.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (c) water rights, claims or title to
water, whether or not the matters excepted under (a), (b), or (c) are shown by the Public Records.
6. Any lien or right to a lien for services, labor, material or equipment unless such lien is shown by the Public Records at Date of Policy.]
7. Any claim to (a) ownership or or rights to minerals and similar substances, including but not limited to ores, metals, coal, lignite, oU, gas, uranium, clay,
rock, sand, and gravel located in, on. or under the Land or produced from the Land, whether such CM10ershlp or rights arise by lease, grant, exception,
conveyance, reservation, or otherwise; and (b) any rights, privileges, immunities, rights of way, and easements associated therewith or appurtenant
thereto, whether or not the interests or rights excepted in {a} or {b) appear in the Public Records or are shown in Schedule B.
Attachment One (11/04122)
~ TICOR TITLE COMPANY OWNER'S DECLARATION
Escrow No.: TT2010942-CC
Property: 6131 Innovation Way, Carlsbad, CA 92009-1745
The undersigned hereby declares as follows:
1. (Fill in the applicable paragraph and strike the other)
A. Declarant ("Owner") is the owner or lessee, as the case may be, of certain premises located at 6131
Innovation Way, Carlsbad, CA 92009-1745, further described as follows: See Preliminary
Report/Commitment No. TT2010942 for full legal description (the "Land").
B. Declarant is the ___________ of ______________ ("Owner"),
which is the owner or lessee, as the case may be, of certain premises located at 6131 Innovation Way,
Carlsbad, CA 92009-1745, further described as follows: See Preliminary Report/Commitment
No. TT2010942 for full legal description (the "Land").
2. (Fill in the applicable paragraph and strike the other)
A. During the period of six (6) months immediately preceding the date of this declaration no work has been
done, no surveys or architectural or engineering plans have been prepared, and no materials have been
furn ished in connection with the erection, equipment, repair, protection or removal of any building or
other structure on the Land or in connection with the improvement of the Land in any manner
whatsoever.
B. During the period of six (6) months immediately preceding the date of this declaration certain work has
been done and materials furnished in connection with ___________ upon the Land in
the approximate total sum of $ ________ _, but no work whatsoever remains to be done and
no materials remain to be furnished to complete the construction in full compliance with the plans and
specifications, nor are there any unpaid bills incurred for labor and materials used in making such
improvements or repairs upon the Land, or for the services of architects, surveyors or engineers, except
as follows: __________________ . Owner, by the undersigned Declarant,
agrees to and does hereby indemnify and hold harmless Chicago Title Insurance Company against any
and all claims arising therefrom.
3. Owner has not previously conveyed the Land; is not a debtor in bankruptcy (and if a partnership, the general
partner thereof is not a debtor in bankruptcy); and has not received notice of any pending court action
affecting the title to the Land.
4. Except as shown in the above referenced Preliminary Report/Commitment, there are no unpaid or
unsatisfied mortgages, deeds of trust, Uniform Commercial Code financing statements, regular assessments,
special assessments, periodic assessments or any assessment from any source, claims of lien, special
assessments, or taxes that constitute a lien against the Land or that affect the Land but have not been
recorded in the public records. There are no violations of the covenants, conditions and restrictions as
shown in the above referenced Preliminary Report/Commitment.
5. The Land is currently in use as ____________ _, ____________ _
occupy/occupies the Land; and the following are all of the leases or other occupancy rights affecting the
Land:
6. There are no other persons or entities that assert an ownership interest in the Land, nor are there unrecorded
easements, claims of easement, or boundary disputes that affect the Land.
7. There are no outstanding options to purchase or rights of first refusal affecting the Land.
Owner's Declaration
SCA0002873.doc / Updated; 07.18.24 Page 1
Printed: 08.13.24@ 11 :03 AM by
CA-TTC-FAS0-01310.064051-TT2010942
OWNER'S DECLARATION
(continued)
8. Between the most recent Effective Date of the above referenced Preliminary Report/Commitment and the
date of recording of the Insured lnstrument(s), Owner has not taken or allowed, and will not take or allow, any
action or inaction to encumber or otherwise affect title to the Land.
