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021412 CC Agenda
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the office of the City Clerk (951) 694-6444. Notification 48 hours prior to a meeting will enable the City to make reasonable arrangements to ensure accessibility to that meeting [28 CFR 35.102.35.104 ADA Title II] AGENDA TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET FEBRUARY 14, 2012 — 7:00 PM At approximately 9:45 P.M., the City Council will determine which of the remaining agenda items can be considered and acted upon prior to 10:00 P.M. and may continue all other items on which additional time is required until a future meeting. All meetings are scheduled to end at 10:00 P.M. 6:15 P.M. — The City Council will convene in Closed Session in the Canyons Conference Room on the third floor of the Temecula City Hal[ concerning the following matters: 1) Conference with real property negotiators pursuant to Government Code Section 54956.8 regarding real property negotiations for acquisition of the following parcels of real property for the Murrieta Creek Bridge and Overland Drive Extension to Diaz Road Project (PW00-26): A. Real property owned by Riverside County Flood Control and Water Conservation District. The subject real property is a vacant parcel within the floodway of Murrieta Creek and has frontage along Diaz Road in the City of Temecula, California, and is identified as Riverside County Assessor's Parcel Number 909-120-016. The negotiating parties are the City of Temecula and the Riverside County Flood Control and Water Conservation District. B. Real property owned by Richard B. Gurrola and Valerie M. Gurrola, Trustees of the Gurrola Family Trust Under Declaration Dated Dec. 27, 2001 as to an Undivided 55.23% Interest, Robert A. Gurrola, A Married Man as His Sole and Separate Property as to an Undivided 18.57% Interest, Gary S. Gurrola A Single Man as to an Undivided 18.57%, and Richard B. Gurrola 11, an Unmarried Man as to an Undivided 7.63%, All as Tenants in common. The subject real property is commonly known as 27495 Enterprise Circle West, City of Temecula, California, and is identified as Riverside County Assessor's Parcel Number 921-480-013. The negotiating parties are the City of Temecula and Richard B. Gurrola and Valerie M. Gurrola, Trustees of the Gurrola Family Trust Under Declaration Dated Dec. 27, 2001 as to an Undivided 55.23% Interest, Robert A. Gurrola, A Married Man as His Sole and Separate Property as to an Undivided 18.57% Interest, Gary S. Gurrola A Single Man as to an Undivided 18.57%, and Richard B. Gurrola 11, an Unmarried Man as to an Undivided 7.63%, All as Tenants in common. C. Rea[ property owned by Jim McGill and Terri McGill. The subject real property is commonly known as 27499 Commerce Center Drive, City of Temecula, California, and is identified as Riverside County Assessor's Parcel Number 921- 480-031. The negotiating parties are the City of Temecula and Jim McGill and Terri McGill." D. Real property owned by Mark McMillin LLC, a California Limited Liability Company. The subject real property is commonly known as 27511 Commerce Center Drive, City of Temecula, California, and is identified as Riverside County Assessor's Parcel Number 921-480-032. The negotiating parties are the City of Temecula and Mark McMillin LLC, a California Limited Liability Company. The City negotiators for each of these parcels are Greg Butler and Amer Attar. Under negotiation are the price and terms for the acquisition for each of the parcels. Public Information concerning existing litigation between the City and various parties may be acquired by reviewing the public documents held by the City Clerk. Next in Order: Ordinance: 12-02 Resolution: 12-12 CALL TO ORDER: Mayor Chuck Washington Prelude Music: Earlene Bundy Invocation: Pastor John Ruhlman of Sandals Church Flag Salute: Mayor Pro Tern Naggar ROLL CALL: Comerchero, Edwards, Naggar, Roberts, Washington PRESENTATIONS/PROCLAMATIONS U.S. Marine Cpl. Juan Dominguez Proclamation Teen Dating Violence Awareness Month Proclamation PUBLIC COMMENTS A total of 30 minutes is provided so members of the public may address the City Council on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the City Council on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form must be filled out and filed with the City Clerk. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or Council Business items on the agenda, a Request to Speak form must be filed with the City Clerk prior to the City Council addressing that item. Each speaker is limited to five minutes. CITY COUNCIL REPORTS Reports by the members of the City Council on matters not on the agenda will be made at this time. A total, not to exceed, 10 minutes will be devoted to these reports. 2 CONSENT CALENDAR NOTICE TO THE PUBLIC All matters listed under Consent Calendar are considered to be routine and all will be enacted by one roll call vote. There will be no discussion of these items unless Members of the City Council request specific items be removed from the Consent Calendar for separate action. 1 Standard Ordinance and Resolution Adoption Procedure RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. 2 Action Minutes RECOMMENDATION: 2.1 Approve the action minutes of January 24, 2012. 3 List of Demands RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A 4 City Treasurer's Report as of December 31, 2011 RECOMMENDATION: 4.1 Approve and file the City Treasurer's Report as of December 31, 2011. 5 Property Insurance Renewal RECOMMENDATION: 5.1 Approve the City of Temecula Property Insurance Policy renewal with Travelers Insurance Company and Empire Indemnity Insurance Company for the period of February 26, 2012 through February 26, 2013, in the amount of $378,828. 3 6 Resolution in Support of local control of Ontario International Airport (requested by Mayor Washington) RECOMMENDATION: 6.1 Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA IN SUPPORT OF THE TRANSFER OF ONTARIO INTERNATIONAL AIRPORT (ONT) TO LOCAL CONTROL 7 Agreement for consultant services with SoftResources LLC to assist the City in the selection and implementation of an enterprise permitting system RECOMMENDATION: 7.1 Approve the agreement for consulting with SoftResources LLC in the amount of $197,746 to assist the City in the selection and implementation of an enterprise permitting system; 7.2 Authorize the City Manager to approve change orders up to 10% of the contract amount, $19,774; 7.3 Allocate funds in the amount of $217,520 from the Information Technology Internal Service Fund. 8 Purchase of the annual Eden Maintenance and Software Support RECOMMENDATION: 8.1 Approve the annual purchase of maintenance and software support for the Eden Financial and Payroll Systems by Tyler Technologies, Inc., in the amount of $36,864.74. 9 Approval of the FY 2012-13 Temecula Valley Tourism Business Improvement District (TVTBID) Advisory Board's Annual Report and levy of an assessment against Lodging Businesses within the TVTBID for FY 2012-13 RECOMMENDATION: 9.1 Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE REPORT OF THE ADVISORY BOARD FOR FISCAL YEAR 2012-13 IN CONNECTION WITH THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT (TVTBID) 4 9.2 Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT AGAINST LODGING BUSINESSES WITHIN THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT (TVTBID) FOR FISCAL YEAR 2012-13 AND FIXING THE TIME AND PLACE OF A PUBLIC HEARING THEREON AND GIVING NOTICE THEREOF 10 Allocation of grant funds to Western Riverside Council of Governments for proiect management and grant administration of the Caltrans Community Based Planning Grant RECOMMENDATION: 10.1 Allocate existing grant funds in the amount of $60,000 to allow for the payment of services to Western Riverside Council of Governments (WRCOG) for the project management and grant administration of the Caltrans Community Based Planning Grant. 11 City Council authorization to apply for the Strategic Growth Council Sustainable Communities Planning Grant RECOMMENDATION: 11.1 Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING CITY STAFF TO APPLY FOR THE STRATEGIC GROWTH COUNCIL SUSTAINABLE COMMUNITIES PLANNING GRANT 12 Exclusive Negotiating Agreement for the potential disposition of property owned by the City as Successor Agency to the Temecula Redevelopment Agency located at the northwest corner of Diaz Road and Dendy Parkway (APN: 909-370-002) RECOMMENDATION: 12.1 Approve an Exclusive Negotiating Agreement between the City as Successor Agency to the Temecula Redevelopment Agency and Wild Rivers Inc. (Wild Rivers). 13 Agreement with Westbrook Fence, Inc. for Duck Pond Fence Replacement, Project No. PW 11-08 RECOMMENDATION: 13.1 Approve an Agreement for Minor Construction Services for the Duck Pond Fence Replacement Project No. PW11-08 with Westbrook Fence, Inc. in the amount of $49,067; 5 13.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $4,906.70, which is equal to 10% of the contract amount; 13.3 Make a finding that this project is exempt from CEQA per Section 15302, Class 1 of the CEQA Guidelines. 14 First Amendment to Utility Agreement with Eastern Municipal Water District for French Valley Parkway Interchange Improvements, Phase I, Project No. PW07-04 RECOMMENDATION: 14.1 Approve the First Amendment to the Utility Agreement with Eastern Municipal Water District in an amount not to exceed $47,396 to perform design, advertisement, award, and construction administration associated with the relocation of sewage utilities for the French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements Project. 15 Construction Cooperative Agreement with Caltrans for Construction of the Interstate 15/State Route 79 South Interchange Improvements, Project No. PW04-08 RECOMMENDATION: 15.1 Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A CONSTRUCTION COOPERATIVE AGREEMENT, NO. 08- 1515, BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) AND THE CITY OF TEMECULA FOR THE CONSTRUCTION OF THE INTERSTATE 15/STATE ROUTE 79 SOUTH INTERCHANGE IMPROVEMENTS 16 Plans and Specifications and Authorization to Solicit Construction Bids for the Citywide Pavement Rehabilitation Program, Margarita Road Project 2, Avenida Barca to Solana Way, Project No. PW10-09 RECOMMENDATION: 16.1 Approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Citywide Pavement Rehabilitation Program, Margarita Road Project 2, Avenida Barca to Solana Way, Project No. PW 10-09; 16.2 Make a finding that this project is exempt from CEQA per Section 15302, Class 1 of the CEQA Guidelines. 6 17 Amendment to the City's Proposition 1B Spending Plan and Reject All Bids for the Citywide Crackfill Project, FY10-11, Project No. PW11-04 RECOMMENDATION: 17.1 Approve an amendment to the City's Proposition 1B Spending Plan for FY 2008- 09 to remove the Citywide Crackfill Project FY 2010-2011, and include the Citywide Slurry Project FY 2011-2012, portions of Paseo Del Sol, California Sunset, Rainbow Canyon, and Starlight Ridge Areas, Project No. PW11-09; 17.2 Reject all Construction Bids for Citywide Crackfill Project, FY10-11, Project No. PW 11-04. 18 Plans and Specifications and Authorization to Solicit Construction Bids for the Citywide Pavement Rehabilitation Program, Project No. PW10-14, Ynez Road (Winchester Road to Solana Way) RECOMMENDATION: 18.1 Approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Citywide Pavement Rehabilitation Program, Project No. PW 10-14; 18.2 Make a finding that this project is exempt from CEQA per Section 15302, Class 1 of the CEQA Guidelines. 19 Purchase and Sale Agreement with the Coop Family Trust for Murrieta Creek Bridge and Overland Drive Extension to Diaz Road, Project No. PW00-26 RECOMMENDATION: 19.1 Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY OF TEMECULA AND DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON IN CONNECTION WITH THE MURRIETA CREEK BRIDGE AND OVERLAND DRIVE EXTENSION TO DIAZ ROAD — PROJECT NUMBER PW00-26 7 20 Temporary Street Closures for the 2012 Temecula Spring Rod Run Event (Old Town Front Street, between Moreno Road and Second Street, and other related streets) scheduled for March 9 and 10, 2012 RECOMMENDATION: 20.1 Receive and file the following proposed action by the City Manager: Temporarily close Old Town Front Street and other related streets for the '2012 TEMECULA SPRING ROD RUN EVENT' ******************** RECESS CITY COUNCIL MEETING TO SCHEDULED MEETINGS OF THE TEMECULA COMMUNITY SERVICES DISTRICT, THE TEMECULA HOUSING AUTHORITY, AND THE TEMECULA PUBLIC FINANCING AUTHORITY ******************** 8 TEMECULA COMMUNITY SERVICES DISTRICT MEETING Next in Order: Ordinance: No. CSD 12-01 Resolution: No. CSD 12-01 CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar, Roberts, Washington, Comerchero CSD PUBLIC COMMENTS A total of 30 minutes is provided so members of the public may address the Board of Directors on items that appear within the Consent Calendar or a matter not listed on the agenda. Each speaker is limited to three minutes. If the speaker chooses to address the Board of Directors on an item listed on the Consent Calendar or a matter not listed on the agenda, a Request to Speak form must be filled out and filed with the City Clerk. Once the speaker is called to speak, please come forward and state your name for the record. For all Public Hearing or District Business items on the agenda, a Request to Speak form must be filed with the City Clerk prior to the Board of Directors addressing that item. Each speaker is limited to five minutes. CSD CONSENT CALENDAR 21 Action Minutes RECOMMENDATION: 21.1 Approve the action minutes of January 24, 2012. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGERS REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT Next regular meeting: Tuesday, February 28, 2012, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 PM., City Council Chambers, 41000 Main Street, Temecula, California. 9 TEMECULA HOUSING AUTHORITY — no meeting TEMECULA PUBLIC FINANACING AUTHORITY — no meeting RECONVENE TEMECULA CITY COUNCIL CITY MANAGER REPORT CITY ATTORNEY REPORT ADJOURNMENT Next regular meeting: Tuesday, February 28, 2012, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. NOTICE TO THE PUBLIC The agenda packet (including staff reports) will be available for viewing at the Main Reception at City Hall (41000 Main Street, Temecula) or at the Temecula Library (30600 Pauba Road, Temecula) after 4:00 PM the Friday before the City Council meeting. At that time, the packet may as well be accessed on the City's website — www.cityoftemecula.orq Supplemental material received after the posting of the Agenda Any supplemental material distributed to a majority of the City Council regarding any item on the Agenda, after the posting of the Agenda, will be available for public review at the Main Reception at the Civic Center (41000 Main Street, Temecula — 8:00 — 5:00 PM). In addition, such material will be made available on the City's web — www.cityoftemecula.orq — and will be available for public review at the respective meeting. If you have any questions regarding any item of business on the Agenda for this meeting, please contact City Clerk's Department — 951-694-6444. 11 PRESENTATIONS The City of Temecula PROCLAMA TION WHEREAS, US Marine Cpl. Juan Dominguez is a true patriot and modern-day hero; and WHEREAS, Juan not only survived catastrophic injuries on October 23, 2010, while serving in Afghanistan, but proudly states, "Don't be sad for me, I would do it again for my Country"; and WHEREAS, Juan continues to do much more than survive; and despite injuries as a triple amputee, multiple surgeries, and grueling occupational and physical therapy, Juan is thriving; and WHEREAS, the City of Temecula is honored to have a future resident such as Juan and wishes to welcome him and support him in raising his beautiful daughter, Victoria; and WHEREAS, Juan's grit, spirit, and example provides his fellow wounded warriors with the inspiration and brave heart needed to continue their love of life, and to continue to make a difference in the lives of others. NOW, THEREFORE, I, Chuck Washington, on behalf of the City Council of the City of Temecula, hereby proclaim February 14, 2012 to be "Juan Dominguez Day" IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Temecula to be affixed this fourteenth day of February, 2012. Chuck Washington, Mayor Susan W. Jones, MMC, City Clerk The City of Temecula PROCLAMATION WHEREAS, in 2010, the U.S. Congress dedicated the month of February to teen dating violence awareness and prevention; and WHEREAS, Teen Dating Violence Awareness Month is a national effort to raise awareness about abuse in teen relationships and promote programs that prevent it; and WHEREAS, Teen Dating Violence Awareness Month is recognized by leaders in government, student bodies, schools, youth service providers, community-based organizations, and parents to bring awareness to the community of this devastating issue; and WHEREAS, the SAFE Teen Dating Violence Prevention Campaign Time to Talk is highlighting the need for all of us to help teens not only talk about it, but stand up against it; and WHEREAS, studies show one in three high school students have been involved in an abusive relationship; and WHEREAS, the repercussions of teen dating abuse are impossible to ignore. They hurt not just the young people victimized, but also their families, friends, schools, and communities; and WHEREAS, throughout February and the remainder of the year, SAFE will highlight the need to educate young people about relationships, teach healthy relationship skills, and prevent the devastating cycle of abuse. NOW, THEREFORE, I, Chuck Washington, on behalf of the City Council of the City of Temecula, hereby proclaim the month of February, 2012 to be "Teen Dating Violence Awareness Month" IN WITNESS WHEREOF, I have hereunto set my hand and caused the Seal of the City of Temecula to be affixed this fourteenth day of February, 2012. Chuck Washington, Mayor Susan W. Jones, MMC, City Clerk CONSENT CALENDAR Item No. 1 Item No. 2 ACTION MINUTES TEMECULA CITY COUNCIL A REGULAR MEETING CITY COUNCIL CHAMBERS 41000 MAIN STREET JANUARY 24, 2012 — 7:00 PM 6:15 P.M. — The City Council/Temecula Redevelopment Agency will convene in Closed Session in the Canyons Conference Room on the third floor of the Temecula City Hall concerning the following matters: 1) Conference with real property negotiators pursuant to Government Code Section 54956.8 regarding one parcel of real property owned by the Redevelopment Agency of the City of Temecula consisting of approximately 30.2 acres (APN 909- 370-002) located northwesterly of Diaz Road and Dendy Parkway. The parties to the negotiations for an amendment to the terms of sale of this property are: Agua Caliente Inc., the Redevelopment Agency of the City of Temecula, and the City of Temecula. Negotiators for the Temecula Redevelopment Agency and City of Temecula are: Bob Johnson, Patrick Richardson, and Luke Watson. Under negotiation are the price and terms of the sale of the property to Agua Caliente Inc. Public Information concerning existing litigation between the City and various parties may be acquired by reviewing the public documents held by the City Clerk. Next in Order: Ordinance: 12-02 Resolution: 12-07 The City Council meeting convened at 7:00 P.M. CALL TO ORDER: Mayor Chuck Washington Prelude Music: Selections from "The Wiz" - Chaparral Cast Members - Director Chris Irvin Invocation: Pastor Luke Kirkendall of Southwest Christian Church Flag Salute: Council Member Edwards ROLL CALL: Comerchero, Edwards, Naggar, Roberts, Washington PRESENTATIONS/PROCLAMATIONS Art Donation by Artist Jamie Tobey Slow Foods Day Proclamation CC Action Minutes 1012412 1 PUBLIC COMMENTS The following individuals addressed the City Council: • Charles Rear • Lorena Spencer • Judy Zilfaqar CITY COUNCIL REPORTS CONSENT CALENDAR 1 Standard Ordinance and Resolution Adoption Procedure — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 1.1 Motion to waive the reading of the text of all ordinances and resolutions included in the agenda. 2 Action Minutes — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 2.1 Approve the action minutes of January 10, 2012; 2.2 Approve the Special Meeting action minutes of January 10, 2012. 3 List of Demands — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 3.1 Adopt a resolution entitled: RESOLUTION NO. 12-07 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A CC Action Minutes \012412 2 4 Acceptance of Improvements and Notices of Completion for Winchester Road/Highway 79 North Corridor Beautification, Project No. PW06-15 — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 4.1 Accept the improvements of the Winchester Road/Highway 79 North Corridor Beautification Project, Project No. PW 06-15, as complete; 4.2 Direct the City Clerk to file and record the Notices of Completion. 5 First Amendment to Agreement for Consultant Services — Willdan Engineering — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 5.1 Approve the First Amendment to Agreement for Consultant Services between the City and Willdan Engineering. 6 Acceptance of certain public streets within Parcel Map No. 28473 into the city - maintained system (Via Industria between Roick Drive and Rio Nedo) —Approved Staff Recommendation (4-0-1) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval, with Council Member Washington abstaining. RECOMMENDATION: 6.1 Adopt a resolution entitled: RESOLUTION NO. 12-08 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING CERTAIN PUBLIC STREETS INTO THE CITY -MAINTAINED SYSTEM (WITHIN PARCEL NO. 28473) 7 Agreement for Consultant Services with Bonterra Consulting for the Pechanga Parkway Environmental Mitigation Project, Project No. PW11-01 — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 7.1 Approve the Agreement for Consultant Services with Bonterra Consulting in an amount not to exceed $35,455 for services necessary to obtain required environmental permits and provide a Habitat Mitigation and Monitoring plan for the Pechanga Parkway Environmental Mitigation Project, Project No. PW11-01. CC Action Minutes \012412 3 8 Construction Contract for the Community Recreation Center (CRC) Roof Replacement, Prosect No. PW11-06 — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 8.1 Award the construction Contract for the Community Recreation Center (CRC) Roof Replacement, Project No. PW11-06 to M.K. Prestige Builders, Inc. for the base bid of $215,500 and accept the unit pricing for items 2, 3, and 4; 8.2 Authorize the City Manager to approve change orders not to exceed the contingency amount of $21,550 which is equal to 10% of the total contract amount; 8.3 Make a finding that the Community Recreation Center (CRC) Roof Replacement Project is exempt from Multiple Species Habitat Conservation Plan (MSHCP) fees. 9 City Council Resolution confirming it has not forgiven Redevelopment Agency obligations to it during the period of January 1, 2010 to December 31, 2011 — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 9.1 Adopt a resolution entitled: RESOLUTION NO. 12-09 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING IT HAS NOT FORGIVEN LOANS, ADVANCES, OR OTHER INDEBTEDNESS DURING THE PERIOD OF TIME FROM JANUARY 1, 2010 TO DECEMBER 31, 2011 PURSUANT TO HEALTH AND SAFETY CODE SECTION 33354.8 (ASSEMBLY BILL 936) 10 Acceptance of the Grant Deeds for the transfer of all Agency -owned properties from the Redevelopment Agency to the City of Temecula — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 10.1 Accept the Grant Deeds for the transfer of all Agency -owned properties from the Redevelopment Agency to the City of Temecula, and adopt a resolution entitled: CC Action Minutes \012412 4 RESOLUTION NO. 12-10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ACCEPTING THE REAL PROPERTY OF THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA PURSUANT TO PART 1.85 OF DIVISION 24 OF THE CALIFORNIA HEALTH AND SAFETY CODE, INCLUDING HEALTH AND SAFETY CODE SECTION 34175, AND TAKING CERTAIN ACTIONS IN CONNECTION HEREWITH 11 City Council action to retain the housing functions previously performed by the Redevelopment Agency of the City of Temecula upon the dissolution of the Redevelopment Agency under the 2011 Redevelopment Agency Termination Legislation, ABX1 26 — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 11.1 Adopt a resolution entitled: RESOLUTION NO. 12-11 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA MAKING AN ELECTION TO RETAIN THE HOUSING FUNCTIONS PREVIOUSLY PERFORMED BY THE REDEVELOPMENT AGENCY OF THE CITY OF TEMECULA PURSUANT TO HEALTH AND SAFETY CODE SECTION 34176 UNDER PART 1.85 OF DIVISION 24 OF THE CALIFORNIA HEALTH AND SAFETY CODE AND TAKING CERTAIN ACTIONS IN CONNECTION THEREWITH 12 2012 Workers' Compensation Coverage Annual Renewal — Approved Staff Recommendation (5-0-0) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected unanimous approval. RECOMMENDATION: 12.1 Approve the contract with the City's current workers' compensation provider, Travelers Insurance Company, as the City's Employee Workers' Compensation Insurance Carrier for 2012 for an estimated premium cost of $323,656. 13 Second reading of Ordinance No. 12-01 —Approved Staff Recommendation (4-0-1) Council Member Roberts made the motion; it was seconded by Council Member Comerchero; and electronic vote reflected approval with Council Member Naggar abstaining. RECOMMENDATION: 13.1 Adopt an ordinance entitled: CC Action Minutes \012412 5 ORDINANCE NO. 12-01 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING PLANNING APPLICATION NO. PA10-0147, CHANGING THE ZONE OF THE PROPERTY LOCATED ON 45 ACRES LOCATED EAST OF WALCOTT LANE AND WEST OF BUTTERFIELD STAGE ROAD IN THE CITY OF TEMECULA (APNS 957-170-032 THROUGH -036) FROM "VERY LOW DENSITY (VL)" TO "PDO -12 (WALCOTT ESTATES PLANNED DEVELOPMENT OVERLAY DISTRICT)" AND ADDING SECTIONS 17.22.230 THROUGH 17.242, "WALCOTT ESTATES PLANNED DEVELOPMENT OVERLAY DISTRICT (PDO -12)," TO THE TEMECULA MUNICIPAL CODE RECESS At 7:32 P.M., the City Council convened as the Temecula Community Services District, and the Redevelopment Agency. At 7:50 P.M., the City Council resumed with regular business. CITY COUNCIL BUSINESS 20 Selection of 2012 City Council Committee Assignments RECOMMENDATION: 20.1 Appoint a member of the City Council to serve as liaison to each of the City Commissions and Committees: Approved Staff Recommendation as listed. (5-0-0) Council Member Comerchero made the motion; it was seconded by Council Member Roberts; and electronic vote reflected unanimous approval. Commission Liaison (One Member) Current Member Community Services Commission Comerchero Old Town Local Review Board Washington Planning Commission Naggar Public/Traffic Safety Commission Edwards 20.2 Appoint two members of the City Council to serve on each of the following Standing Committees: Approved Staff Recommendation as listed. (5-0-0) Council Member Comerchero made the motion; it was seconded by Council Member Roberts; and electronic vote reflected unanimous approval. Standing Committees Current Member(s) City Sustainability Program Committee Roberts, Washington Economic Development Committee Washington, Roberts RDA/Old Town Steering Committee Naggar, Roberts Finance Committee Naggar, Washington Infrastructure Beautification Committee Edwards, Naggar CC Action Minutes \012412 6 Joint City Council/TVUSD Committee Edwards, Washington Murrieta/Temecula Committee Naggar, Washington Public Works/Facilitic& Committee Edwards, Roberts Quality of Life/Temecula 2030 Master Plan Roberts, Washington Committco Renamed to Quality of Life Master Plan and move to Ad Hoc Subcommittee section) Southwest Cities Coalition Committee Edwards, Comerchero 20.3 Appoint member(s) of the City Council to serve on each of the following Representative Assignments (External Organizations): Approved Staff Recommendation for those committees who do not receive a stipend as follows. (5-0-0) Council Member Comerchero made the motion; it was seconded by Council Member Roberts; and electronic vote reflected unanimous approval. Representative Assignments (External Organizations) Current Member(s) Animal Shelter Liaison/JPA Representative Edwards League of California Congress — 2012 Voting Delegate (Suggest Mayor and Mayor Pro Tem) Washington, Naggar Military Liaison Representative Comerchero National League of Cities Annual Congress — 2012 Voting Delegate Roberts, (Alternate Comerchero) Pechanga Tribal Council Liaison Roberts, (Alternate Naggar) Rancho California Water District Liaison Comerchero, Roberts Riverside County Child Safety Commission/School District Liaison Edwards Temecula Sister City Liaison Roberts Conflict of Interest/Abstention: City Attorney Thorson advised that under FPPC decisions, members serving on regional boards that receive a stipend, may not participate in the motion or the vote. The decision is under review by FPPC, since it appears to contradict some statuatory laws. City Attorney Thorson further explained the City is in an awkward position, since members will not know if they will be nominated until after the motion. For this reason, City Attorney Thorson advised that not participating in the vote will comply with FPPC rules and regulations. The Riverside Conservation Agency, Riverside County Habitat Conservation Board, Riverside County Transportation Commission, Riverside Transit Agency, and Western Riverside Council of Governments pay stipends to the representatives of the City. Therefore, the Council Members appointed as representatives did not participate in the discussion of the vote taken to appoint the member to these positions. (See individual votes.) Mayor Washington stated last year he served as the alternate under RCA Representative Committee, however because he did not meet certain criteria for CC Action Minutes \012412 7 payment, he declined to receive a stipend, and asked if he should abstain. City Attorney Thorson advised Mayor Washington to abstain, since he chose not to receive payment, although he could at some future point become illegible for payment. (see individual votes listed below) The following committees were considered separately since stipends may be received which necessitate abstentions on the part of committee members. RCA Representative — Council Member Comerchero made the motion; it was seconded by Council Member Naggar. (3-0-2, Council Members Edwards and Washington abstained) Edwards, (Alternate Washington) Riverside County Habitat Conservation Agency Board — Council Member Comerchero made the motion; it was seconded by Council Member Naggar. (3-0-2, Council Members Edwards and Washington abstained) Edwards, (Alternate Washington) Riverside County Transportation Commission Council Member Washington made the motion; it was seconded by Council Member Edwards. (3-0-2, Council Members Roberts and Comerchero abstained) Roberts, (Alternate Comerchero) Riverside Transit Agency Representative Council Member Washington made the motion; it was seconded by Council Member Naggar. (3-0-2, Council Members Comerchero and Edwards abstained) Comerchero, (Alternate Edwards) WRCOG Executive and /Zone Committee Council Member Naggar made the motion; it was seconded by Council Member Comerchero. (3-0-2, Council Members Roberts and Washington abstained) Washington, (Alternate Roberts) **Note WRCOG Lists the Executive Washington, Roberts) Committee as (Alternate **Note WRCOG Lists the Zone Washington, (Alternate Edwards) Committee as 20.4 Appoint member(s) of the City Council to serve on each of the following Ad Hoc Subcommittees: Approve staff recommendation for all committees where no change was recommended. Council Member Comerchero made the motion; it was seconded by Council Member Naggar; and election vote reflected approval. (5-0-0) Ad Hoc Subcommittees — (Can be one or two members) Current Member(s) Civic Center Concert Ad Hoc Subcommittee (Newly appointed at 1/10/12 meeting) Comerchero, Washington Community Service Funding Ad Hoc Naggar, Washington CC Action Minutes 1012412 8 Subcommittee Current Member(s) Diaz Property Ad Hoc Subcommittee Naggar, Washington Firestone Property Ad Hoc Subcommittee Comerchero, Naggar French Valley Parkway Interchange Ad Hoc Subcommittee Comerchero, Roberts Higher Education Ad Hoc Subcommittee Naggar, Washington Jefferson Corridor Ad Hoc Subcommittee Roberts, Comerchero Luxury Car Dealership Ad Hoc Subcommittee Washington, Roberts Nicolas Valley Ad Hoc Subcommittee Roberts, Washington Old Town Civic Center Ad Hoc Subcommittee Comerchero, Roberts Old Town Gym Ad Hoc Subcommittee Comerchero, Washington Promenade Mall Ad Hoc Subcommittee Comerchero, Washington Roripaugh Ranch Ad Hoc Subcommittee Comerchero, Roberts Santa Margarita Annexation Ad Hoc Subcommittee Edwards, Comerchero South Temecula Land and Transportation Ad Hoc Subcommittee Roberts, Washington Temecula Healthcare Ad Hoc Subcommittee Comerchero, Naggar Transit/Transportation Ad Hoc Subcommittee Roberts, Comerchero Wall of Honor Ad Hoc Subcommittee Comerchero, Edwards Youth Master Plan Implementation Ad Hoc Subcommittee Naggar, Washington The subcommittees listed below have suggested revisions or are new subcommittees and were taken as a separate vote — Approved Staff Recommendation with changes. (5-0-0, with Council Member Edwards abstaining on Supporting Housing Liaison.) Council Member Comerchero made the motion; it was seconded by Council Member Edwards; and voice vote reflected approval. Ad Hoc Subcommittees — Current Member(s) Arts and Cultural Affairs Ad Hoc Subcommittee Proposed New Comerchero, Edwards eGovernment and Temecula Outreach Ad Hoc Subcommittee (note name change approved) Comerchero, Edwards Parks and Recreation Ad Hoc Subcommittee Proposed New Comerchero, Washington Public Facilities Ad Hoc Subcommittee Proposed New Edwards, Roberts Quality of Life Master Plan Ad Hoc Subcommittee Proposed New Roberts, Washington Ronald Reagan Sports Park Ad Hoc Subcommittee (Subcommittee Retained) Edwards, Naggar Small Business Incubator Ad Hoc Subcommittee Proposed New Comerchero, Washington CC Action Minutes 1012412 9 Summerhouse Development Ad Hoc Subcommittee Title change approved Roberts, Washington Supportive Housing/Services Liaison (move to proper section) Washington Teen Village Ad Hoc Subcommittee Title change approved Comerchero, Washington Trails Ad Hoc Subcommittee Proposed New Naggar, Washington 21 Public/Traffic Safety Commission Appointment — Appointed David Coram to serve the un -expired term through October 10, 2013. (5-0-0) Council Member Naggar made the motion; it was seconded by Council Member Edwards; and electronic vote reflected unanimous approval. RECOMMENDATION: 21.1 Appoint an applicant to serve an un -expired term on the Public/Traffic Safety Commission through October 10, 2013. 22 Update on progress of the Summerhouse Development - Received and filed report. RECOMMENDATION: 22.1 Receive and file. DEPARTMENTAL REPORTS 23 Planning Department Monthly Report 24 Public Works Department Monthly Report 25 City Council Travel/Conference Report - December 2011 26 Police Department Monthly Report CITY MANAGER REPORT CITY ATTORNEY REPORT City Attorney Thorson reported that there were no reportable actions under Closed Session. CC Action Minutes \012412 10 ADJOURNMENT The meeting was adjourned at 8:31 PM in honor of Marine Corporal Christopher Singer. Next adjourned regular meeting: Tuesday, January 31, 2012, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Next regular meeting: Tuesday, February 14, 2012, at 5:30 P.M., for a Closed Session, with regular session commencing at 7:00 PM., City Council Chambers, 41000 Main Street, Temecula, California. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] CC Action Minutes \012412 11 Item No. 3 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Wilson, Director of Finance DATE: February 14, 2012 SUBJECT: List of Demands PREPARED BY: Pascale Brown, Accounting Manager Jada Shafe, Accounting Specialist RECOMMENDATION: Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A BACKGROUND: All claims and demands are reported and summarized for review and approval by the City Council on a routine basis at each City Council meeting. The attached claims represent the paid claims and demands since the last City Council meeting. FISCAL IMPACT: All claims and demands were paid from appropriated funds or authorized resources of the City and have been recorded in accordance with the City's policies and procedures. ATTACHMENTS: 1. Resolution 2. List of Demands RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA ALLOWING CERTAIN CLAIMS AND DEMANDS AS SET FORTH IN EXHIBIT A THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. That the following claims and demands as set forth in Exhibit A, on file in the office of the City Clerk, has been reviewed by the City Manager's Office and that the same are hereby allowed in the amount of $9,888,400.00. Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February 2012. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 12- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February 2012, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk CITY OF TEMECULA LIST OF DEMANDS 01/19/2012 TOTAL CHECK RUN $ 1,133,710.95 01/26/2012 TOTAL CHECK RUN 715,897.27 02/02/2012 TOTAL CHECK RUN 7,228,710.63 01/19/2012 TOTAL PAYROLL RUN: 394,582.32 02/02/2012 TOTAL PAYROLL RUN: 415,498.83 TOTAL LIST OF DEMANDS FOR 02/14/2012 COUNCIL MEETING: $ 9,888,400.00 DISBURSEMENTS BY FUND: CHECKS: CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 1,463,281.94 140 COMMUNITY DEV BLOCK GRANT 5,488.44 150 AB 2766 FUND 1,636.10 165 AFFORDABLE HOUSING 2,066,821.47 190 TEMECULA COMMUNITY SERVICES DISTRICT 427,449.76 192 TCSD SERVICE LEVEL B 77,750.32 194 TCSD SERVICE LEVEL D 2,978,031.54 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 10,072.33 197 TEMECULA LIBRARY FUND 95,155.64 210 CAPITAL IMPROVEMENT PROJECTS FUND 634,774.53 280 REDEVELOPMENT AGENCY - CIP PROJECT 8.32 300 INSURANCE FUND 33,569.88 320 INFORMATION TECHNOLOGY 116,861.26 330 SUPPORT SERVICES 9,876.81 340 FACILITIES 41,450.47 380 RDA DEBT SERVICE FUND 993,673.76 395 2011 FINANCING LEASE 2001 & 2008 COPS 8,479.00 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 1,911.00 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 231.64 477 CFD- RORIPAUGH 392.88 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 1,445.44 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 13,091.65 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 19,417.49 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 210.37 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 2,008.09 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 970.20 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 1,063.54 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 6,458.00 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 97.76 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 384.75 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 77.42 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 3,854.11 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 1,123.66 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 567.29 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 566.17 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 869.31 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 55.18 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 4,045.56 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 13,189.70 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 6,000.94 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 14,026.46 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 181.04 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 263.19 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 5,815.15 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 1,912.79 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 79.70 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 384.35 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 8,207.68 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 152.03 700 CERBT CALIFORNIA EE RETIREE-GASB45 4,882.74 $ 9,078,318.85 CITY OF TEMECULA LIST OF DEMANDS 001 GENERAL FUND $ 493,082.29 165 AFFORDABLE HOUSING 25,357.48 190 TEMECULA COMMUNITY SERVICES DISTRICT 179,244.15 192 TCSD SERVICE LEVEL B 770.71 194 TCSD SERVICE LEVEL D 3,269.50 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 1,991.26 197 TEMECULA LIBRARY FUND 2,398.67 300 INSURANCE FUND 2,751.91 320 INFORMATION TECHNOLOGY 38,056.83 330 SUPPORT SERVICES 11,699.72 340 FACILITIES 23,055.61 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 170.17 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 113.94 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 135.02 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 24.83 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 274.63 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 49.97 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 70.44 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 466.46 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 3.76 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 21.16 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 12.87 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 311.09 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP. 66.22 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 38.13 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 33.41 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 77.71 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 6.37 518 SERVICE LEVEL"C"ZONE 18 TEMEKU HILLS 288.24 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 154.10 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 417.88 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 707.63 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 17.58 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 18.59 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 398.01 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 128.36 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 5.80 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 18.59 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 586.72 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 10.23 700 CERBT CALIFORNIA EE RETIREE-GASB45 23,775.11 810,081.15 TOTAL BY FUND: $ 9,888,400.00 apChkLst Final Check List Page: 1 01/19/2012 9:46:52AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor Description Amount Paid Check Total 1848 01/19/2012 000389 NATIONWIDE RETIREMENT OBRA- Project Retirement Payment 2,403.28 2,403.28 SOLUTION 1849 01/19/2012 010349 CALIF DEPT OF CHILD Support Payment 738.45 738.45 SUPPORT 1850 01/19/2012 000246 PERS (EMPLOYEES' PERS ER Paid Member Contr Payment 129,260.86 129,260.86 RETIREMENT) 1851 01/19/2012 001065 NATIONWIDE RETIREMENT Nationwide Retirement Payment 10,260.47 10,260.47 SOLUTION 1852 01/19/2012 000283 INSTATAX (IRS) Federal Income Taxes Payment 74,231.17 74,231.17 1853 01/19/2012 000444 INSTATAX (EDD) State Disability Ins Payment 21,379.50 21,379.50 1854 01/19/2012 000444 INSTATAX (EDD) 4TH QTR 2011 UI & ETT TAXES 3,739.80 3,739.80 149918 01/19/2012 009033 ALLEN, STEVEN L. photography: light parade 12/2 300.00 300.00 149919 01/19/2012 011961 AT&T MOBILITY Dec Trip wire:grafftti:Police 136.22 136.22 149920 01/19/2012 011438 BAKER, BLYTHE EDEN High Hopes dance/choir:Nov/Dec 135.00 135.00 149921 01/19/2012 003048 BOYS & GIRLS CLUB 11/12 CDBG pymt # 1 4,870.50 4,870.50 149922 01/19/2012 013265 CALIF BUILDING 4th qtr sb14732011 659.00 659.00 149923 01/19/2012 000638 CALIF DEPT OF 2011 4th Qtr pmt:strong motion 1,768.85 1,768.85 CONSERVATION 149924 01/19/2012 004405 COMMUNITY HEALTH Community Health Charities Payment 62.00 62.00 CHARITIES 149925 01/19/2012 013379 COUSSOU, CELINE TCSD Instructor Eamings 241.50 241.50 149926 01/19/2012 014595 CUFFEL, KEVIN refund:sec dep & rm rental:CRC 316.00 316.00 149927 01/19/2012 014364 CUNNINGHAM, GRISELDA TCSD Instructor Eamings 336.00 336.00 CLEMENTINA Pagel apChkLst Final Check List Page: 2 01/19/2012 9:46:52AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 149928 01/19/2012 013622 CURRY, CHASEY High Hopes dance/choir:Oct-Dec 149929 01/19/2012 014596 DANIELS IV, THOMAS M. refund:sec dep:rm rental:MPSC 149930 01/19/2012 009392 DE FAZIO, SANTO Entertainment:mpsc new year party 1/5 149931 01/19/2012 014009 DRIVERS LICENSE GUIDE 2012 ID checking guides:Police COMPANY 149932 01/19/2012 000165 FEDERAL EXPRESS INC 11/7-12/6 city express mail svcs 149933 01/19/2012 003747 FINE ARTS NETWORK sttlmnt: Annie Jan' 12 149934 01/19/2012 003347 FIRST BANKCARD CENTER 013995 CVS PHARMACY 162.00 162.00 150.00 150.00 150.00 150.00 30.81 30.81 433.62 433.62 28,486.22 28,486.22 GY gift cards emp luncheon 12/7 584.70 JC bank fees dec '11 47.45 632.15 149935 01/19/2012 003633 FOOTHILL EASTERN May -Oct '11 toll roads usage:var.depts. 113.55 113.55 TRANSPORTN. 149936 01/19/2012 014556 FOULK, ANDREW disk images: NYE 2012 Old Town 300.00 300.00 149937 01/19/2012 002982 FRANCHISE TAX BOARD SUPPORT PAYMENT 50.00 50.00 149938 01/19/2012 013552 GANDS PRODUCTIONS LLC sttlmnt: Country at the Merc 1/14 776.25 sttlmnt: Country at the Merc 1/7 483.75 1,260.00 149939 01/19/2012 014597 HACKWORTH, VICKIE & ALTON refund:sec dep:conference ctr 150.00 150.00 149940 01/19/2012 012204 HERITAGE FAMILY MINISTRIES 149941 01/19/2012 003624 HOWELL, ANN MARIE 149942 01/19/2012 014492 HUGHES, LUTHER C. 149943 01/19/2012 000194 IC MA RETIREMENT -PLAN 303355 149944 01/19/2012 014598 INTHAVONG, RICKY TCSD Instructor Eamings TCSD Instructor Eamings Dec graphic design svc:eco dev theater performance 1/20/12 ICMA Retirement Trust 457 Payment refund:Little Jumpers 1723.103 1,137.50 262.50 3,192.90 2,000.00 1,400.00 3,192.90 2,000.00 6,031.22 6,031.22 60.80 60.80 Page2 apChkLst Final Check List Page: 3 01/19/2012 9:46:52AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 149945 01/19/2012 011886 JMG SECURITY SYSTEMS refund:permit fees:F11-0500 846.00 846.00 149946 01/19/2012 004412 LEANDER, KERRY D. TCSD instructor earnings 1,176.00 1,176.00 149947 01/19/2012 014599 LEO, ANNE refund:picnic rental:RRSP 90.00 90.00 149948 01/19/2012 014333 MCGRATH RENTCORP Gas monitor repair: Sta 73 309.79 309.79 149949 01/19/2012 013972 NAT'L PROCUREMENT membership dues: M. Vollmuth 90.00 90.00 149950 01/19/2012 014600 NORDGREN, DESIREE refund:CPR/AED:Fire 80.00 80.00 149951 01/19/2012 010320 PETCO ANIMAL SUPPLIES INC Food & supplies:police K-9 unit 138.44 138.44 149952 01/19/2012 005075 PRUDENTIAL OVERALL Dec floor mat & towel rentals:civic cntr 525.99 SUPPLY credit:billing adj/civic cntr -30.14 495.85 149953 01/19/2012 000262 RANCHO CALIF WATER Jan var water meters:TCSD svc lev C 3,351.48 DISTRICT Jan var water meters:TCSD & PW Dec Lndscp water meter:Calle Elenita Dec var water meters:41951 Moraga 70.57 28.36 6.32 3,456.73 149954 01/19/2012 000267 RIVERSIDE CO FIRE Jul -Sept '11 fire services 700,093.33 700,093.33 DEPARTMENT 149955 01/19/2012 014601 RUBIO, ALELANDRINA refund:sec dep:rm rental:CRC 400.00 400.00 149956 01/19/2012 001919 SENIOR CITIZENS SERVICE FY11/12 Community Service Funding 5,000.00 5,000.00 CENTER 149957 01/19/2012 008529 SHERIFFS CIVIL DIV- SUPPORT PAYMENT 200.00 200.00 CENTRAL 149958 01/19/2012 008529 SHERIFFS CIVIL DIV- SUPPORT PAYMENT 100.00 100.00 CENTRAL 149959 01/19/2012 009213 SHERRY BERRY MUSIC Jazz © the Merc 01/12/12 522.00 Jazz © the Merc 01/05/12 262.50 784.50 149960 01/19/2012 000374 SO CALIF EDISON reloc srvcs @ madison/mccabe:f.v.pkwy 2,517.30 2,517.30 Pages apChkLst Final Check List Page: 4 01/19/2012 9:46:52AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 149961 01/19/2012 000537 SO CALIF EDISON Jan 2-01-202-7330:var LS-1Allnite 77,155.43 Dec 2-02-351-5281:CRC 4,453.20 Dec 2-20-798-3248:C. Museum 844.07 Dec 2-28-171-2620:40820 Winchester 684.55 Dec 2-10-331-2153:28816 Pujol St 632.53 Dec 2-30-608-9384:28582 Harveston 483.70 Jan 2-33-777-1950:40135 Village Rd 246.09 Dec 2-30-066-2889:30051 Rancho vista 22.79 84,522.36 149962 01/19/2012 001505 STEFFEN, SUE reimb:council photos and frames 145.36 145.36 149963 01/19/2012 014594 STEIN, ASHLEY M. Refund:duplicate payment 23.55 23.55 149964 01/19/2012 004260 TEMECULA STAMP & Date stamps:finance dept 121.42 121.42 GRAPHICS 149965 01/19/2012 000515 TEMECULA VALLEY CHAMBER FY11/123rd Qtr Sponsorship 34,065.00 34,065.00 OF 149966 01/19/2012 003849 TERRYBERRY COMPANY SERVICE PINS:EMP RECOGNITION 92.65 92.65 PGRM 149967 01/19/2012 001022 THOMPSON PUBLISHING Sales tax/fed grants handbook:Finance 29.37 29.37 GROUP INC 149968 01/19/2012 010276 TIME WARNER CABLE Jan high speed intemet: FS #92 44.95 44.95 149969 01/19/2012 011805 TUSTIN, CITY OF 2012 membership dues:Agency 275.00 275.00 149970 01/19/2012 014413 U.S. DEPARTMENT OF SUPPORT PAYMENT 169.74 169.74 EDUCATION 149971 01/19/2012 000325 UNITED WAY United Way Charities Payment 51.00 51.00 149972 01/19/2012 004864 V N W CIRCLE OF CARE INC CDBG reimbursement # 4 pmt 617.94 617.94 149973 01/19/2012 004789 VERIZON Jan Internet svcs:Theater 140.00 12/28-1/27/12 Internet svcs:Library 0.08 140.08 149974 01/19/2012 006290 WOODCREST VEHICLE Installation gps cell data kits:Police 1,982.72 CENTER Install PDA holders:Police 60.00 2,042.72 149975 01/19/2012 014602 WOODSIDE, LENISE refund:sec dep:rm rental:CRC 150.00 150.00 Page4 apChkLst Final Check List Page: 5 01/19/2012 9:46:52AM CITY OF TEMECULA Grand total for UNION BANK OF CALIFORNIA: 1,133,710.95 Pages apChkLst Final Check List Page: 6 01/19/2012 9:46:52AM CITY OF TEMECULA 65 checks in this report. Grand Total All Checks. 1,133,710.95 Pages apChkLst Final Check List Page: 1 01/26/2012 11:36:15AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor Description 149976 01/26/2012 013367 ACTIVE MICRO INC MISC TOOLS/EQUIP: PW TRAFFIC 149977 01/26/2012 004802 ADLERHORST INTERNATIONAL training supplies: PD K-9 Rudy INC Dec training:PD K-9 Rudy/Astin 149978 01/26/2012 009374 ALLEGRO MUSICAL VENTURES piano tuning secs: theater Amount Paid Check Total 87.93 87.93 8.62 283.34 291.96 275.00 275.00 149979 01/26/2012 012943 ALPHA MECHANICAL SERVICE HVAC repair: CRC 160.00 INC 149980 01/26/2012 004422 AMERICAN BATTERY CORPORATION 149981 01/26/2012 012841 AMERICAN COUNCIL OF HVAC maint: Harveston 72.00 HVAC MAINT: FLD OP CTR 283.00 HVAC repairs: Library 548.14 HVAC repairs: Library 1,067.80 HVAC repairs: Library 480.71 HVAC MAINT: TV CHAPEL 50.00 HVAC MAINT: TV MUSEUM 150.00 HVAC MAINT: MPSC 235.00 HVAC maint: Ch Museum 725.09 HVAC REPAIR/MAINT: MPSC 235.00 4,006.74 signal batteries: pw traffic 493.17 signal batteries: pw traffic 91.05 584.22 (7) '12 CA CEQA guidelines 270.68 270.68 149982 01/26/2012 004240 AMERICAN FORENSIC NURSES DUI & drug screenings: Police 254.28 (AFN) DUI & drug screenings: Police 745.94 Feb Stand By Fee: Police 1,248.00 2,248.22 149983 01/26/2012 002187 ANIMAL FRIENDS OF THE Nov animal control services 10,000.00 10,000.00 VALLEYS 149984 01/26/2012 001323 ARROWHEAD WATER INC Sept -Dec water svc: VRMS 234.41 234.41 149985 01/26/2012 005946 AYERS DISTRIBUTING misc supplies: egg hunt '12 1,935.00 1,935.00 COMPANY 149986 01/26/2012 002541 BECKER CONSTRUCTION guardrail repair: ynez & waverly 3,365.00 3,365.00 SRVS INC 149987 01/26/2012 012583 BLANCA Y PRICE Nov landscape planck: planning 3,970.00 3,970.00 149988 01/26/2012 014509 BOB BARKER COMPANY INC holding bench:pd old town office 975.14 975.14 Pagel apChkLst Final Check List Page: 2 01/26/2012 11:36:15AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description 149989 01/26/2012 014329 BOOK WHOLESALERS, INC (1) BOOK: LIBRARY (16) BOOKS: LIBRARY (2) BOOKS: LIBRARY (80) BOOKS: LIBRARY (9) BOOKS: LIBRARY (5) BOOKS: LIBRARY (4) BOOKS: LIBRARY (6) BOOKS: LIBRARY (2) BOOKS: LIBRARY 149990 01/26/2012 014299 BOOKS ON TAPE (1) book on tape: Library (12) books on tape: Library (1) book on tape: Library (1) book on tape: Library (1) book on tape: Library Amount Paid Check Total 26.53 184.12 47.95 918.23 128.29 102.80 58.08 106.32 32.30 32.33 384.12 32.33 24.20 32.31 1,604.62 505.29 149991 01/26/2012 003138 CAL MAT PW patch truck materials 398.02 PW patch truck materials 632.21 PW patch truck materials 451.55 PW patch truck materials 1,709.68 PW patch truck materials 93.94 PW patch truck materials 88.36 PW patch truck materials 450.81 PW patch truck materials 450.07 PW patch truck materials 128.30 PW patch truck materials 488.38 PW patch truck materials 458.24 PW patch truck materials 712.32 PW patch truck materials 65.24 PW patch truck materials 440.40 6,567.52 149992 01/26/2012 004248 CALIF DEPT OF DUI & drug screenings: police 140.00 JUSTICE-ACCTING DUI & drug screenings: police 70.00 210.00 149993 01/26/2012 003577 CALIF STATE BOARD OF Jan -Dec '11 sales & use tax return 8,134.15 8,134.15 149994 01/26/2012 014609 CAMPBELL, KENTON SCOTT refund:dupl pmt online:bus Iic 022235 35.00 35.00 149995 01/26/2012 000131 CARL WARREN & COMPANY Dec liability claims svcs:finance 183.43 183.43 INC 149996 01/26/2012 009229 CERDA, SEBASTIAN S. settlement/release claim:11-740 505.29 505.29 149997 01/26/2012 000137 CHEVRON AND TEXACO City vehicles fuel: Police 1,837.57 1,837.57 Page:2 apChkLst 01/26/2012 11:36:15AM Final Check List CITY OF TEMECULA Page: 3 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 149998 01/26/2012 014520 COLD STAR, INC 149999 01/26/2012 009969 COMPUCOM SYSTEMS INC 150000 01/26/2012 000442 COMPUTER ALERT SYSTEMS 150001 01/26/2012 002945 CONSOLIDATED ELECTRICAL DIST. 150002 01/26/2012 012353 CONSTRUCTION TESTING 150003 01/26/2012 002631 COUNTS UNLIMITED INC 150004 01/26/2012 014364 CUNNINGHAM, GRISELDA CLEMENTINA 150005 01/26/2012 001393 DATA TICKET, INC. 150006 01/26/2012 014209 DOLPHIN SAFARI, INC. 150007 01/26/2012 004192 DOWNS COMMERCIAL FUELING INC 150008 01/26/2012 002390 EASTERN MUNICIPAL WATER DIST 150009 01/26/2012 014207 ENTERPRISE ELECTRIC DATACOM (Continued) Description snow: Winter Wonderland 12/16 MS LICENSE RENEWAL: INFO TECH SQL SERVER ADD'L LICENSES:INFC Jan -Mar alarm monitoring:citywide misc electrical supplies: CRC misc electrical supplies: Library misc electrical supplies: CRC misc electrical supplies: CRC misc supplies: tcsd maint geotech svcs:ped/bike bridge traffic count svcs: pw traffic TCSD Instructor Earnings Dec parking citation svcs: PD excursion: MPSC 2/7 Fuel for City vehicles: TCSD Fuel for City vehicles: Fuel for City vehicles: Fuel for City vehicles: Fuel for City vehicles: Fuel for City vehicles: Fuel for City vehicles: Fuel for City vehicles: Fuel for City vehicles: PW Traffic Police Code Enf B&S PW Maint Info Tech PW cipAdv/npde PW Ind/npdes Jan water meter:39569 Seraphina Rd Jan 95366-02 Diego Dr Ldscp electrical svcs:parking structure Amount Paid Check Total 3,622.78 56,004.32 2,599.44 5,325.00 30.17 64.11 64.65 130.38 252.14 7,959.00 330.00 399.00 1,539.80 550.00 1,764.85 303.13 56.06 499.16 231.53 1,735.01 31.25 274.35 152.55 76.15 72.36 3,622.78 58,603.76 5,325.00 541.45 7,959.00 330.00 399.00 1,539.80 550.00 5,047.89 148.51 852.00 852.00 Page:3 apChkLst Final Check List Page: 4 01/26/2012 11:36:15AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150010 01/26/2012 003347 FIRST BANKCARD CENTER 011383 CAL STATE SAN MARCOS ME regist:CSUSM conf 2/2/12 25.00 010461 DEMCO INC SJ glass mount display front door 29.12 012915 LUCILLE'S BBQ SJ meal:closed council mtg 12/13 285.99 010514 CAMPINI'S ITALIAN DELI MH RFP cnslt working lunch 12/12 45.69 013851 STORM SOURCE, LLC MH appointments plus: info tech 20.00 004811 HEWLETT PACKARD MH HP Pro color printer: info tech 377.11 014616 SOUTH COAST PRINTER CARE MH scanner repairs: info tech 500.00 013338 APPLE STORE MH ipad/accessories:council Naggar 906.89 007282 AMAZON.COM, INC MH ipad accessories: info tech 25.96 014617 TECHSMITH CORPORATION MH camtasia govt software:info tech 249.00 013851 STORM SOURCE, LLC MH appointments plus: info tech 20.00 014618 BODELIN, INC. MH proprompter app software: info tech 995.00 013338 APPLE STORE MH ipad/accessories: council 604.02 150011 01/26/2012 011121 FORM BASED CODES regist:SD conf 2/1 PR/LW/KI/DW 380.00 INSTITUTE 4,083.78 380.00 150012 01/26/2012 011145 FOSTER, JILL C. TCSD instructor earnings 1,267.94 TCSD instructor earnings 743.16 TCSD instructor earnings 2,502.50 TCSD instructor earnings 1,619.80 6,133.40 150013 01/26/2012 013552 GANDS PRODUCTIONS LLC sttlmnt: Country at the Merc 1/21 382.50 382.50 150014 01/26/2012 014100 GODS FAN CLUB Community Service Funding 11/12 5,000.00 5,000.00 150015 01/26/2012 011883 GOOGLE INC. (3) google earth pro licenses:3/12-13 1,289.77 1,289.77 150016 01/26/2012 014402 GROEPPER, BROOKE TCSD instructor earnings 1,601.60 TCSD instructor earnings 1,601.60 TCSD instructor earnings 2,402.40 TCSD instructor earnings 2,395.95 8,001.55 150017 01/26/2012 014614 HARMON-MARKS, VELDA refund:sec dep:rm rental:Harveston 200.00 200.00 150018 01/26/2012 014606 HEDGES, DANIEL settlement/release claim:11-747 1,270.56 1,270.56 Page:4 apChkLst Final Check List Page: 5 01/26/2012 11:36:15AM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150019 01/26/2012 014465 HILLCREST CONTRACTING INC Dec const:roripaugh rch st impv 241,470.40 241,470.40 150020 01/26/2012 007595 LEAK, ANTHONY refund:sec dep:rm rental:Harveston 200.00 200.00 150021 01/26/2012 004905 LIEBERT, CASSIDY & Dec HR legal svcs for TE060-01 3,075.00 3,075.00 WHITMORE 150022 01/26/2012 008610 M C R STAMPS Entertainment:high hopes pgrm 12/16 25.00 Entertainment:high hopes pgrm 1/6 25.00 50.00 150023 01/26/2012 000944 MCCAIN TRAFFIC SUPPLY INC Traffic signal equip:pw traffic 484.88 484.88 150024 01/26/2012 014612 MCFALL, KARI refund:VICR fee:Receipt #352073 30.00 30.00 150025 01/26/2012 006571 MELODY'S AD WORKS INC. Reimbursement:marketing expenses 54.89 54.89 150026 01/26/2012 014615 MIRAMONTES, NAJELIE refund:sec dep:rm rental:Harveston 200.00 200.00 150027 01/26/2012 001986 MUZAK LLC Feb dish network programing:foc 123.18 123.18 150028 01/26/2012 014610 NHO, HELEN refund:dupl pmt online:bus lic 028615 35.00 35.00 150029 01/26/2012 014607 NORRINGTON, ASH settlement/release claim:11-744 150.00 150.00 150030 01/26/2012 002139 NORTH COUNTY TIMES Dec newspaper subscr:MPSC 28.60 28.60 150031 01/26/2012 003964 OFFICE DEPOT BUSINESS SVS MISC OFFICE SUPPLIES:PD MALL DIV OFFICE Misc office supplies:sister cities pgrm Misc office supplies:public works MISC OFFICE SUPPLIES:CHILDREN: 150032 01/26/2012 002105 OLD TOWN TIRE & SERVICE City Vehicle Maint Svcs:TCSD City Vehicle Maint Svcs:TCSD City Vehicle Maint Svcs:TCSD City Vehicle Maint Svcs:TCSD 150033 01/26/2012 002105 OLD TOWN TIRE & SERVICE City Vehicle Maint Svcs:Code Enf 61.67 42.59 195.68 36.73 60.02 1,294.00 50.39 50.39 336.67 1,454.80 1,123.62 1,123.62 Page:5 apChkLst 01/26/2012 11:36:15AM Final Check List CITY OF TEMECULA Page: 6 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 150034 01/26/2012 002105 OLD TOWN TIRE & SERVICE (Continued) Description Amount Paid Check Total CITY VEHICLE MAINT SVCS:PW MAINT CITY VEHICLE MAI NT SVCS:PW MAI City Vehicle Maint Svcs:PW CIP CITY VEHICLE MAINT SVCS:PW MAI CITY VEHICLE MAINT SVCS:PW MAI CITY VEHICLE MAI NT SVCS:PW MAI CITY VEHICLE MAINT SVCS:PW MAI 150035 01/26/2012 001171 ORIENTAL TRADING COMPANY Misc supplies:var special events INC 150036 01/26/2012 000249 PETTY CASH 150037 01/26/2012 014608 POTTER, JAMES 150038 01/26/2012 012904 PRO ACTIVE FIRE DESIGN 150039 01/26/2012 013725 PROCRAFT INC 150040 01/26/2012 005075 PRUDENTIAL OVERALL SUPPLY 150041 01/26/2012 009066 RADAR SHOP INC, THE 150042 01/26/2012 000262 RANCHO CALIF WATER DISTRICT 150043 01/26/2012 002110 RENTAL SERVICE CORPORATION 150044 01/26/2012 004498 REPUBLIC INTELLIGENT 150045 01/26/2012 000418 RIVERSIDE CO CLERK & RECORDER 150046 01/26/2012 014027 RIVERSIDE CO ECO DEV AGENCY 150047 01/26/2012 000411 RIVERSIDE CO FLOOD CONTROL Petty Cash Reimbursement settlement/release claim:11-748 Dec plan check srvcs:Fire Prev Gym entrance door repairs: crc Dec uniform/flr mat/twl rental:citywide credit:billing adjustment-hrvstn/pw/csd radar gun maint & repair:police Jan var water meters:Fire Stns Jan var water meters:TCSD & PW Jan var water meters:TCSD svc Iev C Jan 01-02-02001-0 crc EQUIP RENTAL & MAINT:PW MAINT Dec traffic sgnl repair & maint:pw Ntc of exemption:duck pond fence Jul -Dec '11 staffing: library 48.00 110.49 95.00 144.69 612.05 36.27 79.37 145.94 476.83 828.62 7,694.30 479.00 1,312.96 -29.51 524.00 148.41 303.59 4,488.21 418.77 19.48 554.34 64.00 83,720.00 Deposit based fee:W. Bypass Bridge 10,000.00 1,125.87 145.94 476.83 828.62 7,694.30 479.00 1,283.45 524.00 5,358.98 19.48 554.34 64.00 83,720.00 10,000.00 Page:6 apChkLst 01/26/2012 11:36:15AM Final Check List CITY OF TEMECULA Page: 7 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 150048 01/26/2012 001592 RIVERSIDE CO INFO TECHNOLOGY 150049 01/26/2012 014613 RIVERSIDE COUNTY 150050 01/26/2012 001365 RIVERSIDE COUNTY OF (Continued) Description Dec radio rental:police/park rangers refund:VICR fee:Receipt #352073 '12 renew permit:FOC 150051 01/26/2012 004822 RIVERSIDE TRANSIT AGENCY DEC '11 TROLLEY SERVICES 150052 01/26/2012 014593 RKR MARKETING & ADVERTISING 150053 01/26/2012 009213 SHERRY BERRY MUSIC 150054 01/26/2012 000645 SMART & FINAL INC 150055 01/26/2012 000537 SO CALIF EDISON 150056 01/26/2012 001212 SO CALIF GAS COMPANY 150057 01/26/2012 002503 SOUTH COAST AIR QUALITY 150058 01/26/2012 000519 SOUTH COUNTY PEST CONTROL INC 150059 01/26/2012 012422 SOUTHERN CALIF LIGHTING INC 150060 01/26/2012 002015 STAR WAY PRODUCTIONS Mailing srvcs:business license Jazz @ the Merc 01/19 Misc supplies:high hopes prgm ARTIST HOSPITALITY SUPPLIES: TI - Dec 2-31-693-9784:26036 Ynez TC1 Dec 2-26-887-0789:40233 Village Rd Dec 2-27-560-0625:32380 Deerhollow Dec 2-30-296-9522:31035 Ranchovist Dec 2-30-099-3847:29721 Ryecrest Dec 2-29-974-7568:26953 Ynez TC1 Dec 2-31-419-2659:26706 Ynez TC1 Dec 2-28-331-4847:32805 Pauba LS3 Jan 2-33-237-4818:30499 Rancho cal Dec 2-00-397-5059:Comm Sery Utl Dec 2-33-357-5785:44747 Redhawk Dec 055-475-6169-5:PBSP Jan 015-575-0195-2:32211 Wolf vly rd FY 11/12 oper. fees:City Hall FY 11/12 emissions fees:City Hall pest control srvcs: rotary park 12/30 Pest control srvcs:fire station 84 bal due holiday lights & install:Old Oct '11 sound sys maint srvcs:old town Oct '11 sound sys maint srvcs:old town 150061 01/26/2012 003840 STRONGS PAINTING Painting srvcs:mpsc Amount Paid Check Total 1,236.04 92.00 1,098.00 1,636.10 4,320.00 294.00 225.76 113.70 459.99 1,498.30 2,385.46 383.20 22.52 139.50 84.92 133.31 463.17 6,172.43 27.42 25.78 428.05 303.56 112.85 94.00 80.00 12,750.00 2,270.00 240.00 1,236.04 92.00 1,098.00 1,636.10 4,320.00 294.00 339.46 11,770.22 453.83 416.41 174.00 12,750.00 2,510.00 15,000.00 15,000.00 Page:7 apChkLst 01/26/2012 11:36:15AM Final Check List CITY OF TEMECULA Page: 8 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 150062 01/26/2012 009061 STURDIVANT, ANGELA P. 150063 01/26/2012 013387 SWEEPING UNLIMITED INC 150064 01/26/2012 014611 T P C TRANSPORTATION 150065 01/26/2012 000305 TARGET BANK BUS CARD SRVCS 150066 01/26/2012 010679 TEMECULA AUTO REPAIR/RADIATOR 150067 01/26/2012 011736 TEMECULA TROPHY INC 150068 01/26/2012 010046 TEMECULAVALLEY CONVENTION & (Continued) Description TCSD Instructor Earnings Jan sweeping: parking structure refund:dupl pmt:bus lic 037131 Misc supplies:var special events Misc supplies: high hopes prgrm Misc supplies:harveston center Misc supplies:children's museum Cityveh repair& maint:prevention Cityveh repair& maint:prevention Veh repair & maint: Medics Trophies:winter/spring sports pgrm Nov '11 Bus. Impry District Asmnts 150069 01/26/2012 004274 TEMECULA VALLEY SECURITY Locksmith srvcs:crc CENTR 150070 01/26/2012 011090 TEMECULAVALLEY TRANSPORTATION 150071 01/26/2012 011403 TEMECURICH LLC 150072 01/26/2012 003862 THYSSENKRUPP ELEVATOR.BRNCH 37 150073 01/26/2012 010276 TIME WARNER CABLE 150074 01/26/2012 004124 TRUELINE Transportation srvcs:smr day camp 8/4 refund:bal on Trust acct 10000:Temecu Jan -Mar elevator inspection: citywide elevator repair:history museum 11/5 Jan high speed Internet: FS #92 Feb high speed internet:Civic Center Resurface: reagan roller hockey rink 150075 01/26/2012 001561 U S A MOBILITY WIRELESS INC Jan paging/rental svcs:TCSD & PW 150076 01/26/2012 012549 UPODIUM 150077 01/26/2012 004261 VERIZON Veh repair & maint: Sta 84 Jan xxx-0073 general usage Jan xxx-5072 general usage Jan xxx-0074 general usage Amount Paid Check Total 100.80 500.00 35.00 184.87 104.97 107.48 64.01 239.83 69.95 1,047 84 352.77 95,033.05 158.49 2,920.50 74.80 4,200.00 926.75 102.17 4,326.09 11,480.00 96.44 18.19 91.36 1,395.07 2,521.43 100.80 500.00 35.00 461.33 1,357.62 352.77 95,033.05 158.49 2,920.50 74.80 5,126.75 4,428.26 11,480.00 96.44 18.19 4,007.86 Page:8 apChkLst 01/26/2012 11:36:15AM Final Check List CITY OF TEMECULA Page: 9 Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor 150078 01/26/2012 004789 VERIZON 150079 01/26/2012 009101 VISION ONE INC (Continued) Description Jan Internet svcs:Library Jan Internet svc:Tem PD DSL Jan Internet svcs:Civic Center Dec ShoWare ticketing srvcs: Theater 150080 01/26/2012 001342 WAXIE SANITARY SUPPLY INC CLEANING SUPPLIES:CITYWIDE 150081 01/26/2012 003730 WEST COAST ARBORISTS INC 150082 01/26/2012 000339 WEST PUBLISHING CORP 12/1-15 tree trimming srvcs:pw maint 12/5-1/4 judicial updates: City Clerk Amount Paid Check Total 174.99 49.99 269.99 2,879.00 65.11 13,192.00 444.50 Grand total for UNION BANK OF CALIFORNIA: 494.97 2,879.00 65.11 13,192.00 444.50 715,897.27 Page:9 apChkLst Final Check List Page: 10 01126/2012 11:36:15AM CITY OF TEMECULA 107 checks in this report. Grand Total All Checks: 715,897.27 Pagel 0 apChkLst Final Check List Page: 1 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA Check # Date Vendor Description Amount Paid Check Total 1855 01/27/2012 005460 U S BANK 2010 RDA TABs Series A DS Pmt 10,837.50 10,837.50 1856 01/27/2012 005460 U S BANK 2006 RDA TABs Series A DS Pmt 363,318.13 363,318.13 1857 01/27/2012 005460 U S BANK 2002 RDA TABs DS Pmt 630,355.63 630,355.63 1858 01/30/2012 005460 U S BANK 2011 RDA TABS Series A DS Pmt 555,996.88 555,996.88 1859 01/27/2012 005460 U S BANK 2010 RDA TABs Series B DS Pmt 491,959.90 491,959.90 1860 01/30/2012 007659 FIRST AMERICAN TITLE land acquisition: apn 940-030-002 154,000.00 154,000.00 INSURANCE 1861 01/30/2012 003486 LAWYERS TITLE COMPANY land acquisition: apn 940-140-010 135,000.00 135,000.00 1862 01/31/2012 014624 GRANT FUNDS RECIPIANT RDA/AMCAL Pujol Fund 983,122.96 983,122.96 CORP 1863 02/02/2012 010349 CALIF DEPT OF CHILD Support Payment 738.45 738.45 SUPPORT 1864 02/02/2012 000283 INSTATAX (IRS) 2011 941X MEDICARE PAYMENT 872.70 872.70 1865 02/02/2012 000389 NATIONWIDE RETIREMENT OBRA- Project Retirement Payment 2,729.56 2,729.56 SOLUTION 1866 02/02/2012 000283 INSTATAX (IRS) Federal Income Taxes Payment 74,954.13 74,954.13 1867 02/02/2012 000444 INSTATAX (EDD) State Disability Ins Payment 21,430.70 21,430.70 1868 02/02/2012 001065 NATIONWIDE RETIREMENT Nationwide Retirement Payment 14,592.28 14,592.28 SOLUTION 1869 02/02/2012 000246 PERS (EMPLOYEES' PERS ER Paid Member Contr Payment 131,149.36 131,149.36 RETIREMENT) 1870 02/02/2012 000642 TEMECULA CITY FLEXIBLE Child Care Reimbursement Payment 7,865.38 7,865.38 1871 02/02/2012 000245 PERS-HEALTH INSUR PERS Health Admin Cost Payment 85,415.81 PREMIUM Blue Shield HMO Payment 0.00 85,415.81 Pagel apChkLst Final Check List Page: 2 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150083 02/02/2012 003552 A F L A C AFLAC Cancer Payment 3,065.74 3,065.74 150084 02/02/2012 013367 ACTIVE MICRO INC MISC TOOLS/EQUIP: PW TRAFFIC 679.59 679.59 150085 02/02/2012 009374 ALLEGRO MUSICAL VENTURES piano tuning svcs: theater 170.00 170.00 150086 02/02/2012 004240 AMERICAN FORENSIC NURSES DUI & drug screenings: Police 852.84 (AFN) DUI & drug screenings: Police 623.32 1,476.16 150087 02/02/2012 000747 AMERICAN PLANNING '12 APA mb 008922:Johnson, Robert 410.00 410.00 ASSOCIATION 150088 02/02/2012 013950 AQUA CHILL OF SAN DIEGO Jan drinking watersvc:civic ctr 148.70 148.70 150089 02/02/2012 001323 ARROWHEAD WATER INC OCT -DEC WATER SVC: PBSP 197.62 197.62 150090 02/02/2012 011752 ASAN SOCIETY GROUP - refund:sec dep:kitchen rental:CRC 150.00 150.00 150091 02/02/2012 011775 ASSN OF COMMERCIAL REAL '12 eco summit: PR/LW/CD 120.00 120.00 ESTATE 150092 02/02/2012 004205 BALLET FOLKLORICO TCSD Instructor Eamings 210.00 210.00 150093 02/02/2012 005709 BAMM PROMOTIONAL awards: softball pgrm 6,831.35 6,831.35 PRODUCTS 150094 02/02/2012 008868 BANK OF SACRAMENTO Escrw2893-159:RJ NobleNVnchstr Rd 4,196.44 4,196.44 150095 02/02/2012 014623 BERENS-TATE CONSULTING bond verification report 2,000.00 2,000.00 GRP INC 150096 02/02/2012 004262 BIO-TOX LABORATORIES DUI & drug screenings: Police 889.80 DUI & drug screenings: Police 1,658.96 DUI & drug screenings: Police 1,535.50 4,084.26 150097 02/02/2012 012583 BLANCA Y PRICE Dec landscape planck: Planning 13,530.76 13,530.76 150098 02/02/2012 008605 BONTERRA CONSULTING 11/11-12/9 CNSLT:RRSP BASIN 862.90 862.90 150099 02/02/2012 010576 BOYS & GIRLS CLUB OF community service funding FY 11/12 5,000.00 5,000.00 Page2 apChkLst Final Check List Page: 3 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150100 02/02/2012 014530 BRYAN'S GUITARS & MUSIC, Emergency Supplies: Fire INC 150101 02/02/2012 001035 C R & R INC Jul -Dec '11 trash hauling services 150102 02/02/2012 003138 CAL MAT PW patch truck materials PW patch truck materials 150103 02/02/2012 001089 CALIF DEBT & INVESTMENT reporting fee: 2011-1270 467.64 467.64 2,975,910.00 2,975,910.00 264.94 410.66 675.60 3,000.00 3,000.00 150104 02/02/2012 004248 CALIF DEPT OF credit: instructors pd for livescans -96.00 JUSTICE-ACCTING NOV FINGERPRINTING SVC: POLICE 3,347.00 150105 02/02/2012 009847 CALIFORNIA PRESENTERS '12 CA Presenters mb 6700:Theater 125.00 150106 02/02/2012 004971 CANON FINANCIAL SERVICES, Feb copier lease: Fire 182.55 INC Feb copier lease: civic center 3,004.54 150107 02/02/2012 000137 CHEVRON AND TEXACO City vehicles fuel: CM 10.00 150108 02/02/2012 004405 COMMUNITY HEALTH Community Health Charities Payment CHARITIES 150109 02/02/2012 000447 COMTRONIX radio maint: PW Maint COMMUNICATIONS 150110 02/02/2012 002945 CONSOLIDATED ELECTRICAL misc electrical supplies: Library DIST. 150111 02/02/2012 013379 COUSSOU, CELINE misc electrical supplies: CRC TCSD Instructor Eamings TCSD Instructor Eamings 150112 02/02/2012 013560 CROWN BUILDING MAINT CO NOV JANITORIAL SVC:HARVESTON PK INC OCT JANITORIAL SVC:HARVESTON PK DEC JANITORIAL SVC:HARVESTON PK SEPT JANITORIAL SVC:HARVESTON PK OCT JANITORIAL SVCS: HARVESTON NOV JANITORIAL SVCS: HARVESTON DEC JANITORIAL SVCS: CITY FACIL!TIE: SEPT JANITORIAL SVCS: HARVESTON DEC JANITORIAL SVCS: HARVESTON DEC JANITORIAL SVCS: FLD OP CTR 150113 02/02/2012 012600 DAVID EVANS & ASSOCIATES DEC CNSLT SVC:BUTTERFIELD RD INC EXT 62.00 250.00 128.22 80.81 94.50 98.00 131.84 131.84 131.84 131.84 233.96 233.96 4,077.02 233.96 233.96 763.80 3,251.00 125.00 3,187.09 10.00 62.00 250.00 209.03 192.50 6,304.02 1,438.72 1,438.72 Pages apChkLst Final Check List Page: 4 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150114 02/02/2012 002990 DAVID TURCH & ASSOCIATES Jan legislative cnslt svc: CM 150115 02/02/2012 003945 DIAMOND ENVIRONMENTAL SRVCS 3,500.00 3,500.00 Feb restroom svc: Vail Ranch park 52.78 Jan restroom svc: Vail Ranch park Feb restroom svc: Riverton park Jan restroom svc: Riverton park Jan restroom svc: GOHS Jan restroom svc: Long Cyn park Feb restroom svc: Long Cyn park Jan restroom svc: Veterans park Feb restroom svc: Veterans park 150116 02/02/2012 014620 DISC NATION (3) disc golf baskets:special games 150117 02/02/2012 014359 D -PREP, LLC regist:crime prey Coronado 2/28-3/1 150118 02/02/2012 004829 ELLISON WILSON ADVOCACY Jan legislative cnslt svc: CM LLC 150119 02/02/2012 011202 EMH SPORTS & FITNESS TCSD instructor earnings INSTITUTE 150120 02/02/2012 011203 ENVIRONMENTAL CLEANING 52.78 52.78 52.78 52.78 52.78 52.78 52.78 52.78 475.02 743.94 743.94 393.00 393.00 3,500.00 3,500.00 357.00 TCSD instructor earnings 280.00 TCSD instructor earnings 322.00 959.00 Dec janitorial svcs: TCSD parks 5,265.00 Dec janitorial svcs:pd substation 571.86 5,836.86 150121 02/02/2012 000164 ESGIL CORPORATION DEC PLAN CHECK SVCS: B&S 174.30 174.30 Page4 apChkLst Final Check List Page: 5 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor 150123 02/02/2012 001056 EXCEL LANDSCAPE Description Amount Paid Check Total landscape maint: sam hicks park irrigation repairs: pala park irrigation repairs: vail ranch park Dec landscape maint:south slopes Dec landscape maint: parks Dec landscape maint:north slopes IRRIGATION REPAIRS: SIGNET SERIES Dec landscape maint: city facilities irrigation repairs: civic ctr Dec landscape maint: medians Dec landscape maint: parks irrigation repairs: wolf creek park IRRIGATION REPAIRS: VAIL RANCH IRRIGATION REPAIRS: VAIL RANCH IRRIGATION REPAIRS: RIDGEVIEW IRRIGATION REPAIRS: CAMPOS VERDE: irrigation repairs: vail ranch slopes IRRIGATION REPAIRS: VAIL RANCH irrigation repairs: MPSC irrigation repairs: overland irrigation repairs: vail ranch IRRIGATION REPAIRS: VAIL RANCH landscape maint: Library drain repair: crowne hill park irrigation repairs: martinique slopes irrigation repairs: vail ranch irrigation repairs: calle aragon park 150124 02/02/2012 014622 FARRELL, GREGORY refund:overpmt spec tax:Harveston 11 261.24 287.03 122.04 34,844.87 47,825.10 19,749.97 323.53 9,443.13 450.00 16,469.70 50,935.88 411.68 498.39 271.51 287.00 176.72 257.32 261.65 121.72 43.51 264.94 268.69 675.00 284.65 112.21 166.46 83.00 184,896.94 231.64 231.64 150125 02/02/2012 003347 FIRST