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Lease Agreement - Catalyst Two LLC - IT Lease at Innovation Park
1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOIJTH BEND. INDIANA 46601-1930 ,aaVAI:f A 186 SOUTHCITY OF BEND PETE BUTTIGIEG, MAY Br'1I` /PUBLIC December 20, 2018 Bradley Toothaker Catalyst Two, LLC 112 W. Jefferson Blvd., Suite 200 South Bend, IN 46601 RE: Lease Agreement Dear Mr. Toothaker: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on December 20, 2018, approved the above referenced agreement for Innovation and Technology to lease at Ignition Park in the amount of $250,000 per year, for a total of $1,000,000 for 4.5 years. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, w Linda M. Martin, Clerk Enclosure GARY A. G1LOT SUZANNA M. FRI TZBERG ELIZABETH A. MARADII( JAME5 A. MUELLER THERESE J. DORAU DocuSign Envelope ID: 3F683184-132138-4211-1306A-AD20C137020F8 LEASE AGREEMENT BETWEEN CITY OF SOUTH BEND, INDIANA, BY AND THROUGH ITS BOARD OF PUBLIC WORKS, FOR THE BENEFIT OF ITS DEPARTMENT OF INNOVATION AND TECHNOLOGY, an Indiana municipal corporation (Tenant) and CATALYST TWO, LLC, an Indiana limited liability company (Landlord) DATED JANUARY 1, 2019 DocuSign Envelope ID: 3F1383184-13268-4211-B06A-AD20CB7020F8 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is made effective the 1" day of January, 2019 (the "Effective Date"), by and between CATALYST TWO, LLC, an Indiana limited liability company having a principal address of 112 West Jefferson Boulevard, Suite 200, South Bend, Indiana 46601 ("Landlord") and the City of South Bend, Indiana, by and through its Board of Public Works, for the benefit of its Department of Innovation and Technology, an Indiana municipal corporation, having a principal address of 227 West Jefferson Boulevard, 1200 N, South Bend, Indiana 46601 ("Tenant"). BACKGROUND A. The parties acknowledge that (1) Tenant desires to lease space in an approximately 47,802 square foot building as depicted on the site plan attached as Exhibit A and commonly known as Cataylst TWO (the "Building") in the Ignition Park Planned Unit Development in South Bend, Indiana (within Lot 7 of the recorded plat of Ignition Park also as legally described on Exhibit A (the "Property")), and (ii) Landlord owns the Property. B. In accordance with and subject to the terms of this Lease, Landlord agrees to lease to Tenant the Premises for use in Tenant's operations, together with the non-exclusive right and privilege to use the Common Areas on the Property. In consideration of foregoing and the mutual covenants and agreements contained herein, and in further consideration of the obligations of each party hereunder, the parties covenant and agree as follows: ARTICLE 1 BACKGROUND AND BASIC LEASE PROVISIONS Section l .l Backaround, The background provisions above are incorporated into the body of this Lease as if fully set forth herein and made a part hereof. LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE I DocuSign Envelope ID: V1383184-132138-421 1 -1306A-AD20C137020F8 Section 1.2 Basic Lease Provisions and Definitions. .. ......... A. Leased Premises: The portion of the Building leased by Tenant, as diagramed in Exhibit B). B. I�entableA.rci!: approximately 12,500 square feet (subject to adjustment upon final determination, as provided for herein) of floor area within the Building. The Rentable Area of the Premises extends to the exterior faces of exterior walls or the building line where there is no wall, or the centerline of those walls separating the Premises from other leased premises in the Building and includes the entirety of space between the bottom of the floor slab to the top of the roof. C. Base Rent: To be calculated in accordance with Section 3.1 below. D. Delivery i)ate: January 1, 2019 E. Coi..i2inencenient Date: January 1, 2019 F. Rent Colninencenient Date: July 1, 2019 G. Fnd Date: June 30, 2023 H. Lease Terin: Four (4) years and six (6) months beginning on the Commencement Date and ending on the End Date. I. Broker: Bradley Company, LLC I Permitted Use: Office use LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNTTION PARK PAGE 2 DocuSign Envelope ID: 3F1383184-132138-4211-B06A-AD20CB7020F8 K. Address for notices and payments (absent ACH) are as follows: Landlord: Catalyst TWO, LLC c/o Great Lakes Capital Management, LLC 112 West Jefferson Blvd., Suite 200 South Bend, Indiana 46601 Attn: Bradley J. Toothaker With Payments to: Catalyst TWO, LLC c/o Bradley Company, LLC H 2 West Jefferson Blvd., Suite 300 South Bend, Indiana 46601 Tenant: City of South Bend, Indiana Department of Innovation and Technology 227 West Jefferson Blvd., Suite 120ON South Bend, Indiana 46601 Attn: Chief Innovation Officer With a copy to; City of South Bend, Indiana Department of Community Investment 227 West Jefferson Blvd., Suite 1400S South Bend, Indiana 46601 Attn: Executive Director And a copy to: City of South Bend, Indiana Department of Law 227 West Jefferson Blvd., Suite 1200 South Bend, Indiana 46601 Attn: Corporation Counsel ARTICLE 2 TERM AND POSSESSION Section 2.1 Term. The Lease Term shall commence on the Commencement Date. Tenant shall have full-time, unabated access to the Premises throughout the Term, except as otherwise may be necessitated by emergency. Section 2.2 . Construction of Tenant l2jpLgverlj�ri s. Tenant shall construct and install all leasehold improvements to the Leased Premises (collectively, the "Tenant Improvements") in accordance with Exhibit C attached hereto and made a part hereof. Tenant may begin construction of Tenant Improvements on the Delivery Date. Section 2.3 Surrender of the Premises. Upon the expiration or earlier termination of this Lease, Tenant shall, at its sole cost and expense, immediately (a) surrender the Leased DocuSign Envelope ID: 3FB83184-B2B8-4211-606A-AD20CB7020F8 Premises to Landlord in broom -clean condition and in good order, condition and repair, (b) remove from the Leased Premises (i) Tenant's Property (as defined in Section ,.; l below), and (ii) any alterations required to be removed pursuant to Section 7.3 below, and (c) repair any damage caused by any such removal and restore the Leased Premises to the condition substantially existing upon the Commencement Date, reasonable wear and tear excepted. All of Tenant's Property that is not removed within ten (10) days following Landlord's written demand therefor shall be conclusively deemed to have been abandoned, and Landlord shall be entitled to dispose of such property at Tenant's cost without incurring any liability to Tenant. This Section 2.3 shall survive the expiration or any earlier termination of this Lease. Sect i rl 2A 1 loldigg Over, If Tenant retains possession of the Leased Premises after the expiration or earlier termination of this Lease, Tenant shall be a tenant at sufferance at one hundred percent (100%) of the Monthly Rental Installments and Proportionate Share of Operating Costs (as hereinafter defined) for the Leased Premises in effect upon the date of such expiration or earlier termination, and otherwise upon the terms, covenants and conditions herein specified, so far as applicable. Acceptance by Landlord of rent after such expiration or earlier termination shall not result in a renewal of this Lease, nor shall such acceptance create a month -to -month tenancy. In the event a month -to -month tenancy is created by operation of law, either party shall have the right to terminate such month -to -month tenancy upon thirty (30) days' prior written notice to the other, whether or not said notice is given on the rent paying date. This Section 2.4 shall in no way constitute a consent by Landlord to any holding over by Tenant upon the expiration or earlier termination of this Lease, nor limit Landlord's remedies in such event. ARTICLE 3 RENT Section 3. Im Bas..c: Rent;. Throughout the Lease Term, Tenant shall pay to Landlord `Base Rent' in, the amount of which shall be based on the following: Tenant's Base Rent obligation, including all common area maintenance charges, shall be calculated at a rate of $20.00 per Rentable Square Foot in the Leased Premises per year (i.e. $1.6667 per square foot per month). The Parties acknowledge that the Base Rent is reflective of Tenant's commitment to completing certain additional improvements to the common restroom area and flooring. Notwithstanding the foregoing, the Base