SUPPLEMENTAL ITEM STADIUM MANAGEMENT - NEW BUSINESS NO.2 - IN PERSON AND - TELECONFERENCE - 1-669-900-6833 - Webinar ID: 931 4644 4676 - Passcode: 7601 -https://zoom.us/j/93146444676?pwd=YVU5anBFak1xSFZ4emNnNW9FNExiQT09

CITY COUNCIL AGENDA REPORT A D E L A N T O G O V E R N M E N T A L C E N T E R | 1 1 6 0 0 A I R E X P R E S S W A Y | A D E L A N T O , C A L I F O R N I A 9 2 3 0 1 DATE: January 10, 2024 TO: Honorable Mayor and City Council Members FROM: Jessie Flores, City Manager SUBJECT: PROPOSED 2ND AMENDMENT TO THE EXISTING LEASE AGREEMENT FOR THE ADELANTO STADIUM & EVENT CENTER BY AND BETWEEN THE CITY OF ADELANTO AND STADIUM MANAGEMENT GROUP, LLC. STAFF RECOMMENDATION: That the City Council: 1. Review and approve the attached proposed 2nd amendment BACKGROUND: The City owns the real property identified as Adelanto Stadium & Event Center (“Stadium”) located at 1200 Stadium Way, Adelanto. On December 8, 2021, the City entered into a Lease Agreement with Stadium Management Group (“Tenant”) to allow Tenant to expand its programming and availability for the public. The changes proposed are as follows: • Extends term 2 years. • Revises the process for getting reimbursement. • Authorizes ability to reimburse separate legal entity. • States City responsible for irrigation water costs. • States City responsible for major water/sewer repairs. FISCAL IMPACT: Unknown at this time ATTACHMENTS: Attachment C – Stadium Management Group proposed Amendment to Lease Agreement by and between City of Adelanto and Stadium Management Group, LLC. Attachment B – First Amendment Attachment A– Master Lease Agreement

CITY OF ADELANTO SECOND AMENDMENT TO LEASE AGREEMENT ADELANTO STADIUM & EVENT CENTER This Second Amendment To Lease Agreement Adelanto Stadium & Event Center (“Second Amendment”) to that certain First Amendment to Lease Agreement Adelanto Stadium & Event Center dated April 13, 2022 (“First Amendment”), and Lease Agreement Adelanto Stadium & Event Center dated December 8, 2021 (“Original Lease”), is hereby made and entered into this 10th day of January, 2024, by and between the City of Adelanto, a municipal corporation (hereinafter, “Landlord”) and Stadium Management Group, LLC (hereinafter, “Tenant”) Landlord and Tenant may be referred to collectively as the “Parties.” The capitalized term “Party” may refer to either Landlord or Tenant interchangeably. The Second Amendment, First Amendment and Original Lease are collectively referred to as the “Lease” as applicable. RECITALS WHEREAS, the Parties desire to extend the term of the Lease; and WHEREAS, the Parties desire to clarify the process for reimbursement of Tenant improvements to the Stadium; and WHEREAS, the Parties desire to clarify the subject items for which the Landlord will pay the costs thereof and the subject items for which the Tenant is responsible for payment. NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: SECTION 1: Section 2.1 of the Lease is amended to read in its entirety as follows: 2.1 Term. The Lease shall terminate automatically on December 8, 2027, unless sooner terminated or extended as provided in the Lease. SECTION 2: Section 4.4 of the Lease is amended to read in its entirety as follows: 4.4 Improvements. Tenant shall not and may not undertake any improvements to the Stadium without the express written consent of Landlord which consent may be granted, denied or conditionally granted in Landlord’s sole and absolute discretion.