BANKCARD CENTER 006952 PAYPAL AA Verisign Pay0ow Pro Transaction 268.00 000152 CALIF PARKS & RECREATION AA CPRS award submittal: TCSD 55.00 SOC 000152 CALIF PARKS & RECREATION SOC 150126 02/02/2012 002982 FRANCHISE TAX BOARD 150127 02/02/2012 000172 GAS B 150128 02/02/2012 013076 GAUDET, YVONNE M. AA CPRS '12 mb: TCSD AA misc dec account adj SUPPORT PAYMENT GARS subscrp'12: Wilson, Genie TCSD instructor earnings 165.00 117.63 605.63 50.00 50.00 545.00 545.00 585.20 585.20 Pages apChkLst Final Check List Page: 6 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150129 02/02/2012 012066 GEOCON WEST, INC Dec geotech svc:roripaugh ranch 150130 02/02/2012 005405 GILLILAND, ROBIN reimb:Japan airfare 4/9-12 sister city 150131 02/02/2012 007078 GIRL SCOUTS OF SAN refund:sec dep:rm rental:CRC GORGON 10 150132 02/02/2012 000177 GLENN IES OFFICE PRODUCTS Office Supplies: Finance INC 150133 02/02/2012 009608 GOLDEN VALLEY MUSIC sttlmnt: The Suite Life 1/21 SOCIETY 150134 02/02/2012 004479 HAMPTON INN & SUITES 150135 02/02/2012 004188 HARRIS & ASSOCIATES 150136 02/02/2012 000194 IC MA RETIREMENT -PLAN 303355 150137 02/02/2012 000863 IP MA 150138 02/02/2012 004406 IGOE & COMPANY INC 150139 02/02/2012 001186 IRWIN, JOHN 150140 02/02/2012 012883 JACOB'S HOUSE INC 150141 02/02/2012 007436 LARICCIA, CYNTHIA 150142 02/02/2012 014631 LASD VOLUNTEER ASSOCIATION 150143 02/02/2012 013987 LAW OFFICES OF 150144 02/02/2012 000482 LEIGHTON CONSULTING INC 150145 02/02/2012 013982 MCI COMM SERVICE 6,467.50 6,467.50 2,076.00 2,076.00 150.00 150.00 190.98 190.98 832.51 sttlmnt: A Klezmer Celebration 1/29 1,676.57 sttlmnt: Classics at the Merc Jan '12 85472130 htl SD 2/28-3/1 crime pry Dec const traffic control:paving ICMA Retirement Trust 457 Payment '12 IPMA-HR mb: GY/BG/DL Feb flex benefit plan pmt TCSD instructor earnings TCSD instructor earnings Jacob's House Charity Payment reimb: (2) frames for zoning maps law enf vol cf 2/18 (5) attendees Dec legal svc:rowwestem bypass Dec geotech svc:winchester rd Jan xxx-0346 general usage Jan xxx-0714 gen usage:PD mall alarm 746.20 3,255.28 247.65 247.65 5,445.00 5,445.00 7,083.20 7,083.20 369.00 369.00 320.00 320.00 96.60 646.80 743.40 140.00 140.00 86.18 86.18 125.00 125.00 1,830.12 1,830.12 1,884.40 1,884.40 30.68 31.67 62.35 Pages apChkLst Final Check List Page: 7 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor 150146 02/02/2012 004141 MAINTEX INC 150147 02/02/2012 004307 MARINE BIOCHEMISTS 150148 02/02/2012 011179 MC MILLIN REDHAWK LLC 150149 02/02/2012 014630 MCDONALD'S 150150 02/02/2012 014625 MENDEZ, YOLANDA 150151 02/02/2012 003076 MET LIFE INSURANCE COMPANY 150152 02/02/2012 012962 MILLER, MISTY 150153 02/02/2012 001892 MOBILE MODULAR 150154 02/02/2012 010908 MR APPLIANCE OF WINCHESTER 150155 02/02/2012 009443 MUNYON, DENNIS G. Description Amount Paid Check Total Misc cleaning supplies:citywide/csd 1,696.24 Misc supplies:csd maint Jan water maint srvcs:Harv/Duck Pond 92.88 1,789.12 3,900.00 3,900.00 TCSD Instructor Eamings 560.00 TCSD Instructor Eamings 168.00 TCSD Instructor Eamings 175.00 903.00 refund:sec dep:rm rental:CRC 150.00 150.00 refund:CPR/AED class 8250.101 25.00 25.00 MetLife Dental Insurance Payment 7,187.94 7,187.94 TCSD Instructor Eamings 514.50 TCSD Instructor Eamings 182.00 TCSD Instructor Eamings 98.00 794.50 1/13-2/11 modular bldg lease: OATC 614.18 614.18 Appliance repair/maint:pbsp snack bar 284.25 284.25 Feb -Apr '12 prkg lot rent:theater 2,375.00 2,375.00 150156 02/02/2012 013375 MYERS-RUSSO, ERICA TCSD Instructor Eamings 168.00 TCSD Instructor Eamings 252.00 TCSD Instructor Eamings 252.00 TCSD Instructor Eamings 336.00 TCSD Instructor Eamings 67.20 TCSD Instructor Eamings 100.80 TCSD Instructor Eamings 77.00 TCSD Instructor Eamings 32.00 1,285.00 150157 02/02/2012 012978 NAIOP '12 membership dues:C.Damko 219936 510.00 510.00 150158 02/02/2012 008528 NICHOLS, MELBURG & DEC DSGN 4,340.82 4,340.82 ROSETTO SRVCS:O.T.INFRASTRUCTU RE PRJTS 150159 02/02/2012 002139 NORTH COUNTY TIMES Oct -Dec display ads:O.T. events 600.00 600.00 Page:7 apChkLst Final Check List Page: 8 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor 150160 02/02/2012 003964 OFFICE DEPOT BUSINESS SVS DIV 150161 02/02/2012 002105 OLD TOWN TIRE & SERVICE Description Amount Paid Check Total Printing srvcs:planning dept 376.69 Business cards: B. Lowrey 106.79 Printing srvcs:city business cards City Vehicle Maint Svcs:TCSD City Vehicle Maint Svcs:TCSD City Vehicle Maint Svcs:TCSD 121.01 604.49 55.00 338.60 945.73 1,339.33 150162 02/02/2012 002105 OLD TOWN TIRE &SERVICE City Vehicle Maint Svcs:PWCIP 40.97 CITYVEHICLE MAINT SVCS:PW MAINT 250.32 CITYVEHICLE MAINT SVCS:PW MAINT 36.27 CITYVEHICLE MAINTSVCS:PW MAINT 79.37 406.93 150163 02/02/2012 002105 OLD TOWN TIRE & SERVICE City Vehicle Maint Svcs:Bldg & Safety 36.27 City Vehicle Maint Svcs:Bldg & Safety 55.00 City Vehicle Maint Svcs:Bldg & Safety 55.00 146.27 150164 02/02/2012 002105 OLD TOWN TIRE & SERVICE City Vehicle Maint Svcs:Code Enf 15.00 15.00 150165 02/02/2012 001171 ORIENTAL TRADING COMPANY MISC SUPPLIES:HIGH HOPES 432.80 432.80 INC PGRM/MPSC 150166 02/02/2012 002734 P V P COMMUNICATIONS INC Communication accessories:police 958.23 958.23 150167 02/02/2012 013386 PARK RANGERS ASSN OF 2012 mbrshp dues:Park Rangers 100.00 100.00 CALIF 150168 02/02/2012 010011 PAUBA VALLEY ELEM. C.S. Funding: Science Gardens 1,000.00 1,000.00 SCHOOL PTA 150169 02/02/2012 014626 PEPES, CONSTANTINE refund:prkg cite dismissed #J09585 50.00 50.00 150170 02/02/2012 010958 PIPS TECHNOLOGY INC GPS for ALPR:temecula police 317.87 317.87 150171 02/02/2012 010338 POOL & ELECTRICAL Pool supplies & chemicals:citywide 233.97 PRODUCTS INC Pool supplies & chemicals:citywide 86.18 320.15 150172 02/02/2012 005820 PRE -PAID LEGAL SERVICES PrePaid Legal Services Payment 221.25 221.25 INC 150173 02/02/2012 010491 PRIORITY MAILING SYSTEMS Postage meter supplies:central svcs 53.17 53.17 INC. 150174 02/02/2012 004457 R J NOBLE COMPANY Oct const:pavement rehab Winchester rd 37,767.96 37,767.96 Pages apChkLst Final Check List Page: 9 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor 150175 02/02/2012 000947 RANCHO REPROGRAPHICS Description Amount Paid Check Total Reproduction srvcs:pavement rehab Reprographic srvcs:butterfield ext Reprographic srvcs:butterfield ext 150176 02/02/2012 013632 RELIANCE CHURCH refund:sec dep:rm rental:CRC 150177 02/02/2012 002110 RENTAL SERVICE CORPORATION 10.78 10.78 30.69 52.25 292.00 292.00 EQUIP RENTAL & MAINT:PW MAINT 26.64 EQUIP RENTAL & MAINT:PW MAINT 16.11 EQUIP RENTAL & MAINT:PW MAINT 150178 02/02/2012 002412 RICHARDS WATSON & Nov 2011 legal services GERSHON 150179 02/02/2012 014347 ROBERTS, PATRICIA G. 150180 02/02/2012 012251 ROTH, DONALD J. 150181 02/02/2012 000815 ROWLEY, CATHY 150182 02/02/2012 002226 RUSSO, MARY ANNE TCSD Instructor Eamings TCSD Instructor Eamings TCSD Instructor Eamings TCSD Instructor Eamings TCSD Instructor Eamings TCSD Instructor Eamings TCSD Instructor Eamings 31.81 74.56 98,902.82 98,902.82 175.00 175.00 504.00 196.00 700.00 252.00 147.00 399.00 350.00 787.50 1,137.50 150183 02/02/2012 007582 SAFEGUARD DENTAL & VISION SafeGuard Vision Plan Payment 657.98 657.98 150184 02/02/2012 008529 SHERIFFS CIVIL DIV- SUPPORT PAYMENT 200.00 200.00 CENTRAL 150185 02/02/2012 008529 SHERIFFS CIVIL DIV- SUPPORT PAYMENT 100.00 100.00 CENTRAL 150186 02/02/2012 008529 SHERIFFS CIVIL DIV- SUPPORT PAYMENT 100.00 100.00 CENTRAL 150187 02/02/2012 009213 SHERRY BERRY MUSIC Jazz © the Merc 01/26/12 585.00 585.00 Page9 apChkLst 02/02/2012 2:32:37PM Final Check List CITY OF TEMECULA Page: 10 Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor 150188 02/02/2012 000537 SO CALIF EDISON 150189 02/02/2012 001212 SO CALIF GAS COMPANY 150190 02/02/2012 005244 SOCIETY FOR HUMAN RESOURCE MGM 150191 02/02/2012 000519 SOUTH COUNTY PEST CONTROL INC 150192 02/02/2012 009379 SOUTHWEST WOMEN'S CHORUS Description Amount Paid Check Total Jan 2-31-419-2873:43000 Hwy -395 24.98 Jan 2-31-282-0665:27407 Diaz PED 25.62 Jan 2-31-031-2616:27991 Diaz PED 25.62 Jan 2-31-536-3481:41902 Main St 734.40 Jan 2-29-657-2787:41638 Winchester 24.19 Jan 2-29-807-1093:28079 Diaz PED 25.25 Jan 2-29-807-1226:28077 Diaz PED 25.23 Jan 2-31-536-3655:41904 Main St 1,015.06 Jan 2-14-204-1615:30027 Front st rdio 35.86 Jan 2-29-223-8607:42035 2nd St PED 496.30 Jan 2-31-912-7494:28690 Mercedes 1,382.32 Jan 2-18-937-3152:28314 Mercedes 450.90 Jan 2-32-903-8293:41000 Main St 6,832.97 Jan 2-29-933-3831:43230 Bus pk dr 1,445.27 Jan 2-02-351-4946:Senior Ctr 780.51 Jan 2-19-171-8568:28300 Mercedes 77.89 Jan 2-28-904-7706:32329 Overland Td 158.44 Jan 2-21-981-4720:30153 Tem pkwy tpp 40.85 Jan 2-27-371-8494:42189 Winchester 42.65 Jan 2-29-224-0173:Fire Stations 1,704.19 Jan 101-525-1560-6:27415 Enterprise 387.05 Jan 095-167-7907-2:Fire Stn #84 342.36 Dec 101-525-0950-0:Comm Ctr 145.13 Dec 125-244-2108-3:Library 764.76 Dec 181-383-8881-6:Museum 94.72 Dec 196-025-0344-3:C. Museum 220.68 Dec 129-582-9784-3:43230 Bus pk dr 301.60 Dec 021-725-0775-4:Senior Ctr 407.26 Jan 055-461-2483-4:40135 Village Rd 126.22 Dec 026-671-2909-8:Comm Theater 625.49 Dec 091-024-9300-5:30875 Rancho vista 4,689.23 Dec 133-040-7373-0:Maint Fac 28.49 Dec 129-535-4236-7:Civic Center 2,313.39 2012 mbrshp dues:B.Guiterrez/G.Yates 345.00 pest control srvcs:var parks PEST CONTROL SRVCS:PBSP Christmas in the Air concert 12/16-17 150193 02/02/2012 014632 SPARK AERIAL CD of Old Town:Econ Dev 42.00 70.00 182.26 15,348.50 10,446.38 345.00 112.00 182.26 404.06 404.06 Page:10 apChkLst Final Check List Page: 11 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150197 02/02/2012 007762 STANDARD INSURANCE Mandatory Life Insurance Payment 8,750.36 8,750.36 COMPANY 150198 02/02/2012 012723 STANDARD INSURANCE Voluntary Supp Life Insurance Payment 800.50 800.50 COMPANY 150199 02/02/2012 014539 STROUD SAFETY APPAREL, Emergency supplies: Fire 1,027.85 1,027.85 LLC 150200 02/02/2012 012789 STUART, JENNIFER SARAH TCSD Instructor Eamings 3,806.25 3,806.25 150201 02/02/2012 000305 TARGET BANK BUS CARD Misc supplies:F.I.T. pgrm 51.95 51.95 SRVCS 150202 02/02/2012 014629 TEAMCALIFORNIA promotional item: Econ Dev 60.00 60.00 150203 02/02/2012 001547 TEAMSTERS LOCAL 911 Union Dues Payment 4,682.00 4,682.00 150204 02/02/2012 005633 TEMECULA MIDDLE SCHOOL Entertainment: Winterfest'11 125.00 125.00 150205 02/02/2012 003677 TEMECULA MOTORSPORTS VEH REPAIR & MAINT:POLICE 266.13 LLC VEH REPAIR & MAINT:POLICE 42.19 VEH REPAIR & MAINT:POLICE 150206 02/02/2012 010493 TEMECULATOINNE CENTER Feb lease payment:pd mall office ASSOC LP 150207 02/02/2012 011736 TEMECULA TROPHY INC Title plate for Council Chamber Recognition awards: lawrence/gaier name plates/name tags:pwtraffic/c.mus. 150208 02/02/2012 000515 TEMECULA VALLEY CHAMBER 3/1/12-2/28/13 mbrshp dues:TCC OF 150209 02/02/2012 000306 TEMECULA VALLEY PIPE & SUPPLY 150210 02/02/2012 002452 TOP LINE INDUSTRIAL 150211 02/02/2012 014627 TSCHRITTER, DWAYNE E. 150212 02/02/2012 005460 U S BANK 109.65 417.97 1,458.33 1,458.33 14.55 169.17 60.23 243.95 230.00 230.00 Misc supplies:csd maint 10.74 Misc supplies:csd maint 89.79 100.53 Equip repair & maint:PW Maint 21.16 21.16 refund:viol dismissed:prkg cite 81313 330.00 330.00 special assessment bond payment 345.16 345.16 Pagel 1 apChkLst Final Check List Page: 12 02/02/2012 2:32:37PM CITY OF TEMECULA Bank : union UNION BANK OF CALIFORNIA (Continued) Check # Date Vendor Description Amount Paid Check Total 150213 02/02/2012 014413 U.S. DEPARTMENT OF SUPPORT PAYMENT 134.18 134.18 EDUCATION 150214 02/02/2012 000325 UNITED WAY United Way Charities Payment 51.00 51.00 150215 02/02/2012 012549 UPODIUM Vehicle maint supp: Sta 92 93.53 93.53 150216 02/02/2012 004789 VERIZON Jan Internet svcs:Harveston Ctr 82.14 82.14 150217 02/02/2012 013647 VICAR OPERATING, INC. VETERINARYSRVCS:POLICE K-9 UNIT 2,112.13 2,112.13 150218 02/02/2012 012219 VIERLING, MARIKA Carriage rides:old town winterfest 600.00 600.00 150219 02/02/2012 010399 VOLKER LUTZ ENTERPRISE refreshments:Econ Dev mtg 1/24 208.77 208.77 INC 150220 02/02/2012 006248 WALKER, JESSICA TCSD Instructor Eamings 266.00 266.00 150221 02/02/2012 003730 WEST COAST ARBORISTS INC 12/16-31 tree trimming srvcs:pw maint 12/16-31 tree trim & removal:wnchstr crk Tree trimming/removal:campos verdes 10/25-26 tree trimming srvcs:pw maint 12/1-15 tree trim & removal:wnchstr crk 12/1-15 tree trimming:vail ranch slopes 12/16-31 tree trim & removal:r.hghlnds 11/16-30 tree trimming srvcs:pw maint 150222 02/02/2012 000341 WILLDAN ASSOCIATES INC Dec plan check srvcs:pw traffic 150223 02/02/2012 013613 WORTHINGTON, PAULA Dr. Seuss costume:Family Fun Night 150224 02/02/2012 014628 ZHANG, WENPING refund:renewal fee:closed bus lic 034185 1,998.00 9,954.00 10,998.00 147.00 1,656.00 1,960.00 17,926.00 1,680.00 46,319.00 22,053.25 22,053.25 69.97 69.97 35.00 35.00 Grand total for UNION BANK OF CALIFORNIA: 7,228,710.63 Page:12 apChkLst Final Check List Page: 13 02/02/2012 2:32:37PM CITY OF TEMECULA 155 checks in this report. Grand Total All Checks. 7,228,710.63 Page:13 Item No. 4 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Wilson, Director of Finance DATE: February 14, 2012 SUBJECT: City Treasurer's Report as of December 31, 2011 PREPARED BY: Rudy Graciano, Revenue Manager RECOMMENDATION: Approve and file the City Treasurer's Report as of December 31, 2011. BACKGROUND: Government Code Sections 53646 and 41004 require reports to the City Council regarding the City's investment portfolio, receipts, and disbursements respectively. Adequate funds will be available to meet budgeted and actual expenditures of the City for the next six months. Current market values are derived from the Local Agency Investment Fund (LAIF) reports, Union Bank of California trust and custody statements, and from US Bank trust statements. Attached is the City Treasurer's Report that provides this information. The City's investment portfolio is in compliance with the statement of investment policy and Government Code Sections 53601 and 53635 as of December 31, 2011. FISCAL IMPACT: None. ATTACHMENTS: City Treasurer's Report as of December 31, 2011 Investments Par Value City of Temecula, California Portfolio Management Portfolio Summary December 31, 2011 Market Value Book %of Value Portfolio Term City of Temecula 43200 Business Park Drive P.Q. BoX 9933 Temecula, CA, 92590 (951)694-6430 Days to YTM YTM Maturity 360 Equiv. 365 Equiv. Managed Pool Accounts Retention Escrow Account Letter of Credit Local Agency Investment Funds Federal Agency Callable Securities Federal Agency Bullet Securities Investments 55,596,229.87 174,143.53 1.00 35,210,832.30 17,000,000.00 16,000,000.00 123,981,206.70 55,596,229.87 174,143.53 1.00 35,248,396.37 17,191,600.00 16,1 59,600.00 55,596,229.87 174,143.53 1.00 35,210,832.30 17,000,000.00 15,988,750.00 44.85 0.14 0.00 28.40 13.71 12.90 124,369, 970.77 123,969,956.70 100.00% 1 1 1 1 1,423 1,21 7 1 1 1 1 1,005 751 0.245 0.000 0.000 0.3 77 1.826 1.432 0.249 0.000 0.000 0.382 1.852 1.452 353 235 0.652 0.661 Cash Passbook/Checking (not included in yield calculations) Total Cash and Investments 5,978,984.98 129,960,191.68 5,978,984.98 5,978,984.98 130,348, 955.75 129,948,941.68 1 1 0.000 0.000 353 235 0.652 0.661 Total Earnings December 31 Month Ending Fiscal Year To Date Current Year Average Daily Balance Effective Rate of Return 72,910.74 131, 688, 594.88 0.65% Reporting period 12/01/2011-1213112011 Run Date: 01!3{/2012 -14:20 497, 894.48 141,788, 927.65 0.70% Portfolio TEME CP PM (PRF_PM1) SymRept6.42 Report Ver. 5.00 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments December 31, 2011 Page 2 Average Purchase Stated YTM YTM Days to Maturity Investment# Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 1 2221 6003-2 CITY COP RE2 ASSURED GUARANTY 0.00 0.00 0.00 1.000 0.986 1.000 1 104348008-1 01-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348006-4 01-2 RESA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348016-3 01-2 RESB2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 104348000-4 01-2 SPTAX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669911-2 03-1 ACQA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669921-3 03-1 ACQB3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669902-3 03-1 BON D3 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 94669906-3 03-1 RES A3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669916-2 03-1 RES B2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94669900-4 03-1 SPTAX1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593011-2 03-2 ACQ 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593009-2 03-2 EMW D 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593007-2 03-2 IMP 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593016-4 03-2 LOC 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593010-2 03-2 PWADM2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593006-2 03-2 RES 2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 793593000-3 03-2 SPTX2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727011-2 03-3 ACQ2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727002-2 03-3 BOND 2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 744727007-2 03-3 CITY2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727009 03-3 EMW D 1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727006-3 03-3 RES3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 744727000-4 03-3 SP TX 4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686001-2 03-4 ADMIN2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686005-1 03-4 PREP1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686000-1 03-4 RED1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94686006-2 03-4 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776002-2 03-6 BON D2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 786776007-2 03-6 IMP2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776006-2 03-6 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 786776000-3 03-6 SP TX3 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 95453510-2 88-12 BON D2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 95453518-4 88-12 GI4 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 1 2221 6003-4 CITY COP RE4 First American Treasury 761.15 761.15 761.15 0.000 0.000 1 122216008-3 CITY COPCIP2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 1 2221 600 0-2 CITY COPLPF2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94434160-1 RDA 02 INTI First American Treasury 0.00 0.00 0.00 0.000 0.000 1 94 43 41 61-2 RDA 02 PRIN2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 Run Date: 01/30/2012 - 14:20 Portfolio TEME CP PM (PRF_PM2) SymRept 6.42 Report Ver. 5.00 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments December 31, 2011 Page 3 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 107886008-2 RDA 06 CIPA2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886001 RDA 06 PRIN First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 107886000-2 RDA O6A INT2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886018-3 RDA 06B CIP3 First American Treasury 53,198.54 53,198.54 53,198.54 0.000 0.000 1 107886010-2 RDA O6B INT2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886016-2 RDA 06B RES2 First American Treasury 202,115.00 202,115.00 202,115.00 0.000 0.000 1 107886030-2 RDA 07 CAPI2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 107886027-2 RDA 07 ESC2 First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 107886020-2 RDA 07 INT2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 107886028-2 RDA 07 PROJ2 First American Treasury 4,254.47 4,254.47 4,254.47 0.000 0.000 1 107886026-2 RDA 07 RES2 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 SYSRDA 10 DS 1 RDA 10 DS 1 First American Treasury 0.00 0.00 0.00 0.000 0.000 1 SYSRDA 10A CIP2 RDA 10A CIP2 First American Treasury 07/01/2011 19,394.96 19,394.96 19,394.96 0.000 0.000 1 136343001-2 RDA 10A -INTI First American Treasury 07/28/2011 0.00 0.00 0.00 0.000 0.000 1 136343018-2 RDA 10B CIP2 First American Treasury 07/01/2011 2,531.10 2,531.10 2,531.10 0.000 0.000 1 136343000-1 RDA 10B -INTI First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 94432360-2 TCSD COP INT First American Treasury 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 104348006-5 01-2 RESA11 Federated Tax Free Obligations 440,438.78 440,438.78 440,438.78 0.010 0.010 0.010 1 104348016-5 01-2 RESB11 Federated Tax Free Obligations 202,752.36 202,752.36 202,752.36 0.010 0.010 0.010 1 104348000-5 01-2 SPTAX11 Federated Tax Free Obligations 81,537.63 81,537.63 81,537.63 0.010 0.010 0.010 1 94669921-5 03-01 ACQ11 Federated Tax Free Obligations 15,124.25 15,124.25 15,124.25 0.010 0.010 0.010 1 94669911-5 03-01 ACQA11 Federated Tax Free Obligations 388.84 388.84 388.84 0.010 0.010 0.010 1 94669906-5 03-01 RESA11 Federated Tax Free Obligations 864,000.62 864,000.62 864,000.62 0.010 0.010 0.010 1 94669916-5 03-01 RESB11 Federated Tax Free Obligations 222,975.97 222,975.97 222,975.97 0.010 0.010 0.010 1 94669000-5 03-01SPTAX11 Federated Tax Free Obligations 91,363.23 91,363.23 91,363.23 0.010 0.010 0.010 1 786776006-5 03-06 RES11 Federated Tax Free Obligations 337,914.35 337,914.35 337,914.35 0.010 0.010 0.010 1 786776000-5 03-06SPTAX11 Federated Tax Free Obligations 46,014.39 46,014.39 46,014.39 0.010 0.010 0.010 1 793593011-5 03-2 ACQ11 Federated Tax Free Obligations 6,079.65 6,079.65 6,079.65 0.010 0.010 0.010 1 793593009-5 03-2 EMW D11 Federated Tax Free Obligations 5,190.38 5,190.38 5,190.38 0.010 0.010 0.010 1 793593016-5 03-2 LOC1 1 Federated Tax Free Obligations 141,921.11 141,921.11 141,921.11 0.010 0.010 0.010 1 793593010-5 03-2 PWADM11 Federated Tax Free Obligations 397.90 397.90 397.90 0.010 0.010 0.010 1 793593006-5 03-2 RES11 Federated Tax Free Obligations 368.05 368.05 368.05 0.010 0.010 0.010 1 793593000-5 03-2 SPTX Federated Tax Free Obligations 79,414.46 79,414.46 79,414.46 0.010 0.010 0.010 1 793593007-5 03-2-IMPR11 Federated Tax Free Obligations 1,143.76 1,143.76 1,143.76 0.010 0.010 0.010 1 744727006-5 03-3 RES11 Federated Tax Free Obligations 2,171,372.88 2,171,372.88 2,171,372.88 0.010 0.010 0.010 1 744727011-5 03-3ACQ11 Federated Tax Free Obligations 41,974.06 41,974.06 41,974.06 0.010 0.010 0.010 1 94686001-5 03-4 ADMIN11 Federated Tax Free Obligations 5,516.32 5,516.32 5,516.32 0.010 0.010 0.010 1 94686005-5 03-4 PREP11 Federated Tax Free Obligations 0.02 0.02 0.02 0.010 0.010 0.010 1 94686000-5 03-4 RED11 Federated Tax Free Obligations 11,009.91 11,009.91 11,009.91 0.010 0.010 0.010 1 Run Date: 01/30/2012 - 14:20 Portfolio TEME CP PM (PRF_PM2) SymRept 6.42 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments December 31, 2011 Page 4 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Managed Pool Accounts 94686005-5 03-4 RES11 Federated Tax Free Obligations 744727000-5 03-SSPTAX11 Federated Tax Free Obligations 146161000-5 146161000-5 Federated Tax Free Obligations 1 461 61 006-5 RDA 11 DS11 Federated Tax Free Obligations 146161008-5 RDA 11ACIP11 Federated Tax Free Obligations 1 461 61 009-5 RDA 11ACO111 Federated Tax Free Obligations 94432363 02001 Financial Security Assurance 793593011-1 03-2-1 ACQUI CA Local Agency Investment Fun 793593009-1 03-2-1 EMWD CA Local Agency Investment Fun 793593007-1 03-2-1 IMPRO CA Local Agency Investment Fun 793593010-1 03-2-1 PW AD CA Local Agency Investment Fun 793593006-3 03-2-3 RESER CA Local Agency Investment Fun 1 2221 600 8 CITY COP CIP CA Local Agency Investment Fun 122216003-1 CITY COP RE1 CA Local Agency Investment Fun 107886008-1 RDA 06 CIP-1 CA Local Agency Investment Fun 107886018-2 RDA 06 CIP-2 CA Local Agency Investment Fun 107886030-1 RDA 07 CAP -1 CA Local Agency Investment Fun 107886027-1 RDA 07 ESC -1 CA Local Agency Investment Fun 107886028-1 RDA 07 PRO -1 CA Local Agency Investment Fun 107886026-1 RDA 07 RES -1 CA Local Agency Investment Fun 107886006 RDA 06 RES A MBIA Surety Bond 94434166 RDA TABS RES MBIA Surety Bond SYS95453516-1 95453516-1 USBANK Subtotal and Average 56,933,309.49 73,009.34 73,009.34 73,009.34 0.010 0.010 0.010 1 333,521.31 333,521.31 333,521.31 0.010 0.010 0.010 1 07/27/2011 0.50 0.50 0.50 0.001 0.001 0.001 1 1,308,459.58 1,308,459.58 1,308,459.58 0.010 0.010 0.010 1 13,123,437.23 13,123,437.23 13,123,437.23 0.010 0.010 0.010 1 0.00 0.00 0.00 0.020 0.020 0.020 1 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 28,854,098.11 28,854,098.11 28,854,098.11 0.382 0.377 0.382 1 1,569,532.01 1,569,532.01 1569,532.01 0.382 0.377 0.382 1 0.00 0.00 0.00 0.382 0.377 0.382 1 289,885.04 289,885.04 289,885.04 0.382 0.377 0.382 1 3,625,411.55 3,625,411.55 3,625,411.55 0.382 0.377 0.382 1 0.00 0.00 0.00 0.382 0.377 0.382 1 0.00 0.00 0.00 0.382 0.377 0.382 1 0.00 0.00 0.00 0.382 0.377 0.382 1 0.00 0.00 0.00 0.382 0.377 0.382 1 0.00 0.00 0.00 3.820 3.768 3.820 1 0.00 0.00 0.00 0.382 0.377 0.382 1 259,751.73 259,751.73 259,751.73 0.382 0.377 0.382 1 1,109,967.33 1,109,967.33 1,109,967.33 0.382 0.377 0.382 1 1.00 1.00 1.00 0.000 0.000 1 1.00 1.00 1.00 0.000 0.000 1 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 55,596,229.87 55,596,229.87 55,596,229.87 0.245 0.249 1 Retention Escrow Account 1 9401 23 08-1 6 rRJ NOBLE Bank of Sacramento Subtotal and Average 12/01/2011 174,143.53 174,143.53 174,143.53 0.000 0.000 1 174,143.53 174,143.53 174,143.53 174,143.53 0.000 0.000 1 Letter of Credit 104348006-1 02008 ASSURANCE CO BOND INSURANCE 07/01/2011 Subtotal and Average 1.00 1.00 1.00 1.00 1.00 1.00 1.00 0.000 0.000 1 0.000 0.000 1 Local Agency Investment Funds 94669911-1 03-1 ACQ A2 CA Local Agency Investment Fun 315,148.05 315,148.05 315,148.05 0.382 0.377 0.382 1 94669921-1 03-1 ACQ B2 CA Local Agency Investment Fun 3,903,471.55 3,903,471.55 3,903,471.55 0.382 0.377 0.382 1 744727011-1 03-3 ACQ 2 CA Local Agency Investment Fun 932,051.88 932,051.88 932,051.88 0.382 0.377 0.382 1 744727007-1 03-3 CITY 2 CA Local Agency Investment Fun 0.00 0.00 0.00 0.382 0.377 0.382 1 Run Date: 01/30/2012 - 14:20 Portfolio TEME CP PM (PRF_PM2) SymRept 6.42 CUSIP Investment # Issuer Average Balance City of Temecula, California Portfolio Management Portfolio Details - Investments December 31, 2011 Purchase Date Par Value Market Value Page 5 Stated YTM YTM Days to Maturity Book Value Rate 360 365 Maturity Date Local Agency Investment Funds 786776007-1 SYSCITY SYSRDA SYSRDA 10 DS 2 SYSRDA 10A CIP1 SYSRDA 10 CIP 1 SYSTCSD 03-6 IMP 1 CITY RDA RDA 10DS2 RDA 10A CIP1 RDA 10B CIP1 TCSD CA Local Agency Investment Fun CA Local Agency Investment Fun CA Local Agency Investment Fun CA Local Agency Investment Fun CA Local Agency Investment Fun CA Local Agency Investment Fun CA Local Agency Investment Fun Subtotal and Average 37,452,767.78 0.00 11, 074,125.43 6,780,761.89 1,268,482.96 549.80 6,052,545.31 4,883,695.43 0.00 11, 092,419.85 6,791,963.69 1,268,482.96 549.80 6,052,545.31 4,891,763.28 35,210,832.30 35,248,396.37 0.00 11,074,125.43 6,780,761.89 1,268,482.96 549.80 6,052,545.31 4,883,695.43 35,210,832.30 0.382 0.377 0.382 1 0.382 0.377 0.382 1 0.382 0.377 0.382 1 0.382 0.377 0.382 1 0.382 0.377 0.382 1 0.382 0.377 0.382 1 0.382 0.377 0.382 1 0.377 0.382 1 Federal Agency Callable Securities 31331KPN4 313372NX8 313372VP6 3134G1Y65 3134G1Y99 3134G2NK4 3134G2RX2 3134G3BV1 3134G3CL2 3136F9CB7 3136F9DP5 3136FPZD2 31398A7L0 3136FRZQ9 3136FRB44 3136FTBQ1 01169 01165 01167 01162 01163 01170 01173 01179 01181 01088 01090 01157 01161 01171 01172 01176 Federal Farm Credit Bank Federal Home Loan Bank Federal Horne Loan Bank Federal Home Loan Mtg Corp Federal Horne Loan Mtg Corp Federal Home Loan Mtg Corp Federal Horne Loan Mtg Corp Federal Home Loan Mtg Corp Federal Horne Loan Mtg Corp Federal National Mtg Assn Federal National Mtg Assn Federal National Mtg Assn Federal National Mtg Assn Federal National Mtg Assn Federal National Mtg Assn Federal National Mtg Assn Subtotal and Average 18,612,903.23 06/27/2011 1,000,000.00 1,002,210.00 1,000,000.00 1.050 1.036 1.050 908 06/27/2014 02/28/2011 1,000,000.00 1,002,470.00 1,000,000.00 2.000 1.973 2.000 1,062 11/28/2014 03/23/2011 1,000,000.00 1,002,280.00 1,000,000.00 1.250 1.233 1.250 722 12/23/2013 01/25/2011 1,000,000.00 1,006,430.00 1,000,000.00 1.500 1.479 1.500 936 07/25/2014 02/08/2011 1,000,000.00 1,001,160.00 1,000,000.00 1.650 1.627 1.650 950 08/08/2014 07/11/2011 1,000,000.00 1,002,920.00 1,000,000.00 1.125 1.110 1.125 922 07/11/2014 07/25/2011 1,000,000.00 1,003,040.00 1,000,000.00 1.200 1.184 1.200 936 07/25/2014 12/09/2011 1,000,000.00 1,000,520.00 1,000,000.00 1.400 1.381 1.400 1,804 12/09/2016 12/16/2011 1,000,000.00 1,000,360.00 1,000,000.00 1.000 0.986 1.000 1,262 06/16/2015 03/11/2008 2,000,000.00 2,088,500.00 2,000,000.00 4.000 3.945 4.000 435 03/11/2013 03/27/2008 1,000,000.00 1,045,790.00 1,000,000.00 4.000 3.945 4.000 451 03/27/2013 12/03/2010 1,000,000.00 1,006,060.00 1,000,000.00 1.125 1.110 1.125 1,067 12/03/2014 01/24/2011 1,000,000.00 1,000,680.00 1,000,000.00 1.450 1.430 1.450 754 01/24/2014 07/20/2011 1,000,000.00 1,004,280.00 1,000,000.00 1.250 1.233 1.250 1,023 10/20/2014 07/22/2011 1,000,000.00 1,019,670.00 1,000,000.00 2.125 2.096 2.125 1,664 07/22/2016 10/24/2011 1,000,000.00 1,005,230.00 1,000, 000.00 1.350 1.332 1.350 1,758 10/24/2016 17, 000,000.00 17,191,600.00 17,000, 000.00 1.826 1.852 1,005 Federal Agency Bullet Securities 31331GE47 31331GG37 31331GZ44 31331KCA6 31331KTK6 31331KE55 31331KK58 31331KV98 31331KY79 Run Date: 01/30/2012 - 14:20 01135 01137 01144 01164 01174 01175 01177 01178 01180 Federal Farm Credit Bank Federal Farm Credit Bank Federal Farm Credit Bank Federal Farm Credit Bank Federal Farm Credit Bank Federal Farm Credit Bank Federal Farm Credit Bank Federal Farm Credit Bank Federal Farm Credit Bank 07/29/2009 08/04/2009 10/15/2009 02/10/2011 08/01/2011 10/06/2011 10/26/2011 11/23/2011 11/29/2011 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,000,000.00 1,029,560.00 1,020,200.00 1,010,170.00 1,019,020.00 1,007,040.00 1,007,600.00 1,006,330.00 1,002,750.00 998,740.00 997,500.00 2.250 2.284 2.316 575 07/29/2013 1,000,000.00 2.150 2.121 2.150 400 02/04/2013 1,000,000.00 1.550 1.529 1.550 288 10/15/2012 1,000,000.00 1.375 1.356 1.375 771 02/10/2014 1,000,000.00 0.875 0.863 0.875 943 08/01/2014 1,000,000.00 1.300 1.282 1.300 1,740 10/06/2016 1,000,000.00 1.050 1.036 1.050 1,394 10/26/2015 1,000,000.00 0.970 0.957 0.970 1,422 11/23/2015 1,000,000.00 0.500 0.493 0.500 698 11/29/2013 Portfolio TEME CP PM (PRF_PM2) SymRept 6.42 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Investments December 31, 2011 Page 6 Average Purchase Stated YTM YTM Days to Maturity Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Date Federal Agency Bullet Securities 31331K2P4 01182 Federal Farm Credit Bank 12/09/2011 1,000,000.00 1,003,570.00 1,000,000.00 1.000 0.986 1.000 1,438 12/09/2015 3133XSWM6 01124 Federal Home Loan Bank 01/23/2009 1,000,000.00 1,001,080.00 1,000,000.00 2.100 2.071 2.100 22 01/23/2012 3133XTXC5 01130 Federal Horne Loan Bank 06/11/2009 1,000,000.00 1,009,240.00 1,000,000.00 2.250 2.219 2.250 162 06/11/2012 3133XVEM9 01150 Federal Home Loan Bank 11/04/2009 1,000,000.00 1,012,060.00 1,000,000.00 1.625 1.603 1.625 325 11/21/2012 313372UH5 01166 Federal Horne Loan Bank 03/15/2011 1,000,000.00 1,012,280.00 1,000,000.00 1.125 1.110 1.125 621 09/13/2013 313374CZ1 01168 Federal Home Loan Bank 05/22/2011 1,000,000.00 1,010,590.00 1,000,000.00 1.000 0.986 1.000 995 09/22/2014 31398AYM8 01139 Federal National Mfg Assn 08/10/2009 1,000,000.00 1,009,370.00 991,250.00 1.750 2.024 2.052 222 08/10/2012 Subtotal and Average 16,601,435.48 16, 000, 000.00 16,159,600.00 15,988,750.00 1.432 1.452 751 Total and Average 131,688,594.88 Run Date: 01/3012012 - 14:20 123,981,206.70 124, 369,970.77 123,969,956.70 0.652 0.661 235 Portfolio TEME CP PM (PRF_PM2) SymRept 6.42 CUSIP City of Temecula, California Portfolio Management Portfolio Details - Cash December 31, 2011 Average Purchase Stated YTM YTM Days to Investment # Issuer Balance Date Par Value Market Value Book Value Rate 360 365 Maturity Page 7 Retention Escrow Account SYSAAA#1202 AAA#1202 COMMUNITY BANK 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 4110170281 EDGEDEV TORRY PINES BANK 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 23303800 PCL CONST Wells Fargo Bank 07/01/2011 0.00 0.00 0.00 0.000 0.000 1 Passbook/Checking Accounts SYSPetty Cash Petty Cash City of Temecula 07/01/2011 2,810.00 2,810.00 2,810.00 0.000 0.000 1 SYSFIex Ck Acct Flex Ck Acct Union Bank of California 07/01/2011 35,352.22 35,352.22 35,352.22 0.000 0.000 1 SYSGen CkAcct Gen CkAcct Union Bank of California 5,934,819.59 5,934,819.59 5,934,819.59 0.000 0.000 1 SYSParking Ck PARKING CITA Union Bank of California 07/01/2011 6,003.17 6,003.17 6,003.17 0.000 0.000 1 Average Balance 0.00 1 Total Cash and Investments 131,688,594.88 Run Date: 01/30/2012 - 14:20 129, 960,191.68 130,348,955.75 129,948,941.68 0.652 0.661 235 Portfolio TEME CP PM (PRF_PM2) SymRept 6.42 Fund No. Cash and Investment Report CITY OF TEMECULA Through December 2011 Fund Name Fund Total 001 GENERAL FUND $ 27,055,341.70 100 STATE GAS TAX FUND 712,902.35 120 DEVELOPMENT IMPACT FUND 5,403,932.39 150 AB 2766 FUND 197,965.30 165 RDA AFFORDABLE HOUSING 20% SET ASIDE 23,475,971.83 170 MEASURE A FUND 6,334,142.67 194 TCSD SERVICE LEVEL "D" REFUSE/RECYCLING 281,999.25 195 TCSD SERVICE LEVEL "R" STREET/ROAD MAINT 5,502.38 196 TCSD SERVICE LEVEL "L" LAKE PARK MAINT. 