Rent for the first six months of the lease (January 1, 2019 — June 30, 2019) will be $0.00 to accommodate Tenant's interior construction of the Leased Premises. Section 3.2 Payment of Base Rent. Tenant will pay Landlord Base Rent annually on January 1 in the amount of Two Hundred Fifty Thousand Dollars ($250,000), commencing within thirty (30) days of the Delivery Date, except no payment shall be due January 1, 2023. LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE 4 DocuSign Envelope ID: 3F1383184-132138-4211-B06A-AD20CB7020F8 Payment Due Payment For Payment Amount Within 30 days of execution of this Lease Months 1 - 18 $250,000.00 January 1, 2020 Months 19 - 30 $250,000.00 January 1, 2021 Months 31 - 42 $250,000.00 January 1, 2022 Months 43 - 54 $250,000.00 January 1, 2023 N/A $0.00 ARTICLE 4 RESERVED ARTICLE 5 OCCUPANCY AND USE Section 5.1 Use. Tenant shall use the Leased Premises or allow it to be used for the Permitted Use and for no other purpose without the prior written consent of Landlord. Section 5.2 Covenants of Tenant Regardjn Use. (a) Tenant shall (i) use and maintain the Leased Premises and conduct its business thereon in a safe, careful, reputable and lawful manner, (ii) comply with all covenants that encumber the Building and all laws, rules, regulations, orders, ordinances, directions and requirements of any governmental authority or agency, now in force or which may hereafter be in force, including, without limitation, those which shall impose upon Landlord or Tenant any duty with respect to or triggered by a change in the use or occupation of, or any improvement or alteration to, the Leased Premises, and (iii) comply with and obey all reasonable directions, rules and regulations of Landlord, including the Building Rules and Regulations attached hereto as Exhibit F and made a part hereof, as may be modified from time to time by Landlord on reasonable notice to Tenant. (b) Tenant shall not do or permit anything to be done in or about the Leased Premises that will in any way cause a nuisance, obstruct or interfere with the rights of other tenants or occupants of the Building or injure them. Landlord shall not be responsible to Tenant for the non- performance by any other tenant or occupant of the Building of any of Landlord's directions, rules and regulations, but agrees that any enforcement thereof shall be done uniformly. Tenant shall not use the Leased Premises, nor allow the Leased premises to be used, for any purpose or in any manner that would (1) invalidate any policy of insurance now or hereafter carried by Landlord on the Building, or (ii) increase the rate of prerniums payable on any such insurance policy unless Tenant reimburses Landlord for any increase in premium charged. Section 5.3 Landlord's Rights Regarding lase,. Without limiting any of Landlord's rights specified elsewhere in this Lease (a) Landlord shall have the right at any time, without notice to Tenant, to control, change or otherwise alter the Common Areas in such manner as it deems necessary or proper, and (b) Landlord, its agents, employees and contractors shall have the right LEASE AGREEMENT - CITY OF SOUTH BEND AT IGNITION PARK PAGE 5 DocuSign Envelope ID: 3F1383184-62138-4211-l306A-AD20Cl37020F8 to enter any part of the Leased Premises at reasonable times upon reasonable notice (except in the event of an emergency where no notice shall be required) for the purposes of examining or inspecting the same (including, without limitation, testing to confirm Tenant's compliance with this Lease), showing the same to prospective purchasers, mortgagees or tenants, and making such repairs, alterations or improvements to the Leased Premises or the Building as Landlord may deem necessary or desirable. Landlord shall incur no liability to Tenant for such entry, nor shall such entry constitute an eviction of Tenant or a termination of this Lease, or entitle Tenant to any abatement of rent therefor. ARTICLE 6 UTILITIES AND OTHER BUILDING SERVICES Section 6.1 Services to„be Provided. Provided Tenant is not in Default, Landlord shall furnish to Tenant the following utilities and other services to the extent reasonably necessary for Tenant's use of the Leased Premises for the Permitted Use, or as may be required by law or directed by governmental authority: (a) Normal heating, ventilation and air-conditioning between the hours of 6:00 a.m. and 8:00 p.m. Monday through Saturday of each week except on legal holidays observed by the Tenant; (b) Water in the Leased Premises for lavatory and drinking purposes; (c) Cleaning and janitorial service in the Leased Premises and Common Areas on Monday through Friday of each week except legal holidays; provided, however, Tenant shall be responsible for carpet cleaning other than routine vacuuming; (d) Washing of windows at intervals reasonably established by Landlord; and (e) Maintenance of the Common Areas, Section,6.2 Additional Services. Tenant shall pay from and after the Commencement Date, throughout the entire Lease Term (and a period thereafter, if necessary, due to delayed billings for utility consumption), all charges for gas, electricity, lights, heat, water power, and telephone and other communication and utility services used, rendered, or supplied upon or in connection with the Leased Premises which are separately metered or specific to the Leased Premises and shall indemnify Landlord against any liability or damages on such account. Section 6.3 1 rla tio Swe vices, Tenant acknowledges and agrees that any one or more of the utilities or other services identified in Section, 6.1 or otherwise hereunder may be interrupted by reason of accident, emergency or other causes beyond Landlord's control, or may be discontinued or diminished temporarily by Landlord or other persons until certain repairs, alterations or improvements can be made. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or service caused beyond Landlord's control, except to the extent of Landlord's gross negligence or willful misconduct. Any such interruption shall not be deemed a constructive eviction or disturbance of Tenant's right to possession, occupancy LEASE AGREEMENT— CITY OF SOUTvr BEND AT IGNITION PARK PAGE 6 DocuSign Envelope ID: 3FB83184-B2B8-4211-B06A-AD20CB7020F8 and use of the Leased Premises or any part thereof or render Landlord liable to Tenant for damages by abatement of rent or otherwise or relieve Tenant from the obligation to pay rent and otherwise perform its covenants under this Lease. ARTICLE 7 REPAIRS,,MAINTENANCE AND ALTERATIONS Section 7.1 repair and. Kiintenance of Bu ldrtm, Landlord shall make all necessary repairs and replacements to the roof, exterior walls, exterior doors, windows, corridors and other Common Areas and use reasonable efforts to keep all equipment used in common with other tenants in good condition and repair, ordinary wear and tear excepted. The cost of such repairs, replacements and maintenance, shall be borne by Landlord except to the extent any repairs are required because of the negligence or misuse of Tenant, its employees, agents, contractors, customers or invitees, in which case, such repairs shall be made at Tenant's sole expense. Notwithstanding the foregoing, in the event any repair is necessitated by a structural or latent defect in the roof or structural components of the Building or in the Building's exterior parking surface, the costs of such repair will be the responsibility of Landlord and will not be recoverable from Tenant. Section ' i��,1���ir �rr�mci 11l�rttat�tl��rt�� of Leased Premises. Tenant shall keep and maintain the Leased Premises in good condition and repair, ordinary wear and tear excepted. Notwithstanding the above, Tenant shall be solely responsible for any repair or replacement with respect to Tenant's Property (as defined 1n Section �. 1 below) located in the Leased Premises. Nothing in this Articje 1„ shall obligate Landlord or Tenant to repair normal wear and tear to any paint, wall covering or carpet in the Leased Premises. Section 7.3 Alterations. Tenant shall not permit alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon expiration or earlier termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the realty and the property of Landlord and shall not be removed by Tenant. Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the original construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord's consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall cause such lien to be discharged of record within thirty (30) days after filing. Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including reasonable attorneys' fees and expenses) in connection with any construction or alteration and any related lien. LEASE AGREEMENT— CITY OF SOUTvi BEND AT IGNiTION PARK PAGE 7 DocuSign Envelope ID: 3FB83184-B2B8-4211-B06A-AD20CB7020F8 ARTICLE 8 INDEMNITY AND INSURANCE Section 8.1 Release. All of Tenant's trade fixtures, equipment, merchandise, inventory and all other personal property in or about the Leased Premises, the Building or the Common Areas (which is deemed to include the trade fixtures, merchandise, inventory and personal property of others located in or about the Leased Premises or Common Areas at the invitation, direction or acquiescence (express or implied) of Tenant (all of which property shall be referred to herein, collectively, as "Tenant's Property")), shall be and remain at Tenant's sole risk. Landlord shall not be liable to Tenant or to any other person for, and Tenant hereby releases Landlord from (a) any and all liability for theft or damage to Tenant's Property, and (b) any and all liability for any injury to Tenant or its employees, agents, contractors, guests and invitees in or about the Leased Premises, the Building or the Common Areas, except to the extent of personal injury (but not property loss or damage) caused by the .negligence or willful misconduct of Landlord. Nothing contained in this Section 8.1m shall limit (or be deemed to limit) the waivers contained in Section 8.6 below. In the event of any conflict between the provisions of Section 8 .6 below and this � Section .1, the provisions of Section 8.6 shall prevail. This Section 8,1, shall survive the expiration or earlier termination of this Lease. Sc.ccttio't1„ .2 1� denlnlfication liy_TcnanL Tenant shall protect, defend, indemnify and hold Landlord, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses, and expenses (including reasonable attorneys' fees and expenses at the trial and appellate levels actually incurred, without regard to statutory interpretation) to the extent (a) arising out of or relating to any act, omission, negligence, or willful misconduct of Tenant or Tenant's agents, employees, contractors, customers or invitees in or about the Leased Premises, the Building or the Common Areas, (b) arising out of or relating to any of Tenant's Property, in each case except to the extent of personal injury (but not property loss or damage) caused by the gross negligence or willful misconduct of Landlord, its agents, employees or contractors. Nothing contained in this Section 8.2 shall limit (or be deemed to limit) the waivers contained in Section 8.6 below. In the event of any conflict between the provisions of Section 8.6 below and this Section 8. , the provisions of a ec.ITtion 8,0 shall prevail. This Section 8.2 shall survive the expiration or earlier termination of this Lease. Section 83 Indealmnilication b y Landlord. Landlord shall protect, defend, indemnify and hold Tenant, its agents, employees and contractors harmless from and against any and all claims, damages, demands, penalties, costs, liabilities, losses and expenses (including reasonable attorneys' fees and expenses at the trial and appellate levels actually incurred without regard to statutory interpretation) to the extent arising out of or relating to the gross negligence or willful misconduct of Landlord or Landlord's agents, employees, contractors or invitees. Nothing contained in this Section 83 shall limit (or be deemed to limit) the waivers contained in Section 8_6 below. In the event of any conflict between the provisions of Section 8.6 below and this Section ° i �, the provisions of Section 8.6 shall prevail. This Section 8. shall survive the "�cc.t1�°1It 8_.� expiration or earlier termination of this Lease. Section 8.4 Tenant's Insurance. LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE 8 DocuSign Envelope ID: Y1383184-62B8-4211-I306A-AD20CB7020F8 (a) During the Lease Term (and any period of early entry or occupancy or holding over by Tenant, if applicable), Tenant shall maintain the following types of insurance, in the amounts specified below: (1) L abilit lam asuraticg. The parties acknowledge that Tenant is self -insured for general liability risk; additionally, notwithstanding anything in this Lease to the contrary, Tenant does not waive any governmental immunity or liability limitations available to it under Indiana law. (ii) 1'io e„ice Instirance. Special Form Insurance (which insurance shall not exclude flood or earthquake coverage) in the amount of the full replacement cost of Tenant's Property and betterments (including alterations or additions performed by Tenant pursuant hereto, but excluding those improvements, if any, made pursuant to Section �2.2 above), which insurance shall not contain coinsurance limitations. (111) Worker's Conipeiisation Insurana e. Worker's Compensation insurance in amounts required by applicable law. (b) All insurance required by Tenant hereunder shall be issued by one or more insurance companies reasonably acceptable to Landlord, licensed to do business in the State in which the Leased Premises is located and having an AM Best's rating of A IX or better. On or before the Commencement Date (or the date of any earlier entry or occupancy by Tenant), and thereafter, within a reasonable time prior to the expiration of each such policy, Tenant shall furnish Landlord with certificates of insurance in the form of ACORD 28 (or other form reasonably acceptable to Landlord), evidencing all required coverages. If Tenant fails to carry such insurance and furnish Landlord with such certificates of insurance, then, after due inquiry, Landlord may obtain such insurance on Tenant's behalf and Tenant shall reimburse Landlord upon demand for the cost thereof as additional rent. S.ection...8....5 Landlord's Inswance. During the Lease Term Landlord shall maintain the following types of insurance, in the amounts specified below (the cost of which shall be included in Operating Expenses): (a) I rabifi.l r.all ttr,iml�ml qe. Commercial General Liability Insurance (which insurance shall not exclude blanket, contractual liability, broad form property damage, personal injury, or fire damage coverage) covering the Common Areas against claims for bodily injury or death and property damage, which insurance shall provide coverage on an occurrence basis with a per occurrence limit of not less than $2,000,000 for each policy year, which limit maybe satisfied by any combination of primary and excess or umbrella per occurrence policies. (b) 1'rop [.Yt It1 alanc Special Form Insurance (which insurance shall not exclude flood or earthquake) in the amount of the full replacement cost of the Building, including, without limitation, any improvements, if any, made pursuant to Scetion 2.2 above, but excluding Tenant's Property and any other items required to be insured by Tenant pursuant to Section 8.4 above. LEASE AGREEMENT— CITY OF Sou-ni BEND AT IGNITION PARK PAGE 9 DocuSign Envelope ID: 3F1383184-I32138-4211-B06A-AD20Cl37020F8 Section 8.6 Waiver of Su goli n, Notwithstanding anything contained in this Lease to the contrary, Landlord and Tenant hereby waive any rights each may have against the other on account of any loss of or damage to their- respective property, the Leased Premises, its contents, or other portions of the Building or Common Areas to the extent that any such loss or damage is covered by insurance required to be maintained under Sections, 8.4 and 8.5 above. The special form coverage insurance policies maintained by Landlord and Tenant as provided in this Lease shall include an endorsement containing an express waiver of any rights of subrogation by the insurance company against Landlord and Tenant, as applicable. ARTICLE 9 CASUALTY In the event of total or partial destruction of the Building or the Leased Premises by fire or other casualty, Landlord agrees promptly to restore and repair same; provided, however, Landlord's obligation hereunder with respect to the Leased Premises shall be limited to the reconstruction of such of the leasehold improvements as were originally required to be made by Landlord pursuant to ccti"on 2' , above, if any. Rent shall