All persons or entities making improvements to the Stadium on Tenant's behalf must first be approved by Landlord in its sole and absolute discretion and must provide Landlord with such documentation as Landlord, in its sole and absolute discretion, may request, establishing that the person or its duly licensed and qualified to perform such improvements. For projects under $30,000, Tenant shall provide Landlord information sufficient to the Landlord to ascertain the reasonableness of the expenditure for the work performed. For projects more than $30,000, Tenant shall provide Landlord with no less than three (3) quotes justifying the proposed amount for the improvements or information that Tenant attempted to get three quotes and received no response from the requested contractor. As applicable, all work shall comply with all required public bidding requirements to be determined in the sole discretion of the City. Furthermore, all work shall comply with Prevailing Wage laws as applicable. It is understood that Tenant has merged with Adelanto Ranch Park Management, Inc. and that Adelanto Rancho Park Management, Inc. has assumed all liabilities for the combined organizations. Requests for reimbursements for approved improvements and other authorized expenditures may be paid to Adelanto Ranch Park Management, Inc. or Adelanto Ranch Park, LLC upon City receipt of documentation by which it can be reasonably determined that the work or expense was performed or incurred by such entity. SECTION 3: Section 5.1(b)(i) is amended to read in its entirety as follows: (i) Tenant, at Tenant's sole cost and expense, shall maintain the Stadium and shall undertake any and all necessary repairs. Tenant, at Tenant’s sole cost and expense shall maintain all trade fixtures utilized by Tenant in a clean, operable and sanitary condition. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord’s expense. Landlord shall be responsible for major repairs to the water or sewer infrastructure, as determined in the Landlord’s sole discretion. SECTION 4: Section 5.1(b)(iv) is amended to read in its entirety as follows: (iv) Tenant shall be solely and exclusively responsible for the payment of all electrical, water (other than irrigation), gas, telephone, internet and cable television services provided for the Stadium. Landlord shall be responsible for the cost of water that is used to irrigate the Stadium. SECTION 5: All other terms and conditions of the Lease remain in full force and effect. SECTION 6: This Second Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. (Signatures on Following Page)

CITY OF ADELANTO STADIUM MANAGEMENT GROUP, LLC By: By: ______________________ Jessie Flores, City Manager Its:_______________________ ATTEST: By: ___________________ Brenda Lopez, City Clerk APPROVED AS TO FORM: By: ___________________ Todd Litfin, City Attorney

2022 FIRST AMENDMENT TO LEASE AGREEMENT ADELANTO STADIUM & EVENT CENTER THIS FIRST AMENDMENT TO LEASE AGREEMENT ADELANTO STADIUM & EVENT CENTER (hereinafter, "First Amendment") to that certain agreement entitled "2021 Lease Agreement Adelanto Stadium & Event Center", dated December 8, 2021 (hereinafter, the "Master Lease Agreement"), is hereby made and entered into this 13th day of April 2022 (hereinafter, the "Effective Date") by and between CITY OF ADELANTO, a municipal corporation (hereinafter, "Landlord") and STADIUM MANAGEMENT GROUP, LLC (hereinafter, "Tenant"). For purposes of this First Amendment, Landlord and Tenant may be referred to collectively as the "Parties." The capitalized term "Party" may refer to either Landlord or Tenant interchangeably. RECITALS facts: This FIRST AMENDMENT is made and entered into with respect to the following WHEREAS, on December 8, 2021, the Parties executed and entered into the Master Lease Agreement for Tenant to rent the Adelanto Stadium & Event Center, located at 12000 Stadium Way Adelanto California 92301 (hereinafter, the "Stadium") in order to expand its programming and availability to the public pursuant to the terms and conditions set forth in this Agreement; and WHEREAS, the Master Lease Agreement is attached and incorporated hereto as Exhibit "A"; and WHEREAS, the Parties wish to revise the terms of the Lease Agreement to adopt a not-to-exceed amount for any necessary improvements; and WHEREAS, the Parties further wish to revise the terms of the Lease Agreement to create a payment system for amounts owed after credits have been deducted; and WHEREAS, the Parties further wish to revise the terms of the Lease Agreement to include additional requirements for approval of improvements; and WHEREAS, the execution of this First Amendment was approved by the Adelanto City Council at its Regular Meeting of April 13, 2022. NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows: SECTION 1. Section 3.2 (Credit Against Rent) of the Master Lease Agreement is hereby amended in entirety to state as follows: 3.2 Credits Against Rent: Tenant shall undertake any and all necessary improvements required for Stadium for a Not-to-Exceed Sum of One Million Dollars

($1,000,000). Tenant shall be eligible to receive credits for approved improvements. Improvements shall be governed by Section 4.4 of this Lease. SECTION 2. Section 3 is hereby amended to include subsection 3.3 (Payment Plan) to state as follows: 3.3. Payment Phil: At the termination of the Lease Agreement, Landlord shall have sixty (60) days to initiate payment to Tenant for the remaining balance of amounts owed for improvements after the deduction of credits against rent. Payments to Tenant for the remaining balance shall be made in four (4) equal payments. SECTION 3. Section 4.4 (Improvements) is hereby amended in entirety to state as follows: 4.4 Improvements: Tenant shall present Landlord with no less than three (3) quotes justifying the proposed amount for the improvements. Tenant shall not and may not undertake any improvements to the Stadium without the express written consent of Landlord which consent may be granted, denied or conditionally granted in Landlord's sole and absolute discretion. All persons or entities making improvements to the Stadium on Tenant's behalf must first be approved by Landlord in its sole and absolute discretion and must provide Landlord with such documentation as Landlord, in its sole and absolute discretion, may request, establishing that the person or its duly licensed and qualified to perform such improvements. SECTION 4. Except as otherwise set forth in this First Amendment, the Master Lease Agreement shall remain binding, controlling, and in full force and effect. Section 12.1 of the Master Lease Agreement notwithstanding, this First Amendment, together with the Master Lease Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents. SECTION 5. The provisions of this First Amendment shall be deemed a part of the Master Lease Agreement and except, as otherwise provided under this First Amendment, the Master Lease Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Master Lease Agreement, the provisions of this First Amendment shall control, but only in so far as such provisions conflict with the Master Lease Agreement and no further. (SIGNATURES ON NEXT PAGE) 2