146,386.53 197 TEMECULA LIBRARY FUND 384,741.11 210 CAPITAL IMPROVEMENT PROJECT FUND 13,942,821.91 273 CFD 03-1 CROWNE HILL IMPROVEMENT FUND 4,234,132.69 275 CFD 03-3 WOLF CREEK IMPROVEMENT FUND 974,025.94 277 CFD-RORIPAUGH 30,436,043.91 280 REDEVELOPMENT AGENCY - CIP PROJECT 289,605.59 300 INSURANCE FUND 636,265.98 310 VEHICLES AND EQUIPMENT FUND 1,117,504.70 320 INFORMATION TECHNOLOGY 826,472.70 330 SUPPORT SERVICES 410,493.59 340 FACILITIES 340,704.81 370 CITY 2008 COP'S DEBT SERVICE 1,822.23 375 SUMMER YOUTH EMPLOYMENT PROGRAM 17,986.66 380 RDA DEBT SERVICE FUND 1,583,341.41 390 TCSD 2001 COP'S DEBT SERVICE 95,990.95 395 2011 FINANCING LEASE 2001 & 2008 COPS 10,015.30 460 CFD 88-12 DEBT SERVICE FUND 84,732.93 472 CFD 01-2 HARVESTON A&B DEBT SERVICE 751,537.79 473 CFD 03-1 CROWNE HILL DEBT SERVICE FUND 1,205,354.94 474 AD 03-4 JOHN WARNER ROAD DEBT SERVICE 95,668.70 475 CFD 03-3 WOLF CREEK DEBT SERVICE FUND 2,830,049.23 476 CFD 03-6 HARVESTON 2 DEBT SERVICE FUND 413,843.62 477 CFD 03-02 RORIPAUGH DEBT SERVICE FUND 5,392,820.31 501 SERVICE LEVEL"C"ZONE 1 SADDLEWOOD 2,009.39 502 SERVICE LEVEL"C"ZONE 2 WINCHESTER CREEK 39,820.33 503 SERVICE LEVEL"C"ZONE 3 RANCHO HIGHLANDS 19,497.83 504 SERVICE LEVEL"C"ZONE 4 THE VINEYARDS 523.00 505 SERVICE LEVEL"C"ZONE 5 SIGNET SERIES 23.03 506 SERVICE LEVEL"C"ZONE 6 WOODCREST COUNTRY 2,057.06 507 SERVICE LEVEL"C"ZONE 7 RIDGEVIEW 8.62 508 SERVICE LEVEL"C"ZONE 8 VILLAGE GROVE 54.49 509 SERVICE LEVEL"C"ZONE 9 RANCHO SOLANA 11,363.43 510 SERVICE LEVEL"C"ZONE 10 MARTINIQUE 1,988.13 511 SERVICE LEVEL"C"ZONE 11 MEADOWVIEW 352.03 512 SERVICE LEVEL"C"ZONE 12 VINTAGE HILLS 63.26 513 SERVICE LEVEL"C"ZONE 13 PRESLEY DEVELOP 6.84 514 SERVICE LEVEL"C"ZONE 14 MORRISON HOMES 5.43 515 SERVICE LEVEL"C"ZONE 15 BARCLAY ESTATES 3.52 516 SERVICE LEVEL"C"ZONE 16 TRADEWINDS 58,900.02 517 SERVICE LEVEL"C"ZONE 17 MONTE VISTA 1.48 518 SERVICE LEVEL"C"ZONE 18TEMEKU HILLS 42.29 519 SERVICE LEVEL"C"ZONE 19 CHANTEMAR 43,465.87 520 SERVICE LEVEL"C"ZONE 20 CROWNE HILL 96,275.04 521 SERVICE LEVEL"C"ZONE 21 VAIL RANCH 46,806.37 522 SERVICE LEVEL"C"ZONE 22 SUTTON PLACE 1.78 523 SERVICE LEVEL"C"ZONE 23 PHEASENT RUN 7,078.42 524 SERVICE LEVEL"C"ZONE 24 HARVESTON 126,070.36 525 SERVICE LEVEL"C"ZONE 25 SERENA HILLS 10,331.58 526 SERVICE LEVEL"C"ZONE 26 GALLERYTRADITION 1.07 527 SERVICE LEVEL"C"ZONE 27 AVONDALE 4,031.18 528 SERVICE LEVEL"C"ZONE 28 WOLF CREEK 149,507.11 529 SERVICE LEVEL"C"ZONE 29 GALLERY PORTRAIT 3,609.68 530 SERVICE LEVEL"C"ZONE 30 FUTURE ZONES 34,935.71 Grand Total: $ 130,348,955.75 Item No. 5 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Genie Wilson, Director of Finance DATE: February 14, 2012 SUBJECT: Property Insurance Renewal PREPARED BY: Roberto Cardenas, Fiscal Services Manager RECOMMENDATION: Approve the City of Temecula Property Insurance Policy renewal with Travelers Insurance Company and Empire Indemnity Insurance Company for the period of February 26, 2012 through February 26, 2013, in the amount of $378,828. BACKGROUND: The City's property insurance policy with Travelers Insurance Company and Empire Indemnity Insurance Company expires on February 26, 2012. In an effort to preserve a competitive rate, staff directed the City's property insurance broker, Brown & Brown, Inc., to market the City's property insurance policy. Together with Brown & Brown, Inc., staff validated the inventory of all City buildings and property requiring coverage. In response to the solicitation for Basic Property Insurance, the City received six qualified proposals from interested insurance carriers - eleven additional insurance carriers either declined to submit, were not able to compete with expiring terms, or were not a market for municipalities. In response to the solicitation for Earthquake & Flood Insurance, the City received four qualified proposals — fourteen additional insurance carriers either declined to submit or could not provide the level of insurance requested. BASIC PROPERTY INSURANCE CARRIER PREMIUM* Travelers Insurance Company $110,708 Affiliated Factory Mutual $100,500** Fireman's Fund Insurance Company $119,000 Philadelphia Indemnity Insurance Company $150,000 Westchester $150,000 Hanover Insurance Company $200,000 *Deductible Range - $1,000 to $10,000 "Unable to write Automobile Physical Damage EARTHQUAKE & FLOOD INSURANCE CARRIER PREMIUM* Empire Indemnity Insurance Co. $249,861 Lloyds of London/Houston Casualty $301,490 Westchester/Houston Casualty $309,750 Mt. Hawley/ Houston Casualty $356,213 *Deductible Range - 5% to 10%; premium includes taxes and fees Based on the responses, staff recommends that the City accept the proposals from the following carriers: INSURANCE CARRIER LINE PREMIUM* Travelers Insurance Company Basic Property $110,708 Travelers Insurance Company Automobile Physical Damage $ 14,252 Travelers Insurance Company Crime $ 4,007 Empire Indemnity Insurance Company Earthquake & Flood $249,861 *Includes fees and taxes TOTAL $378,828 The total premium of $378,828 is an increase of $31,886 over last year's premium. The increase is primarily due to the lack of competitiveness in the public sector arena as a result of the loss experience of other municipalities, as well as an increase in property values over the values insured last year. The City's property is valued at approximately $143 million — a 2.56% increase over last year. To ensure each carrier had sufficient financial capacity to provide the necessary policy limits to insure the City's risks, Brown & Brown, Inc. utilized the services of A.M. Best to assess the financial strength and creditworthiness of each carrier that submitted a proposal. A.M. Best assigned a Financial Strength Rating (FSR) of "A+" (Superior) to Travelers based on their ability to meet their ongoing insurance policy and contractual obligations (after a comprehensive evaluation of their balance sheet strength, operating performance, and business profile). In addition, A.M. Best assigned Travelers a Financial Size Category (FSC) of "XV' ($2 billion or greater) based on their policyholder's adjusted surplus. Travelers Insurance Company is an admitted carrier in the State of California. A.M. Best assigned Empire Indemnity Insurance Company an FSR of "A" (Excellent) with an FSC of "XV' ($2 billion or greater). Through Travelers Insurance Company, the City will maintain Basic Property coverage with a deductible that ranges from $1,000 to $10,000 (depending on the category of property involved). Through Empire Indemnity Insurance Company, the City will maintain Earthquake and Flood coverage of to $35 million with a 5% deductible. Since total loss is not likely to occur in the event of an earthquake or flood, this coverage amount is considered sufficient and in accordance with the industry standards and practices. The attached proposal summarizes the premium and coverage provided by both Travelers insurance Company and Empire Indemnity Insurance Company. FISCAL IMPACT: Sufficient funds for the property insurance premium are available for the remaining four months of fiscal year 2011-12. The Annual Operating Budget for fiscal year 2012-13 will establish funding for the remaining eight months of the total annual premium. ATTACHMENTS: Proposal from Travelers insurance Company and Empire Indemnity Insurance Company. Commercial InsuranceProposal Town & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 Insurance Proposal Submitted For: City of Temecula iithilaypt rown INSURANCE PROPERTY, EARTHQUAKE & FLOOD/ DIFFERENCE IN CONDITIONS, AUTOMOBILE PHYSICAL DAMAGE AND CRIME INSURANCE PROPOSAL Policy Term: 02/26/2012 - 02/26/2013 Submitted by: Mike Bush Senior Vice President This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 1 January 31, 2012 Commercial Insurance Proposal Town & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE Thank you for inviting us to develop and present a Risk Solution Program to you. We welcome the opportunity to become involved with your company. We have worked to identify your needs and concerns, and to develop a program for your insurance. Brown & Brown, Inc. is the seventh largest independent agency organization nationally.1 The company provides a variety of insurance products and services to corporate, institutional, professional and individual clients. Headquartered in Daytona Beach and Tampa, Florida, Brown & Brown is publicly traded on the New York Stock Exchange (BRO) and has been included in Forbes' list of the "200 Best Small Companies in America". The company handles clients' premiums in excess of $10 Billion annually and has approximately 5,600 employees. While size is not the sole criteria for choosing an insurance agent, it does enable us to offer our clients clout in the marketplace and unmatched service capability. Please feel free to visit our website at www.bbinsurance.com. This brief description of insurance coverage is being provided as an accommodation only and is not intended to cover or describe all policy terms. For more complete information on the scope and limits of coverage please refer to the policy document. Specimen policy form(s) are available upon request. As listed in Business Insurance magazine, July 18, 2011 edition fM77 Ff `r.:... This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 2 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE Account Executive Mike Bush (714)221-1853 phone (714) 221-4143 fax mbushbbsocal.com email Mike Bush is responsible for overseeing all aspects of your program. Peggy L. Coleman Account Manager (714)221-1883 phone (714) 221-4143 fax pcoleman@bbsocal.com Peggy L Coleman will assist with the daily servicing of your account, including endorsements, certificate requests, client services, program design, accounting, quality assurance and market relationships. Judith Villalobos (Backup) Account Manager (714)221-1828 phone (714) 221-4128 fax jvillalobos@bbsocal.com Feel free to contact anyone on this list if you have questions or concerns regarding your insurance policy. This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 3 January 31, 2012 Commercial Insurance Proposal Frown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 -rover].. 21611 ,, INSURANCE IMPORTANT NOTICE DISCLAIMER Disclaimer: This proposal/policy presented is based upon the exposures to loss made known to the agency. Any changes in these exposures (i.e. new operations, new products, additional state of hire, etc.) need to be promptly reported to our agency in order that proper coverage(s) may be put in place. The proposal contains only a general description of the coverage(s) and does not constitute a policy / contract. The proposal includes, but is not limited to, the terms, exclusions and conditions listed. For complete policy information, including exclusions, limitations and conditions, refer to the policy document. Specimen policy forms and endorsements are available upon request. Non -Admitted Carrier Taxes: $Per Section Fees: $Per Section Minimum Earned Premium: Per Section Higher Limits may be available upon request V Premiums may be subject to audit Premiums exclude Terrorism Coverage Policy Type Property, APHD, Crime Carrier Travelers Insurance Companies Rating A+XV; (Admitted) Earthquake & Flood/Difference in Conditions See Earthquake Section for Carriers Ratings and Taxes/Fees Please read your policy for specific details. The information obtained from A.M. Best's Rating is not in any way a warranty or guaranty by Brown & Brown, Inc. of the financial stability of the insurer and this information is current only as of the date of publication. r err az 1 � raxnr. fir'. This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 4 January 31, 2012 Commercial Insurance Proposal' ,rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE A.M. Best Rating of Proposed Carriers General Rating: These rating classifications reflect BEST's opinion of the relative position of each company in comparison with others, based upon averages within the Property -Casualty insurance industry. They are reflective of overall company services and standing within the industry. A++, A+ Superior B++ Very Good 4C++, C Fair A, A , Excellent B, B- Goodg,..,,.C- $5,000 Marginal Financial Size Category: The financial Size Category is an indication of the size of an Insurer and is based on reported Policyholders' surplus plus conditional or Technical Reserve Funds, such as mandatory securities valuation reserve, other investment and operating contingency funds and/or miscellaneous voluntary reserves in liabilities. Financial Size Category (in Thousands) Class I Up to $1,000 Class II $1,000 to $2,000 Class III $2,000 to $5,000 Class IV $5,000 to $10,000 Class V $10,000 to $25,000 Class VI $25,000 to $50,000 Class VII $50,000 to $100,000 Class VIII $100,000 to $250,000 Class IX $250,000 to $500,000 Class X $500,000 to $750,000 Class XI $750,000 to $1,000,000 Class XII $1,000,000 to $1,250,000 Class XIII $1,250,000 to $1,500,000 Class XIV $1,500,000 to $1,750,000 Class XV $1,750,000 to $2,000,000 This information has been provided to you so that consideration is given to the financial condition of our proposed carriers. The financial information disclosed is the most recent available to Brown & Brown Insurance Services of CA, Inc. Brown & Brown does not guarantee financial condition of the insurers listed above. �M7f tl �•+�rr. s_ ria _.1xo}vztr This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 5 January 31, 2012 Commercial Insurance Proposal crown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 Claims Reporting Guidelines Make Brown & Brown, Inc. aware of any and all incidents immediately after they occur, whether it be an auto accident, a theft, slip & fall, even a minor incident that appears will have no future activity. Do not wait for a police report. Gather as much concrete information as possible. For example, police reports, company incident reports, conversation logs, medicals and pictures - anything that may assist in the handling of your claim. Send this information either by mail, e-mail or fax to: Brown & Brown Insurance Services of CA, Inc. 500 N. State College Blvd. Suite 400 Orange, CA 92868 (714)221-1883 (714)221-4196 fax pcoleman@bbsocal.com If you have any questions or incur any problems, please call our office and we will be glad to assist in any way we can. tent ti t^ This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 6 January 31, 2012 Commercial Insurance Proposal Town & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 Named Insureds The following are named insureds on your policies: City of Temecula The Redevelopment Agency of the City of Temecula Temecula Community Services District Temecula Public Financing Authority Temecula Housing Authority, a public body corporate & politic Please verify the accuracy of each name on this list and update if needed. teen air •.t " This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 7 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 rown i r rown INSURANCE PROPERTY (Incl. Business Interruption, Boiler & Machinery, Inland Marine, Fine Arts, EDP) • Statement of Values • Premium Summary • Marketing Results Valuation: Replacement Cost Coverage Actual Cash Value Coverage (Replacement Cost - depreciation) This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 8 January 31, 2012 City of Temecula Schedule of Locations 1 1 41000 Main Street Temecula, CA Civic Center 2 1 43200 Business Park Dr Temecula, CA 92590 (Old)City Hall 3 1 30875 Rancho Vista Rd Temecula, CA 92590 & 42659 Margarita Rd. Temecula, CA 92590 Ronald Regan Sports Park; Community Recreation Center Offices (CRC); Meeting Rooms 3 2 Gym 3 3 Auditorium, Classrooms, Kitchen 3 4 Pool / Pool Bldg. 3 5 Skateboard Park, 3 6 Roller Hockey Park, 3 7 Restrooms/Playground Equipment Rental Facility 4 1 28816 Pujoo Street, Temecula, CA Temecula Community Center 4 2 Caboose 5 1 41845 6th Street Temecula, CA 92590 Mary Phillips Senior Center 6 1 28314 Mercedes Temecula, CA 92590 Museum 7 1 28300 Mercedes Temecula, CA 92590 Wedding Chapel (Chapel of Memories) 8 1 42081 Main Street Temecula, CA 92590 Children's Museum Gift Shop Single Occupant 9 1 42051 Main Street Temecula, CA 92590 Old Town Temecula Community Theater 9 2 42049 Main Street Mercantile Building 10 1 43210 Business Park Dr Temecula, CA 92590 West Wing Maintenance Facility / Office 11 1,2,3 43230 Business Park, Temecula, CA 92591 Field Operation Center 12 1 30600 Pauba Rd Temecula CA 92591 Temecula Public Library 13 1 28690 Mercedes Street Temecula, CA 92590 Parking Structure/Office - Retail 14 1 28816 Pujol Street Temecula, CA 92590 TCC Safe House 15 Bahia Vista Park 41566 Avenida De La Reina, Temcula, CA Park, Basketball 16 1 Buterfield Stage Park 33654 De Portola Road Temecula CA 92590 Park, Playground Equipment & Restroom 17 Calle Aragon Park 41621 Calle Aragon Temecula, CA Park, Playground Equipment 18 1 Crowne Hill Park 33203 Old Oak Rd Temecula CA 92590 Park, Playground Equipment & Restroom 19 1,2,3 Harveston Community Park 28582 Harveston Dr. Temecula, CA 92590 Park, Playground Equipment, Restroom, Snack bar 20 1, 2 Harveston Lake Park 29005 Lake House Road Temecula, CA 92590 Park, Playground Equipment, Restrooms, Lake, Gazebo, Boat House 21 John Magee Park 44576 Corte Veranos, Temecula, CA Park, Playground Equipment, 22 1 Kent Hintergardt Park 31465 Via Cordoba, Temecula, CA Park, Playground Equipment, Restrooms, Snack bar 23 Loma Linda Park 30877 Loma Linda Road, Temecula, CA Park, Playground Equipment 24 Long Canyon Creek Park 40356 N. General Kearny Rd, Temecula, CA Park, Playground Equipment 25 1, 2 Margarita Community Park 29119 Margarita Rd Temecula, CA 92590 Park, Roller Hockey, Ball Fields, Tennis 26 1, 2 Meadows Park 43110 Meadows Parkway Temecula CA 92590 Park, Playground Equipment, Restroom 27 Nakayama Park 30952 Nicolas Rd, Temecula, CA Park, Playground Equipment 28 Nicholas Road Park 39955 Nicholas Road Temecula, CA Park, Playground Equipment, 29 Pablo Apis Park 33005 Regina Dr, Temecula, CA Park, Playground Equipment 30 1 Pala Community Park 44900 Temecula Lane Temecula, CA Park, Playground Equipment, Restrooms,Snack bar, Ball Fields, Tennis 31 1 Paloma Del Sol Park 32099 De Portola, Temecula, CA Park, Restrooms, Ball Fields, Snack bar 32 Paseo Gallante Park 32455 Camino San Dimas, Temecula, CA Park, Playground Equipment 33 1, 2, 3, 4 Patrica H. Birdsall Sports Park 32380 Dean Hollow Way Temecula, CA Park, Snack bar, Playground Equipment, Restrooms, Ball Fields, Courts, Maintenance Building 34 1, 2 Pauba Ridge Park 33405 Pauba Road Temecula, CA 92590 Park, Playground Equipment, Restrooms 35 1, 2 Redhawk Park F (Redhawk Community Park) 44715 Redhawk Parkway Temecula, CA Park, Turf Area, Shelter/Picnic Tables, Dog Park, Restrooms, Basketball-Half Court 36 Riverton Park 30950 Riverton Ln, Temecula, CA Park, Playground Equipment 37 Rotary Park 28816 Pujol Street Temecula, CA Park; Picnic Tables 38 1 Sam Hicks Park 41970 Moreno Dr Temecula CA 92590 Park, Playground Equipment, Restrooms 39 Serena Hills Park 40747 Walcott Lane Temecula, CA Park, Playground Equipment 40 Stephen Linen Jr. Memorial Park 44935 Nighthawk Pass, Temecula, CA Park, Playground Equipment 41 Sunset Park 32155 Camino San Jose, Temecula, CA Park, Playground Equipment 42 1, 2 Temecula Duck Pond 28250 Ynez Rd & Rancho California Rd Temecula, CA 92590 Park, Pump House, Restroom, Shade Facilities and Veterans Memorial 43 Temecula Creek Trail Park 33662 Channel Street, Temecula, CA Park, Playground Equipment 44 1, 2 Temeku Hill Park 31367 La Serena Way Temecula, CA 92590 Park, Playground Equipment, 2 Restrooms, Snack bar, Ball Fields 45 Vail Ranch Park 32965 Harmony Lane, Temecula, CA Park, Playground Equipment 46 Veteran's Park 30965 La Serena Way, Temecula, CA Park, Playground Equipment 47 Voorburg Park 39960 Nicolas Rd, Temecula, CA Park 48 1 Winchester Creek Park 39950 Margarita Rd Temecula, CA 92590 Park, Playground Equipment, Restrooms, Basketball 49 1 Wolf Creek Trail Park 45454 Wolf Creek Rd, Temecula, CA Park, Trail with Par Course 50 Wolf Creek Park 45850 Wolf Creek Dr N., Temecula, CA Park, Playground Equipment, Restroom, Gazebo 51 1 30650 Pauba Rd. Temecula, CA 92590 Fire Station #84 52 28330 Mercedes Temecula, CA Fire Station #12 53 27415 Enterprise Cr. West Temecula, CA Fire Station #73 54 37500 Sky Canyon Dr Temecula, CA Fire Station #83 55 1 32221 Wolf Valley Road Temecula, CA 92592 Fire Station #92 56 1 32131 South Loop Rd. Temecula, CA 92591 Fire Station to be occupied upon dispute settlement 57 1 32364 Overland Trail Temecula, CA 92592 Temecula Citizens Corp & Paramedics 58 1 41951 Moraga Rd Temecula, CA 92590 Temecula Elementary School, Restrooms 2 Pool / Pool Bldg. 59 42075 Meadows Parkway Temecula, CA Temecula Middle School 60 1 30027 Front Street Temecula, CA 92590 Prefab Radio Bldg. 61 1,2,3 28870 Pujol St. Temecula, CA 92589 Pantry Storage Escalar House & Barne 62 1 6th & Front Streets Temecula, CA 92590 Restrooms & Light Standards, Parking Lot 63 Towne Square Park 41000 Main Street Temecula, CA 92590 Turf & Benches 64 Harveston House 40135 Village Road, Temecula, CA (Lease) Multi -Purpose Facility 65 1,2 Old Town Temecula Temecula, CA 92590 2 Arches 66 "Basket Foundation" Town Square Park 41000 Main Street Temecula, CA Fountain — Sculpture 67 "Singing in the Rain" 28250 Ynez Road Temecula, CA 92590 Public Art — Sculpture 68 Overland Bridge Artwork between 27624 Jefferson & 26531 Ynez Road Temecula, CA 92590 Public Art 69 Civic Center Mural on Parking Garage 28690 Mercedes St. Temecula, CA 92590 Public Art 70 'Immigrant Trail" Civic Center Mural 41000 Main Street Temecula, CA 92590 Public Art 71 Temecula Duck Pond 28250 Ynez Rd. & Rancho California Rd. Temecula, Ca 92590 Veteran's Memorial CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 to 2-26.13 DC Lac .tl Bldg.p Address's '.Occupancy Building .BPP 'Pldygreurq Equipment :BI '' Valuable PaMrs'. Hare EOP rtlwa EDP softwarers .'. EDP EE Year Bulb Constfucu n No. of Stades Prot Cl Area 18q.Fq' X 1 1 41000 Main St Temecula, CA Civic Center 34.926,892 3,539,80D 0 4,273,152 50,000 2.000.000 5,000,000 Included 500,000 2010 * J 4 96795 X 2 1 43200 Business Park Dr Temecula. CA 92590 (015) City Hall 9,000,000 1.200.000 0 0 0 0 250.000 Included 25.000 1993 Sprinklered Masonry 2 4 30,187 X 3 1 30675 Rancho Vista Rd Temecula, CA 925908 42659 Margarita Rd Temecula. CA 92590 Ronald Regan Sports Park; Community Recreation Cerner offices (CRC)' Meeting Rooms 1,200.000 215,000 150.000 0 50.000 100.000 100,000 Included 10,000 1994 Sprinklered Concrete Block 1 4 6.000 X 3 2 Gym 3,400,000 60,000 0 0 Included 0 0 0 0 1994 Sprinklered Concrete 1 4 16,000 X 3 3 Auditorium, Classrooms. Kitchen 2,500,000 115000 0 0 Included 0 15.000 Included 10,000 1994 Sprinklered Concrete Block 1 4 10,000 X 3 4 Poolool BldgJSlltle lP 250,0000 130,000 0 Included 0 0 0 0 1994 Concrete Block 1 4 1,000 X 3 5 Skateboard Park, Roller Hockey Park. 250,000 200,000 0 0 0 0 0 0 Included Included 0 0 5,000 Included Include00 Included 0 1994 Sprinklered Concrete 1 4 1,000 X 3 6 X 3 7 Restrooms, Snackbars,Playground Equipment Rental Facility 500,000 35,000 100.000 0 Included 0 0 0 0 1990 JlMasonry 1 4 3,000 X 4 1 28816 Pulj) Street, Temecula. CA Temecula Community Center 1,100,000 250.000 0 0 50,000 0 15,000 Included 0 1985 Wood Frame 1 4 5,900 42 Caboose 250,000 35,000 0 0 0 0 0 1985 Steel 1 4 600 X 5 1 418456th Street Temecula CA 92590 Mary Phillips Senior Center 2,000,000 375,000 0 0 50,000 0 15.000 Included 0 1985 Sprinklered Wood Frame 1 4 8,000 X 6 1 28314 Mercedes Temecula CA 92590 Museum 1,800,000 50,0000 0 0 3,000,000 15,000 Included 0 1998 Sprinklered Frame 2 4 7,200 X 7 1 28300 Mercedes Temecula CA 92590 Wedding Chapel (Chapel of Memotea) 250,000 100,000 0 0 0 0 0 0 0 1998 Non -Spank Frame 1 4 1,509 X 8 1 42081 Main Street Temecula, CA 92590 Children's Museum Gift Shop Single Occupant 2,250,000 1,500,000 0 0 0 0 25,000 Included 0 Framed, Sprinklere4, Men.*Fire &Security) 4 X 9 1 42051 Main Street Temecula. CA 92590 42049 Main Street Old Town Temecula Community Theater 9,000,000 1,000,000 0300,000 0 0 650,000 Included 75,000 2005 Sprinklered. Steel Wood 3 4 20,000 X 9 2 Mercantile Building 1,500000 50000 0 0 0 0 15,000 Included 10,000 2003 FrameBBrick 1 4 2,184 X 10 1 43210 Business Park Dr Temecula CA 92590 West Wing Maintenance Facility / Office 3,300,000 400.000 0 0 0 0 75,000 Included 10,000 1997 Sprinklered Masonry 2 4 13.500 X 11 1,2,3 43230 Business Park, Temecula, CA 92591 Field Operation Center 6.800.000 550,000 0 0 50.000 0 150,000 Included100,000 2007 Sprinklered Steel p e Composite e Membrane and Metal Root 2 17.800 X 12 1 30600 Pauba Rd Temecula CA 92591 Temecula Public library 10,000,000 550,000 0 0 200,000 2,000,000 950,000 Included 150000 2006 Sonnklered Steel 1 36.000 X 13 28890 Mercedes Sl. Temecula. CA 92590 Parking Structure/Office- Retail (RE: EDP Hardware Location Locked with card access $ eeCnrlly camera) 16,700.000 0 0 0 0 0 650,000 Included 0 2010 Reinforced 8 pre -stressed casted in place concrete/strut( ural steel frame 1 below 83 above 4 179,410/ 8555 X 14 28816 Pujol Street, Temecula, CA 92590 TCC WE House 1,242,053 0 0 0 50,000 0 175.000 Included0 2009 Spdnkleretl frame wilh metal roof 1 4 3,800 15 Bahia Vista Park 41566 Avenida OC La Reina, Temcula. CA Park, Basketball 0 15.000 0 0 0 0 0 0 16 1 Buterfeld Stage Park 33654 De Podola Road Temecula CA 92590 Park, Playground Equipment 0 25,000 50,000 0 0 0 0 0 0 1996 Concrete Block 1 4 1,000 17 Calle Aragon Park 41621 Calle Aragon Temecula, CA Park, Playground Equipment 25,000 0 0 0 0 0 0 18 1 Crowne Hill Park 33203015 Oak Rd Temecula CA 92590 Park, Playground Equipment 8 Restroom 140,400 0 100.000 0 0 0 0 0 0 2003 Concrete Block 1 4 1,000 mb201202pc- Temecula SOV 2-1.12 (2) CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 tO 2-26-13 DIC Lod.4 Bldg. 9 Address Occupancy >Occu enc Builtlin 9 BPP �PI'yyrauM Equipment BI - EE Valuable' Papem' ='° EDP Hardware EDP software EDP EE Year Built ` No, of ConsGumion ... Stories Prov Cl' Area (So Ft.) X 19 1,2 3 Harveston Community Park 28582 Harveston Dr. Temecula, CA 92590 Park, Playground Equipment, Restroom, Snackbar 500.000 35.000 100,000 0 0 0 0 0 0 2004 Concrete Black 1 4 3.000 Community Room 600,000 Included 0 0 0 0 0 0 0 2004 Concrete Block 1,900 20 1, 2 Harveston Lake Park 20005 29005 Lake House Road Temecula, CA 92590 Park, Playground Equipment Reslmoms, Lake, Gazebo. Boat House 500.000 0 100.000 0 0 0 o 0 0 2004 Concrete 1 Block & Wood 4 3,000 21 John Magee Park 44576 Corte Veranos, Temecula, CA Park, Playground Equipment 0 0 50.000 0 0 0 0 0 0 22 1 Kent Hinter9ardl Park 31465 Via Cordoba, Temecula, CA Park, Playground Equipment, Reslrooms, Snackbar 500.000 35,000 50,000 0 0 0 0 0 0 1991 Concrete 1 Block 4 3,000 23 Loma Linda Park 30877 Loma Lina Road. Temecula, CA Park. Playground Equipment 0 0 150.000 0 0 0 0 0 0 24 Long Canyon Creek Park 40356 N, General Kearny Rd. Temecula, CA Park, PlaygroundEquipment 0 0 50.000 0 0 0 0 0 0 25 1,2 Marganla Community Pam 29119 Margarita Rd Temecula. CA 92590 Park, Roller Hockey. Bali Fields, Tennis. snack Bar/Restroom 500,000 0 50,000 0 0 0 0 0 0 1.000 26 1,2 Meadows Pam 43110 Meadows Parkway Temecula CA 92590 Park, Playground Equipment. Restroom 140.400 0 50,000 0 0 0 0 0 0 2003 Cancrel Block 1 4 1000 27 Nakayama Park 30952 Nicolas Rd, Temecula. CA Park. Playground Equipment 0 0 5.000 0 0 0 0 0 0 28 Nicholas Road Park 39955 Nicholas Road Temecula, CA Park. Playground Equipment, o 0 50,000 0 0 0 0 0 0 29 Pablo Apis Park 33005 Regina Dr. Temecula. CA Park, Playground Equipment 25,000 0 50.000 0 0 0 0 0 0 30 1 Pala Community Park 44900 Temecula Lane Temecula, CA Pam. Playground Equipment, Reslrooms, snackbar. Ball Fields, Tennis 500.000 35.000 50,000 0 0 0 0 0 0 1992 Concrete 1 Block 4 3.000 31 1 Paloma Del sof Pam 32099 De Podola, Temecula CA Pam, Reslrooms, Ball Fields, Snackbar 500.000 35.000 40.0001,000 8.900 0 15.000 Included 10,000 1991 J/Masonry 1 4 3,000 32 Paseo Canaille Pam 32455 Camino San Dimas, Temecula CA Pam, Playground Equipment 0 0 50.000 0 0 0 0 0 0 33 1,2,3,4 Pat8ca H. Birdsall Sports Park 32380 Dean Hollow Way Temecula, CA Pam,Snackbar, Playground Equipment Reslrooms, Bell Fields, Courts, Mainlanence Bulminn 2,240,000 100.000 75,000 0 o 0 100,000 Included 50.000 2006 Concrete 1 Block 7.169 34 1,2 Pauba Ridge Park 33405 Pauba Road Temecula, CA 92590 Park, Playground Equipmennt, Reslrooms 140.400 0 100,000 0 0 0 0 0 0 2003 Concrete Black i 4 1,000 35 1,2 Redhawk ParkF (Redhawk Community Park) 44715 44715 k Parkway Temecula,uta, CA CA Park, Turf Area, Shelter/Picnic Tables, Dog Park, Reslmoms, Basketball Half -Coad 250.000 0 50,000 0 0 0 0 0 0 mb201202pc- Temecula SOV 2.1.12 (2) CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 (0 2-26-13 DIG Loc. Bldg. 8 Address Occupancy - Building BPP E'P14ypround alP e1 EE Valuable. Papers EDP Hardware EDP Software I EDP EE Year 6u110 ConstruBlades ction IN°7' r.. Pro[ Ci -Areae: ISq.Fl1 3 36 Riverton Pad 30950 Rivedon Ln, Temecula, CA Park, Playground Equipment 0 0 100.000 0 0 0 0 0 0 37 Rotary Park 28816 Pujol Street Temecula, CA Park; Picnic Tables 0 0 50.000 0 0 0 0 0 0 38 1 Sam Hicks Pad 41970 Moreno Or Temecula Ca 92590 Park, Playground Equipment, Restrooms 200,000 0 50.000 0 0 0 0 0 0 1998 Concrete Block 1 4 1.000 39 Serena Hills Park 40747 Walcott Lane Temecula CA Park, Playground Equipment 0 0 100,000 0 0 0 0 0 0 40 Stephen Linen Jr. Memorial Park 44935 Nighthawk Pass, Temecula CA Pad, Playground Equipment 0 0 50.000 0 0 0 0 0 0 41 Sunset Park 32155 Camino San Jose, Temecula, CA Park, Playground Equipment 0 0 50,000 0 0 0 0 0 0 42 1.2 Temecula Duck Pond 28250 Ynez Rd & Rancho California Rd Temecula, CA92590 Park. Pump House, Restroom, Shade Facilities 200.000 0 25.000 0 0 0 0 0 0 1995 Concrete Block 1 4 1,000 43 Temecula Creek Tall Park 33662 Channel Street, Temecula. CA Pad, Playground Equipment 0 0 50,000 0 0 0 0 0 0 41 1.2 Temeku Hill Park 31367 La Serena Way Temecula, CA 92590 Park, Playground Equipment, 2 Restrooms, Snackbar. Ban Fields 500.000 35.000 50,000 0 0 0 0 0 0 2000 Concrete Block 1 4 3,000 45 Vail Ranch Park 32965 Harmony Lane. Temecula, CA Park, Playground Equipment 0 0 50,000 0 0 0 0 0 0 46 Veteran's Park 30965 La Serena Way. Temecula, CA Park. Playground Equipment 0 0 100.000 0 0 0 0 0 0 47 Vomburg Park 39960 Nicolas Rd. Temecula, CA Park 0 0 5.000 0 0 0 0 0 0 48 1 Winchester Creek Park 39950 Margadla Rd Temecula, CA 92590 Park, Playground Equipment, Restrooms, Basketball 140,400 0 50,000 0 0 0 0 0 0 1999 J/Masonry 1 4 1.000 49 1 Wolf Creek Tail Park 45454 Wolf Creek Rd. Temecula. CA Park, Trail with Par Course 0 0 150.000 0 0 0 0 0 0 50 Wolf Creek Park 45850 Wolf Creek Dr N., Temecula, CA Park, Playground Equipment, Restroom, Gazebo 140.400 0 150,000 0 0 0 0 0 0 2008 Concrete Block 1 4 1,000 X 51 1 30650 Pauba Rd. Temecula, CA 92590 Fire Station #84 3.000,000 120.000 0 0 0 0 15,000 Included 5.000 1997 Spdnkiered 2 Masonry 4 10,000 52 28330 Mercedes Temecula, CA Fire Station#12 Insured by CAL FIRE 0 0 0 0 0 15,000 Included 5,000 X 53 27415 Enterprise Cr West Temecula, CA Fire Station#73 1.800,000 95,000 0 0 0 0 15.000 Included 5,000 1988 Type V Wood 1 Fame Stucco 4 6,000 mb201202pc Temecula SOV 2-1-12 (2) CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 to 2-26-13 01C Loc. 5 Bldg, Y Atldress: Occupancy Building SPP IPhy9ment Equipment al EE valuable Papers EDP Hard Ware EOP Sorlware EDP EE Tear Built Construction No. of stories Prot C1. rArea I' (seism 54 37500 Sky Canyon Or Temecula, CA Fire Station 483 Insured by County of Riverside 0 0 0 0 0 15,000 Included 0 X 55 1 32221 Wolf Valley Road Temecula, CA 92592 Fire Station 492 2,718.600 95.000 0 0 0 0 15,000 Included 0 2007 Sprinklered Steel Stucco & Rock 1 4 9.062 )( 56 1 32131 South Loop Rd. Temecula, CA 92591 Fire station to be occupied upon dispute settlement 2,709,000 95,000 0 0 0 0 15,000 Included 0 2006 Spnnklered Concrete 1 4 9.030 57 f 32364 Overland Trail Temecula. CA 92592 Temecula Citizens Corp & Paramedics 60,000 30,000 0 0 0 0 10,000 Included 0 2002 Wood Frame Wood Siding 1 2,000 58 1 41951 Morega Rd Temecula, CA 92590 Temecula Elementary School Restrooms 140,400 0 0 0 0 0 0 0 0 1994 Sprinklered Concrete Block 1 4 1,000 58 2 Pool l Pool Bldg. 140.400 0 0 0 0 0 0 0 0 1994 Concrete Block 1 4 1.000 59 42075 Meadows Parkway Temecula, CA Temecula Middle School 0 25,000 0 0 0 0 0 0 0 60 1 30027 Front Street Temecula, CA 92590 Prefab Radio Bldg. 8,750 0 0 0 0 0 0 0 0 1996 Steel 1 4 48 61 1 Escalar House & Ban 28870 Pujol Sl. Temecula, CA 92589 Pantry Storage 720,000 0 0 0 0 0 0 0 0 1928 Wood Stucco 1 4 1,500 62 1 6th 8 Front Streets Temecula CA 92590 Restrooms & Light Standards Parking Lot 500,000 0 0 0 0 0 0 0 0 1997 Frame 1 4 700 Unscheduled. Electronic Data Processing Hardware, Software and Extra Expense at Non -Owned Locations 0 0 0 0 0 0 290.000 Included Included 63 Town Square Park 41000 Main Street, Temecula. CA 92590 Turf & Benches 0 0 50,000 0 0 0 0 0 0 64 Harveslon House 40135 Wage Road. Temecula.CA (Leased) MultiPurpose FacilM 1,000,000 0 0 56,568 included 0 15,000 Included 10,000 2004 Wood Frame, Spnnklered, Alarmed 1 4 3,493 Insured Values -Special Form 5128,933,095 510,784,800 52,720,000 54,630.720 5508,900 57,100,000 59,625,000 Included 5975,000 X DIC, EQ & Flood Coverage Totals: 5118896,545 510,429,900 NIA 54,573,152 5500,000 57.100,000 8,165,000 Included 5900.000 X 65 1,2 Old Town Temecula Temecula. CA 92590 2 Arches 05175,000 each 350,000 50,000 0 0 0 0 0 0 0 1999 Steel Reinforced Concrete - Flagstone Face Polishes] Brass 66 'Basket Fountain' Town Square Park. 41000 MainStreet, TemecWe CA Fountain Sculpture 400.000 0 0 0 0 0 0 0 0 2010 67 -Singing In the Rain- 26250 Ynez Road, Temecula. CA 92590 Pubilc Art Sculpture 130,000 0 0 0 0 0 0 0 0 68 Overland Bridge Artwork between 27624 Jefferson 826531 Ynez Road. Temecula. CA 92590 Public Art 60.000 0 0 0 0 0 0 0 0 mb201202pc- Temecula SOV 2-1.12 (2) CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-72 f0 2-26-13 OIC Loc. p BIBB•A Address Occupancy - eugdln9 BPP 'Playground E9ulpment 'el EE ' Valuable :'. Papers EDP Hartlware EDP Software EDP EE Year Built Construction . of SloNotles Pror CL IS6PeT'Area.- 69 Civic Center Mural on Parking Gargae 28690 Mercedes St. Temecula. CA 92590 Public Art 250,000 0 0 0 0 0 0 0 0 70 "Immigrant Trail" Civic Center Mural 41000 Main Street, Temecula OA 92590 Public Ad 45.000 0 0 0 0 0 0 0 0 2010 % 71 1 Temecula Duck Pond 28250 WinRd 8 Rancho California Rd Temecula, CA 92590 Veteran's Memorial 550,000 0 0 0 0 0 0 0 0 2004 Steal Reinforced Concrete - PolixSFa Ganite Face X Total Insured Values 10101: Building: Pool Loc 83 Pool Loc 858 BPP: BI: EE: VP: EDPMR EDP18): EDP (EE): Peters (Loc. 564): Veteran Mem (Lon 870[ Total: (Last Year) 6118.763.745 NIA NIA 10.429,800 301.000 500.000 7,100,000 8.130,000 Included 6550.000 350,000 550,000 (this Year) 5118,896,545 5750,000 5459,600 10,429.600 4,573,152 500,000 7.100.000 8,165.000 Included 3900,000 Loc 565 400.000 Loc#71 550,000 5147,004,545 6152,724,097 * Sprinklered Fully -Construction Type LoWt Structural Steel Braced Frame with Reinforced Concrete Shear Walls, Structure has two roofing components over metal decking with concrete (1) built up clay the and (2) Thermoplastic (IPO) membme roofing. Stucco EMedor with Metal Stubs mb201202pc-Temecula SOV 2.412 (2) Authorized Signature True 'Playground Equipment (includes Shelters 8 Picnic To es'BBQ; Slide etc} Date PROPERTY 2-26-12 TO 2-26-13 Per Schedule of Locations / Statement of Values attached Subjects of Int:;rance Limits of Insurance Building & Personal Property — Blanket excluding Playground Equipment $139,717,895 Playground Equipment $2,720,000 Location #71 - Veterans Memorial $550,000 Location #65 - 2 Arches $400,000 Contractor's & Mobile Equipment, Per Schedule Attached $530,609 Business Income Including Extra Expense - Blanket $5,139,620 Fine Arts (Loc. #6) (Loc. #12) (Loc. #6 & #12) (Loc. #66 - #70) $250,000 Owned $35,000 Owned $250,000 Property of Others $885,000 Total Fine Arts at Any Other Location (AOL) $100,000 Fine Arts in Transit (Owned & Others) $100,000 Valuable Papers — Blanket $7,100,000 EDP Property — Blanket (Hardware & Software) $8,625,000 EDP Extra Expense $975,000 Newly Acquired Buildings $2,000,000 Newly Acquired Equipment $1,000,000 EQSL Sublimit with $25,000 Deductible $2,000,000 Machinery & Equipment Breakdown Included Miscellaneous Unscheduled Equipment Including Mobile & Voice Communication Equipment (See Representative Sampling) $150,000 Personal Property in Transit $100,000 educttbles: Coinsurance: Agreed Value: Endorsements: $10,000 Building/Personal Property $5,000 Valuable Papers/EDP/Fine Arts and (AOL, Transit) Contractor's Equipment/ Personal Property at Unnamed Locations/ Personal Property in Transit $1,000 Miscellaneous Unscheduled Equipment & Mobile Communication Property 24 hour waiting period for Business Income and Extra Expense (with EDP BI/EE) & Machinery & Equipment Breakdown Business Income Nil Yes, subject to receipt of current signed statement of values and Business Income worksheet. ® Date Recognition Exclusion ® State Amendatory (where applicable) O All expiring endorsements unless otherwise noted or previously disclosed CONTRACTORS & MOBILE EQUIPMENT 2-26-12 TO 2-26-13 No. Description Limit 1. 1992 Massey Ferguson Tractor with Loader and Scraper S/N: LF31180U397524U $31,500 2. Speed Limit Sign 10,000 3. 1995 John Deere 310D Backhoes S/N: T0310DG813754 64,760 4 1997 Eagle Police Command Trailer S/N: 1UPT10P20V1016022 (Licensed) 45,000 5. 2 Cairnsiris Helmets - $25,350 each 50,700 6. High Density Mobile Storage System** 18,750 7. Traffic Signal Modification 14,590 8. 1998 Essick Walk Behind Patch Truck RollerS/N: 1D631029 11,167 9. Mobile Traffic Monitor 12,700 10. Scrubber, Floor 17,633 11. Equipment, Defibrillators 35,000 12. 2000 CMPLA Ditchwitch S/N: 1A9AF1826YF495820 48,000 13. 2007 Kawasaki Mule S/N: 1JK1AFCJ137B510945 7,000 14. Cushman Truckster S/N: 1CUNH22274PL000708 10,000 15. New Holland Tractor S/N: NH33660 20,000 16. 2006 Westcoaster Motor Boat & Trailer S/N: HULJ11120506 5,600 17. Genie Lift 7,500 18. 2007 Kawasaki Mule S/N: JK1AFCJ127B510676 7,000 19. 2012 John Deere Backhoe 1T03105JLBD211149 113,709 TOTAL: $530,609 *Including Voice Communication Equipment **Miscellaneous Equipment Contained Inside Covered Under Unscheduled Equipment Mb201202pc —Temecula Properly 8 IM values MACHINERY AND EQUIPMENT BREAKDOWN 2-26-12 TO 2-26-13 Coverage Limit Deductible Direct Damage Included $10,000 Business Interruption Included 24 Hours Extra Expense Included 24 Hours Consequential / Spoilage Included $10,000 Expediting Expenses Included $10,000 Spoilage Included $10,000 Ammonia Contamination Excluded $10,000 Off -Premises Power Interruption Included $10,000 Mb201202pc —Temecula Property & IM values MISCELLANEOUS UNSCHEDULED EQUIPMENT INCLUDING MOBILE & VOICE COMMUNICATION EQUIPMENT (IN TRANSIT OR AT OTHER LOCATIONS) 2-26-12 TO 2-26-13 REPRESENTATIVE SAMPLING (Below and Per Attached List of Furnishings, Tools & Equipment): 1. Ariel Equipment 2. Compressor Equipment 3. Traffic Counter 4. Fence 5. Break Jar Mod Drill 6. Pump System Stencil Truck 7. Security System 8. Solar Arrowboard 9. Gymnastics Equipment 10. Sound System 11. Defibrillator 12. Helmet, Cairns Iris 13. Bicycle 14. Radar Equipment 15. Traffic Signal Modification 16. Digital Dimmer Component 17. Play Equipment 18. Recycling Equipment 19. Shampooer (Limit of Insurance: $150,000) Deductible: $1,000 Mb201202pc —Temecula Pr^; arty & IM values $21,662 $3,105 $1,629 $2,126 $5,162 $2,800 $1,130 $4,262 $7,394 $141,908 $5,199 $25,350 $1,291 $2,172 $14,590 $26,782 $15,494 $5,487 $2,100 faMstAst Master Fixed Asset Report Page: 1 12/1/2011 10:14:43AM CITY OF TEMECULA Asset Number: 003774 - FIRETIDE WIRELESS Asset Class: comequip • COMMUNICATION EQUIPMENT Asset Type: communlc Activity: Master Asset 11 Asset Size: 0.00 Tag Number: 5817 Manufacturer: DATEL Model # ZONEFLEX 7731 Serial # Documont Source Acquisition Proprietary: acqcompsof Governmental: acgcomsofg CIP Proprietary: Governmental; Purclinsu Acquire Method: purchase Funding Source: PO # 024296 invoice # SI.247080 Voucher# Check# 144873 Deed 1/ Measure Unit: Depreciation Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 320 Post to Balance Sheet: Y From CIP: Allow Partial Disposal. Y Disposal Restriction: N Restriction Desc Proprietary: depcomsoft Governmental: depcomsofg Disposal Proprietary: disposal Governmental: disposal Transfer In Proprietary: transfer Governmental: transfer Proceeds Purchase Date: 3/18/2011 Vendor: 013803 DATEL SYSTEMS INC Amount: 2,071.81 5636 RUFFIN ROAD PO Data: 3/18/2011 SAN DIEGO CA 92123 Invoice Date: 3/28/2011 Voucher Date: Check Date: 4/7/2011 Deed Date: Purchase Distribution Proprietary: Governmental: Date un 3/18/2011 13 320.1950 320 Location Responsible Dept: 320 Responsible Person: JOHN DEGANGE Location 1: 31 CIVIC CENTER 41000 MAIN STREET TEMECULA CA 92590 Fist/ actsdr'lpflon FOR FIRETIDE WIRELESS PROJECT. APPEARS TO BE ONLY SOFTWARE AND MAINTENANCE SUPPORT In Use Person: APN: ercen moon Page: 1 faMstAst Master Fixed Asset Report Page: 1 12/1/2011 10:16:22AM CITY OF TEMECULA Asset Number: 003789 - PRO CURVE SWITCH Asset Class: comphard - COMPUTER HARDWARE Asset Type: comphdw Activity: Master Asset # Asset Size: 0.00 Tag Number: 007139 Manufacturer: HEWLETT PACKARD Model 0 2610-24PWR Serial # CN112ZROWH DocumentSources; Acquisition Proprietary: acqcomphw Governmental: acgcomhwdg CIP Proprietary: Governmental: Purchase Acquire Method: purchase Funding Source: PO # 024441 Invoice N 49362877 Voucher Check 4 145365 Deed 4 Measure Unit: Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 320 Post to Balance Sheet: Y From CIP: Allow Partial Disposal: Y Disposal Restriction.' N Restriction Desc:: Depreciation Proprietary: depcomphw Governmental: depcomphrd Disposal Transfer In Proprietary: transfer Governmental: transfer Proceeds Proprietary: disposal Proprietary: Governmental: disposal Governmental: Purchase Date: 4/19/2011 Vendor: 004811 HEWLETT PACKARD Amount: 1,133.33 COMPAQ COMP/ATTN: ORDER ENTRY PO Date: 4/19/2011 P O BOX 60000 FILE 71195 Invoice Date: 4/25/2011 SAN FRANCISCO CA 94160-1195 Voucher Date: Check Date: 5/5/2011 Deed Date: Purchase Distribution Date Type Account Number tend 4/19/2011 B 320.1970 Responsible Dept: 320 Responsible Person: MIKE HESLIN Location 1: 05 MARY PHILLIPS SENIOR CENTER 41845 Sixth Street TEMECULA 92589 Putt;deser/ptlon Percent Amount 320 100.00 In Use Person: TCC OR MPSC APN 1,133.33 Asset Number. 