proportionately abate during the time that the Leased Premises or part thereof are unusable because of any such damage; provided, however, the Lease Term shall be extended by the period of such abatement. Notwithstanding the foregoing, if the Leased Premises are (a) so destroyed that they cannot be repaired or rebuilt within two hundred ten (210) days after the casualty date; or (b) destroyed by a casualty that is not covered by the insurance required hereunder or, if covered, such insurance proceeds are not released by any mortgagee entitled thereto or are insufficient to rebuild the Building and the Leased Premises; then, in case of a clause (a) casualty, either Landlord or Tenant may, or, in the case of a clause (b) casualty, then Landlord may, upon thirty (30) days' written notice to the other party, terminate this Lease with respect to matters thereafter accruing. Tenant waives any right under applicable laws inconsistent with the terms of this paragraph. ARTICLE 10 EMINENT DOMAIN If all or any substantial part of the Building or Common Areas shall be acquired by the exercise of eminent domain, Landlord may terminate this Lease by giving written notice to Tenant on or before the date possession thereof is so taken. If all or any part of the Leased Premises shall be acquired by the exercise of eminent domain so that the Leased Premises shall become impractical for Tenant to use for the Permitted Use, Tenant may terminate this Lease by giving written notice to Landlord as of the date possession thereof is so taken. All damages awarded shall belong to Landlord; provided, however, that Tenant may claim dislocation damages if such amount is not subtracted from Landlord's award. ARTICLE 11 ASSIGNMENT AND SUBLEASE Section l l .1 A signin nt and Sublease, (a) Tenant shall not assign this Lease or sublet the Leased Premises in whole or in part without Landlord's prior written consent, which consent shall not be unreasonably withheld. LEASE AGREEMENT— CITY OF SOUTH BEND AT IGNITION PARK PAGE 10 DocuSign Envelope ID: 3FB83184-B2B8-4211-B06A-AD20CB702OF8 Notwithstanding the foregoing, no Landlord consent shall be required in order for Tenant to sublease any portion of the Leased Premises to any entity under common control with Tenant. In the event of any permitted assignment or subletting, Tenant shall remain primarily liable hereunder, and any extension or other options granted to Tenant under this Lease shall be rendered void and of no further force or effect. The acceptance of rent from any other person shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to the assignment of this Lease or the subletting of the Leased Premises. Any assignment or sublease consented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord's consent to any subsequent assignment or sublease. Notwithstanding the foregoing or anything herein to the contrary, Tenant shall not need Landlord's consent to allow invitees to use the Leased Premises on a long-term basis. (b) By way of example and not limitation, Landlord shall be deemed to have reasonably withheld consent to a proposed assignment or sublease if in Landlord's opinion (i) the Leased Premises are or may be in any way adversely affected; (ii) the business reputation of the proposed assignee or subtenant is unacceptable; (iii) the financial worth of the proposed assignee or subtenant is insufficient to meet the obligations hereunder; or (iv) the prospective assignee or subtenant is a current tenant of Landlord or is a bona -fide third -party prospective tenant. Landlord further expressly reserves the right to refuse to give its consent to any subletting if the proposed rent is publicly advertised to be less than the then current rent for similar premises in the Building. (c) If Tenant shall make any assignment or sublease, with Landlord's consent, for a rental in excess of the rent payable under this Lease, Tenant shall pay to Landlord fifty percent (50%) of any such excess rental upon receipt. Section 11.2 Permitted Transfer. Notwithstanding anything to the contrary contained in Section 11.1 above, Tenant shall have the right, without Landlord's consent, but upon ten (10) days prior notice to Landlord, to (a) sublet all or part of the Leased Premises to any related corporation or other entity which controls Tenant, is controlled by Tenant or is under common control with Tenant; (b) assign all or any part of this Lease to any related corporation or other entity which controls Tenant, is controlled by Tenant, or is under common control with Tenant, or to a successor entity into which or with which Tenant is merged or consolidated or which acquires substantially all of Tenant's assets or property. Any such transfer shall not relieve Tenant of its obligations under this Lease. Nothing in this paragraph is intended to nor shall permit Tenant to transfer its interest under this Lease as part of a fraud or subterfuge to intentionally avoid its obligations under this Lease (for example, transferring its interest to a shell corporation that subsequently files a bankruptcy), and any such transfer shall constitute a Default hereunder. Any change in control of Tenant resulting from a merger, consolidation, or a transfer of partnership or membership interests, a stock transfer, or any sale of substantially all of the assets of Tenant that do not meet the requirements of this Section 11.2 shall be deemed an assignment or transfer that requires Landlord's prior written consent pursuant to Section 11.1 above. LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITTON PARK PACE 11 DocuSign Envelope ID: 3FB83184-B2B8-421 1 -B06A-AD20CB7020F8 ARTICLE 12 TRANSFERS BY LANDLORD Section 12.1 Sale of the. Buildin 1. Landlord shall have the right to sell the Building at any time during the Lease Term, subject only to the rights of Tenant hereunder; and such sale shall operate to release Landlord from liability hereunder after the date of such conveyance. Section 12,m 1 to111cl Ccrtificat , Within ten (10) business days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost to Landlord, an estoppel certificate in such form as Landlord may reasonably request certifying (a) that this Lease is in full force and effect and unmodified or stating the nature of any modification, (b) the date to which rent has been paid, (c) that there are not, to Tenant's knowledge, any uncured defaults or specifying such defaults if any are claimed, and (d) any other matters or state of facts reasonably required respecting the Lease. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Section 12.3 Subordination. Landlord shall have the right to subordinate this Lease to any mortgage, deed to secure debt, deed of trust or other instrument in the nature thereof, and any amendments or modifications thereto (collectively, a "Mortgage") presently existing or hereafter encumbering the Building by so declaring in such Mortgage. Within ten (10) business days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument that Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease. Notwithstanding the foregoing, if the holder of the Mortgage shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant is not in Default. ARTICLE 13 DEFAULT AND REMEDY Section 13.1 Default. The occurrence of any of the following shall be a "Default": (a) Tenant fails to pay the Base Rent when the same is due, and after Landlord's written notice to Tenant and forty-five (45) days to cure the failure. (b) Tenant fails to perform or observe any other term, condition, covenant or obligation required under this Lease for a period of thirty (30) days after written notice thereof from Landlord; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required to cure, then such default shall be deemed to have been cured if Tenant commences such performance within said thirty (30) day period and thereafter diligently completes the required action within a reasonable time. (c) Tenant shall vacate or abandon the Leased Premises or fail to occupy the Leased Premises or any substantial portion thereof for a period of thirty (30) days. (d) Tenant shall assign or sublet all or aportion of the Leased Premises in contravention of the provisions of article l 1 of this Lease. LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE 12 DocuSign Envelope ID: 3FB83184-B2B8-4211-B06A-AD20CB7020F8 (e) All or substantially all of Tenant's assets in