CITY OF ADELANTO STADIUM MANAGEMENT GROUP, LLC By. By: Jessie Flores, City Manager IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above. Its: APPROVE.' AS TO FORM: By: Marc Iran, City Attorney 3

2021 LEASE AGREEMENT ADELANTO STADIUM & EVENT CENTER THIS 2021 LEASE AGREEMENT ("Lease") is made and entered into this 8th day of December, 2021 (the "Effective Date") by and between the CITY OF ADELANTO, a general law city and municipal corporation (hereinafter referred to as "Landlord") and STADIUM MANAGEMENT GROUP, LLC (hereinafter referred to as "Tenant"). For the purposes of this Lease, Landlord and Tenant may be referred to collectively as the "Parties." The capitalized term "Party" may refer to either Landlord or Tenant interchangeably. WHEREAS, Landlord is the owner of real property, APN Number 312822123, commonly identified as Adelanto Stadium & Event Center, 12000 Stadium Way Adelanto, California 92301 (hereinafter, the "Stadium"); and WHEREAS, Landlord desires to rent the Stadium to Tenant, and Tenant desires to rent the Stadium in order to expand its programming and availability to the public pursuant to the terms and conditions set forth in this Agreement. PROPERTY DESCRIPTION 1.1 Lease of Leased Premises. Landlord hereby agrees to lease to Tenant and Tenant hereby agrees to lease from Landlord the Stadium. TERM 2.1 Term. The Lease shall have an initial term of four (4) years commencing upon the Effective Date of December 8, 2021. The Lease shall terminate automatically on December 8, 2025, unless sooner terminated or extended as provided in this Agreement. RENT 3.1 Rent. Tenant shall pay to Landlord a monthly rent amount of Two Thousand Dollars ($2,000) (hereinafter "Base Rent"). The initial rent payment shall be due upon the commencement of the Lease term. Tenant shall pay to Landlord and Landlord shall receive, without notice or demand throughout the Term, monthly Base Rent, payable in monthly installments in advance on or before the first day of each calendar month, in lawful money of the United States, without deduction or offset whatsoever, to such place as Landlord may from time to time designate in writing. Base Rent for the first full month of the Term shall be paid by Tenant upon Tenant's execution of this Lease. If the obligation for payment of Base Rent commences on a day other than the first day of a 1

month, then Base Rent shall be prorated, and the prorated installment shall be paid on the first day of the calendar month next succeeding the Term Date. 3.2 Credit Against Rent. Tenant shall undertake any and all necessary improvements required for Stadium. Tenant shall be eligible to receive credits for approved improvements. Improvements shall be governed by Section 4.4 of this Lease. II/. AUTHORIZED USE 4.1 Uses. The Leased Premises shall be used and occupied by Tenant solely and exclusively. So long as Tenant is occupying the Stadium, Tenant and Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees and subtenants (collectively, "Tenant's Parties") shall have the nonexclusive right to use the Stadium, subject to the terms of this Lease and such rules and regulations as Landlord may from time to time prescribe. 4.2 Suitability. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Stadium concerning the suitability for the conduct of Tenant's contemplated activities or operations, nor has Landlord agreed to undertake any modification, alteration or improvement to the Stadium except as Landlord in its sole discretion may wish to undertake prior to granting Tenant possession of the Stadium. Taking possession of the Stadium by Tenant shall conclusively establish that the Stadium was at such time in satisfactory condition. Tenant acknowledges and agrees that it shall take possession of the Leased Premises "as is." 4.3 Uses Prohibited. a. Tenant agrees that if, as a consequence of Landlord's ownership (or ownership of an interest) in the Stadium or the use of Landlord's funds in connection with any construction project in the Stadium, any legal requirements applicable to construction projects (a) undertaken by California cities, or (b) supported by City funds (including, but not limited to, competitive bidding requirements, prevailing wage requirements, and public works bonding requirements) are triggered, Tenant shall cause all such requirements to be fully complied with Tenant's sole cost and expense. Any failure by Tenant to cause all such applicable requirements to be fully complied with shall be a material breach of this Lease. Tenant shall at its sole cost and expense strictly comply with all existing or future applicable municipal, state and federal and other governmental statutes, rules, requirements, regulations, laws and ordinances, including zoning ordinances and regulations, and covenants, easements and restrictions of record governing and relating to the use, occupancy or possession of the Stadium (collectively "Regulations"). Tenant agrees to comply with all Regulations pertaining to prevailing wage, competitive bidding and public bonding requirements at its sole cost and expense which may be triggered due to this Lease. Tenant shall at its sole cost and expense obtain any and all licenses or permits necessary for Tenant's use of the Stadium. Tenant shall at its sole cost and expense promptly comply with the requirements of any board of fire underwriters or other 2