003790 - PRO CURVE SWITCH Asset Class: comphard • COMPUTER HARDWARE Asset Type: comphdw Activity: Master Asset 4 Tag Number: 007138 Manufacturer. HEWLETT PACKARD Model# 2610-24PWR Serial # CN112ZRONW Document Sources Acquisition Proprietary: acqcomphw Governmental: acgcomhwdg CIP Proprietary: Governmental: Purchase Acquire Method: purchase Funding Source: PO # 024441 Invoice # 49362877 Voucher Check it 145365 Deed # Measure Unit: Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group:. 320 Post to Balance Sheet: Y From CIP Allow Partial Disposal: Y Disposal Restriction: N Restriction Desc:: Depreciation Proprietary: depcomphw Governmental: depcomphrd Disposal Proprietary: disposal Governmental: disposal Purchase Date: 4/19/2011 Vendor: Amount: 1,133.32 PO Date: 4/19/2011 Invoice Date: 4/25/2011 Voucher Date: Check Date: 5/5/2011 Deed Date: Transfer In Proprietary: transfer Governmental: transfer Proceeds Proprietary: Governmental. 004811 HEWLETT PACKARD COMPAQ COMP/ATTN: ORDER ENTRY P O BOX 60000 FILE 71195 SAN FRANCISCO CA 94160-1195 Page: 1 taMstAst Master Fixed Asset Report 12/112011 10:18:22AM CITY OF TEMECULA Purchase Distribution Page: 2 Date Type Account Number and 471912011 B 320.1970 Responsible Dept 320 In Use Person: TCC OR MPSC Responsible Person: MIKE HESLIN APN: Location 1: 04 TEMECULA COMMUNITY CENTER 28816 Pujel Street TEMECULA 92589 ercent Amount 320 100.00 Fultdtescription 133.32 Page: 2 faMstAst Master Fixed Asset Report 12/112011 10:20:OOAM CITY OF TEMECULA Page: 1 Asset Number. 003903 - CIVIC CENTER - EQUIPMENT Asset Class: furntlxtur - FURNITURE AND FIXTURE Asset Type: furniture Activity: Master Asset it Asset Size: 0.00 Tag Number. Manufacturer. Madel # Serial # Document Sources Acquisition Proprietary: acqfurng Governmental: acqfurng GIP Proprietary: Governmental: Purcltaso Acquire Method: purchase Funding Source: CIP PO 11 Invoice # Voucher It Check # Deed # Measure Unit: Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: purchase Property Group: 210 Post to Balance Sheet Y From GIP: Allow Partial Disposal' Y Disposal Restriction: N Restriction Desc; Depreciation Proprietary: dopfurnfix Governmental: dopfurnfix Disposal Proprietary: disposal Governmental disposal Purchase Date: 6130/2011 Amount: 3,313,637.00 PO Date: Invoice Date: Voucher Date: Check Date: Deed Date: Purchase Distribution Transfer In Proprietor/ transfer Governmental. transfer Proceeds Proprietary Governmental: Date Type Account Number Fund 6/3 012 011 B 820.1960 Responsible Dept Fullrloscrlpllon In Use Person: APN: Percent Amount 100.00 3,313,637.00 Asset Number: 003916 - OLD TOWN INFRASTRUCTURE PARKING EQUIPMEN Asset Class: furnflxtur - FURNITURE AND FIXTURE Asset Type: furniture Activity: Master Asset it Asset Size: 0.00 Measure Unit: Tag Number: Manufacturer: Model # Serial # Document Soanct Acquisition Proprietary: Governmental: acqfurng CIP Proprietary Governmental: Purchesq Acquire Method: pinch Funding Source: CIP PO It Invoice # Voucher It Check # Deed 0 Depreciation Ascot Status: ACTIVE Property Type: FIXED ASSET Asset Condition: purchase Property Group: 210 Post to Balance Sheet Y From GIP: Allow Partial Disposal; Y Disposal Restriction: N Restriction Desc': Proprietary: Governmental: depfurnfix Disposal Proprietary: Governmental: disposal Pur ase Date; 6/30/2011 Amount 3,967.00 PO Date: Invoice Date. Voucher Date: Check Date: Deed Date: Purchase Distribution Transfer In Proprietary: Governmental: transfer Proceeds Proprietary. Governmental bate Type Account Number 6/3012011 B 620.1960 un rcen 820 100.00 3,967.00 Page: 1 faMstAst Master Fixed Asset Report 12/1/2011 10:20:OOAM CITY OF TEMECULA Location Responsible Dept: In Use Person. Responsible Person: APN FaQ doscription Page: 2 Page: 2 faMstAst Master Fixed Asset Report 12/1/2011 10:21:40AM CITY OF TEMECULA Page: 1 Asset Number: Asset Class: Asset Type: Activity: Master Asset # Tag Number. Manufacturer: Model # Serial # Document Sources( Acquisition 003791 - TRAILER macheq - MACHINERY AND EQUIPMENT machequip 11197 JLG INDUSTRIES TRIPLE L 1012 5DYAA72L3BC005089 Proprietary: acgvehicle Governmental: acqvehg CIP Proprietary: Governmental: Purchase Acquire Method: purchase Funding Source: PO # 024616 Invoice# 9665671-001 Voucher ft Check# 014170 Deed* Measure Unit: Asset Status: ACTIVE Property Type. FIXED ASSET Asset Condition: new Property Group: 340-706 Post to Balance Sheet: Y From CIP: Allow Partial Disposal: Y Disposal Restriction: N Restriction Desc:. Depreciation Proprietary: depvehicle Governmental: depvehlc Disposal Transfer In Proprietary: transfer Governmental: transfer Proceeds Proprietary: disposal Proprietary: Governmental. disposal Governmental: Purchase Date: 5/17/2011 Vendor: 014170 AHERN RENTALS INC Amount: 10,325.81 P O BOX 271390 PO Date: 5/17/2011 LAS VEGAS NV 89127-1390 Invoice Date: 6/27/2011 Voucher Date: Check Date: 7/7/2011 Deed Date: Purchase Distribution tate Type Account Number Fund 5/17/2011 E 340.199.706,5610 Responsible Dept: 340.706 Responsible Person: G BUTLER Location 1: 31 CIVIC CENTER 41000 MAIN STREET TEMECULA CA 92590 Fuff descrfptforl Percent Amount 340 100.00 In Use Person: FACILITIES MAINT APN 10,325.81 Asset Number: 003792 - MONITOR Asset Class: macheq - MACHINERY AND EQUIPMENT Asset Type: machequlp Activity: Mester Asset # Asset Size: 0.00 Tag Number: 5823 Manufacturer. ZOLL Model # E SERIES Serial# AB11E016761 Document Sources, Proprietary: acgm&equip Governmental: acqmachg CIP Proprietary: Governmental: haso Acquire Method: purchase Funding Source: PO # 024752 Invoice # 1795314 Voucher # Check# 146497 Deed # Measure Unit: Purchase Date Amount PO Date Asset Status ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 171 Post to Balance Sheet: Y From CIP: Allow Partial Disposal: Y Disposal Restriction: N Restriction Desc:: Depreciation Proprietary: depm&equip Governmental: depm&eccg Disposal Proprietary: disposal Governmental: disposal 5/24/2011 Vendor: 11,313.48 5/24/2011 Invoice Date: 6/3/2011 Voucher Date: Check Date: 6130/2011 Deed Date: Transfer In Proprietary: transfer Governmental: transfer Proceeds Proprietary: Governmental: 003776 ZOLL MEDICAL CORPORATION GPO P.O. BOX 27028 NEW YORK NY 10087-7028 Page: 1 faMstAst Master Fixed Asset Report 1211/2011 10:21:40AM CITY OF TEMECULA Purchase Distribution Page: 2 Data Type cocain Number 5/24/2011 E 001.171,711.5610 Locotlon° Responsible Dept 171-711 Responsible Person: C DEHART Location 1: 11 FIRE STATION 1184 (PAUBA RD) 30660 Pauba Rd TEMECULA CA 92692 Full description rcent Amount 001 100.00 11,313.48 In Use Person. . PARAMEDICS APN: Asset Number: 003793 - MONITOR Asset Class: macheq - MACHINERY AND EQUIPMENT Asset Type: machequlp Activity: Master Asset # Asset Ste: 0.00 Tag Number: 5824 Manufacturer: ZOLL Model# E SERIES Serial # AB11E016758 Document Sources;" ,. Acquisition Proprietary: acgm&equip Governmental: acgmachg CIP Proprietary: Governmental: Purchase Acquire Method: purchase Funding Source: PO # 024752 Invoice # 1795314 Voucher# Check# 146497 Deed # Measure Unit: Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 171 Post to Balance Sheet: Y From CIP: Allow Partial Disposal: Y Disposal Restriction: N Restriction Dees:: Depreciation Transfer In Proprietary: depm&equip Proprietary: transfer Governmental. depm&eccg Governmental. transfer Disposal Proceeds Proprietary: disposal Proprietary. Governmental: disposal Governmental: Purchase Date: 5/24/2011 Vendor 003776 ZOLL MEDICAL CORPORATION Amount: 11,313.48 GPO PO Date: 5/24/2011 P.O. BOX 27028 Invoice Date: 6/3/2011 NEW YORK NY 10087-7028 Voucher Date: Check Date: 6/30/2011 Deed Date: Purchase Distribution bate I ype Account Number Fund 5/24/2011 E 001.171.711.5610 Location Responsible Dept: 171-711 Responsible Person: C DEHART FIRE STATION #84 (PAUBA RD) 30650 Pauha Rd TEMECULA CA 92592 Full descriptlon Percent Amount 001 100.00 11,313.48 In Use Person PARAMEDICS APN Asset Number. 003794 • CUTTER Asset Class: macheq - MACHINERY AND EQUIPMENT Asset Type: machequip Activity: Master Asset # Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 171 Page: 2 faMstAst Master Fixed Asset Report Page: 3 12/112011 10:21:40AM CITY OF TEMECULA Asset Size: 0.00 Tag Number: 5825 Manufacturer: AMKUS Model # AMK 22 Serial # 11060677 Dccumant`Sources:. Proprietary: acqm&equip Governmental: acgmachg CIP Proprietary: Acquire Method: purchase Funding Source: PO # 024740 Invoice # 10436 Check# 146520 Deed if Measure Unit: Post to Balance Sheet: Y From CIP: Allow Partial Disposal: Y Disposal Restriction: N Restriction Desc. Depreciation Proprietary: Governmental: Disposal dopm&equip depm&eccg Proprietary: Governmental. Purchase Date: 5/24/2011 Amount: 6,797.06 PO Date: 5/24/2011 Invoice Date: 6/29/2011 Check Date: 7/7/2011 Deed Date: Transfer In Proprietary: transfer Governmental: transfer Proceeds disposal Proprietary: disposal Governmental: Vendor: 004222 DIAMONDBACK FIRE & RESCUE, INC PO BOX 891266 TEMECULA CA 92589-1266 Purchase Distribution Date Type Account Number 5124/2011 E 001.171.999.5610 Location Responsible Dept: 171 Responsible Person: C DEHART Location 1: 11 30650 Pauba Rd TEMECULA CA 92592 ruff deacdptlon,;;". FIRE STATION #84 (PAUBA RDI ercent Amount 001 100.00 6,797.06 In Use Person: TRUCK 84 APN: Asset Number: 003795 - K-9 POLICE DOG ASTIR Asset Class: macheq • MACHINERY AND EQUIPMENT Asset Type: machequip Activity: Master Asset # Asset Size: 0.00 Tag Number: 5826 Manufacturer: ADLERHORST INTERNATIONAL Model /f Serial if REG#24872 Measure Unit: Document Sourcuss Acquisition Proprietary: acgm&equip Governmental: acqmachg CIP Proprietary: Acquire Method: purchase PO # 024425 Invoice # 14735 Voucher If Check# 145076 Deed If Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 170 Post to Balance Sheet: Y From CIP: Allow Partial Disposal: Y Disposal Restriction: N Restriction Desc:: Depreciation Proprietary: depm&equip Governmental: depm&eccg Disposal Transfer in Proprietary: transfer Governmental: transfer Proceeds Proprietary: disposal Proprietary: Governmental: disposal Governmental: Purchase Date: 4/14/2011 Vendor: 004802 ADLERHORST INTERNATIONAL INC Amount: 16,971.88 3951 VERNON AVENUE PO Date: 4121/2011 RIVERSIDE CA 92509 Invoice Date: 3/22/2011 Voucher Date: Check Date: 4/21/2011 Deed Date: Purchase Distribution Date Type Account Number 4/14/2011 E 001.170.999.5610 Location Responsible Dept: 170 Responsible Person: ANDRE OHARRA Fund Percent Amoun 001 100.00 In Use Person: SGT VICTOR TREVINO APN: 16,971.88 Page: 3 faMstAst Master Fixed Asset Report 12/1/2011 10:21:40AM Location 1: 13 30755 Auld TEMECULA CA 92596 Fdll,descr/ptlon .j. , , .., POLICE STATION -SOUTHWEST CITY OF TEMECULA Page: 4 Asset Number: 003812 - SPRAY GUN Asset Class: macheq - MACHINERY AND EQUIPMENT Asset Type: machequip Activity: Master Asset # Asset Size: 0.00 Measure Unit: Tag Number. 5827 Manufacturer: GOLDSTAR ASPHALT PRODUCTS Modell/ LINELAZER IV 3900 Serial # BA6571 Acquisition Proprietary: invmachequ Governmental; InVmachequ CIP Proprietary: Governmental: Purchase Acquire Method: purchase Funding Source: PO it 024637 Invoice# 46664 Voucher # Check# 146403 Deed # Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 164 Post to Balance Sheet: Y From CIP: Allow Partial Disposal. Y Disposal Restriction: N Restriction Desc:: Depreciation Proprietary: depm&equip Governmental: depm&equip Disposal Proprietary: Governmental: Purchase Date: 5/17/2011 Amount: 5,980.16 PO Date: 5/17/2011 Invoice Date: 6/20/2011 Voucher Date: Check Date: 6/30/2011 Deed Date: Transfer In Proprietary: transfer Governmental: transfer Proceeds disposal Proprietary: disposal Governmental: Vendor: 014173 GOLDSTAR ASPHALT PRODUCTS DBA: NPG CORPORATION 1354 JET WAY PERRIS CA 92571 Purchase Distribution ate un 5/17/2011 E 340.199.705.5242 5/17/2011 E 001.164.601.5242 Responsible Dept: 164 Responsible Person: G BUTLER Location 1: 31 CIVIC CENTER 41000 MAIN STREET TEMECULA CA 92590 Full description Percent 340 49.83 001 50.17 Amount In Use Person: PW FACILITIES & MAINT APN: 2,980.16 3,000.00 Asset Number: 003920 - CLOSED CIRCUIT TV INSTALLATION Asset Class: macheq - MACHINERY AND EQUIPMENT Asset Type: machequip Activity: Master Asset Asset Size: 0.00 Measure Unit: Tag Number: Manufacturer: Model # Serial # DocumontSourcas Acquisition Proprietary: acqm&equip Governmental: acqmachg CIP Proprietary: Governmental: Depreciation Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: purchase Property Group: 210 Post to Balance Sheet: Y From CIP: Allow Partial Disposal: Y Disposal Restriction: N Restriction Desc:: Proprietary: depm&equip Governmental: depm&eccg Disposal Proprietary: disposal Governmental: disposal Transfer In Proprietary: transfer Governmental: transfer Proceeds Proprietary: Governmental: Page: 4 faMstAst 1211/2011 10:21:40AM Purchase, Acquire Method: purchase Funding Source: CIP PO # Invoice 11 Voucher if Check# Deed if Master Fixed Asset Report CITY OF TEMECULA Purchase Date: 8/30/2011 Amount: 350,641.00 PO Date: Invoice Date: Voucher Date: Check Date: Deed Date: Purchase Distribution Page: 5 Dara Type Account Number Fund 6/30/2011 B 820.1940 Location -_ Responsible Dept: Full description .. .. CLOSED CIRCUIT TV INSTALLATION TEMECULA PARKWAY & PECHANGA ercent Amours 820 100.00 350,841.00 In Use Person: APN: Asset Number: 003928 - CITYWIDE ADAPTIVE TRAFFIC LIGHT SYNCH Asset Class: macheq - MACHINERY AND EQUIPMENT Asset Type: machequip Activity: Asset Size: 0.00 Model # Serial # potuntant Sources. Acquisition Proprietary: acgm&equip Governmental: acqmachg CIP Proprietary: Governmental: Acquire Method: purchase Funding Source: CIP PO II Invoice It Voucher # Check # Deed 11 Measure Unit: Depreciation Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: purchase Property Group: 210 Post to Balance Sheet: Y From GIP Allow Partial Disposal: Y Disposal Restrlctlon: N Restriction Desc:. Proprietary: depm&equip Governmental: depm&eccg Disposal Proprietary: disposal Governmental: disposal Purchase Date: 6/30/2011 Amount: 178,408.00 PO Dale: Invoice Date: Voucher Date: Check Date: Deed Date: Purchase Distribution Transfer In Proprietary: transfer Governmental: transfer Proceeds Proprietary: Governmental: ate Type Account Number 6 /3 012 011 B 820.1940 Lecutlon,.. Responsible Dept Responsible Person P01 «esgr/pliers , ,' - CITYWIDE ADAPTIVE TRAFFIC LIGHT SYNCHRONIZATION - PHASE I Fund Percent Amount 820 100.00 178,408.00 In Use Person: APN: Asset Number. 003929 • CITYWIDE ADAPTIVE TRAFFIC LIGHT SYNCH II Asset Class: macheq - MACHINERY AND EQUIPMENT Asset Type: maehequlp Activity: Master Asset # Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: purchase Property Group: 210 Page: 5 faMstAst Master Fixed Asset Report 1211/2011 10:21:40AM Asset Size: 0.00 Tag Number Manufacturer: Model # Serial# Documentsoure05 Acquisition Proprietary: acgm&egUIp Governmental: acqmachg CIP Proprietary: Governmental: Purchase - Acquire Method: purchase Funding Source: CIP PO 4 Invoice # Voucher# Check # Dead it Measure Unit: CITY OF TEMECULA Post to Balance Sheet Y From CIP Allow Partial Disposal Y Disposal Restriction N Restriction Desc. Depreciation Proprietary: dopm8equip Governmental; depm&occg Disposal Proprietary: disposal Governmental: disposal Purchase Data: 6/30/2011 Amount: 576,710.00 PO Date: Invoice Dale: Voucher Date: Chock Date: Deod Date: Purchase Distribution Page: 6 Transfer In Proprietary: transfer Governmental: transfer Proceeds Proprietary: Governmental: Date Typo Account Number bund Percent Amount 6/3012011 B 820.1940 820 100.00 576,710.00 Location Responsible Dept In Use Person: Responsible Person: APN: CITYWIDE ADAPTIVE TRAFFIC LIGHT SYNCHRONIZATION - PHASE II Asset Number: 003930 - SCISSORLIFT Asset Class: macheq • MACHINERY AND EQUIPMENT Asset Type: machequlp Activity: Master Asset # Asset Size: 0.00 Tag Number: V11199 ! 5829 Manufacturer: JLG Model # 2630ES Serial # 0200204597 Document Sources; _ . ... Acquisition Depreciation Measure Unit Asset Status: ACTIVE Property Type: FIXED ASSET Asset Condition: new Property Group: 340-706 Post to Balance Sheet V From CIP' Allow Partial Disposal: Y Disposal Restriction. N Restriction Dem: Proprietary: acgm&squlp Proprietary: depm&equip Governmental: acqmachg Governmental: dopm&eccg CIP Disposal Transfer In Proprietary: transfer Governmental. transfer Proceeds Proprietary: Proprietary: disposal Proprietary Governmental. Governmental: disposal Governmental. Putcheao ,.. , ,,,. - c ? Acquire Method: purchase Purchase Date: 8/24/2011 Vendor: 014170 AHERN RENTALS INC Funding Source: Amount: 16,119.41 P 0 BOX 271390 PO # 024616 PO Date: 5117/2011 LAS VEGAS NV 89127-1390 Invoice 4 9879623-001 Invoice Date: 8/24/2011 Voucher 4 Voucher Date: Check # 147433 Check Date: 9/1/2011 Deed # Deed Date: Purchase Distribution Date Type Account Number Percent Amount 8124/2011 E 340.199.706.5610 340 100.00 4ocatjon Responsible Dept: 340.706 In Use Person: Facilities Maintenance Responsible Person: 0 Butler APN: Location 1: 29 FIELD OPERATIONS CENTER 43230 BUSINESS PARK DRIVE TEMECULA CA 92590 16,119.41 Page: 6 faMstAst 12/1/2011 10:21:40AM Foil description Master Fixed Asset Report CITY OF TEMECULA Page: 7 Page: 7 Commercial Insurance Proposal Town & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 An Explanation of PROPERTY BUILDINGS: (Real Property) Buildings or structures including extensions, fixtures, machinery and equipment constituting a permanent part of the building, building service equipment and supplies. CONTENTS: (Personal Property) All business property including stock, fixtures, equipment while in the building or in the open within 100 feet of the premises. IMPROVEMENTS & BETTERMENTS: Alterations or additions to any building not owned by insured. BUSINESS INCOME: Reimburses insured for loss of income resulting directly from interruption of business caused by damage to or destruction of real or personal property, by perils insured against. The company is liable for the actual loss of net income that would have been earned or incurred and continuing normal operating expenses including payroll. This form of insurance provides "disability Income" for your business and the function of it is to replace the operating income of your business during the period when damage to the premises or other property prevents this from being earned. It is from your operating income that your business meets expenses of payroll, light, heat, advertising, telephone, etc., and from which is derived your profit. This form is subject to coinsurance of either 50%, 60%, 70%, 80%, 90%, 100% or 125%. MAXIMUM PERIOD OF INDEMNITY: Provides loss of income the same as business income except that coverage is limited to 120 days and is not subject to coinsurance. MONTHLY LIMIT OF INDEMNITY: Provides loss of income based on insured's highest monthly loss times length of maximum down time. Not subject to coinsurance. EXTRA EXPENSE: If your building was rendered untenantable by fire or by any other insured peril, it would probably be deemed necessary to secure other quarters to continue operations. However, the use of such buildings would undoubtedly involve many extra expenses such as rents, installation of telephones, etc. Extra Expense Coverage would provide the necessary money for such expenditures. This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 9 January 31, 2012 Commercial Insurance Proposal grown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 CONTINGENT BUSINESS INTERRUPTION: Indemnifies the insured for loss of gross earnings and continuing charges and expenses resulting directly from necessary interruption of his business due to damage to or destruction of (a) Contributing properties which are firms supplying raw materials or parts to the insured and (2) Recipient properties which are firms to which products of the insured are furnished. AGREED VALUE ENDORSEMENT: An agreement made by the insured company that they will waive the coinsurance clause on specified property if a loss caused by an insured peril occurs after the date of the endorsement and prior to the expiration of the policy. If this endorsement is not extended by endorsement beyond the expiration date the Coinsurance Clause is automatically reinstated. VALUE REPORTING FORM: If your stock values fluctuate from month to month, this is the most feasible plan you can have as you report exact amount of exposure present. This policy is written subject to the 100% Coinsurance Clause and the values are adjusted at the end of each year. You will either receive a return premium or an additional premium, depending upon the average value reported. The deposit premium is based on 75% of the face amount of insurance shown. PLATE GLASS: "All Risk" of direct physical loss. Includes the expenses of repairing frames, installing temporary plates, or boarding up opening. Coverage is for Full Replacement Cost, less deductible. EMPLOYMENT DISHONESTY: This covers loss of money, securities or property belonging to the insured or for which the insured is legally liable due to employee dishonesty. Burden of proof rests with the insured. Policy does not cover inventory losses based on an inventory computation or a profit and loss computation, unless the insured can prove through evidence wholly apart from such computation that the loss was sustained through dishonest acts of employees. Under Blanket Position Bond each employee is bonded for policy limit, while under Commercial Blanket Bond the policy limit applies regardless of the number of employees involved. MONEY & SECURITIES BROAD FORM: The company pays for loss of money and securities by the actual destruction, disappearance or wrongful abstraction of same from within the premises or while being conveyed by a messenger outside the premises. ACCOUNTS RECEIVABLE: "All Risk" protection is provided which includes the following perils: fire, lightning, windstorm, hail, riot, civil commotion, strikes, explosion, aircraft, vehicle damage, collapse of building by weight of ice, snow or sleet, vandalism and malicious mischief, burglary and theft and other perils not excluded by the policy. The intent of this insurance, if any of the above losses occur, is to provide coverage for the following: This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 10 January 31, 2012 Commercial Insurance Proposal .rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 • All sums due you from customers, provided you are unable to effect collection thereof as a direct loss or damage to records of accounts receivable. • Interest charges on any loan to offset impaired collections pending repayment of such sums made collectable by such loss or damage. • Collection expense in excess of normal collection cost made necessary because of such loss or damage. • Other expense, when reasonably incurred by you in re-establishing records of accounts receivable following loss or damage. INSTALLATION FLOATER: Covers materials and supplies destined to be installed or erected while in transit or at a job site. Tools and equipment of the insured and property at owned or rented premises is excluded. NEON SIGN COVERAGE: Policies are written on "All Risk" basis, subject to the following exclusions: • Wear and tear and gradual deterioration • Loss caused by installation • Mechanical breakdown • Loss caused by dampness of atmosphere • Loss caused by war • Loss caused by nuclear reaction VALUABLE PAPERS: Valuable papers means written, printed, or otherwise inscribed documents and records, including books, maps, films, drawings, abstracts, deeds, mortgages and manuscripts. Valuable papers would cover the cost of research to reconstruct damaged records, as well as the cost of new paper and transcription. It is an "All Risk" form. This endorsement does not apply to the following: • Fraudulent or dishonest acts by the insured • Loss resulting directly from errors or omissions in processing or copying the valuable paper • Wear, tear, gradual deterioration, vermin, or inherent vice • Loss due to electrical or magnetic injury, or erasure of electronic recordings except by lightning • Loss due to nuclear reaction • Loss caused by warlike action • Loss of property held as samples or for sale or for delivery after sale. etre rint. This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. January 31, 2012 11 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 CONTRACTORS TOOLS & EQUIPMENT: A floater used to cover a wide variety of movable equipment. Coverage can include small items such as hand tools, i.e., hammers, circular saw, jig -saw, pumps, etc. EQUIPMENT FLOATER: A floater used to cover a wide variety of owned and rented equipment. Coverage can also include equipment rented to others. See your specific form for details. COMPUTER: MEDIA - magnetic tapes, discs, drums, or other materials on which data are recorded. EQUIPMENT - machinery used to read and produce information kept on the media. LOSS OF INCOME - when normal operations are curtailed because of damage to or destruction of the equipment or the media. EXTRA EXPENSE - additional cost incurred by an insured in its attempt to conduct business on a normal basis after damage or destruction of its processing system. This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 12 January 31, 2012 Commercial Insurance Proposal crown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 An Explanation of SPECIAL FORM COVERS ALL DIRECT CAUSES OF LOSS, SUBJECT TO, BUT NOT LIMITED TO, THE FOLLOWING EXCLUSIONS: > Explosion of steam boilers > Voluntary parting via trick or device > Mysterious disappearance or inventory shortage ➢ Wear and tear > Loss caused by birds, insects, rodents or other animals ➢ Mechanical breakdown > Artificially generated electrical currents > Continuous or repeated seepage or leakage of water over a period of 14 days or more > Smog > Dishonest act or omission by an insured, employee, volunteer or authorized representative ➢ Rust, corrosion, fungus, decay, deterioration or latent defect > Earth movement > Dampness or dryness of atmosphere, extremes of temperature > Water leakage from failure to protect from freezing > Flood - surface waters or water which backs up through sewers or drains. Water below the surface of the ground, including that which exerts pressure or flows, seeps or leaks through sidewalks, driveways, foundations, walls, basement or other floors, or through any opening. > Governmental Action > Nuclear Hazard ➢ War ➢ Power Failure > Building Ordinance > Rain, snow, ice or sleet to personal property in the open > Release of contaminants > Setting or cracking > Marring or scratching ➢ Smoke, vapor or gas from agricultural smudging or industrial operations > Collapse except as provided by additional coverage > Failure to act, inadequate planning, or defective design, materials, or maintenance telt t rre .,.. This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 13 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 A SPECIAL FORM provides much broader coverage than a BASIC or BROAD PERILS policy in lieu of a limited number of perils insured against under the BASIC or BROAD PERILS policy. The SPECIAL FORM places the burden on the insurance company to pay any loss that is not specifically excluded in the policy contract. r aia This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 14 January 31, 2012 Commercial Insurance Proposal Town & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 What is Co -Insurance? The co-insurance clause is found in almost every property policy. It states that the insurance company agrees to give you a lower rate per $100 of coverage, if you agree to carry the specified percent of insurance to the value of the property. Examples of Co-insurance at 80%: Building Value Insurance Carried Loss Insurance Pays $100,000 $100,000 $60,000 $60,000 $100,000 $80,000 $60,000 $60,000 $100,000 $70,000 $60,000 $52,500* Have (70,000) Should have (80,000) x Loss = % Paid Ordinance or Law Coverage: Coverage is provided when the insured is required by enforcement of building, zoning or land use ordinance or law to repair, replace or demolish a covered building property. Description of Coverage: Coverage Limits of Coverage A. Loss to the undamaged portion of the building allows a •artially damaged buildin• to be valued as a total loss B. Demolition Cost C. Increased Cost of Construction OR: Blanket Limits Coverage B and C. n ns This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 15 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 %Owner &J: rown Machinery Breakdown Building & Business Personal Property Business Income w/Extra Expense EDP Property on Prem Fine Arts - AOL Fine Arts in Transit Fine Arts on Premises Personal Property Personal Property - AOL Scheduled Personal Property Valuable Papers on Premises Total Property: NOTES: a) PREMIUM SUMMARY PROPERTY (EXCLUDING EARTHQUAKE & FLOOD) 2007/2008 $8,109 $68,349 2008/2009 $6,217 $72,493 Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included 2009/2010 $8,218 $65,391 2010/2011 $10,214 $72,105 Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included $76,458 $78,710 $73,609 $82,319 COMBINED SCHEDULED BUILDING & PERSONAL PROPERTY VALUES 2006 2007 2008 2009 2010 $52,565,750 $68,915,750 $80,801,938. $80,590,138 $100,548,991 .1248 .1109 .0974 .0913 .0819 2011 2012 $139,147,695 142,707,895 .0656 .0776 2012 Value Increase: 2.6% b) Rate Increase: 18.3% (Travelers) c) Premium Increase: 21.3% (Travelers) Includes: 26.7% Value increase & 18.3% rate increase for Travelers (1.02559 x 1.1829 = 1.213) Travelers *Terrorism included at $3,091 (Travelers) 2011/2012 Included $91,271 2012/2013 Included $110,708* Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included Included $91,271 $110,708 %r it fft=,.ryf-,, This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 16 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 PREMIUM PAYMENT OPTIONS 1. Payment in Full 2. 4 Payments — 25% due at inception, 25% due at 4th, 7'h, & 10th month F<trtil\. . J"/ This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 17 January 31, 2012 Commercial Insurance Proposal gown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 MARKETING RESULTS PROPERTY (EXCLUDING EARTHQUAKE, FLOOD & AUTOMOBILE PHYSICAL DAMAGE) Travelers Insurance Company 2012 A.M. Best Rating: A+: XV; Admitted Philadelphia Indemnity Ins. Co. 2012 A.M. Best Rating: A+: XIV; Admitted Fireman's Fund Insurance Company 2012 A.M. Best Rating: A: XV; Admitted Chubb(Federal Insurance Company) 2012 A.M. Best Rating: A++: XV; Admitted Affiliated Factory Mutual 2012 A.M. Best Rating: A+: XV; Admitted Chartis Insurance Company 2012 A.M. Best Rating: A: XV; Admitted Hartford Insurance Company 2012 A.M. Best Rating: A: XV; Admitted $1 10,708 $150,000 + $1 19,000 + Unable to compete with Incumbent Pricing $100,500 Property (Unable to write Automobile Physical Damage) Unable to Compete with Incumbent Pricing Not a Market for Municipalities fetal r This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 18 January 31, 2012 Commercial Insurance Proposal •rown Si Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE Crum & Forster Insurance Comapny 2012 A.M. Best Rating: A: XIII; Admitted Golden Eagle Insurance Company 2012 A.M. Best Rating: A: XV; Admitted Hanover Insurance Company 2012 A.M. Best Rating: A: XIV; Admitted One Beacon Insurance Company 2012 A.M. Best Rating: A: XII Admitted Westchester 2012 A.M. Best Rating: Liberty International 2012 A.M. Best Rating: Landmark Insurance Company 2012 A.M. Best Rating: Great American Insurance Company 2012 A.M. Best Rating: Axis Insurance Company 2012 A.M. Best Rating: Scottsdale Insurance Company 2012 A.M. Best Rating: Property -Declined (No Fire Trucks/Buses) Not a Market for Municipalities Premium: $200,000 Not a Market for Municipalities Premium: $150,000 Cannot Compete Declined Declined Cannot Compete Cannot Compete r„ t�1rir ,..., r' This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 19 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE DIC (Including Earthquake & Flood) • Statement of Values • Premium Summary This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 20 January 31, 2012 Commercial Insurance Proposal Brown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE DIFFERENCE IN CONDITIONS Coverage: Interests Covered: Limits: Sublimits: Deductible: Exclusions: Conditions: Subject to: Premium: DIC, including Earthquake (Not Including Earth movement), Flood & Earthquake Sprinkler Leakage Buildings, Business Income, Contents, Electronic Data Processing, Extra Expense, Improvements & Betterments, Stock, Valuable Papers $35,000,000 (last year: 35,000,000) 5,000,000 $500,000 $500,000 $50,000 5.0% Per Occurrence & in Annual Aggregate separately as respects Earthquake & Flood. Earthquake Sprinkler Leakage subject to Earthquake Aggregate. Building Ordinance, Increased Cost of Construction & Demolition(NEW) — Was $2,500,000 Property of Others Owned Property at Other Locations Per Occurrence, all perils except *Per Unit of Insurance for Earthquake & Earthquake Sprinkler Leakage, subject to a $50,000 minimum per Occurrence $100,000 Per Occurrence for Flood. Pollution, Contamination, Asbestos, Cyber/EDP Systems, Nuclear, Biological, Chemical, Seepage, For existing schedule, Flood in Shaded X Flood Zone and Flood Zones A & V, except after allocation of 2% per location subject to $500,000 per Occurrence Deductible, Terrorism (if declined), Cyber, Mold/Fungus, War, All Risk Perils, Theft, Building Ordinance, Increased Cost of Construction (except above limit), Boiler & Machinery & Ensuing Loss. TERM: EFFECTIVE DATE: VALUATION: COINS: VALUES: WARRANT: 12 Months 2-26-12 Replacement Cost except Actual Loss Sustained on Time Element Nil $147,242,345(Last Year $147,004,545) All Risk Underlyer • Company Primary Form (as per expiring) and will attach scheduled Limit of Liability (Statement of Values form) • Debris Removal Clause • Receipt of Terrorism Disclosure Notices, prior to binding. • Locations marked "X", per DIC Schedule attached $236,206.00 $13,655.45 Surplus Lines Tax/Fee & Policy and Intermed. Fees $249,861.45 Total (See Alternate Limits Quote) This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 21 February 1, 2012 Commercial Insurance Proposal Brown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 '=Town G rown Rates: Cancellation: premium. Various 30 days Notice of Cancellation except 10 days for non-payment of *Unit of Insurance a) Each separate Building or Structure b) Contents in each separate Building or Structure c) Property in Yard d) Business Income/Extra Expense Valuation: Replacement Cost: Property Damage & Stock Valuation; Actual Loss Sustained: Time Element including Extra Expense Terrorism/TRIA: Optional Increase in Occurrence & Annual Aggregate Limit TRIA (Terrorism Risk Insurance Act) Act of 2002, Empire Indemnity Co. is offering coverage for annual additional premium of $110,250 + $3,583.13 taxes/fees. Must have declination/ acceptance of offer at time of binding. a) 10,000,000 Excess over $35,000,000. Premium: $14,000 +.0325 Taxes and Fees Participating Company Participation Layer Premium Taxes & Fees Empire Indemnity Ins. Company 2012 A.M. Best Rating: A+: XV; Non -Admitted 100% $35,000,000 $236,206 $13,655.45 Note: Quote expires 30 days from quote date. Full premiums and fees are due and payable 20 days from inception. 