the Leased Premises or Tenant's interest in this Lease are attached or levied under execution (and Tenant does not discharge the same within sixty (60) days thereafter); a petition in bankruptcy, insolvency or for reorganization or arrangement is filed by or against Tenant (and Tenant fails to secure a stay or discharge thereof within sixty (60) days thereafter); Tenant is insolvent and unable to pay its debts as they become due; Tenant makes a general assignment for the benefit of creditors; Tenant takes the benefit of any insolvency action or law; the appointment of a receiver or trustee in bankruptcy for Tenant or its assets if such receivership has not been vacated or set aside within thirty (30) days thereafter; or, dissolution or other termination of Tenant's corporate charter if Tenant is a corporation. Section 13.2 Remedies, Upon the occurrence of any Default, Landlord shall have the following rights and remedies, in addition to those allowed by law or in equity, any one or more of which may be exercised without further notice to Tenant: (a) Terminate this Lease by giving Tenant notice of termination, in which event this Lease shall expire and terminate on the date specified in such notice of termination and all rights of Tenant under this Lease and in and to the Leased Premises shall terminate. Tenant shall remain liable for all obligations under this Lease arising up to the date of such termination, and Tenant shall surrender the Leased Premises to Landlord on the date specified in such notice. Furthermore, Tenant shall be liable to Landlord for the unamortized balance of any Tenant improvement allowance and brokerage fees paid in connection with this Lease. (b) Without terminating this Lease, and with or without notice to Tenant, re-enter the Leased Premises and cure any default of Tenant, and Tenant shall reimburse Landlord as additional rent for any costs and expenses which Landlord thereby incurs; and Landlord shall not be liable to Tenant for any loss or damage which Tenant may sustain by reason of Landlord's action. (c) Terminate this Lease as provided in subparagraph (a) above and recover from Tenant all damages Landlord may incur by reason of Tenant's default, including, without limitation, an amount which, at the date of such termination is equal to the sum of the following: (i) the value of the excess, if any, discounted at the Prime Rate, of (A) the Base Rent, additional rent and all other sums that would have been payable hereunder by Tenant for the period for the remainder of the Lease Term had this Lease not been terminated (said period being referred to herein as the "Remaining Term"), less (B) the aggregate reasonable rental value of the Leased Premises for the Remaining Term, as determined by a real estate broker licensed in the State of Indiana who has at least ten (10) years of experience; (ii) the costs of recovering possession of the Leased Premises and all other expenses incurred by Landlord due to Tenant's Default, including, without limitation, reasonable attorney's fees actually incurred, without regard to statutory interpretation, and the cost necessary to prepare the Leased Premises for re -letting (all costs and expenses set forth in this clause (ii) being referred to herein, collectively, as the "Default Damages"); and (iii) the unpaid Base Rent and any additional rent that accrued prior to the date of termination, plus any interest and late fees due hereunder and any other sums of money and damages owing on the date of termination by Tenant to Landlord under this Lease or in connection with the Leased Premises (all amounts set forth in this clause (iii) being referred to herein, collectively, as the "Prior Obligations"). The amount as calculated above shall be deemed immediately due and payable. Landlord and Tenant acknowledge and agree that the payment of LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE 13 DocuSign Envelope ID: 3FI383184-13268-4211-l306A-AD20Cl37020F8 the amount set forth in clause (1) above shall not be deemed a penalty, but shall merely constitute payment of liquidated damages, it being understood that actual damages to Landlord are extremely difficult, if not impossible, to ascertain. Tenant expressly acknowledges and agrees that the liabilities and remedies specified in this subparagraph (c) shall survive the termination of this Lease. (d) Sue to recover damages for any loss resulting from the Default. Section 13.3 lReserved.j Section 13.4 Nonwaiver of Defaults. Neither party's failure or delay in exercising any of its rights or remedies or other provisions of this Lease shall constitute a waiver thereof or affect its right thereafter to exercise or enforce such right or remedy or other provision. No waiver of any default shall be deemed to be a waiver of any other default. Landlord's receipt of less than the full rent due shall not be construed to be other than a payment on account of rent then due, nor shall any statement on Tenant's check or any letter accompanying Tenant's check be deemed an accord and satisfaction. No act or omission by Landlord or its employees or agents during the Lease Term shall be deemed an acceptance of a surrender of the Leased Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord. Scction 13,5 Atto llc ' l;, c .. If either party defaults in the performance or observance of any of the terms, conditions, covenants or obligations contained in this Lease and the non - defaulting party obtains a judgment against the defaulting party, then the defaulting party agrees to reimburse the non -defaulting party for reasonable attorneys' fees actually incurred in connection therewith, without regard to statutory interpretation. In addition, if a monetary Default shall occur and Landlord engages outside counsel to exercise its remedies hereunder, and then Tenant cures such monetary Default, Tenant shall pay to Landlord, on demand, all expenses incurred by Landlord as a result thereof, including reasonable attorneys' fees, court costs and expenses actually incurred, without regard to statutory interpretation. ARTICLE 14 TENANT'S RESPONSIBILITY REGARDING ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES Section 14.1 Environmental Definitions. (a) "Environmental Laws" shall mean all present or future federal, state and municipal laws, ordinances, rules and regulations applicable to the environmental and ecological condition of the Leased Premises, and the rules and regulations of the Federal Environmental Protection Agency and any other federal, state or municipal agency or governmental board or entity having jurisdiction over the Leased Premises. (b) "Hazardous Substances" shall mean those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances" "solid waste" or "infectious waste" under Environmental Laws and petroleum products. LEASE AGREEMENT — C iTy OF SOUTE BEND AT IGNITION PARK PAGE 14 DocuSign Envelope ID: Y1383164-B2BB-4211-BO6A-AD20CB7020F8 Section 14.2 Restrictions on Tenant., Tenant shall not cause or permit the use, generation, release, manufacture, refining, production, processing, storage or disposal of any Hazardous Substances on or about the Leased Premises, except as necessary and appropriate for its Permitted Use in which case the use, storage or disposal of such Hazardous Substances shall be performed in compliance with the Environmental Laws and the highest standards prevailing in the industry. `section 14.3 Notices, Affidavits, Etc, Tenant shall immediately notify Landlord of (1) any violation by Tenant, its employees, agents, representatives, customers, invitees or contractors of any Environmental Laws on, under or about the Leased Premises occurring after the Commencement Date, or (11) the presence or suspected presence of any Hazardous Substances on, under or about the Leased Premise occurring after the Commencement Date. Section 14.4 Tenant's Indemnification. Tenant shall indemnify Landlord and Landlord's managing agent from any and all claims, losses, liabilities, costs, expenses and damages, including attorneys' fees, costs of testing and remediation costs, incurred by Landlord in connection with any breach by Tenant of its obligations under this Ai tie] c "11 . The covenants and obligations under this Article 14 shall survive the expiration or earlier termination of this Lease. Section 14.514.5--xisting Cotiditio ns. Notwithstanding anything contained