similar body now or hereafter constituted. Tenant shall not do or permit anything to be done in, on, under or about the Stadium or bring or keep anything which will in any way increase the rate of any insurance upon the Stadium, or upon any contents therein or cause a cancellation of said insurance or otherwise affect said insurance in any manner. Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect and hold Landlord harmless from and against any loss, cost, expense, damage, attorneys' fees or liability arising out of the failure of Tenant to comply with any Regulation. Tenant's obligations pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Lease. b. Landlord reserves the right to approve or deny in its sole and absolute discretion the installation of any and all trade fixtures upon the Stadium by or on behalf of Tenant, including but not limited to trade fixtures which may necessitate the alteration or modification of the Stadium or which may cause damage to the Stadium upon installation or upon removal. 4.4 Improvements. Tenant shall not and may not undertake any improvements to the Stadium without the express written consent of Landlord which consent may be granted, denied or conditionally granted in Landlord's sole and absolute discretion. All persons or entities making improvements to the Stadium on Tenant's behalf must first be approved by Landlord in its sole and absolute discretion and must provide Landlord with such documentation as Landlord, in its sole and absolute discretion, may request, establishing that the person or its duly licensed and qualified to perform such improvements. 4.5 Landlord's Municipal Powers. The Landlord is entering into this Lease in its proprietary capacity, and not in its regulatory or governmental capacity. Nothing in this Lease shall be construed as restraining, impairing or restricting the Landlord in its regulatory capacity, or granting any rights upon the Tenant with respect to the use, occupancy or operation of the Stadium in a manner inconsistent with Law. This Lease does not grant any development rights upon the Tenant with respect to the Stadium and any such development shall be subject to all applicable State and local provisions. V. MAINTENANCE AND REPAIRS; ALTERATIONS AND ADDITIONS; UTILITIES 5.1 Maintenance and Repairs. a. Landlord's Obligation i. Landlord shall be under no obligation to undertake such repairs or construct such improvements as Landlord deems unreasonable, unnecessary or economically infeasible in Landlord' sole and absolute discretion. b. Tenant's Obligations 3

i. Tenant, at Tenant's sole cost and expense, shall maintain the Stadium and shall undertake any and all necessary repairs. Tenant, at Tenant's sole cost and expense shall maintain all trade fixtures utilized by Tenant in a clean, operable and sanitary condition. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the right to make repairs at Landlord's expense. Notwithstanding any other provisions of this Lease to the contrary, Tenant shall obtain prior written approval from Landlord for any improvements including but not limited to painting, installation of flooring, ceilings, partition walls, doors, including hardware, and installation or replacement of plumbing, mechanical, or electrical fixtures. Approval of said items shall not be unreasonably withheld by the Landlord. Such written approval shall be issued by the City Manager. iii. Tenant agrees to repair, at its own expense, any damage to the Stadium caused by or in connection with the removal of any articles of personal property, business or trade fixtures, machinery, equipment, cabinetwork, furniture, movable partitions or permanent improvements or additions, including without limitation thereto, repairing the floor and patching and painting the walls where required by Landlord to Landlord's reasonable satisfaction, all at Tenant's sole cost and expense. Tenant shall indemnify the Landlord against any loss or liability resulting from delay by Tenant in so surrendering the Stadium, including without limitation any claims made by any succeeding Tenant founded on such delay. iv. Tenant shall be solely and exclusively responsible for the payment of all electrical, water, gas, telephone, internet and cable television services provided for the Stadium. VI. ENTRY UPON LEASED PREMISES BY LANDLORD 6.1 Landlord and its duly authorized officers, agents and employees reserve the right to enter the Stadium during reasonable hours to inspect the same; to alter, improve or repair the Stadium. To the extent possible, Landlord shall give Tenant reasonable notice of its intent to enter the Stadium, and the purpose of such intended visit. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Stadium, and Landlord shall have the right to use any and all means which Landlord deems proper to open said doors in an emergency, in order to obtain entry to the Stadium, and any entry to the Stadium obtained by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Stadium, or an eviction of Tenant from the Stadium or any portion thereof. 6.2 The parties understand and agree that the authority reserved to Landlord and its duly authorized officers, agents and employees to enter the Stadium to inspect, alter, improve, or repair same, as set forth above, contemplates that any such entry shall be 4