35% MINIMUM EARNED PREMIUM ♦ 100% MINIMUM EARNED ON FEES Major Terms & Conditions: Form: Company Form Major Exclusions This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 22 February 1, 2012 Commercial Insurance Proposal own & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 Additional Comments: Terrorism -Not to Include the US Terrorism Risk Insurance Act of 2002 (company form) Pollution (Company Form) Asbestos/Contamination (Company Form) Mold (Company Form) Theft Flood -Location located in 100 year flood plain and shaded X flood zone. Boiler & Machinery Electronic Data & Computer Systems (company form) All Risk Perils (including windstorm) Ensuing Loss Subject To: Warrant All Risk Underlyer Debris Removal clause Statement of Values Form Loss Control Survey Signed Terrorism Notice Signed D-1 Form THE EXCLUSION FOR FLOOD ZONE A, V & SHADED X DOES NOT APPLY TO THE FOLLOWING LOCATIONS, OR ANY OTHER LOCATIONS ON THE EXISTING SCHEDULE, THEY SHOULD BE REASSIGNED BY FEMA TO FLOOD ZONE A, V OR SHADED X. 1. 43200 Business Park Dr., Temecula, CA 2. 43210 Business Park Dr., Temecula, CA 3. 43230 Business Park Dr., Temecula, CA 4. 42081 Main Street, Temecula, CA 5. 42049-51 Main St., Temecula, CA 6. 28300 Mercedes, Temecula, CA 7. Old Town Temecula, Temecula, CA This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 23 January 31, 2012 Commercial Insurance Proposal Brown & Brown Insurance Seryices of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 24 February 1, 2012 DIC PREMIUM SUMMARY EARTHQUAKE & FLOOD Annual Premium Annual Premium Insurance Company 2012/2013 Insurance Company 2011/2012 Empire Indemnity Company $236,206.00 Empire IndemnityCompany $225,500.00 plus Taxes & Fees 13,655.45 plus Taxes/Fees 13,138.50 TOTAL DIC COST: $249,861.45 $238,638.50 Premium Increase: 249,861.45 = 4.7% (Increase) 238,638.50 Value Increase: 147,242,345 = .16% (Increase) (Total Insured Values) 147,004,545 Rate Decrease: 12.5% (Decrease) 2007 Total DIC Limit $15M Ded. 10% Values: 69,830,088 Premium: 209,137.50 2008 Total DIC Limit $25M Ded. 7.5% Values: 82,224,088 Premium: 145,467.48 2009 Total DIC Limit $25M Ded. 5% Values: 82,493,816 Premium: 158,992.34 2010 Total DIC Limit $25M Ded. 5% Values: 106,565,469 Premium: 179,818.50 2011 Total DIC Limit $35M Ded. 5% Values: 147,004,595 Premium: 238,138.50 2012 Total DIC Limit $35M Ded. 5% Values: 147,242,345 Premium: 249,861.45 NOTE: a) Terrorism not included above, see options b) Premium increase of 4.7% (comprised of a value increase of .16% and a rate increase of 4.5%) This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 24 February 1, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE PREMIUM PAYMENT OPTIONS 1. Payment in Full 2. Premium Finance: 25% down payment and 9 monthly installments remisittnt This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 25 January 31, 2012 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 to 2-26-13 010 loc./$ Bldg.* Address Occupancy Building BPP earepreent Lit EE papers EDP Hardware so re EDP EE Year BuItt Construction Stories Prot C1 Area 41000 Main St, Temecula, CA Civic Center 34.926,892 3.539.800 0 1,000 50.000 2,000,000 0000.000 Included 500000 2010 * 3 4 Mo.R.) 96.795 43200 Business Park Or Temecula, CA 92590 (01d) City Hall 9.000,000 1.200,000 0 0 0 0 250,000 Included 25,000 1993 Spnnkiered J/Masonry 2 4 30.187 X 3 1 30875 Rancho Vista Rd Temecula. CA 92690 8 42659 Margarita Rd Temecula, CA 92590 Ronald Regan Sports Park: Community Recreation Center Offices (CRC) Meeting RoornS 1.200,000 215,000 150,000 0 50,000 100,000 100,000 Included 10,000 1994 Sprinktered Concrete Block 1 4 6,000 X 3 2 Gym 3,400.000 60,000 0 0 Included 0 0 0 0 1994 SprmkJered 1 4 16,000 Auditenum, Classrooms, Kitchen 2,500,000 115,000 0 0 Included 0 15,000 Included 10,000 1994 Concrete Spenklered Concrete 1 4 10,000 Pool/ Pcol Bldg /slide 250,000 0 130.000 0 Included 0 0 0 0 1994 Block Concrete 1 4 1.000 Skateboard Park, Roller Hockey Park, 250,000 200,000 0 0 0 0 0 0 !flawed Included 0 0 5,000 Included Included Included 0 0 1994 Block Spffnmered Concrete 1 4 1,000 X 3 6 X 3 7 Bestrewn& Snackbars,Playground Equipment Rental Facility 500.000 35.000 100.000 0 Included 0 0 0 0 1990 J/Masonry 1 4 3,000 X 4 1 28816 Pulp Street, Temecula. CA Temecula Community Center 1.100000 250,000 0 0 50,000 0 15.000 included 0 1985 Wood Frame 1 4 5,900 4 2 Caboose 250,000 35,000 0 0 0 0 0 1985 Steel1 41845 6th Street Temecula CA 92590 Mary Phillips Senior Center 2,000,000 375,000 0 0 50,000 0 15,000 Included 0 1985 Spnnklered Wood Frame 1 4 4 600 8,000 X 6 1 28314 Mercedes Temecula CA 92590 Museum 1,800.000 50,000 0 0 0 3,000,000 15,000 Included 0 1998 Spnnklered Frame 2 4 7,200 X 7 1 28300 Mercedes Temecula CA 92590 Wedding Chapel (Chapel of Memones) 250,000 100,000 0 0 0 0 0 0 0 1998 NoniSpnnk Frame 1 4 1,509 X 8 1 42081 Main Street Temecula, CA 92590 Children's Museum Gift ShopArynrimire Single Occupant 2,250,000 1,500,000 0 0 0 0 25,000 Included 0 Framed, Sprinldered. & Secunty) 4 42051 Main Street Temecula. CA 92590 42049 Main Street Old Town Temecula Community Theater 9.000.000 1,000,000 0 300,000 0 0 650,000 Included 75,000 2005 Spnnkiered, 3 4 20,000 Mercantile Building 1000000 50000 0 0 0 0 15,000 Included 10,000 2003 Sleet, Wood Frame & Brick 1 4 2 X 10 1 43210 Business Park Dr Temecula CA 92590 West Wing Maintenance Facility 1 Office 3,300.000 400,000 0 0 0 0 75,000 Included 10,000 1997 Spnnktered Masonry 2 4 184 13,500 43230 Business Park, Temecula, CA 92591 Field Operation Center 6,800,000 550,000 0 0 50,000 0 150,000 Included 100,000 2007 Spnnldered Steel Frame Composite Membrane and Metal Root 2 17,800 30600 Pauba Rd Temecula CA 92591 Temecula Public Library 10,000,000 550,000 0 0 200,000 2,000,000 950,000 included 150,000 2006 SpnnkJered Steel 1 34,000 X 13 28690 Mercedes SI Temecula, CA 92590 Parking Structure/Office, Retail (RE: EDP Hardware Location Locked MG card access 8 security camera) 16,700,000 0 0 0 0 0 650,000 Included 0 2010 Reinforced & pre -stressed casted In p la ce concrete/stroct oral steel frame 1 below 8 3 above 4 179,410/ 8555 X 14 28816 Pojoi Street, Temecula, CA 92590 TCC SAFE House 1,242,053 0 0 0 50,000 0 175,000 Included 0 2009 Spnnkiered frame with metal (001 1 4 3,800 15 Bahia Vista Park 41566 Avenida 0e La Reina. Temcula, CA Park, Basketball 0 15,000 0 0 0 0 0 0 16 1 °viol -field Stage Park 33654 De Podola Road Park. Playground Equipment 0 25,000 50,000 0 0 0 0 0 0 1996 Concrete Block 1 4 1,000 Temecula CA 92590 17 Calle Aragon Park 41621 Calle Aragon Temecula CA Park, Playground Equipment 25,000 0 0 0 0 0 0 18 1 Crowne Hill Perk 33203 Old Oak Rd Temecula CA 92590 Park, Playground Equipment & Restroom 140.400 0 100,000 0 0 0 0 0 0 2003 Concrete Block 1 4 1,000 mb201202pc- Temecula SOV 2-1-12 (2) CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 to 2-26-13 mb201202pc- Temecula SOV 2-1-12 (2) 2 Building 1BPP SI EE EDP Hardware Year Belli ConthnicUn st rt si ts so X 19 1.2 3 Harveston Community Park 28582 Harvest= Dr. Temecula, CA 92590 Park. Playground Equipment, Restmom, Snackbar 500.000 35.000 100,000 0 0 0 0 0 0 2004 Concrete Block 1 4 3,000 Community Room 600 000 included 0 0 0 0 0 0 0 2004 Concrete Blo* 1,900 20 1.2 Harveston Lake Pam 29005 Lake House Road Temecula. CA 92590 Park. Playground Equipment, ReStrOOMS. lake. Gazebo, Boat House 500,000 0 100,000 0 0 0 0 0 0 2004 Concrete Block & Wood 1 4 3.000 21 John Magee Park 44570 00110 Veranas, Temecula. CA Park, Playground Equipment 0 0 50,000 0 0 0 0 0 0 22 1 Kent Flintergardt Park 31465 Via Cordoba, Temecula. CA Park, Playground Equipment, Restrooms. Snackbar 500,000 35.000 50.000 0 0 0 0 0 0 1991 Concrete Block 1 4 3,000 23 Loma Linda Park 30377 Loma Linda Road. Temecula, CA Park, Playground Equipment 0 0 150,000 0 0 0 0 0 0 24 Long Canyon Creek Park 40356 N. General Kearny Rd, Temecula, CA Park. PlaygroundEquIpment 0 0 50,000 0 0 0 0 0 0 25 1,2 Margarita Community Pad< 29119 Margarita Rd Temecula, CA 92590 Park, Roller Hockey. Ball Fields, Tennis, Snack Bar/Restroom 500.0000 50,000 0 0 0 0 0 0 1.000 26 1.2 meadows Park 43110 Meadows Parkway Temecula CA 92590 Park, Playground Equipment, Restroom 140.400 0 50,000 0 0 0 0 0 0 2003 Concret Block 1 4 1,000 27 Nakayama Park 30952 Nicolas Rd, Temecula, CA Park, Playground Equipment 0 0 5.000 0 0 0 0 0 0 28 Nicholas Road Park 39955 Nicholas Road Temecula, CA PaM, Playground Equipment, 0 0 50,000 0 0 0 0 0 0 29 Pablo Apis Pam 33005 Regina Dr. Temecula, CA Park, Playground Equipment 25,000 0 50,000 0 0 0 0 0 0 30 1 Pala Community Park 44900 Temecula Lane Temecula, CA Park. Playground Equipment, Restrooms, Snackbar. Ball Fields. Tennie 500.000 35,000 50,000 0 0 0 0 0 0 1992 Concrete Block 1 4 3,000 31 1 Paloma Del Sol Park 32099 De Ponola. Temecula CA Park, Poolrooms, Ball Fields, Snackbar 500,000 35,000 40,600 1.000 8.900 0 15,000 Included 10,000 1991 J/Masonry 14 3,000 32 Paseo Gallante Park 32455 Camino San Dimas, Temecula CA Pak Playground Equipment 0 0 50,000 0 0 0 0 0 0 33 1, 2, 3. 4 Patnca H Birdsall sports Park 32380 Dean Hollow Way Temecula, CA Park. Snackbar, Playground Equipment, Restrooms, Ball Fields, Courts, Maintanence Buildlnq 2,240.000 100.000 75.000 0 0 0 100,000 Included 50.000 2006 Concrete Block 1 7,169 34 1.2 Pauba Ridge Park 33405 Pauba Road Temecula. CA 92590 Park, Playground Equipment, Restrooms 140,400 0 100,000 0 0 0 0 0 0 2003 Concrete Block 1 4 1,000 35 1,2 Redhawk Park F (Redhawk Community Park) 44715 Reclhawk Parkway Temecula, CA Park, Turf Area. Shelter/Plonic Tables, Dog Park, Restrooms, Basketball Halt -court 250.000 0 50,000 0 0 0 0 0 0 mb201202pc- Temecula SOV 2-1-12 (2) 2 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 to 2-26-13 DIC Lot. $: 131dgat Address Occupancy Building EPP swooned 131 EE noon EDP Hardware sat. EDP EE Year Built Construction stones et istsso 36 Riverton Park 30950 Riverton La. Temecula, CA Park, Playground Equipment 0 0 100,000 0 0 0 0 0 o 37 Rotary Park 28816 Pujol Street Temecula. CA Park: Picnic Tables 0 0 50000 0 0 0 0 0 o 38 1 Sam Hicks Park 41970 Moreno Or Temecula Ca 92590 Park, Playground Equipment, Reslrooms 200.000 0 50,000 0 0 0 0 0 0 1996 Concrete Block 1 4 1,000 39 Serena Hills Park 40747 Walcott Lane Temecula CA Park, Playground Equipment 0 0 100,000 0 0 0 0 0 0 40 Stephen Linen Jr. Monona! Park 44935 Nighthawk Pass, Temecula, CA Park, Playground Equipment 0 0 50,000 0 0 0 0 0 o 41 Sunset Park 32155 Camino San Jose. Temecula, CA Park. Playground Equipment 0 0 50,000 0 0 0 0 0 0 42 1,2 Temecula Duck Pond 28250 Ynez Rd & Rancho California Rd Temecula, CA 92590 Park, Pump House, Restroom, Shade Facilales 200.000 0 25.000 0 0 0 0 0 0 1995 Concrete Block 1 4 1.000 43 Temecula creek Trail Park 33662 Channel Street, Temecula, CA Pa Playground Equipment 0 0 50.000 0 0 0 0 0 0 44 1.2 Temeku Hill Park 31367 La Serena Way Temecula, CA 92590 Park, Playground Equipment. 2 Restrooms, Snackbar, Ball Fields 500.000 35,000 50,000 0 0 0 0 0 0 2000 Concrete Block 1 4 3.000 45 Vail Ranch Park 32965 Harmony Lane, Temecula, CA Padt. Playground Equipment 0 0 50.000 0 0 0 0 0 0 46 Veteran's Park 30965 La Serena Way, Temecula, CA Park, Playground Equipment 0 0 100,000 0 0 0 0 0 0 47 Voorburg Park 39960 Nicolas Rd. Temecula. CA Park 0 0 5.000 0 0 0 0 0 0 48 1 Winchester creek Park 39950 Margarita Rd Temecula, CA 92590 Park. Playground Equipment, Restrooms. Basketball 140.400 0 50.000 0o 00 0 0 1999 J/Masonry 1 4 1,000 49 1 Wolf Creek Trail Park 45454 Wolf Creek Rd. Temecula, CA Park, Trail with Par Course 0 0 150.000 0 0 0 0 0 0 50 Wolf Creek Park 45850 Wolf creek Dr N.. Temecula, CA Park, Playground Equipment, Restroom, Gazebo 140.400 0 150.000 0 0 0 0 0 0 2008 Concrete Block 1 4 1.000 X 51 1 30650 Pauba Rd. Temecula. CA 92590 Fire Station 484120,000 0 0 0 0 15.000 Included 5,000 1997 sprinklered Masonry 2 4 10.000 52 25330 MercedesFire Temecula. CA Station 412 Insured by CAL FIRE 00 0 0 0 15,000 Included 5,000 X 53 27415 Enterprise Cr. West Temecula, CA Fire Mahon 473 1.900,000 95.000 0 0 0 0 15,000 Included4 5,000 1968 Type V Wood Frame Stucco 1 6,000 mb201202pc- Temecula SOV 2.1.12(2) 3 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-12 tO 2-26-13 DIC Loc.* Bldg.11 Address Occupancy Building BPP Equipment Ell EE papers EDP liandware Sim EDP EE Year Bulit Construction stories et issun 54 37500 Sky Canyon Or Temecula. CA Fire Welton 983 of Insured by County0 Riverside 0 0 0 0 15,000 Included 0 X 55 1 12221 Wolf Valley Road Fire Station *92 2.718.600 95.000 0 0 0 0 15,000 Included 0 2007 spnrildered Steel Stucco 8. Rock 1 4 9,062 Temecula. 09 92592 X 1 32131 South Loop Rd Temecula, CA 92591 Fire Station W be occupied upon dispute settlement 2.709.000 95,000 0 0 0 0 15,000 Included 0 2006 spnredered Concrete 1 4 9,030 57 1 32364 Overland Trail Temecula, CA 92592 Temecula Citizens0 Corp 8 Paramedics 60.000 30.000 0 0 0 10.000 Included 0 2002 Wood Frame Wood Siding 1 2,000 58 1 41951 Moraga Rd Temecula, CA 92590 Temecula Elementary School, Restrooms 140,400 0 0 0 0 0 0 0 0 1994 Sprinklered Concrete Block 1 4 1,000 58 2 Pool / Pool Bldg. 140,400 0 0 0 0 0 0 0 0 1994 Concrete Block 1 4 1,000 59 42075 Meadows0 Parkway Temecula, CA Temecula Middle School 0 25.000 0 0 0 0 0 0 60 1 30027 Front Street Temecula. CA 92590 Prefab Radio Bldg 8,750 0 0 0 0 0 0 0 0 1996 Steel1 4 45 61 1 Escalar House 8 Sam 28870 Pujol St. Temecula, CA 92589 Pantry Storage 720,000 0 0 0 0 0 0 0 0 1928 Wood Stucco 1 4 1,500 62 1 6th 8 Front Streets Temecula, CA 92590 Restrooms 8 Light Standards, Parking Lot 500,000 0 0 0 0 0 04 0 0 1997 Frame 1 700 Unscheduled. Electronic Data Processing Hardware, Software and Extra Expense at Non -Owned Locations 0 0 0 0 0 0 290,000 Included included 63 Town Square Park 41000 Main Street, Temecula. 09 92590 Turf 8, Benches 0 0 50.000 0 0 0 0 0 0 64 Harvesten House 40135 Village Road. TemeculaCA (Leased) Multi-laurpose Facility 1,000.000 0 0 56.568 Included 0 15.000 Included 10.000 2004 Wood Frame, SOO/erect, Alarmed 1 4 3,493 insured Values -Special Form 5128,933,095 510,784,800 52,720,000 5358,568 5508,900 57,100,000 58,625,000 Included 5975,000 X 010, 00 8 Flood Coverage Totals: 5118,896,545 510,429,800 NIA 5301.000 5500,009 57.100,000 8,165,000 Included 5900,000 X 65 1.2 Old Town Temecula Temecula, CA 92590 2 Arches € 5175,000 each 350,000 50,000 0 0 0 0 0 0 0 1999 Steel Ronforced concrete - Flagstone Face Polished erns 66 "Basket Fountain" Town Square Park, 41000 Main Street, Temecula CA Fountain Sculpture 400,000 0 0 0 0 0 0 0 0 2010 67 'Singing In the Rain" 28250 Ynez Road. Temecula. CA 92590 Public Art Sculpture 130.000 0 0 0 0 0 0 0 0 68 Ovedand Bridge Artwork between 27624 Jefferson 8 26531 Von Road, TeMOCUT2. CA 92590 Art Public0 60.000 0 0 0 0 00 0 mb201202pc- Temecula SOV 2.1-12 (2) 4 CITY OF TEMECULA Special Form, Difference in Conditions, Earthquake Flood Statement of Values 2-26-1230 2-26-13 010 Loc x Bltlg•tl Address 1 'Occupancy Building ; BPP •vGypmuM E9tilPment 81 — EE' Valuable: PaOers 1 EOP Nertlware. _ EOP Sekwafe EDP EE _ Yepr Bulk .. Construction 'no. of Slatles Prot C1 Area ISq.FL1- 69 Civic Center Mural on Parking Bargee 28690 Mercedes St. Temecula, CA 92590 Public Art 250.000 0 0 0 0 0 0 0 0 70 'Immigrant Tell' Civic Center Mural 41000 Main Street. Temecula CA 92590 Public Am 45000 0 0 0 0 0 0 0 0 2010 X 71 1 Temecula Duck Pond 28250 Ynez Rd 8 Rancho California Rd Temecula, CA 92590 Veterans Memorial 550.000 0 0 0 0 0 0 0 0 2004 Steel Reinforced Conc,ee- Polished Grande In X Total Insured Values 10101: Building: BPP: BI: EE: VP: EDP(H): EDP(S): EDP (EE): Vrches eteran Mem. c. Veteran Mem. 1LO0 810) Total: (Last Year) 5118,763.745 10,429,800 301,000 500,000 7,100.000 8,130,000 Included 5880.000 350,000 550,000 5147,094,545 (This Year) 5118,896.545 10.429,800 301,000 500.000 7,100,000 8,165,000 Included 5900.000 Loc 185 400,000 Locg71 550,000 5147,242,345 * Sprinklered Fully-Ccnstmdion Type Loc#1: Slmdural Steel Braced Frame with Reinforced Concrete Shear Walls. Structure has hro roofing components over metal decking with concrete (1) built up clay tile and (2) Thermoplastic (TPO) membme roofing. Stucco Exterorwilb Metal Studs mb201202pc- Temecula SOV 2.112 (2) Authorized Signature Title 'Playground Egui Ment (loci des Shelters & Picnic Tab es11990; Slide etc( Date Commercial Insurance Proposal .rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE OTHER MARKETING RESULTS (Plus Taxes & Fees, where applicable) Insurance Company of the West 2011 A.M. Best Rating: A-: IX Beazley Speciality Insurance Company 2011 A.M. Best Rating: A: VIII Lloyds of London 2011 A.M. Best Rating: A:XV Essex Insurance Company 2011 A.M. Best Rating: A: XII Houston Casualty Company 2011 A.M. Best Rating: A+: XIV Landmark Insurance Company 2011 A.M. Best Rating: A: XV ICAT Specialty Insurance Company 2011 A.M. Best Rating: NR -5 Aspen Insurance 2011 A.M. Best Rating: A: XV Arch Insurance Company 2011 A.M. Best Rating: A-: XV Limit Premium Declined -Can not compete with existing pricing Declined: No Zones A & E $25,000,000 $242,000 @ (Primary/No 5% Ded Zone A) $10,000,000 $75,000 X5 $10,000,000 (No Zone A) $10,000,000 $50,000 XS $10,000,000 $5,000,000 XS $125,000 $5,000,000 Declined -Due to PML (No Zone A) $5,000,000 $110,000 Excess over $5,000,000 Indicated $170,000; No $5,000,000 Zones A & V This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 26 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 ACE Insurance/Westchester 2011 A.M. Best Rating: A+: XV Align Insurance Company 2011 A.M. Best Rating: Axis Insurance Company 2011 A.M. Best Rating: CHUBB Insurance Company 2011 A.M. Best Rating: Colony Insurance Company 2011 A.M. Best Rating: Commonwealth Insurance Company 2011 A.M. Best Rating: Mt. Hawley Insurance Company 2011 A.M. Best Rating: Westchester Insurance Company 2011 A.M. Best Rating: Seneca Insurance Company 2011 A.M. Best Rating: Declined - Unable to compete with Current Pricing Cannot Compete Cannot Compete Cannot Compete Declined: No Zones A & B Cannot Compete $10,000,000 $250,000; No Primary Zones A & B $10,000,000 $205,000 Primary Declined This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 27 January 31, 2012 NOTICE: 1. THE INSURANCE POLICY THAT YOU [HAVE PURCHASED] [ARE APPLYING TO PURCHASE] IS BEING ISSUED BY AN INSURER THAT IS NOT LICENSED BY THE STATE OF CALIFORNIA. THESE COMPANIES ARE CALLED "NONADMITTED" OR "SURPLUS LINE" INSURERS. 2. THE INSURER IS NOT SUBJECT TO THE FINANCIAL SOLVENCY REGULATION AND ENFORCEMENT THAT APPLY TO CALIFORNIA LICENSED INSURERS. 3. THE INSURER DOES NOT PARTICIPATE IN ANY OF THE INSURANCE GUARANTEE FUNDS CREATED BY CALIFORNIA LAW. THEREFORE, THESE FUNDS WILL NOT PAY YOUR CLAIMS OR PROTECT YOUR ASSETS IF THE INSURER BECOMES INSOLVENT AND IS UNABLE TO MAKE PAYMENTS AS PROMISED. 4. THE INSURER SHOULD BE LICENSED EITHER AS A FOREIGN INSURER IN ANOTHER STATE IN THE UNITED STATES OR AS A NON-UNITED STATES (ALIEN) INSURER. YOU SHOULD ASK QUESTIONS OF YOUR INSURANCE AGENT, BROKER, OR "SURPLUS LINE" BROKER OR CONTACT THE CALIFORNIA DEPARTMENT OF INSURANCE AT THE FOLLOWING TOLL-FREE TELEPHONE NUMBER: 1-800-927-4357. ASK WHETHER OR NOT THE INSURER IS LICENSED AS A FOREIGN OR NON-UNITED STATES (ALIEN) INSURER AND FOR ADDITIONAL INFORMATION ABOUT THE INSURER. YOU MAY ALSO CONTACT THE NAIC'S INTERNET WEB SITE AT WWW.NAIC.ORG. 5. FOREIGN INSURERS SHOULD BE LICENSED BY A STATE IN THE UNITED STATES AND YOU MAY CONTACT THAT STATE'S DEPARTMENT OF INSURANCE TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 6. FOR NON-UNITED STATES (ALIEN) INSURERS, THE INSURER SHOULD BE LICENSED BY A COUNTRY OUTSIDE OF THE UNITED STATES AND SHOULD BE ON THE NAIC'S INTERNATIONAL INSURERS DEPARTMENT (IID) LISTING OF APPROVED NONADMITTED NON-UNITED STATES INSURERS. ASK YOUR AGENT, BROKER, OR "SURPLUS LINE" BROKER TO OBTAIN MORE INFORMATION ABOUT THAT INSURER. 7. CALIFORNIA MAINTAINS A LIST OF APPROVED SURPLUS LINE INSURERS. ASK YOUR AGENT OR BROKER IF THE INSURER IS ON THAT LIST, OR VIEW THAT LIST AT THE INTERNET WEB SITE OF THE CALIFORNIA D E PARTMENT OF INSURANCE: W W W.INSURANCE.CA.GO V. 8. IF YOU, AS THE APPLICANT, REQUIRED THAT THE INSURANCE POLICY YOU HAVE PURCHASED BE BOUND IMMEDIATELY, EITHER BECAUSE EXISTING COVERAGE WAS GOING TO LAPSE WITHIN TWO BUSINESS DAYS OR BECAUSE YOU WERE REQUIRED TO HAVE COVERAGE WITHIN TWO BUSINESS DAYS, AND YOU DID NOT RECEIVE THIS DISCLOSURE FORM AND A REQUEST FOR YOUR SIGNATURE UNTIL AFTER COVERAGE BECAME EFFECTIVE, YOU HAVE THE RIGHT TO CANCEL THIS POLICY WITHIN FIVE DAYS OF RECEIVING THIS DISCLOSURE. IF YOU CANCEL COVERAGE, THE PREMIUM WILL BE PRORATED AND ANY BROKER'S FEE CHARGED FOR THIS INSURANCE WILL BE RETURNED TO YOU. Date: Insured: D-1 (Effective July 21, 2011) ZURICH THIS DISCLOSURE DOES NOT GRANT ANY COVERAGE OR CHANGE THE TERMS AND CONDITIONS OF ANY COVERAGE UNDER ANY POLICY DISCLOSURE OF IMPORTANT INFORMATION RELATING TO TERRORISM RISK INSURANCE ACT SCHEDULE* Premium attributable to risk of' loss from certified acts of terrorism for lines of insurance subject to TRIP.: $ 120,000 *Any information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Disclosure of Premium In accordance with the federal Terrorism Risk Insurance Act ("TRIA"), as amended, we are required to provide you with a notice disclosing the portion of your premium, if any, attributable to the risk of loss from terrorist acts certified under that Act for lines subject to TRIA. That portion of premium attributable is shown in the Schedule above. The premium shown in the Schedule above is subject to adjustment upon premium audit, if applicable. B. Disclosure of Federal Participation in Payment of Terrorism Losses The United States Govermnent may pay a share of insured losses resulting from an act of terrorism. The federal share equals 85% of that portion of the amount of such insured losses that exceeds the insurer retention. The insurer retention equals 20% of the insurer's prior calendar year direct earned premium associated with lines of insurance subject to TRIA. TRIA is scheduled to expire on December 31, 2014. C. Disclosure of $100 Billion Cap on All Insurer and Federal Obligations If aggregate insured losses attributable to terrorist acts certified under TRIA exceed $100 billion in a Program Year (January 1 through December 31) and an insurer has met its deductible under the program, that insurer shall not be liable for the payment of any portion of the amount of such losses that exceeds $100 billion, and in such case insured losses up to that amount are subject to pro rata allocation in accordance with procedures established by the Secretary of Treasury. D. Availability As required by TRIA, we have made available to you for lines subject to TRIA coverage for losses resulting from acts of terrorism certified under TRIA with terms, amounts and limitations that do not differ materially from those for losses arising from events other than acts of terrorism. E. Revised Definition of Act of Terrorism under TRIA TRIA defines "act of terrorism" as any act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State and the Attomey General of the United States: 1. to be an act of terrorism; 2. to be a violent act or an act that is dangerous to human life, property or infrastructure; 3. to have resulted in damage within the United States, or outside of the United States in the case of an air carrier (as defined in section 40102 of Title 49, United States Code) or a United States flag vessel (or a vessel basedprincipally in the United States, on which United States income tax is paid and whose insurance coverage is subject to regulation in the United States), or the premises of a United States mission; and 4. to have been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. No act may be certified as an act of terrorism if the act is committed as part of the course of a war declared by Congress (except for workersAETM compensation) or if losses resulting from the act, in the aggregate for insurance subject to TRIA, do not exceed $5,000,000. Copyright (c) 2008 Zurich American Insurance Company U -GU -632-C (12107) Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page of 1 Declination of Terrorism Coverage ZURICH The Terrorism Risk Insurance Act of 2002 mandates that you be provided the opportunity to obtain coverage for certified acts of terrorism as defined by that act. To obtain that coverage, you must remit the premium specified on the notification you received informing you of the availability of coverage. You may decline this coverage for any or all of the lines of business shown below. To decline coverage, mark the box (0) in front of the line of business, sign and date this form, and return to us. 0 Property ❑ General Liability El Inland Marine (including cargo) All lines rejected (if this box is checked, there is no need to check any other) I acknowledge that I have been offered Federal Terrorism coverage and have declined to purchase one or more lines of coverage as indicated above. I understand that an endorsement(s) will be added to my policy excluding coverage for certified acts of terrorism. Policy Number CITY OF TEMECULA D/B/A TEMECULA, CITY OF Named lnsured Insured Signature Date EM 11 19 (09-06) Page 1 of 1 Commercial Insurance Proposal 4 -own & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE AUTOMOBILE PHYSICAL DAMAGE COVERAGE 'entar ry This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 28 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Seryices of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 29 January 31, 2012 CITY OF TEMECULA AUTO PHYSICAL DAMAGE SCHEDULE Vehicle Description / ID No. Cost New Comp Ded Coll Ded USE 1 1992 Breathing Support #1 GDP7H 1/502955 $208,259 2,000 2,000 Fire Truck 2. 1995 Sentry Pumper #4ENRAAA8651004369 $206,005 2,000 2,000 Fire Truck 3. 2002 Ford F550 (Medic Squad 73) #1 FDAX56F92EB25749 $94,422 2,000 2,000 Medic Squad 4. 2001 Ford 550 Super Duty Truck with #1 FDAF56581 EA24722 Hydraulic Boom Hoist 4722 $80,097 2,000 2,000 Boom - Hoist Trk 5. 2002 Ford Truck #1 FDAF56F91 EB60874 $54,825 2,000 2,000 FRMT 6. 2003 Ford F550 Truck #1 FDAF56F23EA94199 $46,122 2,000 2,000 Stencil Truck 7. 2002 Ford F550 7.3L Diesel #1 FDAX56F03EB25804 $108,906 2,000 2,000 FRMT 8. 2004 KME Fire Aerial FT #1 K9AF42884N058774 $724,000 2,000 2,000 Fire/ Aerial Truck 9. 2004 Intl Multi Purpose Utility Truck #1 HTWNADT64J093129 $142,000 2,000 2,000 Utility Truck 10. 2006 Freightliner Truck #1 FVACWCS86HW91952 $85,000 2,000 2,000 Freightli ner Truck 11. 2007 GMC Aerial Truck #1 GDG5C1 G97F405242 $127,466 2,000 2,000 Aerial Boom This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 29 January 31, 2012 Commercial Insurance Proposal grown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 rem is:tr/ter. 1" This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 30 January 31, 2012 Vehicle Description / ID No. Cost New Comp Ded Coll Ded USE Truck 12. 2005 Smeal Fire Engine $341,382 2,000 2,000 Fire #4S7CT2D956C054456 Engine 13. 2004 Charmac Trailer #4RYC322094T1 10951 $50,000 2,000 2,000 Trailer (Fire) 14. 2006 Eldorado Bus #1 GBA5V1 E75F513455 $82,524 3,000 3,000 Bus 15. 2009 Ford F250 Pickup #1FTSX20Y59EA01537 $51,645 2,000 2,000 Vehicle (Scales) Enforcement Vehicle 16. 2009 International Spaulding $144,234 2,000 2,000 Patch #1 HTWCAAR29J 197473 Truck Total Values $2,546,887 FRMT = Fire Rescue Medical Truck (No Transport) Renewal Quote: Travelers Insurance Company Premium for Automobile Physical Damage Coverage = 14,252* (.5596) Current Annual Premium is 12,956* (.5087) *Includes Terrorism rem is:tr/ter. 1" This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 30 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 CRIME INSURANCE 'ono en -t=om J This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 31 January 31, 2012 Commercial Insurance Proposal crown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 CRIME COVERAGES Current Carrier (Travelers Insurance Company) Limit Employee Theft -Per Loss (With Faithful Performance) Forgery or Alteration 500,000 5,000 500,000 DEDUCTIBLE 5,000 Theft of Money & Securities (Inside) and Robbery Not Covered & Safe Burglary -Other Property (Inside) In Transit (Outside) Not Covered Money Orders & Counterfeit Currency Not Covered Computer Fraud 500,000 5,000 Credit, Debit or Charge Card Forgery 500,000 5,000 Funds Transfer Fraud 500,000 5,000 Premium: $4,076 Includes: 1. Bonded Treasurer or Tax Collectors Exclusion Deleted Excess over any Public Official Bond. 2. Bonded Employees Exclusion Deleted Excess over any Public Official Bond. 3. Fidelity Research & Investigative Settlement Clause 10,000 Limit/5,000 Deductible Requires: 1. No Requirements This FORM IS FOR ISSUSTRATION Purposes only. Read your policy for specific details This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 32 January 31, 2012 Commercial Insurance Proposal rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE PREMIUM SUMMARY Name: City of Temecula The Redevelopment Agency of the City of Temecula Temecula Community Services District Temecula Public Financing Authority Temecula Housing Authority, a public body corporate & politic Crime Coverage: $4,007 (Travelers Insurance Company) Last Year $4,076 (Travelers Insurance Company) Premiums include Terrorism PREMIUM PAYMENT OPTION Payment up front This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 33 January 31, 2012 Commercial Insurance Proposal ,rown & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 Iiirown town Important Information Compensation: In addition to the commissions or fees received by us for assistance with the placement, servicing, claims handling, or renewal of your insurance coverages, other parties, such as excess and surplus lines brokers, wholesale brokers, reinsurance intermediaries, underwriting managers and similar parties, some of which may be owned in whole or in part by Brown & Brown, Inc., may also receive compensation for their role in providing insurance products or services to you pursuant to their separate contracts with insurance or reinsurance carriers. That compensation is derived from your premium payments. Additionally, it is possible that we, or our corporate parents or affiliates, may receive contingent payments or allowances from insurers based on factors which are not client -specific, such as the performance and/or size of an overall book of business produced with an insurer. We generally do not know if such a contingent payment will be made by a particular insurer, or the amount of any such contingent payments, until the underwriting year is closed. That compensation is partially derived from your premium dollars, after being combined (or "pooled") with the premium dollars of other insureds that have purchased similar types of coverage. We may also receive invitations to programs sponsored and paid for by insurance carriers to inform brokers regarding their products and services, including possible participation in company -sponsored events such as trips, seminars, and advisory council meetings, based upon the total volume of business placed with the carrier you select. We may, on occasion, receive loans or credit from insurance companies. Additionally, in the ordinary course of our business, we may receive and retain interest on premiums you pay from the date we receive them until the date the premiums are remitted to the insurance company or intermediary. In the event that we assist with placement and other details of arranging for the financing of your insurance premium, we may also receive a fee from the premium finance company. Questions and Information Requests: Should you have any questions, or require additional information, please contact this office at 1-800-228-7975 or, if you prefer, submit your question or request online at www.bbsocal.com This proposal contains only a general description of the coverage(s) and does not constitute a policy/ contract. For complete policy information, including exclusions, limitations, and conditions, refer to the policy document. This proposal is based upon the exposures to loss made known to the Agency. Any changes in these exposures (i.e., new operations, new products, additional states of hire, etc.) need to be promptly reported to us in order that proper coverage(s) may be put into place. This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 34 January 31, 2012 Commercial Insurance Proposal Town & Brown Insurance Services of CA, Inc. • 500 N State College Blvd, Suite 400, Orange, CA 92868 INSURANCE Wholesale Broker/Managing General Agent: Swett & Crawford This intermediary is ® is not owned in whole or part by Brown & Brown, Inc., the parent company of Brown & Brown Insurance Services of California, Inc. Brown & Brown entities operate independently and are not required to utilize other companies owned by Brown & Brown, Inc., but routinely do so. In addition to providing access to the insurance company, the Wholesale Insurance Broker/Managing General Agent may provide additional services including, but not limited to: underwriting, loss control, risk placement, coverage review, claims coordination with insurance company; and policy issuance. Compensation paid for those services may be up to 15% of the premium you pay for coverage, and any compensation paid for those services is derived from your premium payment. The Fee, if any, for the Wholesale Insurance Broker's/Managing General Agent's services above is $See DIC Section. renzisiriffit., This proposal is for illustration purposes only. Please refer to the policy for specific details. Coverage cannot be considered bound until a binder has been received. 35 January 31, 2012 Item No. 6 Approvals City Attorney Director of Finance City Manager /40 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Susan W. Jones, City Clerk/ Director of Support Services DATE: February 14, 2012 SUBJECT: Resolution in Support of local control of Ontario International Airport (requested by Mayor Washington) RECOMMENDATION: Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA IN SUPPORT OF THE TRANSFER OF ONTARIO INTERNATIONAL AIRPORT (ONT) TO LOCAL CONTROL BACKGROUND: The City of Ontario has requested that the City of Temecula support the transfer of operating control of LA/Ontario International Airport (ONT) from Los Angeles World Airports (LAWA) to the City of Ontario, stating it would be in the best interest of both Los Angeles and the Southern California region. By supporting this transfer, it is believed that LAX can better focus its attention on modernizing Los Angeles International Airport and restoring passenger traffic to pre -9/11 levels. The transfer of 0 NT to local control would assist ONT in recovering from the economic downturn of the past several years while positioning itself for long-term growth which would be consistent with the "reorganization" of the air traffic contemplated in Southern California Association of Government's Regional Transportation Plan. Transfer of operation to local control is supported by Southern California Association of Governments (SCAG). For ONT to operate on the same basis as airports in Burbank, Orange County, Long Beach and Palm Springs, control must be transferred to the City of Ontario. Currently, ONT has high operating costs because it employs far more people than comparably sized facilities and, under Los Angeles labor rules, pays them more. As a result, Ontario must charge airlines the highest per -passenger fees in the region and among the highest in the country. For ONT to operate as a low-cost secondary airport, thus furthering the region's economic recovery, and the ability to retain sufficient air-traffic in southern California, this organizational change is encouraged and is believed to benefit the entire region, including the City of Temecula. FISCAL IMPACT: None ATTACHMENTS: 1. Resolution No. 12- 2. Letter of Support by SCAG RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA IN SUPPORT OF THE TRANSFER OF ONTARIO INTERNATIONAL AIRPORT (ONT) TO LOCAL CONTROL THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Procedural Findings. The City Council of the City of Temecula does hereby find, determine, and declare that: A. Local control of airports in Southern California has been shown to be conducive to development of successful regional airports because the airport sponsor has a vested interest in the airport making the greatest contribution to its economy. B. Local control of ONT will help ensure that all of Southern California will have sufficient airport capacity to meet the long-term demand for air travel in the region. C On January 7, 2011, the Los Angeles Economic Development Corporation called on Los Angeles World Airports (LAWA) to shift control of ONT — as well as the responsibility and risk that comes with that control — to another entity so LAWA can focus more of its energy on modernizing Los Angeles International Airport. D. On November 29, 2010, the Alliance for a Regional Solution to Airport Congestion (ARSAC) urged the Los Angeles Board of Airport Commissioners to transfer ONT airport management decisions to the local Ontario area in pursuit of a regional airport system that can better address ONT patronage decline and regional service demands. E. On September 2, 2010, the Southern California Association of Governments (SCAG) Regional Council enacted a resolution recommending the transfer of ONT to local control as being in the best interests of Los Angeles and the Southern California region. SCAG further stated that under local control, ONT can recover from the economic downturn of the past several years while positioning itself for long-term growth, consistent with the reorganization of air traffic contemplated in SCAG's Regional Transportation Plan. F. After transfer to local control, ONT can operate on the same basis as airports in Burbank, Orange County, Long Beach and Palm Springs - as low-cost secondary airports under local control. Section 2. The City Council in supporting local airport control hereby finds, determines, and declares: A. The City Council requests the cities of Los Angeles and Ontario commit the necessary resources and effort to affect the transfer of ONT to local control at the earliest possible date. B. The City Clerk shall communicate this action of the City Council to the Mayors of Los Angeles and Ontario, the Acting Administrator of the Federal Aviation Administration, and state and federal elected representatives. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2012. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 12- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the l day of February, 2012, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk SOUTHERN CALIFORNIA ASSOCIATION Of GOVERNMENTS Main Office 818 West Seventh Street 12th Floor Los Angeles, California 90017-3435 t (213) 236-1800 f (213) 236-1825 www.scag.ca.gov Officers President Larry McCallon, Highland First Vice President Pam O'Connor, Santa Monica Second Vice President Glen Becerra, Simi Valley AMENDED Agenda Item #7 September 2, 2010 Mr. Miguel A. Santana City Administrative Officer City of Los Angeles 200 N. Main St. Suite 1500 Los Angeles, CA 90012-4137 Dear Mr. Santana: SCAG is aware that you have been asked to submit a report to the Los Angeles City Council's Budget Committee in September in response to a Council motion, on the feasibility of transferring operating control of LA/Ontario International Airport (ONT) from Los Angeles World Airports (LAWA) to the City of Ontario. SCAG has enjoyed the long partnership with City of Los Angeles and the leadership position the City has demonstrated in providing for interregional and international travel (i.e. LAX and Ontario airports). Continuation of options for international and national travel for the 19 million residents of the regions is essential for the economy, livability, clean air and other public policy goals the City and SCAG have partnered on. At the same time, SCAG understands the tough economic challenges the city faces during this recession. Executive/Administration Committee Chair Staff have reviewed the recent report from Jacobs Consultancy— "Alternatives for Larry McCallon, Highland Management and Operation of LA/Ontario Airport" —commissioned by LAX, that was Policy Committee Chairs presented at the August 2 meeting of the Los Angeles Board of Airport Commissioners. Community, Economic and Staff has also received a briefing on this issue from Ontario and San Bernardino County Human Development Bill Jahn, Big Bear Lake officials. Energy & Environment Margaret Clark, Rosemead Transportation Greg Pettis, Cathedral City SCAG supports the finding to recommend the transfer of ONT to local control as being in the best interests of Los Angeles and the Southern California region. The transfer will enable LAX to focus its attention on modernizing Los Angeles International Airport and restoring passenger traffic to pre -9/11 levels — essential steps to make LAX achieve its full potential as the City's primary economic engine. SCAG believes that under local operating control, ONT can recover from the economic downturn of the past several years while positioning itself for long-term growth which would be consistent with the "reorganization" of the air traffic contemplated in the SCAG's Regional Transportation Plan. By transferring control of ONT to the City of Ontario, ONT will operate on the same basis that airports in Burbank, Orange County, Long Beach and Palm Springs operate as a low-cost secondary airport under local control. The Regional Council is comprised of 84 elected officials representing 189 cities, six counties, six County Transportation Commissions and a Tribal Government representative within Southern California. 6.8.10 SOUTHERN CALIFORNIA ASSOCIATION Of GOVERNMENTS Main Office 818 West Seventh Street 12th Floor Los Angeles, California 90017-3435 t (213) 236-1800 f (213) 236-1825 www.scag.ca.gov Officers President Larry McCallon, Highland First Vice President Pam O'Connor, Santa Monica Second Vice President Glen Becerra, Simi Valley Executive/Administration Committee Chair Larry McCallon, Highland Policy Committee Chairs Community, Economic and Human Development Bill Jahn, Big Bear Lake Energy & Environment Margaret Clark, Rosemead Transportation Greg Pettis, Cathedral City During the recession of the past several years, ONT has one of the highest operating costs in the region. Over the past decade, as other regional airports have recovered from 9/11 and increased their market share, ONT has lost more than two decades of traffic growth and seen its market share decline. This is unfortunate since ONT is the only airport in the system not constrained by passenger or noise caps (John Wayne and Long Beach, respectively) or facility constraints (Bob Hope) or a legally enforceable settlement agreement (LAX). SCAG recognizes that LAX has several billion dollars of debt to finance the Bradley West and related projects. While these facility improvements may push airline rates and charges higher, that alone is not sufficient to drive low-cost airlines to ONT. If ONT does not simultaneously reduce costs and build traffic to reduce its cost per enplaned passenger, airlines will be incentivized to find markets outside Southern California where they can obtain the highest returns for their aircraft assets. This result would negatively affect the economy of not only the Inland Empire but the entire southern California region including Los Angeles. Southern California must continue to have a robust system of regional airports both to accommodate local demand and to minimize automobile traffic and emissions resulting from unnecessary reliance on LAX. In that regard, it is especially important that ONT, which is uniquely positioned to accommodate growth, be operated in a way that enables it to achieve its full potential. As airline traffic rebounds and LAX approaches its practical capacity based on ground access and facilities, the region's need for a fully - developed and healthy ONT will become increasingly important. Without ONT, SCAG and the region will be challenged to develop a successful sustainable community strategy under SB 375 which the California Air Resource Board would approve. In summary, SCAG believes that the transfer of ONT to local control is in the best interests of all jurisdictions including Los Angeles. It also is in the best interests of promoting regionalization and boosting our region's economy. Thank you for considering SCAG comments as you deliberate in preparing your report and making your recommendation. SCAG respectfully requests that this letter be provided to the City Council when your report is transmitted. Sincerely, Hasan Ikhrata Executive Director CC Regional Council Greg Devereaux, CAO County of San Bernardino The Regional Council is comprised of 84 elected officials representing 189 cities, six counties, six County Transportation Commissions and a Tribal Government representative within Southern California. 6.8.10 Supplemental Material for Item No. 6 NTT •/'LSS.• alYC096t COUNCIL Ot 6OYCONNCNtS Western Riverside Counci o Governments County of Riverside • City of Banning • City of Calimesa • City of Canyon lake • City of Corona • City of Eastvale • Cily of Hemet • City of Jurupa Valley City of lake Elsinore • City of Menifee • Ciy of Moreno Valley • City of Murrieta • City of Norco • City of Perris • City of Riverside • City of San Jacinto City of Temecula • City of Wildomor • Eastern Municipal Water District • Western Municipal Water District RESOLUTION NUMBER 08-12 RESOLUTION OF THE EXECUTIVE COMMITTEE OF THE WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS SUPPORTING THE TRANSFER OF ONTARIO INTERNATIONAL AIRPORT (ONT) TO LOCAL CONTROL WHEREAS, local control of airports in Southern California has been shown to be conducive to development of successful regional airports because the airport sponsor has a vested interest in ensuring that the airport and the local community can best benefit from the economic opportunities provided by the airport and local business; and WHEREAS, local control of ONT will help ensure that all of Southern California will have sufficient airport capacity to meet the long-term demand for air travel in the region; and WHEREAS, on September 2, 2010, the Southern California Association of Governments (SCAG) Regional Council enacted a resolution recommending the transfer of ONT to local control as being in the best interests of Los Angeles and the Southern California region. SCAG further stated that under local control, ONT can recover from the economic downturn of the past several years while positioning itself for long-term growth, consistent with the reorganization of air traffic contemplated in SCAG's Regional Transportation Plan; and WHEREAS, on November 29, 2010, the Alliance for a Regional Solution to Airport Congestion (ARSAC) urged the Los Angeles Board of Airport Commissioners to transfer ONT airport management decisions to the local Ontario area in pursuit of a regional airport system that can better address ONT patronage decline and regional service demands; and WHEREAS, on January 7, 2011, the Los Angeles Economic Development Corporation called on Los Angeles World Airports (LAWA) to shift control of ONT — as well as the responsibility and risk that comes with that control — to another entity so LAWA can focus more of its energy on modernizing Los Angeles International Airport; and WHEREAS, after transfer to local control, ONT can operate on the same basis as airports in Burbank, Orange County, Long Beach and Palm Springs — as low-cost secondary airports under local control; and WHERAS, WRCOG recognizes the importance of a fully -operational and competitive Ontario Airport as a necessary component to the subregion's future economic vitality. NOW, THEREFORE, BE IT RESOLVED by the Executive Committee of the Western Riverside Council of Governments, as follows: The Western Riverside Council of Governments (WRCOG) Executive Committee hereby supports the transfer of ONT to local control in furtherance of airport regionalization and the region's economy. BE IT FURTHER RESOLVED, the WRCOG Executive Committee requests the Cities of Los Angeles and Ontario commit the necessary resources and effort to affect the transfer of ONT to local control at the earliest possible date. 4080 Lemon Street, 3rd Floor Annex, MS1032 • Riverside, CA 92501-3609 • (951) 955-7985 • Fax (951)787-7991 • www wrcog.cog.ca.us BE IT FURTHER RESOLVED, WRCOG shall communicate this action of the Executive Committee to the Mayors of Los Angeles and Ontario, and to the Administrator of the Federal Aviation Administration. PASSED AND ADOPTED at a Meeting of the Executive Committee of the Western Riverside Council of Governments held this 6th day of February, 2012. kiJI1 �t ,i 11fi1 •bi Hastings Chair W'COG Executive Com' ittee `�i r/ De:: COG L -gal Counsel Ribk Bishop, Secretary WRCOG Executive Committee AYES: NOES: ,`'.� ABSENT: 1 ABSTAIN: Item No. 7 Approvals City Attorney Director of Finance City Manager aAl CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Michael Heslin, Deputy Director of Information Technology DATE: February 14, 2012 SUBJECT: Agreement for consultant services with SoftResources LLC to assist the City in the selection and implementation of an enterprise permitting system PREPARED BY: John De Gange, GIS Administrator RECOMMENDATION: 1. Approve the agreement for consulting with SoftResources LLC in the amount of $197,746 to assist the City in the selection and implementation of an enterprise permitting system; 2. Authorize the City Manager to approve change orders up to 10% of the contract amount, $19,774; 3. Allocate funds in the amount of $217,520 from the Information Technology Internal Service Fund. BACKGROUND: In 1993, the City purchased and implemented its first permitting system, Accela Permits Plus Software System. The product has been a reliable and flexible system that has met the City's everchanging requirements with respect to tracking and reporting permitting processes. The vendor is phasing out support for the product; therefore, the City must implement a new system. Implementation of a new system would ensure the City's ability to maintain its current functionality while adding new features, enhanced workflows, and a seamless integration with the City's GIS System. The agreement will provide consulting services specializing in organizational analysis, minimizing risk, accelerating timelines, and avoiding unnecessary costs in the implementation of an enterprise system. Additional benefits of consulting services include: o Extensive experience in developing comprehensive RFP documentation o Direct experience with vendor performance (vs. vendor promises) in delivering solutions o Knowledge of the current software market and product functionality o Specialize in implementation of best practices o Knowledge of current vendor business viability o Knowledge of the City's strategic vision for enterprise systems The consultant will be expected to assist the City through the selection and successful implementation process of a replacement enterprise permitting system. This assistance will include the following tasks: o Evaluation of Current System(s) and Processes o Preparation of RFP Document o Vendor Evaluation and Selection o Contract Negotiations o Implementation The City's new permitting system will set the standard for all the City's future enterprise systems. New systems will have centralized databases, eGovernment web services, and a user centric design. Following a Request for Proposal (RFP) on PlanetBids, there were seven prospective bidders, and SoftResouces LLC was unanimously selected by a committee, comprised of Community Development and Information Technology staff, as the most qualified candidate. Upon approval of this agreement, SoftResources LLC will assist the City in the selection of an enterprise permitting system. Staff anticipates having an estimate permitting system cost in the coming year's budget. The selection and implementation process of the new permitting system is estimated to take 18 to 24 months. FISCAL IMPACT: Adequate funds are available in the Information Technology Internal Service Fund for cost of this agreement in the amount of $217,524. The cost of this agreement will be included with the cost of the software and accounted for as an asset and depreciated over the useful life of the software. ATTACHMENT: Professional Consulting Agreement with SoftResources LLC AGREEMENT FOR CONSULTANT SERVICES BETWEEN THE CITY OF TEMECULA AND SOFTRESOURCES LLC PROFESSIONAL CONSULTING SERVICES TO ASSIST THE CITY IN THE SELECTION AND IMPLEMENTATION OF AN ENTERPRISE PERMITTING SYSTEM (IT RFP No. 11-1) THIS AGREEMENT is made and effective as of February 14, 2012, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and SoftResources, a Corporation in the State of Washington, (hereinafter referred to as "Consultant"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on February 14, 2012, and shall remain and continue in effect until tasks described herein are completed, but in no event later than January 1, 2015, unless sooner terminated pursuant to the provisions of this Agreement. The City may, upon mutual agreement, extend the contract for one (1) additional year term. In no event shall the contract be extended beyond January 1, 2016. 2. SERVICES Consultant shall perform the services and tasks described and set forth in Exhibit A Scope of Work, attached hereto and incorporated herein as though set forth in full. Consultant shall complete the tasks according to the schedule of performance which is also set forth in Exhibit A. 3. PERFORMANCE Consultant shall at all time faithfully, competently and to the best of his or her ability, experience, and talent, perform all tasks described herein. Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Consultant hereunder in meeting its obligations under this Ag ree me nt. 4. PAYMENT a. The City agrees to pay Consultant in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Fee and Payment Rates Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the payment rates and schedule of payment, are null and void. This amount shall not exceed (One Hundred Ninety Seven Thousand Four Hundred Forty Six Dollars and No Cents) $197,446.00 unless additional payment is approved as provided in this Agreement. b. Consultant shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Consultant shall be compensated for any additional services in the amounts and in the manner as agreed to by the City Manager and Consultant at the time City's written authorization is given to Consultant for the performance of said services. The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement as approved by City Council. Any additional work in excess of this amount shall be approved by the City Council. c. Consultant will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Consultant's fees, it shall give written notice to Consultant within thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Consultant shall provide receipts on all reimbursable expenses in excess of fifty dollars ($50) in such form as approved by the Director of Finance. 5. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Consultant at least ten (10) days prior written notice. Upon receipt of said notice, the Consultant shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Consultant the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement pursuant to this Section, the Consultant will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 6. DEFAULT OF CONSULTANT a. The Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Consultant. If such failure by the Consultant to make progress in the performance of work hereunder arises out of causes beyond the Consultant's control, and without fault or negligence of the Consultant, it shall not be considered a default. b. If the City Manager or his delegate determines that the Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Consultant with written notice of the default. The Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 7. OWNERSHIP OF DOCUMENTS a. Consultant shall maintain complete and accurate records with respect to sales, costs, expenses, receipts and other such information required by City that relate to the performance of services under this Agreement. Consultant shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Consultant shall provide free access to the representatives of City or its designees at reasonable times to such books and records, shall give City the right to examine and audit said books and records, shall permit City to make transcripts there from as necessary, and shall allow inspection of all work, data, documents, proceedings and activities related to this Agreement. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. b. Upon completion of, or in the event of termination or suspension of this Agreement, all original documents, designs, drawings, maps, models, computer files containing data generated for the work, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused or otherwise disposed of by the City without the permission of the Consultant. With respect to computer files containing data generated for the work, Consultant shall make available to the City, upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring and printing computer files. c. Consultant shall retain ownership of any methods, research, information, templates, and techniques that have been previously developed by Consultant that same shall remain the sole and exclusive property of Consultant. Consultant grants to City the irrevocable, perpetual, non-exclusive, worldwide, royalty -free right and license to use the materials. 8. INDEMNIFICATION The Consultant agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or Redevelopment Agency of the City of Temecula, its officers, officials, employees and volunteers from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the City of Temecula, Temecula Community Services District, and/or Redevelopment Agency of the City of Temecula, its officers, agents, employees or volunteers may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Consultant's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the City of Temecula, Temecula Community Services District, and/or Redevelopment Agency of the City of Temecula. Notwithstanding the above, under no circumstances, except for damages resulting from Consultant's intentional or wrongful acts regardless of the form of action and whether in tort or contract, shall Consultant be liable for any consequential, indirect, special, punitive, economic or loss of revenue, or exemplary or incidental damages, whether foreseeable or unforeseeable, including claims for loss of data, loss of goodwill, stoppage, or impairment of other assets, even if advised of the possibility of such damages. 9. INSURANCE REQUIREMENTS Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Consultant owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Consultant has no employees while performing under this Agreement, worker's compensation insurance is not required, but Consultant shall execute a declaration that it has no employees. 4) Professional Liability Insurance shall be written on a policy form providing professional liability for the Consultant's profession. b. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1) General Liability: One million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One million ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. 4) Professional Liability Coverage: One million ($1,000,000) per claim and in aggregate. c. Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The City of Temecula, the Temecula Community Services District, the Redevelopment Agency of the City of Temecula, their officers, officials, employees and volunteers are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Temecula, the Temecula Community Services District, the Redevelopment Agency of the City of Temecula, their officers, officials, employees or volunteers. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City of Temecula, the Temecula Community Services District, the Redevelopment Agency of the City of Temecula, their officers, officials, employees and volunteers. Any insurance or self-insured maintained by the City of Temecula, Temecula Community Services District, and/or Redevelopment Agency of the City of Temecula, its officers, officials, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City of Temecula, the Temecula Community Services District, and the Redevelopment Agency of the City of Temecula, their officers, officials, employees or volunteers. 4) The Consultant's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state: should the policy be canceled before the expiration date the issuing insurer will endeavor to mail thirty (30) days' prior written notice to the City. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Consultant shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A -:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Consultant shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Consultant's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 10. INDEPENDENT CONTRACTOR a. Consultant is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Consultant shall not incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any manner. b. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services hereunder for City. City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services hereunder. 11. LEGAL RESPONSIBILITIES The Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any mariner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Consultant shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall riot be liable at law or in equity occasioned by failure of the Consultant to comply with this section. 12. RELEASE OF INFORMATION a. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or subcontractors, shall riot without written authorization from the City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within the City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. b. Consultant shall promptly notify City should Consultant, its officers, employees, agents or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within the City. City retains the right, but has no obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response. 13. NOTICES Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. Mailing Address: City of Temecula Attn: Michael Heslin P.O. Box 9033 Temecula, CA 92589-9033 Use this Address for a Delivery Service: City of Temecula or Hand -Deliveries ONLY Attn: Michael Heslin 41000 Main Street Temecula, CA 92590 To Consultant: 14. ASSIGNMENT SoftResources LLC Spencer J. Arnesen, CPA 11411 NE 124th St., Suite 270 Kirkland, WA 98034 The Consultant shall riot assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Consultant's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Consultant. 15. LICENSES At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement. 16. GOVERNING LAW The City and Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 17. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Consultant, or Consultant's sub -contractors for this project, during hislher tenure or for one year thereafter. The Consultant hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof, or in the business of the Consultant or Consultant's sub -contractors on this project. Consultant further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 18. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 19. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Consultant warrants and represents that he or she has the authority to execute this Agreement on behalf of the Consultant and has the authority to bind Consultant to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. City of Temecula SoftResources LLC (Two Signatures of corporate officers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Chuck Washington, Mayor Spencer J. Arnesen, Principal ATTEST: By: By: Susan W. Jones, MMC, City Clerk Elaine M. Watson, Principal APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONSULTANT SoftResources LLC Spencer J. Arnesen 11411 NE 1241h St., Suite 270, Kirkland, WA 98034 (425) 216-4030 (425) 968-4131 sarnesen@softresources.com PM Initials: Date: EXHIBIT A Scope of Work esources software selection Exhibit A - Scope of Work Assist the City in the Selection and Implementation of an Enterprise Permitting System City of Temecula, California Information Technology Department January 10, 2012 SoftResources LLC 11411 NE 124th Street, Suite 270 Kirkland, WA 98034-4341 Spencer Arnesen, CPA, Principal Phone: 425-216-4030 Email: sarnesen©softresources.com EXHIBIT A - SCOPE OF WORK The following is the Scope of Work for the project and the tasks and deliverables associated with each phase. Please note some tasks within different phases may be performed concurrently. Phase 1— Project Preparation Objective: Establish the work plan that will guide the permitting selection project to successful completion. 1.1 Project Preparation and Set Up SoftResources will work with the City Project Manager (PM) via conference phone to set up the Enterprise Permitting System project. Tasks will include the following: a. Scope of work discussion. SoftResources will discuss the agreed upon scope of work with the PM (the City's Project Team may also participate), and answer any questions about the contracted scope of work and SoftResources' approach and methodology. b. Administrative activities. Conduct administrative and logistical activities to set up the project. 1.2 Project Plan The Project Plan will be the guiding document to manage successful completion of the City's project. Tasks will include the following: a. Finalize Project Plan. SoftResources will work with the PM to create the mutually agreed upon project schedule and timeline, milestones, deliverables, expected City resources, and problem resolution process in order to ensure a successful project outcome. b. Project team set up. If necessary, SoftResources will discuss and make recommendations to the City for its project team set up, roles and responsibilities. At a minimum SoftResources recommends the City establish an executive team, project sponsor (who also chairs the executive team), project manager, project team, and extended team of subject matter experts. c. Project status meetings. SoftResources will work with the PM to schedule regular status meetings via conference phone throughout the life of the project in order to manage the Project Plan and any unresolved issues. Deliverable: Software Evaluation Project Plan Phase 2 — User Needs Assessment Objective: Gather, review and evaluate user needs, system requirements, system(s) integration and business processes relevant in preparation for the RFP and vendor selection. 2.1 Interview Preparation and Set Up SoftResources will guide the City through the setup of onsite interviews. We recommend the City ensure that participating personnel are available and provide a room that allows participants to be free from interruption. Tasks will include the following: a. Pre -interview preparation. Gain an understanding of the City's current environment by reviewing any project related documentation provided by the City such as: reports, organizations charts, strategic plans, business process maps, current systems integration diagrams, etc. b. Identify interview attendees. Work with the City's PM to identify appropriate personnel to attend the requirements interviews. These interviews will include the project team, project sponsors, technical staff, executive management, department heads, key users, subject matter experts, etc. We will see that applicable departments are represented and interviewed. Ideally, the City's project team members will attend the interview sessions as there is great value in learning about the current business processes utilized by departments, and future vision. c. Schedule interviews. Work with the PM to create the 3 -day interview schedule. The PM will distribute the interview schedule and manage the invitation process. Typically, group interviews are scheduled by function/module area or by department. Key users and stakeholders from applicable departments will attend and provide input. Cross -departmental participation creates an opportunity for discussion and fosters team collaboration. Deliverable: Requirements Interview Schedule — provided in table format (to be finalized and distributed by the City). d. Interview memo. Provide an Interview Memo for the PM to distribute to attendees to prepare them for the interviews. We do not collect written surveys, rather we ask the attendee to be prepared to discuss their core responsibilities, needs, requirements, system tools, vision, etc. Deliverable: Interview Memo — to be issued to interview attendees by the City. 2.2 Onsite Requirement Interviews SoftResources will send a Core Team of 2 consultants to conduct 3 days of onsite requirements interviews at City offices in Temecula, California. There will be approximately 4 to 6 interview sessions per day or a total of 12 to 18 interview sessions lasting 1-2 hours each. During the interview sessions we will: analyze the existing systems relevant to permitting, identify opportunities for integration of data collected in other applications, review and document key business processes, clarify and gather system requirements, user feedback, user needs and department objectives. Tasks will include the following: a. Interview kickoff. Conduct an Interview Kickoff that will orient participating City personnel on the interview process. b. Interactive interview sessions. Facilitate the exchange of information through interactive interview sessions utilizing a set of questions, designed by SoftResources, to gain an understanding of how the current system is used, strengths and weaknesses, business process observations, and user needs and objectives that serve to uncover opportunities to improve key functions and processes through the implementation of new software. c. Session groupings. Each interview session will group attendees based on a process or area of functionality or by department. Each session will last 1-2 hours. This arrangement allows City personnel to attend only applicable sessions lowering impact on attendees' regular day to day responsibilities. d. Technology requirements. The Technology interview session discussion will include such things as platform preferences (hardware and software), outsourcing preferences/vision/SaaS/cloud, technical standards and requirements, systems environment and potential interfaces, current project load, etc. e. Permit requirements and business process review. Throughout the interview sessions SoftResources will gather and document the key permitting technical and functional requirements unique to the City. We will also review the existing business processes associated with the current permitting system and other associated applications in use or being considered by the City. f. Interview end -of -day wrap ups. At the end of each interview day, SoftResources will conduct a wrap up session with the City's Project Team to summarize the day's interviews, note unanswered questions, handle issues and review the next day's schedule. g. Follow up interview calls. As needed, conduct follow up calls with various City personnel for further clarification and/or additional details. 2.3 Key Functional and Technical Requirements SoftResources will take the information gathered in the on-site interview sessions and create the key Functional and Technical Requirements document. Tasks to create this deliverable include: a. Establish key functional and technical requirements. Using the notes gathered from the interviews and City documentation, SoftResources will develop the key Functional and Technical Requirements document. This document is custom developed to each client and typically is 5-10 pages long (250-350 requirements). Each requirement is prioritized as required, important, nice - to -have, or explore. The key Functional and Technical Requirements document will be inserted into the City's RFP for software and also used to evaluate the vendors' fit to the City. b. Deliver Key Requirements document. Present the Key Functional and Technical Requirements document via email and conference call for feedback and approval from the City. SoftResources will add City input and finalize. Deliverable: Key Functional and Technical Requirements Document — in table format and typically 5-10 pages. 