in this Article 14 to the contrary, Tenant shall not have any liability to Landlord under this Am1- mcl.e. lm ' resulting from any conditions existing, or events occurring, or any Hazardous Substances existing or generated, at, in, on, under or in connection with the Leased Premises prior to the Commencement Date (or any earlier occupancy of the Leased Premises by Tenant) except to the extent Tenant directly exacerbates the same through its tenancy. ARTICLE 15 MISCELLANEOUS Section 15.1 Benefit of Landlord and Tenant. This Lease shall inure to the benefit of and binding upon Landlo rd and Tenant and their respective successors and assigns. - Section 15.2 Governing Law. This Lease shall be governed in accordance with the laws of the State of Indiana. Section 15.3 Force Maicu e, Landlord and Tenant (except with respect to the payment of any monetary obligation) shall be excused for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond its control, including but not limited to work stoppages, boycotts, slowdowns or strikes; shortages of materials, equipment, labor or energy; unusual weather conditions; or acts or omissions of governmental or political bodies. Section5, Exam. n,at on mmof...Lemase.,, Submission of this instrument by Landlord to Tenant for examination or signature does not constitute an offer by Landlord to lease the Leased Premises. This Lease shall become effective, if at all, only upon the execution by and delivery to both Landlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes an offer to lease the Leased Premises on the terms contained herein. LEASE AGREEMENT— CITY of Sow'H BEND AT IGNITION PARK PAGE 15 DocuSign Envelope ID: 3F683184-132138-4211-B06A-AD20CB7020F8 Section 15.5 Indemnification for Leasing. 7oanimissions. The parties hereby represent and warrant that there was no real estate broker, other than Broker, involved in the negotiation and execution of this Lease and that no party, other than Broker, is entitled, as a result of the actions of the respective party, to a commission or other fee resulting from the execution of this Lease. Each party shall indemnify the other from any and all liability for the breach of this representation and warranty on its part and shall pay any compensation to any other broker or person who may be entitled thereto, other than Broker. Sectiog,, 15.6 Notijq -L Any notice required or permitted to be given under this Lease or by law shall be deemed to have been given if it is written and delivered in person or by overnight courier or mailed by certified mail, postage prepaid, to the party who is to receive such notice at the address specified in Section 1,0 (lr ). If sent by overnight courier, the notice shall be deemed to have been given one (1) business day after sending. If mailed, the notice shall be deemed to have been given on the date that is three (3) business days following mailing. Either party may change its address by giving written notice thereof to the other party. Section 15,E Partial lt1vrtl; (;`pLnitrnent. If any provision of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions shall remain in full force and effect. This Lease represents the entire agreement between Landlord and Tenant covering everything agreed upon or understood in this transaction. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind as conditions or inducements to the execution hereof or in effect between the parties. This Lease shall not be construed with resort to any presumption against the preparer or maker hereof. No change or addition shall be made to this Lease except by a written instrument executed by the party against whom enforcement is sought. ecl.Iwop 15,8 tRcscryed.j Section 15.9 Re eseiitations and Warranties. (a) Tenant hereby represents and warrants that (1) Tenant is an Indiana municipal corporation; (ii) Tenant is authorized to enter into this Lease; and (iii) the individuals executing and delivering this Lease on behalf of Tenant have been properly authorized to do so, and such execution and delivery shall bind Tenant to its terms. (b) Landlord hereby represents and warrants that (1) Landlord is duly organized, validly existing and in good standing (if applicable) in accordance with the laws of the State under which it was organized; (ii) Landlord is authorized to do business in the State where the Building is located; and (iii) the individual(s) executing and delivering this Lease on behalf of Landlord has been properly authorized to do so, and such execution and delivery shall bind Landlord to its terms. Landlord represents and warrants to Tenant, as of the Delivery Date, the Building shall be free of Hazardous Materials and be in compliance with all laws, including Environmental Laws (as defined below) and requirements under the American with Disabilities Act (ADA). Section 15.10 Lig_n, Landlord, at its cost and expense, shall provide Tenant with Building standard signage on the main Building directory and at the entrance to the Leased Premises. Any changes requested by Tenant to the initial directory or suite signage shall be made LEASE AGREEMENT — CITY OF SOUTIi BEND AT IGNITION PARK PAGE 16 DocuSign Envelope ID: 3FB83184-B2B8-4211-B06A-AD20CB7020F8 at Tenant's sole cost and expense and shall be subject to Landlord's approval. Landlord may install such other signs, advertisements, notices or tenant identification information on the Building directory, tenant access doors or other areas of the Building, as it shall deem necessary or proper. In the event Tenant desires additional exterior signage on the Building, Landlord and Tenant agree to work together in good faith to find a suitable location for such; Tenant shall not place any exterior signs on the Leased Premises or interior signs visible from the exterior of the Leased Premises without the prior written consent of Landlord. Section 15.11 Consent. Where the consent of a party to this Lease is required, such consent will not be unreasonably withheld unless otherwise indicated. Section 15.12 Time. Time is of the essence of each term and provision of this Lease. Section 15.13 Patriot Act. Each of Landlord and Tenant, each as to itself, hereby represents its compliance with all applicable anti -money laundering laws, including, without limitation, the USA Patriot Act, and the laws administered by the United States Treasury Department's Office of Foreign Assets Control, including, without limitation, Executive Order 13224 ("Executive Order"). Each of Landlord and Tenant further represents (a) that it is not, and it is not owned or controlled directly or indirectly by any person or entity, on the SDN List published by the United States Treasury Department's Office of Foreign Assets Control and (b) that it is not a person otherwise identified by government or legal authority as a person with whom a U.S. Person is prohibited from transacting business. As of the date hereof, a list of such designations and the text of the Executive Order are published under the website address www.ustreas.gov/offices/enforcement/ofac. Section 15.14 Confidentiality-, Tenant and Landlord agree that the terms and conditions of this Lease shall remain confidential. Neither Tenant nor Landlord shall distribute this Lease or any partthereof or reveal any of the terms of this Lease to parties other than their legal and financial advisors, employees and agents (or to prospective or existing lenders or prospective purchasers), or as may be otherwise required by law or to enforce the terms of this Lease. For the purpose of clarity, the Parties acknowledge that Tenant is a municipal corporation legally bound to comply with Indiana's Access to Public Records Act and Open Door Law. Section 15,15 Attorne Fees. In the event of any legal action or other proceeding between the parties regarding this Lease (an "Action"), the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys' fees, court costs and litigation expenses, as determined by the court. The term "prevailing party" as used herein includes, without limitation, a party: (i) who agrees to dismiss an Action on the other party's performance of the covenants allegedly breached, (ii) who obtains substantially the relief it has sought (which includes, without limitation, a party who has an Action voluntarily dismissed against it); or (Ili) against whom an Action is dismissed (with or without prejudice) and cannot be