during reasonable hours, and except in emergency situations, Landlord shall give Tenant reasonable notice of its intent to enter the Stadium, and the purpose for such intended visit. VII. INDEMNIFICATION 7.1 Indemnity. Tenant shall indemnify, protect, defend (at Tenant's sole cost and with legal counsel acceptable to Landlord) and hold harmless, Landlord and Landlord's affiliated entities, and each of their respective members, managers, partners, officers, employees, council members, board members, lenders, agents, contractors, successors and assigns from and against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all court costs and attorneys' fees, arising at any time during or after the Term, as a result (directly or indirectly) of or in connection with (i) default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or (ii) Tenant's use of the Stadium, the conduct of Tenant's business or any activity, work or things done, permitted or suffered by Tenant or Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (individually, a "Tenant Party" and collectively, "Tenant's Parties") in or about the Stadium, except as provided by law or for claims caused solely by Landlord's gross negligence or willful misconduct. Tenant's indemnity is not intended to, nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease to the extent such policies cover the results of negligent acts or omissions of Landlord, its employees, agents, contractors, council members, board members and officers or the failure of Landlord to perform any of its obligations under this Lease. The obligations of Tenant under this Section 7.1 shall survive the termination or earlier expiration of this Lease. 7.2 Exemption of Landlord from Liability. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to the Stadium and its property including, but not limited to, Tenant's fixtures, equipment, furniture and alterations, or illness or injury to persons in, upon or about the Stadium, arising from any cause, and Tenant hereby expressly releases Landlord and waives all claims in respect thereof against Landlord, except only such claims as are caused solely by Landlord's gross negligence or willful misconduct. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for damage to the property of Tenant, or injury to or illness or death of Tenant or any Tenant Party or any other person in or about the Stadium, whether such damage, illness or injury is caused by fire, steam, electricity, gas, water or rain, or from the breakage, leakage or other defects of sprinklers, wires, appliances, ventilation, plumbing, air conditioning or lighting fixtures, or from any other cause, and whether said damage, illness or injury results from conditions arising upon the Stadium or from other sources or places, and regardless of whether the cause of such damage, illness or injury or the means of repairing the same is inaccessible to Tenant, except only damage, illness or injury caused solely by 5

Landlord's gross negligence or willful misconduct. Landlord shall not be liable for any damages arising from any action, inaction or neglect by any contractor or other tenant, if any, of the Stadium or Landlord's failure to enforce the terms of any agreements with parties other than Tenant. VIII. INSURANCE 8.1 Landlord's Insurance. If, and to the extent Landlord elects to do so (in Landlord's sole discretion), Landlord may maintain insurance through individual or blanket policies insuring the Stadium against fire and extended coverage (including, if Landlord elects, "all risk" coverage, earthquake/volcanic action, flood and/or surface water insurance) for all or a portion of the full replacement cost of the Stadium, with deductibles and the form and endorsements of such coverage as selected by Landlord, together with rental interruption insurance against loss of Rent. Landlord may also carry such other insurance as Landlord may deem prudent or advisable, including, without limitation, liability insurance in such amounts and on such terms as Landlord shall determine. All such insurance maintained by Landlord shall be for the exclusive benefit of Landlord and Tenant shall have no right or interest therein, 8.2 Tenant Insurance. Tenant shall, at Tenant's expense, obtain and keep in force at all times the following: a. Commercial General Liability Insurance. A policy of commercial general liability insurance (occurrence form) having a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) in aggregate, providing coverage. The policy shall not contain any intra-insured exclusions as between insured persons or organizations and shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Tenant's indemnity obligations under this Lease. b. Automobile Liability Insurance. Business automobile liability insurance having a combined single limit of not less than One Million Dollars ($1,000,000) per occurrence and insuring Tenant against liability for claims arising out of ownership, maintenance, or use of any owned, hired or non-owned automobiles. c. Workers' Compensation and Employer's Liability Insurance. A policy of workers' compensation insurance in such amount as will fully comply with the laws of the State of California and federal law, if applicable, and which will indemnify, insure and provide legal defense for both Tenant and Landlord against any loss, claim or damage arising from any injuries or occupational diseases occurring to any persons employed by or any persons retained by Tenant in the conduct of its operations of the Stadium as contemplated in this Lease. 6