9. That the undersigned has not received any written notice of violation of any covenants, conditions or
restrictions, if any, affecting the Land.
10. That there are no outstanding unpaid sellers or suppliers of PACA/PASA commodities or products incurred
by the Lessee, except:
11. That no notices of claim or notices of intent to preserve claim rights have been received by the Company
from PACA/PASA sellers or suppliers of the Lessee, except:
This declaration is made with the intention that Chicago Title Insurance Company (the "Company") and its policy
issuing agents will rely upon it in issuing their title insurance policies and endorsements. Owner, by the
undersigned Declarant, agrees to indemnify the Company against loss or damage (including attorneys' fees,
expenses, and costs) incurred by the Company as a result of any untrue statement made herein. Additionally,
Owner, by the undersigned Declarant, agrees to indemnify and hold the Company harmless during the gap
period between the last title examination of the Land that was conducted by, for and/or on behalf of the
Company, and the time when the deed, assignments and any other documents creating priority of title are
recorded in connection with the sale and/or transfer of the Land.
I declare under penalty of perjury that the foregoing is true and correct and that this declaration was executed on
August 13, 2024 at 11 :03 AM.
Rexford Industrial Realty Lp
BY: ___________ _
Owner's Declaration
SCA0002873.doc I Updated: 07 .18.24 Page 2
Printed: 08.13.24 @ 11 :03 AM by
CA-TTC-FASD-01310.0&4051-TT2010942
STATEMENT OF INFORMATION
CONFIDENTIAL INFORMATION FOR YOUR PROTECTION
(continued)
PRIOR MARRJAGE(S) and PRIOR DOMESTIC PARTNERSHIP(S)
Ally prior maniages or domestic partnerships for either person? ____ If yes, cooiplete the folk,w;ng:
Prior spaJSa'I (Party A) name: ___________ Prior Spouse cf Party A:
Manage ended by O Oealh O ~ 0 .\llficallon Date cf O~
Prior spouse's (Perfy B) name: ___________ Prior Spouse cf Party 8:
Maniage ended by: 0 Death O Olwrce/Oissolullon O Nulilicatlon Dale of Daalh/Olvorce:
flf moro ._. ~. "'", ... ,..Stele olfotm)
_________ Spouse
----------·-----·---·----
INFORM.ATION ABOUT THE PROPERTY
Buyer Intends to r Ide on the propeny In this transaction □ Yes O No
Owner to complete the following Items
StreelAddress of Prll!)ertyin !his lnnS8dian; __________________________ _
The lend Is O unimproved; or irTf)rlMICI 'Mth a structure ol the lollow!ng ~: 0 A Single or 1-4 Fimly O Condo Unit O Other ____ _
1~1•, remodeling or repairs to this propeny hew been made 'Mthin 1111 pest six (6) months·
II )a, I\IM! .. costs lor labor and materilb am.,g in comeGlian therft\llh been paid in fim
An/ cum,nt loons on property? _____ II yes, ~e the loloo,,lng:
□Vs □No
Ova O No
Leoder ___________ Loen Amount~ _________ loanAccol.rlt No. ______ _
Lender Loen Amount Loan Accol.rll No. -------
The l.l1dersigned cledwe, under penally cf pe,µy, 11181 the lcngoing is true end CQffl!CI.
IN WITNESS WHEREOF, the undersigned haw executlld I s dorument on the dale(s) set lofth below.
Slgnaue Dale
Pnnt Name
Date
Pnnt Name
(Note: If applic:abl , both spouses/domestic partners must sign.)
THANK YOU.
s,.1omonl ol lnlom,1tion (UE-34 (Rov. 06-08))
SCA0000279.docl Updated 10, 10.19 Pago 2
Prinlod: 08.13.24@ 11.03 AM by
CA-TTC-FASO-D 1310.06-4051-TT 2010942