refiled. In addition, the prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under this Section, to the payment by the losing party of the prevailing party's reasonable attorneys' fees, court costs and litigation expenses incurred in connection with: (y) any appellate review of the judgment rendered in such Action or of any other ruling in such Action; and (z) any proceeding to enforce a judgment in such Action. It is the intent of the parties that the provisions of this LEASE AGREEMENT— CITY of SOUTH BEND AT 1GNiTION PARK PAGE 17 DocuSign Envelope ID: 3F1383184-B2138-4211-B06A-AD20CB7020F8 Section be distinct and severable from the other rights of the parties under this Agreement shall survive the entry of judgment in any Action and shall not be merged into such judgment. Section 15.16 LANDLORD AND TENANT WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE LANDLORD -TENANT RELATIONSHIP, TENANT'S USE OR OCCUPANCY OF THE PREMISES OR ANY CLAIM OF INJURY OR DAMAGE. TENANT CONSENTS TO SERVICE OF PROCESS AND ANY PLEADING RELATING TO ANY SUCH ACTION AT THE PREMISES; PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING SUCH SERVICE AT THE PREMISES. LANDLORD AND TENANT WAIVE ANY OBJECTION TO AND HEREBY AGREE TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY COURT SITUATED IN THE COUNTY IN WHICH THE PROPERTY IS LOCATED AND WAIVE ANY RIGHT UNDER THE DOCTRINE OF FORUM NON CONVENIENS OR OTHERWISE, TO TRANSFER ANY SUCH ACTION FILED IN ANY SUCH COURT TO ANY OTHER COURT. , Section 15,17 The Parties shall comply with all applicable laws and regulations in their hiring and employment practices and policies for any activity covered by this Lease. Additionally, the Parties shall comply with all federal, state, and municipal laws, regulations, and standards applicable to its activities pursuant to this Lease including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non-discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5- 1.7 (requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions is incorporated herein as if set forth in full, and the Parties certify that they are in compliance with each such provision and shall remain in compliance through the term of this Lease. Section 15.18 This Lease and the Exhibits attached hereto, if any, are intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof, all negotiations, considerations and representations between parties having been incorporated herein. No representations, undertakings or agreements have been made or relied upon in the making of this Lease other than those specifically set forth herein. This Lease can only be modified in writing executed by the both parties. [Signature Page Follows] DocuSign Envelope ID: 3FB83184-B2B8-421 1 -B06A-AD20CB702OF8 IN WITNESS WHEREOF, Landlord and Tenant have duly executed this instrument the day and year above first written. LANDLORD: CATALYST TWO, LLC By: Great Lakes Capital Management, LLC, its manager � N wn � By:...._.. .... ........_............... Printed: Bradley 3. Toothaker ........ ......................... .......... Manager ager TENANT: CITY OF SOUTH BEND, INDIANA BY AND THROUGH ITS BOARD OF PUBLIC WORKS FOR THE BENEFIT OF ITS DEPARTMENT OF INNOVATION & TECHNOLOGY ... ... A=:..4A Gary A. Gilot, President Therese Dora(, Member Suzanna Fritzberg, Member Eli ab i...Mai�adlk, i n lae. L4Cj,10,) ATTEST: �r l.6i a Martin, Clerk LEASE AGREEMENT —CITY OF SOUTH BEND AT IGNITION PARK PACE 19 DocuSign Envelope ID: 3F1383184-132138-421 1 -1306A-AD20C137020F8 Attachrrient(s): Ex.hibii ion Exhibit A Site Plan and Legal Description of Property Exhibit B Space Plan of Premises Exhibit C Tenant Improvements — Plans and Specifications Exhibit D Commencement Certificate Exhibit E Rules & Regulations LEASE AGREEMENT - CITY OF SOUTii BEND AT IGNITION PARK PAGE 20 DocuSign Envelope ID: 3F1383184-132138-421 1 -l306A-AD20Cl37020F8 EXHIBIT A SITE PLAN AND LEGAL DESCRIPTION --------------------- - -------------------- -- ----------------------- - LOT NUMBERED SEVEN (7) IN THE REOCRDED PLAT OF IGNITION PARK MAJOR SUBDIVISION, SECTION TWO, RECORDED JULY 1, 2014 AS INSTRUMENT NUMBER 1415380 IN THE OFFICE OF THE RECORDER OF ST. JOSEPH COUNTY, INDIANA. [SITE PLA'N'-- ATTACHED] LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE 21 DocuSign Envelope ID: 3FB83184-B2B8-4211-BO6A-AD20CB7020F8 EXHIBIT B SPACE PLAN OF PREMISES To be inserted LEASE AGREEMENT- CITY OF Sou-iii BEND AT IGNITION PARK PAGE22 DocuSign Envelope ID: 3FB83184-B2B8-4211-B06A-AD20CB7020F8 EXHIBIT C TENANT 1MPROV1;Iy1ENT - PLANS AND PC CIIJ(1,I.ATION 1. 'Tenant's s Obligations. Tenant agrees to use all good faith and commercially reasonable efforts to (a) construct and install the Tenant Improvements in accordance with this Exhibit C and (b) provide Landlord with routine updates on its construction and other schedule in anticipation of the completion date. Tenant's construction obligations hereunder are "Tenant's Work." 2. Construction Drawinas._As soon as reasonably practicable following execution of this Lease, Landlord shall deliver to Tenant a drawing of the Leased Premises. Within thirty (30) days thereafter, Tenant will submit to Landlord two (2) sets of plans and specifications for all of Tenant's Work to be done within or around the Leased Premises ("Tenant's Plans"). As soon as reasonably practicable thereafter, Landlord shall notify Tenant of any failure of Tenant's Plans to conform to this Lease or otherwise meet Landlord's approval. Tenant shall within fifteen (15) days after receipt of any such notice cause Tenant's Plans to be revised to the extent necessary to obtain Landlord's approval. When Landlord has approved the original or revised version of Tenant's Plans, Landlord shall sign off on such and return one (1) set of approved Tenant's Pans to Tenant. Tenant shall not commence any of Tenant's Work until Landlord has approved Tenant's Plans. Landlord's review and approval of Tenant's Plans shall not be deemed to be an assumption of responsibility by Landlord for the accuracy, sufficiency, or propriety of Tenant's Plans, pursuant to applicable laws, rules, ordinances, or regulations. If, after approval, the approved Tenant's Plans must be changed as a result of conditions placed on Tenant as a prerequisite to obtaining a permit, Tenant shall submit such changes to Landlord for approval and Tenant shall not proceed further with the affected portions of Tenant's Work until Landlord has approved the changes. 3. Miscellaneous. Prior to performing Tenant's Work, Tenant (or its contractor) shall: a) obtain all permits, licenses, and approvals required for Tenant (or its contractor) to perform Tenant's Work and deliver copies of such to Landlord and b) deliver to Landlord evidence reasonably satisfactory to Landlord that Tenant (or its contractor) has procured worker's compensation, builder's risk, general liability, and personal and property damage insurance as Landlord may reasonably require. Tenant (or its contractor) shall cause Tenant's Work to be performed: a) in accordance with the approved Tenant's Plans and all permits, licenses, and approvals, and b) in good and workmanlike manner and in compliance with all applicable laws, statutes, codes, ordinances, or other applicable governmental rules, regulations, guidelines, orders, and decrees. Tenant shall ensure that all contractors, subcontractors, laborers, and suppliers performing work at or supplying materials to the Leased Premises or the Building as part of Tenant's Work are fully paid. LEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE 23 DocuSign Envelope ID: 3FB83184-B2B8-421 1 -B06A-AD20CB7020F8 EXHIBIT D COMMENCEMENT CERTIFICATE THIS COMMENCEMENT CERTIFICATE (this "Certificate") is made this day of 1201_, by and between CATALYST TWO, LLC, an Indiana limited liability company having a principal address of 112 West Jefferson Boulevard, Suite 200, South Bend, Indiana 46601 ("Landlord") and having a principal address of ("Tenant"), Landlord and Tenant are parties to that certain Lease Agreement dated 201_, related to the development and lease by Landlord to Tenant of certain leased premises containing approximately _ _._ square feet (the "Premises") for Tenant's use (the "Lease"). Pursuant the Lease, Landlord and Tenant agree as follows: 1. Landlord delivered the Premises to Tenant in a form of Substantial Completion (as defined in the Lease) on , 201_ (the "Delivery Date"), and Tenant now occupies the Premises. 