d. Property Insurance. "All risk" property insurance including boiler and machinery comprehensive form, if applicable, covering damage to or loss of any of Tenant's personal property, fixtures, equipment and alterations, including electronic data processing equipment (collectively, "Tenant's Property") (and coverage for the full replacement cost thereof including business interruption of Tenant), together with, if the property of Tenant's invitees is to be kept in the Stadium, warehouser's legal liability or bailee customers insurance for the full replacement cost of the property belonging to invitees and located in the Stadium, e. Insurance Companies. Insurance required to be maintained by Tenant shall be written by companies licensed to do business in the state in which the Premises are located and having a "General Policyholders Rating" of at least "A-VIII" (or such higher rating as may be required by lender having a lien on the Premises) as set forth in the most current issue of "Best's Insurance Guide." f. Certificates of Insurance. Tenant shall deliver to Landlord certificates of insurance for all insurance required to be maintained by Tenant in a form acceptable to Landlord in its sole discretion, no later than seven (7) days prior to the date of possession of the Stadium. Tenant shall, at least ten (10) days prior to expiration of the policy, furnish Landlord with certificates of renewal or "binders" thereof. Each certificate shall expressly provide that such policies shall not be cancelable or otherwise subject to modification except after thirty (30) days' prior written notice to the parties named as additional insureds in this Lease (except in the case of cancellation for nonpayment of premium in which case cancellation shall not take effect until at least ten (10) days' notice has been given to Landlord). If Tenant fails to maintain any insurance required in this Lease, Tenant shall be liable for all losses and costs suffered or incurred by Landlord (including litigation costs and attorneys' fees and expenses) resulting from said failure. g. Additional Insured. Landlord shall be named as an additional insured on a form approved by Landlord under all of the policies required in this Lease. The policies required under this Lease shall provide for severability of interest. h. Primary Coverage. All insurance to be maintained by Tenant shall be primary, without right of contribution from insurance of Landlord. The limits of insurance maintained by Tenant shall not limit Tenant's liability under this Lease. Waiver of Subrogation. Tenant waives any right to recover against Landlord for claims for damages to Tenant's property whether or not covered by insurance. This provision is intended to waive fully, and for the benefit of Landlord, any rights and/or claims which might give rise to a right of subrogation in favor of any insurance carrier. The coverage obtained by Tenant pursuant to this Lease shall include, without limitation, a waiver of subrogation endorsement attached to the certificate of insurance. j. Notification of Incidents. Tenant shall notify Landlord immediately and as soon as practicable, but no later than within twenty-four (24) hours after the occurrence of any accidents or incidents in the Stadium, which could give rise to a claim under any of the insurance policies required under this Lease. 7

IX. ASSIGNMENT AND SUBLETTING 9.1 Landlord's Consent Required. Tenant shall not assign, sublet, transfer, mortgage, pledge, hypothecate or encumber all or any portion of the Stadium or this Lease, without the prior written consent of Landlord and any attempt to do so without such consent being first obtained shall be wholly void and shall constitute a breach of this Lease. 9.2 No Release of Tenant. No consent by Landlord to any assignment or subletting by Tenant shall relieve Tenant of any obligation to be performed by Tenant under this Lease whether occurring before or after such consent, assignment, or subletting. The consent by Landlord to any assignment or subletting shall not relieve Tenant from the obligation to obtain Landlord's express written consent to any other assignment or subletting the acceptance of rent by Landlord from any other person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a consent to any assignment, subletting or other transfer. Consent to one assignment, subletting or other transfer shall not be deemed to constitute consent to any subsequent assignment, subletting or other transfer. X. DEFAULT, REMEDIES AND TERMINATION 10.1 Default. The following is a non-exhaustive list of occurrences which shall constitute a default on the part of Tenant. a. The abandonment or vacation of the Leased Premises by Tenant prior to the expiration of the Lease term. b. A failure by Tenant to observe and perform any other provisions of this Lease to be observed or performed by Tenant, where said failure continues for twenty (20) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of the default is such that the same cannot reasonably be cured within said twenty (20) day period, Tenant shall within such period commence such cure and thereafter diligently prosecutes the same to completion. c. The making by Tenant of any general assignment or general arrangement for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt or the filing of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, the case of a petition filed against Tenant is dismissed within sixty (60) days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Stadium or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days of the attachment, execution or other Judicial seizure of substantially all of Tenant's assets located at the Stadium or of Tenant's interest in this Lease where such seizure is not discharged within (30) days. 8