2. The Original Term of the Lease commenced/will commence on , 201 _ (the " 20subject to T Commencement Date )and expires on �................................................................... enant's right to renew said Lease as specifically provided in such Lease. Tenant is obligated to pay Rent and Additional Rent as required under the Lease. 3. The Lease is in full force and effect and has not been assigned, modified, supplement or amended in any way, except as follows: 4. The Lease represents the entire agreement between the parties as to said leasing. 5. All conditions of the Lease to be performed by Landlord and necessary to the enforceability of the Lease have been fully satisfied, except for punchlist items (if any) attached hereto. 6. There are no defaults by either Landlord or Tenant under the Lease. 7. On the date hereof, there are no existing defenses or offsets which the Tenant has against the enforcement of the Lease by Landlord. LEASE AGREEMENT— CITY OF SOUTH BEND AT IGNITION PARK IMAGE 24 DocuSign Envelope ID: 3FB83184-62B8-4211-B06A-AD20Cl37020F8 IN WITNESS WHEREOF, the parties hereto have duly executed -this Commencement Certificate effective on the date first above written. LANDLORD: CATALYST TWO, LLC By: Great Lakes Capital Management, LLC, its manager By: .. Printed: Its: Q4.. ....... ........._� lts: -)" C2". LEASE AGREEMENT -- CITY OF otjiu BEND AT IGNITION PARK PAGE 25 DocuSign Envelope ID: 3FB83184-B2BB-4211-B06A-AD20Cl37020F8 similar items for tenants and their employees. No tenant shall cause or permit any unusual or objectionable odors to be produced in or permeate from the Leased Premises. 8. The Leased Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the permitted use of the Leased Premises. 9. No tenant shall make, or permit to be made any unseemly, excessive or disturbing noises or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them, whether by the use of any musical instrument, radio, phonograph, unusual noise, or in any other way. No tenant shall throw anything out of doors, windows or down the passageways. 10. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor shall any changes be made to existing locks or the mechanism thereof except with the prior consent of Landlord. 11. Landlord shall have the right to prohibit any advertising by any tenant that, in Landlord's opinion tends to impair the reputation of the Building or its desirability as an office location, and upon written notice from Landlord any tenant shall refrain from or discontinue such advertising. 12. No tenant shall purchase janitorial or maintenance or other like services for the Leased Premises, from any person or persons not approved by Landlord. Any persons employed by any tenant to do janitorial work or other work in the Leased Premises shall, while in the Building and outside of the Leased Premises, be subject to and under the control and direction of Landlord (but not as an agent or servant of Landlord), and tenant shall be responsible for all acts of such persons. 13. Canvassing, soliciting and peddling in the Building are prohibited, and each tenant shall report and otherwise cooperate to prevent the same. 14. All office equipment of any electrical or mechanical nature shall be placed by tenant in the Leased Premises in settings that will, to the maximum extent possible, absorb or prevent any vibration, noise and annoyance. 15. No air-conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord. 16. The Building is a smoke -free Building. 17. The Landlord reserves the right to make such other and further rules and regulations as in its judgment may from time to time be necessary for the safety, care and cleanliness of the Building and Common Areas, and for the preservation of good order therein, upon at least thirty (30) days prior written notice to the tenant, except in the case of an emergency, in which case such rules and regulations may be immediately implemented. LEASE AGREEMENT —CITY OF SOUTH BEND AT IGNITION PARK PAGE 27 DocuSign Envelope ID: 3F1383184-132BB-4211-B06A-AD20CB7020F8 EXHIBIT E RULES & REGULATIONS 1. The sidewalks, entrances, passages, courts, vestibules, stairways, corridors or halls shall not be obstructed or used for any purpose other than ingress and egress. Landlord shall control the Common Areas. 2. No awnings or other projections shall be attached to the outside walls of the Building. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Leased Premises other than Landlord standard window coverings without Landlord's prior written approval. All electric ceiling fixtures hung in offices or spaces along the perimeter of the Building must be fluorescent, of a quality, type, design and tube color approved by Landlord. Neither the interior nor the exterior of any windows shall be coated or otherwise sunscreened without written consent of Landlord. 3. No sign, advertisement, notice or handbill shall be exhibited, distributed, painted or affixed by any tenant on, about or from any part of the Leased Premises, the Building or in the Common Areas including the parking area without the prior written consent of Landlord. In the event of the violation of the foregoing by any tenant, Landlord may remove or stop same without any liability, and may charge the expense incurred in such removal or stopping to tenant. The lobby directory will be provided exclusively for the display of the name and location of tenants only, and Landlord reserves the right to exclude any other names therefrom. Nothing may be placed on the exterior of corridor walls or corridor doors other than Landlord's standard lettering. 4. The sashes, sash doors, windows, and doors that reflect or admit light and air into halls, passageways or other public places in the Building shall not be covered or obstructed by tenant. 5. The sinks and toilets and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags, or other substances shall be thrown therein. All damages resulting from any misuse of the fixtures shall be borne by the tenant who, or whose subtenants, assignees or any of their servants, employees, agents, visitors or licensees shall have caused the same. 6. No tenant shall mark, paint, drill into, or in any way deface any part of the Leased Premises or the Building (except for nails for the display of artwork). No boring, cutting or stringing of wires or laying of any floor coverings shall be permitted, except with the prior written consent of the Landlord and as the Landlord may direct. Landlord shall direct electricians as to where and how telephone or data cabling are to be introduced. No boring or cutting for wires or stringing of wires will be allowed without written consent of Landlord. The location of telephones, call boxes and other office equipment affixed to the Leased Premises shall be subject to the approval of Landlord. 7. No birds or animals of any kind (except seeing eye dogs) shall be brought into or kept in or about the Leased Premises, and no cooking shall be done or permitted by any tenant on the Leased Premises, except microwave cooking, and the preparation of coffee, tea, hot chocolate and TEASE AGREEMENT — CITY OF SOUTH BEND AT IGNITION PARK PAGE 26 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name ��� �c�P�rtv�n Department C 1 BPW Date Phone Extension as w� ..... e Ired Prior to Submittal to Board Attorney Legal Name .... w g � y Controller review is required for all Contract)$5,000.00 or more Controller ❑ and greater than one year in length per the City Purchasing Policy Purchasing F-1 cnecK tnE El Agreement El Professional Services El Bid Opening 0 Quote Opening ❑ Chg Order No. El Ease./Encroach. F1 Other: Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description m T .. F a lta for Al/ Submissionsm mm ww �CotntrZ_F ❑ Proposal Addendum p ❑ El Amendment Bid Award ❑ Req. to Advertise ❑ Title Sheet E' Quote Award Il C/O & PCA No, ❑ PCA ❑ Traffic Control R Resolution El Claim Required Information es Yes, pprovedµ �� IT........ by Purchasing No ❑ MBE Completed E-Verify Form Attached El Yes ❑ WBE E] No HH 1 97'wa.. C: M1as@PV^" @ 4"1d _._......For ChanggOrders ©n� _...,. m ..:...... ....... ..... Q Amount of ❑ Increase $ ❑ Decrease $ Previous Amount $ Current Percent of Change: _ New Amount $ Total Percent of Change: Time Extension: Dispersal After Approval Coy Original