d. Tenant makes a material misrepresentation in the performance of this Lease or in the conduct of any audit of Tenant authorized under this Lease. 10.2 Remedies. In the event of any such material default or breach by Tenant, Landlord may undertake any of the following courses of action at any time thereafter and without limiting its right to exercise any other right or remedy at law or in equity. a. Maintain this Lease in full force and effect and recover the rent and other monetary charges as they become due, without terminating Tenants rights to possession irrespective of whether Tenant shall have abandoned the Stadium. In the event Landlord elects not to terminate the Lease, Landlord shall have the right to attempt to re-let the Stadium at such rent and upon such conditions and for such a term and to do all acts necessary to maintain or preserve the Stadium as Landlord deems reasonably and necessary without being deemed to have elected to terminate the Lease, including removal of all persons and property from the Stadium such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. In the event any such re-letting occurs this Lease shall terminate automatically upon the new Tenant taking possession of the Stadium. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any time during the term of this Lease may elect to terminate this Lease by virtue of such previous default of Tenant. b. Terminate Tenant's right to possession by any lawful means, in which case this Lease shall terminate, and Tenant shall immediately surrender possession of the Stadium to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including without limitation thereto the following: (i) the worth at the time of award of any unpaid rent which had been earned at the time of such termination, plus (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that is proved could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that is proved could be reasonably avoided; plus (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 which in the ordinary course of events would be likely to result therefrom; plus (v) at Landlord's election such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable State law. Upon any such re-entry Landlord shall have the right to make any reasonable repairs, alterations or modifications to the Stadium, which Landlord in its sole discretion deems reasonable and necessary. As used in (i) above, the "worth at the time of award" is computed by allowing interest at the rate of ten percent (10%) per annum from the date of default. As used in (ii) and (iii), the "worth at the time of award" is computed by discounting such amount at the discount date of the U.S. Federal Reserve Bank at the time of award plus one percent (1%). 9

10.3 Default by Landlord. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time but in no event later than thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord's obligation is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) -day period and thereafter diligently prosecutes the same to completion. 10.4 Termination for Convenience. Section 2.1 of this Lease notwithstanding, Landlord may terminate this Lease for convenience and without cause upon ninety (90) days prior written notice to Tenant, provided the issuance of any such written notice by Landlord must be approved by the City Council. Tenant may terminate this Lease for convenience and without cause upon sixty (60) days prior written notice to Landlord. 10.5 Termination Due to Mutual Agreement. Section 2.1 of this Lease notwithstanding, the Parties may terminate this Lease upon mutual agreement upon thirty (30) days prior written notice by the Representatives. XI [RESERVED — NO TEXT] XII. MISCELLANEOUS 12.1 Entire Agreement. This instrument along with any exhibits and attachments hereto constitutes the entire agreement between Landlord and Tenant relative to the Stadium and this Agreement and the exhibits and attachments may be altered, amended or revoked only by an instrument in writing signed by both Landlord and Tenant. Landlord and Tenant hereby agree that all prior or contemporaneous oral agreement between or among themselves and their agents or representatives relative to the leasing of the Stadium are merged in or revoked by this Agreement. 12.2 Severability. If any term or provision of this Lease shall, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforceable to the fullest extent permitted by law. 12.3 Costs of Suit. a. If Tenant or Landlord shall bring any action for any relief against the other, declaratory or otherwise, arising out of this Lease including any suit by Landlord for the recovery of rent or possession of the Stadium, the losing party shall pay the successful party a reasonable suit for attorney's fees which shall be deemed to have accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to judgement. 10

b. Should Landlord without fault on Landlord's part, be made a party to any litigation instituted by Tenant or by any third party against Tenant or by or against any person holding under or using the Stadium by licensee of Tenant, or for the foreclosure of any lien for labor or material furnished to or for Tenant or any such other person or otherwise arising out of or resulting from any act or transaction of Tenant or of any such person. Tenant covenants to save and hold Landlord harmless from any judgment rendered against Landlord or the Stadium or any part thereof and all costs and expenses, including reasonable attorney's fees incurred by Landlord in or in connection with such litigation. 12.4 Time Joint and Several Liability. Time is of the essence of this Lease and each and every provision hereof, except as to the condition related to the delivery of possession of the Stadium to Tenant. All the terms, covenants and conditions contained in this Lease to be performed by either Party, shall be deemed to be joint and several and all rights and remedies of the Parties shall be cumulative and nonexclusive of any other remedy at law or in equity. 12.5 Binding Effect; Choice of Law. The Parties hereto agree that all provisions hereof are to be construed as both covenants and conditions as though the words importing such covenants and conditions were used in each separate paragraph hereof. Subject to any provisions hereof restricting assignment or subletting by Tenant, all of the provisions hereof shall bind and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. This Lease shall be governed by the laws of the State of California. 12.6 Waiver. No covenant, term or condition or the breach thereof shall be deemed waived, except written consent of the Party against whom the waiver is claimed, and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other covenant; term or condition. Acceptance by Landlord of any performance by Tenant after the time the same shall have become due shall not constitute a waiver by Landlord of the breach or default of any covenant, term or condition unless otherwise expressly agreed to by Landlord in writing. 12.7 Surrender of Stadium. The voluntary or other surrender of this Lease by Tenant or a mutual cancellation thereof shall not work as merger and shall at the option of the Landlord terminate all or any existing subleases or subtenancies or may at the option of the Landlord operate as an assignment to it of any or all such subleases or subtenancies. 12.8 Holding Over. If Tenant remains in possession of all or any part of the Stadium after the expiration of the Term hereof, with or without the express or implied consent of Landlord such tenancy shall be from month to month only and not a renewal hereof or an extension for any further term and in such case rent and other monetary sums due hereunder shall be payable in the amount and at the time specified in this Lease and such 11

month to month tenancy shall be subject to every other term, covenant and agreement contained herein. 12.9 Notices. All notices or demands of any kind required or desired to be given by Landlord or Tenant hereunder shall be in writing and shall be deemed delivered forty- eight (48) hours after depositing the notice or demand in the United States mail, certified or registered, postage prepaid addressed to the Landlord or Tenant respectively at the addresses set forth below: CITY: City of Adelanto1600 Air ExpresswayAdelanto, CA 92301 Attn: City Manager Phone: 442-249-1124 ' Email: Jflores@ci.adelanto.ca.us TENANT INSERT NAME DAirri:/ 4,r-It./1 INSERT ADDR,E,S i f ô /Olt Attn: '--Diorrei (jo Phone: Email: 64,441-reipu_ Igni,c, Lrryk_ 12.10 Representatives. a. Landlord Representative. Landlord hereby designates Jessie Flores, City Manager (hereinafter, the "Landlord Representative") to act as its representative for the performance of this Lease. The Landlord Representative or their designee will act on behalf of the Landlord for all purposes under this Lease. Tenant will not accept directions or orders from any person other than the Landlord Representative or their designee. b. Tenant Representative. Tenant hereby designates Darrel Courtney to act as its representative for the performance of this Lease (hereinafter, "Tenant Representative"). Tenant Representative will have full authority to represent and act on behalf of the Tenant for all purposes under this Lease. Notice to the Tenant Representative will constitute notice to Tenant. 12.11 Maintenance and Inspection Records. a. Records. Tenant shall use an accounting system approved by Landlord and shall prepare and maintain all records as may be required by Landlord. Tenant shall provide to Landlord, within twenty (20) calendar days after the end of each calendar year quarter, quarterly reports of accounts in accordance with general accepted accounting principles and certified by Tenant and true and correct, and all records required to be kept by Tenant shall be made available to Landlord upon request. b. Audit. Tenant shall submit all required financial records and be subject to an annual audit by a certified public accountant. All records shall be made available to the Landlord no later than sixty (60) days after the end of the fiscal year. Audit shall be conducted at the Landlord's expense. Tenant shall, however, be responsible 12

for and shall pay for any additional audit, accounting or legal costs incurred by either Party due to additional investigation warranted because of fraud, theft or gross negligence on the part of the Tenant. Tenant shall maintain schedules of all fixed assets purchased and all capital improvements to the Stadium. For that purpose, Tenant and Landlord agree to complete an inventory of all Stadium assets, furniture, fixtures, and equipment within (30) calendar days from the execution of this Lease (hereinafter, the "Inventory") and shall update said Inventory by or before June 1st of each year thereafter commencing with December 8, 2021. If any audit required hereunder discloses material misrepresentation by Tenant, its staff or agents in its reports, requests or negotiations with Landlord, then Landlord may terminate this Lease as provided under Article X, above. c. Calendar of Events. On a quarterly basis, Tenant shall provide the Landlord a calendar of events identifying any and all events occurring at the Stadium for the upcoming quarter. Landlord shall review and approve all events in its sole and absolute discretion. 13

CITY OF ADELANTO STADIUM MANAGE GROUP, LLC By: Its: to: 15Jessie A ores, 44 Manager By: APPROVED AS TO FORM: By: Marc Tran, City Attorney 14