2.4 User Needs Assessment SoftResources will use the notes gathered during the onsite interviews and our experience working with similar clients to conduct the needs assessment and prepare a User Needs Assessment Report. Tasks include: a. Business process review. SoftResources will conduct a permitting business process review by taking the notes from the requirements interviews and evaluating the current processes and permit system effectiveness. We will use our experience working with other cities and evaluating permit software solutions to identify deficiencies and make recommendations for process improvements. Recommended permitting software requirements will be incorporated in the requirements document and process improvement recommendations will be provided to the implementation team so they can be incorporated into the implementation. Please note that these recommendations will be high-level at this time as SoftResources recommends that the City take advantage of the inherent best practices of the selected permitting software vendor to reduce implementation cost and complexity. This means that these recommendations will be modified as we work with the selected implementation team to include best practices of the selected software system. b. System integration analysis. SoftResources will identify and evaluate the current integrations and the new integrations that will be necessary for the permitting system and make recommendations that can be used during the implementation. Please note that the City will need to provide information regarding all of the systems (and future systems) it envisions will be necessary for integration to the permit system. c. User Needs Assessment Report and delivery. SoftResources will compile the needs assessment analysis and prepare the User Needs Assessment Report (20-40 pages). We will deliver the report to the City via email and conference call to discuss findings, recommendations, next steps and answer any questions the City may have. Deliverable: User Needs Assessment Report (20-40 pages) — our reports are customized to match each client's unique needs; we expect the report to include the following sections: ✓ Executive Summary ✓ Key Functional and Technical Requirements Document ✓ Business Process Recommendations ✓ System Integration Recommendations ✓ SoftResources' recommendations, conclusions, and next steps Please note that the expected report deliverables are based on SoftResources' experience doing analysis for similar projects. However every situation is unique and the contents of the report may change depending on the outcome of the initial software requirements review and research performed by SoftResources. Phase 3 — RFP Process Objective: Prepare and issue the RFP for Enterprise Permitting System to a long list of potential vendors and determine the evaluation criteria. 3.1 Prepare RFP SoftResources will prepare an RFP for Enterprise Permitting software by working with the City to ensure fiduciary requirements are met, and to establish evaluation criteria. Tasks will include the following: a. Write the RFP. SoftResources will develop the City's RFP for Enterprise Permitting software customizing our forms -based templates with the City's specific requirements. We will work with the City to ensure fiduciary requirements are met. The forms -based RFP will allow for effective evaluation of responses and produce decision-making data for the City. The City will approve the RFP draft and SoftResources will finalize. b. Insert key requirements document. The key Functional and Technical Requirements document developed in Phase 2 will be inserted into the RFP. Deliverable: RFP for Enterprise Permitting Software — the RFP typically includes the following sections: ✓ Information about the City ✓ Vendor response requirements ✓ City standard contract ✓ Request for vendor contact information and background ✓ Request for vendor financial information ✓ Technical requirements ✓ Functional requirements ✓ 5 -Year Cost Estimate Spreadsheet (software license, maintenance, hosting, implementation, training) ✓ Request for implementation team and methodology (data conversion, hardware, etc.) ✓ Request for vendor references c. Evaluation Criteria. SoftResources will use the key requirements document to evaluate the vendors and work with the City to establish any additional criteria the City's procurement process may require. 3.2 Permitting Software Vendor Long List Tasks will include the following: a. Prepare the Long List of Permitting Vendors. SoftResources will prepare a Long List of software vendors that may be a fit for the City based on the City's requirements and SoftResources' experience working with similar clients. Our aim is to encourage all viable vendors to respond to the City's RFP in order to mitigate the risk that a qualified software vendor does not respond. Deliverable: Permitting Software Vendor Long List 3.3 RFP Management Tasks will include the following: a. Issue RFP. SoftResources will work with the City to set deadlines for the RFP bid submittal. The City will issue the RFP, notify the Long List vendors of the opportunity, post public notifications, and answer vendor questions. b. Vendor Questions/Pre-Bid Meeting. SoftResources will assist the City with either managing vendor questions or preparing for and facilitating a pre-bid meeting via conference call. If a pre- bid conference is selected, we recommend that the City offer vendor attendance via teleconference and that attendance at the conference be optional by allowing the vendors to submit questions via email. We will advise the City on best practices in providing a unified response procedure to vendor questions. Phase 4 — Vendor Selection Objective: The City will select a final vendor based upon critical decision criteria provided through research, demos and due diligence activities. 4.1 RFP Evaluation and Vendor Analysis SoftResources will review and evaluate the RFP responses and eliminate vendors not considered a match to the requirements in order to recommend a short list of approximately 3 solutions. The evaluation criteria will be based on each vendor's ability to meet the City's key requirements and any additional selection criteria required by the City. Tasks will include the following: a. Initial evaluation of vendor proposals. SoftResources will make an initial evaluation by reviewing bid responses and eliminate vendors that do not meet high level RFP requirements. Notes will be kept as to why vendors are eliminated. Key components of the vendor evaluation typically include the following: ✓ RFP Compliance .7 Vendor Experience with Similar Organizations ✓ Key Requirement Functional and Technical Match Based on Direct Research .7 Cost Estimates for Software, Implementation, Training, etc. .7 Implementation Resources and Methodology .7 Other Factors (City requirements) b. Direct vendor analysis. We will conduct direct research with the remaining vendors to evaluate the software products' fit to the City's key functional and technical requirements and continue to eliminate vendors down to a Short List recommendation of approximately 3 solutions that meet the City's requirements. Direct vendor research will include calls with the software vendor's development and technical personnel to gain clarification of how the vendor will meet the City's key requirements and if necessary participate in web demos. Notes are kept in a vendor comparison chart highlighting reasons for vendor elimination. c. Short List Vendor Comparison Chart. SoftResources will develop the Short List Vendor Comparison Chart. The Short List Vendor Comparison Chart outlines, in table format, the strengths and weaknesses, and fit/gap analysis, of approximately 3 recommended vendors in a side-by-side comparison to City's key functional and technical requirements. It also contains critical information obtained through direct vendor conversations. This valuable decision tool will help to prepare the City for software demos and final decision activities. d. Prepare the Short List Recommendation Report. SoftResources will prepare the Short List Recommendation Report providing vendor contact information, mind maps (i.e., graphical presentations demonstrating how the vendors compare), recommendations, and next steps. The report will be sent to the City via email in preparation for the Short List Presentation. Deliverable: Short List Recommendation Report — Typically, this report includes the following sections: .7 Short List Vendor Comparison Chart: side-by-side comparison of approximately 3 vendors as compared to the City's functional and technical requirements document. ✓ 5 -Year Cost Estimates (software license, maintenance, hosting, implementation, training, etc.) ✓ Mind Maps — graphical representations of how the software products compare ✓ Key vendor strengths and weaknesses .7 Conclusions, recommendations, and next steps in the selection process e. Prepare PowerPoint Presentation. SoftResources will prepare a PowerPoint presentation outlining the results of the vendor research and the recommendations and present the Short List Report to the City onsite in Temecula. The Short List presentation will include our findings, recommendations, key areas to evaluate with the short list vendors, next steps and answer questions the City may have regarding the vendor evaluation process. The City will approve the short list recommendation. Deliverable: Short List Presentation — PowerPoint slides highlighting the Short List Recommendation report. 4.2 Software Demonstrations After the Short List has been approved, the City will be ready to do a more detailed analysis of the short listed vendors by inviting them in to perform scripted software demos. Attendees will be able to see how the software looks and feels as well as how the vendor's software will support some City -specific unique business processes. Tasks will include the following: a. Custom Software Demo Script draft. SoftResources will develop the custom Software Demo Script draft using the information gathered through the interviews and vendor research. The Demo Script will contain more detailed functional and technical requirements for the modules in the scope of the project. The City will review and add input to the draft. b. Business scenarios. The City will develop 2 to 3 business scenarios that may demonstrate a business process unique to the City. SoftResources will insert into the demo and finalize the script. c. Request for Demo Letter draft. SoftResources will customize our RFD Letter template to reflect the City's requirements including information about whom to contact at the City, expectations for the demos, and instructions for how to properly prepare for the demo. d. Issue Demo Script and RFD Letter. The City will approve and issue the final Demo Script and RFD Letter to the short listed vendors. Because we are asking the vendors to prepare a detailed demo, we recommend the City allow the vendors at least 2 weeks to prepare. Deliverable: Custom Software Demo Script and RFD Letter e. Demo Schedule. SoftResources will advise the City via telephone through the setup and scheduling of pre -demo meetings and onsite software demonstrations. The City will do the actual scheduling of the demos. f. Pre -demo meetings. Pre -demo meetings should be held with each vendor in order to help them prepare to demonstrate their software to the City. These meetings are meant to provide more information to the software vendor and answer any questions they may have regarding the project or the Demo Script. These meetings can be set up via conference call or onsite. SoftResources will participate with the pre -demo meetings via conference call. Demo facilitation. SoftResources will attend and facilitate the software demonstrations onsite in Temecula. We will provide an orientation of the demo process to the City attendees and discuss the Software Demo Feedback document and Demo Score Sheet. The length of the software demos will depend in part on the number of modules included in the scope of the project, but we have included three (3) 1 -day demos in the scope of this project. If the City requests additional days of on-site demos, then a change order will be executed. The City should schedule demos as close together as possible for best analysis. g. Deliverable: Software Demo Feedback Document and Demo Score Sheet h. Demo feedback. The demo attendees will take notes and score the demos throughout the process and return them at the conclusion of each demo section to SoftResources. At the end of each demo day SoftResources will wrap up with the City's Project Team to address unanswered questions and discuss next day schedules. i. Demo feedback analysis. SoftResources will compile feedback and scores collected from attendees throughout the demos. This analysis will be used at the Demo Wrap Up Meeting as input to the City's Project Team. The Project Team will make the final demo scoring and ranking at the Demo Wrap Up Meeting. Demo Wrap Up Meeting. SoftResources will conduct a Demo Wrap Up Meeting onsite in Temecula with the Project Team and decision makers at the conclusion of the demos. We will make available the demo feedback analysis, facilitate discussion, answer questions, manage issues that may require follow up and determine action items to be conducted. SoftResources will facilitate discussion and assist the Project Team to score and rank vendor demos. Finally, we will discuss the next steps of the evaluation and due diligence and final decision activities. The result of this meeting is typically the elimination of at least one of the 3 finalist vendors. Deliverable: Demo Wrap Up Analysis — Compilation of scores and discussion notes that will be provided to the Project Team after the Final Demo Wrap Up session. J. 4.3 Due Diligence and Final Decision SoftResources will provide consulting advice and tools to guide the City through the due diligence and final decision activities with the finalist vendors. During this time, we will continue to manage vendor questions and conduct follow up work. Tasks will include the following: a. Follow up demos. Additional follow up demos may be necessary to gather details around key areas of functionality that may have been difficult to evaluate in the limited time for the onsite demos. These demos are typically supported through a web demo process. SoftResources' direct participation with these sessions (either by phone or on location) is optional and outside the scope of the fixed fees for the project. b. Vendor reference checks. Vendor reference checks are important because they allow the City to learn from other organizations' experiences and enable you to see how other organizations are using the software to improve business processes. SoftResources will provide templates of forms and questions the City can use to conduct reference checks provided by the software vendors. SoftResources' direct participation with the user visits (either by phone or on location) is optional and outside the scope of the fixed fees for the project. Deliverable: Reference Check Questions Template c. Vendor headquarters visits. Depending on the finalist software vendors, the City may wish to evaluate the viability of a vendor, meet top executives and meet implementation personnel and support staff through an onsite headquarters visit. If the City deems this to be necessary, SoftResources will advise the City through the process and provide a template of vendor questions for the City's use. SoftResources' attendance at vendor headquarters visits (either by phone or on location) is optional and outside the scope of the fixed fees for this project. Deliverable: Vendor Headquarters Visit Questions Template d. Final Decision Consulting. SoftResources will advise the City throughout the decision process and prepare for and facilitate the final decision meeting with the City Project Team via conference phone, and lead a discussion regarding the strengths and weaknesses of the finalist vendors. We will advise the team as they make the final scoring and ranking for the final decision. The final decision will be made by the City, but SoftResources will support the City in this process. We will provide tools and templates we have developed to facilitate the decision making process. Deliverable: Final Decision Tools and Templates Phase 5 — Contract Negotiation Objective: Negotiate a contract with the final selected vendor. 5.1 Contract Negotiation SoftResources will act in an advisory role to assist the City through the contract negotiation process and discuss negotiation strategies with the final selected vendor. The City will likely have 3 contracts to negotiate 1) Software License, 2) Software Maintenance, and 3) Implementation Services. If a hosted or Cloud vendor is selected, the City will negotiate a Service Level Agreement (SLA). Our philosophy is to negotiate a contract that is win-win for both parties in order to develop a strong working relationship moving forward. Tasks will include the following and assumes 56 hours of contract related services: a. Contract Negotiation Strategy. We will begin the software contract negotiation process by leading a conference call with the City PM and the City's legal counsel to strategize the negotiation process for the software license, maintenance, and implementation services contracts. While SoftResources is not a law firm, we work hand in hand with our client's legal counsel to help negotiate a contract that is in the best interests of the City. b. Contract Review. We review the software license, maintenance, and implementation services contracts or SLA and suggest pricing issues, and contract clauses and protections that should be negotiated in the contract. The City's legal counsel should review the contract. c. Statement of Work (SOW) Review Recommendations. SoftResources recommends that the City negotiate the SOW prior to signing the contract. This enables the City to negotiate the specific implementation services of the contract. SoftResources will review the SOW proposed by the software vendor and provide verbal and/or written recommendations. d. Written Software Contract Review. SoftResources will review the contract documents provided by the software vendor and prepare a written Software Contract Review document of key clauses that need to be negotiated, removed, changed and/or inserted into the contract. Deliverable: Software Contract Review Document e. Direct Contract Negotiation. SoftResources will work with the City and legal counsel to negotiate a fair contract with the finalist vendor. Phase 6 — Implementation Objective: Successful implementation and user adoption of permitting software. The exact services for the implementation phase of the project will be mutually agreed by SoftResources and the City at the start of the implementation, as the tasks requested by the City may evolve as the project progresses. However, we have budgeted a total of 390 hours for the implementation support and project management services which equates to approximately 26 hours per month for a 15 month implementation project. Some months (particularly at the start of the project) will require more than 26 hours, while other months will require less time. One on-site trip per month for implementation services is budgeted for this project. Again, some months may require more than one on-site visit, while other months may not require an on-site meeting. 6.1 Implementation Oversight The following are implementation project management services that may be performed for this project. SoftResources will work with the City Project Manager to determine the services necessary to support the City subject to budget constraints. a. Project Plan. Assist in the development and review of the Project Plan or Timeline delivered by the selected vendor. The Project Plan typically includes tasks required for implementation, and then assigns responsibility, start and end dates, and deliverables to each task. b. Quality Control Plan. Assist in the development and review of the Quality Control Plan document which defines how the project will be monitored for quality. The Plan typically includes the project objective, defines who is responsible for quality management, as well as specific tasks and their deliverables, criteria that will be used for acceptance, and actions that will indicate acceptance. c. Communication Plan. Work with the Project Team to develop a communication plan for the project. This plan typically defines the who, what, when, and how of communication around the implementation project. d. Risk Management Plan. Assist in the development and review of the Risk Management Plan. This plan typically states the overarching strategy for risk management of the project. It specifically lists potential risks that may impact the cost, quality, scope, or schedule of the project. For each identified risk, the plan then assigns an owner, strategy for mitigation, specific actions that will be used to monitor the risk, and how the risk will impact cost, quality, scope or schedule. e. Project Plan Management. Maintain the overall timeline and plan for the life of the project in conjunction with the vendor's Project Manager or other designee and periodically report project progress to the Project Team. f. Project Budget. Assist in the review and development of the project budget. Once the budget is created, monitor budget vs. actual costs and report this information to the Project Team and Steering Committee as required. Identify any requirements for Change Orders and facilitate the process of having them approved. Task Management. Manage tasks and ensure the City internal staff understands assignments, as well as associated due dates and deliverables through clear and effective communication. h. Vendor Liaison. Conduct weekly Project Status meetings with the vendor Project Manager. Manage day to day communication with the vendor via email and telephone as required for the project. g. i. Project Team Meetings. Schedule and conduct regular meetings with the core Project Team defined by the City. This may also include maintaining agendas and minutes for those meetings. These meetings may be held weekly, bi-monthly, or monthly depending on the current activities of the project. Steering Committee Meetings. Schedule and conduct regular meetings with the Steering Committee as defined by the City. This may also include maintaining agendas and minutes for those meetings. These meetings are typically held either bi-monthly or monthly depending on the current activities of the project. k. Change Management. Assess the requirements for change management and develop a plan that can be adopted for the implementation project. I. Other. Provide other implementation services as requested by the City including but not limited to the following tasks: requirements definition, solution design, testing plans and scripts, software configuration, configuration testing, training plans and materials, go -live planning, data conversion planning and execution, etc. m. Implementation Report. At the conclusion of the implementation, SoftResources will prepare an Implementation Report that will highlight the City's goals for the project and analyze the success of the implementation. We will report on the status of the newly implemented permitting software relevant to the established scope of work. Deliverable: Implementation Report J. EXHIBIT B Payment Rates and Schedule Exhibit B - Fee and Payment Rates Schedule Payment due at the completion of each phase, as approved by the City PHASE 1- PROJECT PREPARATION Project Preparation and Set Up $2,600 Project Plan and Regular Status Meetings $10,400 Estimated Expenses Phase 1 $0 PHASE 2 - USER NEEDS ASSESSMENT Interview Preparation and Set Up $3,900 Onsite Requirements Interviews (3 days) $8,775 Key Functional & Technical Requirements $7,350 User Needs Assessment $14,400 Estimated Expense Phase 2 - Onsite Requirements $2,917 PHASE 3 - RFP PROCESS Prepare RFP $5,100 Permitting Software Vendor Long List $950 RFP Management $5,200 Estimated Expenses Phase 3 $0 PHASE 4 - VENDOR SELECTION RFP Evaluation & Venda Research $19,500 Software Demonstration Script $5,000 Software Demonstrations (Assumes 3 1 -Day Demos) $8,400 Due Diligence & Final Decision $8,600 Estimated Expenses Phase 4 - Short List Report $1,715 Estimated Expenses Phase 4 - Demo Facilitation $1,979 PHASE 5 -CONTRACT NEGOTIATION Contract Negotiation $9,600 Estimated Expenses Phase 5 $0 Sub -Total Selection $116,386 PHASE 6 - IMPLEMENTATION - 15 Month Estimate Fees and Expenses Billed Monthly m an Hourly Basis at $160/hour - Estimate 26 Hours ($4,160) and 1 trip/month expenses ($1,264) = $5,424/month average. Some months will require mae hours and trips, while other months will require less hours and possibly no trips. Sub -Total Implementation TOTAL PROJECT $81,360 $81 360 $197,746 f� �� CERTIFICATE OF LIABILITY INSURANCE DATE 01/26/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, tho policy(les) must be endorsed.. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsoment(s). PRODUCER 1-425-454-3386 Arthur J. Gallagher Risk Management Services, Inc. P.O. Box 367 Bellevue, WA 98009-0367 Karen Barrie COONTACT Karen Barrie AX PHONE }25_586-1058 FaC,No):925-451-3716 Isi61i9 tAt)' E-MAILF4; Karen barrio@ajg.com INSURERS) AFFORDING COVERAGE f/t V> X V NAIL# 'Z- YO t 2 ti1-6,7 ti INSURERA: Ohio Security Insurance Co. INSURED Softreeources, LLC 11411 NE 124th St - Suite 270 Kirkland, WA 98034 INSURERS: Ohio Casualty Insurance Co. INSURER C: Mt. Vernon Fire insurance Co. INSURERD: EACH OCCURRENCE INSURER 0 : INSURER F : COMMERCIAL GENERAL LABILITY • 25309793 VV YLIVIVL.V vw.,"., .-..............-�... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 15 SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILIR TYPE OF INSURANCE - ADDL.SOBR INSR WVO POLICY NUMBER POLICY EFF )MMJ0DIYYYY) POLICY EXP (MM0D(WYY) LIMITS A GENERALLIABILITY BRS1355021518 01/25/1 01/25/13, EACH OCCURRENCE $ 1,000,000 COMMERCIAL GENERAL LABILITY DAMAGE TO RNT E PRF,ytaaiEn rre 1,000,000 /X: $ lCLAIMS rX J OCCUR _ MED EXP (Any one person) $ 15,000 ` -MADE PERSONAL B AO)/ INJURY $ 1, 000, 000 J GENERAL AGGREGATE $2,000,000 AGGREGATELIMITrPUES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 GEM_ POLICY I X 1 JECOT LOC$ -611-2-5/12 A AUTOMOBILE LIABILITY BRS1355021518 01/25/13 COMD�eDt SINGLE LIMB ) $ 1,000,000 AUTO .L? BODILY INJURY (Per per�nn) $ ANY ALL OWNED - SCHEDULE() BODILY INJURY (Per ecc,dent) 5 X AUTOS _ X AUTOS OYVNED / PROPERTY ITAMAGE �9rncddent $ HIRED AUTOS AUTOS $ B UMBRELLALAB Y OCCUR US01355021518 01/25/11 01/25/13 EACH OCCURRENCE S1,000,000 it EXCESS LIAB CLAIMS MADE AGGREGATE $ 1,000,000 000 RETENTIONS $ WORNERSCOMPENSATION 8E01355021518 STOP GAP 01/25/10 01/25/13 I j ORYLI IIS.1_ 1_ERZ A AND EMPLOYERS' LIABILRY ANY PROPRIETOR/PARTNER/EXECUTIVE Y f N E.t., EACH ACCIDENT $ 1,000,000 OFFICER/1.1EMBER EXCLUDED? In NH) N r A £.L.DISEASE-EAEMPLOYEE $ 1,000,000 (Mandatory If yes, describe undid' DESCRIPTION OF OPERATIONS below - E.L. DISEASE POLICY LIMIT $ 1,000,000 C Professional Liability TK2000808E 04/11/11, 04/11/12 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Allach ACORD 101, Additional Remarks Schedule, If more space Is required) The City of Temecula, Redevlopment Agency of the City of Temecula, and Temecula Comminity Services District, their officers, officals, employees and volunteers are named Additional Insureds on the General Liability and Auto policies. Thin insurance is Primary and Non -Contributory per form C08810 (10/09) attached. CERTIFICATE HOLDER CANCELLATION City of Temecula Attn: Finance Department P.O. Box 9033 Temecula, CA 92589-9033 USA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATNE ACORD 25 (2010/05) karbarbel 25309743 ©1988.2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD b. The last paragraph of subsection 2. Exclusions is replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III Limits Of Insurance. 2. Paragraph 6. under Section Ill — Limits Of Insurance is replaced by the following; 6. Subject to Paragraph 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "property damage" to: a. Any one premise: (1) While rented to you; or (2) While rented to you or temporarily occupied by you with permission of the owner for damage by fire, lightning, explosion, smoke or leakage from automatic protection systems: or b. Contents that you rent or lease as part of a premises rental or lease agreement. 3. As regards coverage provided by this provision D. EXTENDED DAMAGE TO PROPERTY RENTED TO YOU (Tenant's Property Damage) - Paragraph 9,a. of Definitions is replaced with the following: 9.a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, or leakage from automatic fire protection systems to premises while rented to you or temporarily occupied by you with the permission of the owner, or for damage to contents of such premises that are included in your premises rental or lease agreement, is not an "insured contract". E. MEDICAL PAYMENTS EXTENSION If Coverage C Medical Payments is not otherwise excluded, the Medicai Payments provided by this policy are amended as follows: Under Paragraph 1. insuring Agreement of Section I— Coverage C — Medical Payments, Subparagraph (b) of Paragraph a. is replaced by the following: (b) The expenses are incurred and reported within three years of the date of the accident; and F. EXTENSION OF SUPPLEMENTARY PAYMENTS -. COVERAGES A AND B G. 1. Under Supplementary Payments — Coverages A and B, Paragraph 1.b. is replaced by the following: b. Up to $3,000 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $600 a day because of time off from work. ADDITIONAL INSUREDS - BY CONTRACT, AGREEMENT OR PERMIT 1. Paragraph 2. under Section II - Who is Ari Insured is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury", 'property damage" or "personal and advertising injury" caused in whole or in part by: a. Your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your on going operations for the additional insured that are the subject of the written contract or written agreement provided that the "bodily injury" or "property damage" occurs, or the °personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or CG 88 10 10 09 ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission, Page 3 of 7 b. Premises or facilities rented by you or used by you; or c. The maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or d. Operations performed by you or on your behalf for which the state or political subdivision has issued a permit subject to the following additional provisions: (1) This insurance does not apply to "bodily injury", "property damage", or "personal and advertising injury' arising out of the operations performed for the state or political subdivision; (2) This insurance does not apply to "bodily injury" or "property damage" included within the "completed operations hazard'. (3) Insurance apples to premises you own, rent, or control but only with respect to the following hazards: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or . • (c) The ownership, maintenance, or use of any elevators covered by this insurance. With respect to Paragraph 1.a. above, a person's or organization's status as an additional insured under this endorsement ends when: (1) All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project, With respect to Paragraph 1.b. above, a person's or organization's status as an additional insured under this endorsement ends when their written contract or written agreement with you for such premises or facilities ends. With respects to Paragraph 1.c. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage". We have no duty to defend an additional insured under this endorsement until we receive written notice of a "suit" by the additional insured as required in Paragraph b. of Condition 2. Duties In the Event Of Occurrence, Offense, Claim Or Suit under Section IV — Commercial General Liability Conditions. 2. With respect to the insurance provided by this endorsement, the following are added to Paragraph 2. Ekcluslons under Section 1 - Coverage A - Bodily Injury And Property Damage Liability: CG 88 10 10 09 This insurance does not apply to: a. "Bodily injury" or "property damage" arising from the sole negligence of the additional insured. b. "Bodily injury" or "property damage" that occurs prior to you commencing operations atthe location where such "bodily injury" or "property damage" occurs. c. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission, Page 4 of 7 (1) The preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. d. "Bodily injury" or "property damage" occurring after: (1) All work, including materials, parts or.equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or (2) That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged In performing operations for a principal as a part of the same project. e. Any person or organization specifically designated as an additional insured for ongoing operations by a separate ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS endorsement issued by us and made a part of this policy. H. PRIMARY AND NON-CONTRIBUTORY ADDITIONAL INSURED EXTENSION This provision applies to any person or organization who qualifies as an additional Insured under any form or endorsement under this policy. Condition 4. Other Insurance of SECTION IV — COMMERCIAL GENERAL LIABILITY CONDITIONS Is amended as follows: a. The following is added to Paragraph a. Primary Insurance: If an additional insured's policy has an Other Insurance provision making its policy excess, and you have agreed in a written contract or written agreement to provide the additional insured coverage on a primary and noncontributory basis, this policy shall be primary and we will not seek contribution from the additional insured's policy for damages we cover. b. The following is added to Paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement, or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other Insurance for which the additional insured is designated as a Named Insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the additional insured has been added as an additional insured on other policies. ADDITIONAL INSUREDS- EXTENDED PROTECTION OF YOUR "LIMITS OF INSURANCE" This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this policy. 1. The following is added to Condition 2. Duties In The Event Of Occurrence, Offense, Claim or Suit: CG 88 10 10 09 An additional insured under this endorsement will as soon as practicable: a. Give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this Insurance to us; b Tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the additional insured; and c. Agree to make available any other insurance which the additional insured has for a loss we cover under this Coverage Part. ©2010 Liberty Mutual Insurance Company. All rights reserved. Includes copyrighted material of Insurance Services office, Inc., with its permission. Page 5 of 7 Item No. 8 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Michael Heslin, Deputy Director of Information Technology DATE: February 14, 2012 SUBJECT: Purchase of the annual Eden Maintenance and Software Support PREPARED BY: John De Gange, GIS Administrator RECOMMENDATION: Approve the annual purchase of maintenance and software support for the Eden Financial and Payroll Systems by Tyler Technologies, Inc., in the amount of $36,864.74. BACKGROUND: The City has been using Tyler Technologies Eden Systems Suite of application modules for fund and encumbrance accounting since 1992. These applications support Finance and Human Resource operations and integrate with the City's SQL databases in compliance with state and federal regulations. This is an annual expense for the maintenance and software support for the Eden Systems Suite. FISCAL IMPACT: Adequate funds are available within the Information Technology's Internal Services fund in the 2011-12 Fiscal Year Operating Budget. ATTACHMENTS: Software Support Quote To: Temecula, City of City of Temecula Accounts Payable PO BOX 9033 TEMECULA, CA 92589-9033 United States THIS IS NOT AN INVOICE PROFORMA Company Order No. Date Page 045 29761 12/Dec/2011 1 of 2 Ship To: Temecula, City of City of Temecula Accounts Payable PO BOX 9033 TEMECULA, CA 92589-9033 United States Customer Grp/No. Customer PO# Payment Terms Currency Code Ship Via Salesperson Cd 1 5314 Net 30 USD MISC No. Item/ Description/ Comments Drop Ship # Users Quantity U/M Unit Price Disc % Total Cost Contract No.: TEMECULA, CITY OF 1 Renewal: EDEGAREC501 Accounts Receivable Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months No 1 EA 1,999.44 .00 1,999.44 2 Renewal: EDEGBUDP501 No 1 1 EA 2,999.17 .00 2,999.17 Budget Preparation Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months 3 Renewal: EDEGDICT501 No 1 Data Dictionaries Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months 4 Renewal: EDEGFXAS501 No 1 Fixed Assets Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months 5 Renewal: EDEGGLAP501 No 1 GUAP Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months EA EA 374.90 .00 374.90 2,999.17 .00 2,999.17 EA 8,747.56 .00 8,747.56 6 Renewal: EDEGHRIS501 No 1 1 EA 4,498.75 .00 4,498.75 Human Resources Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months 7 Renewal: EDEGPAYR501 No 1 Payroll Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months EA 7,497.92 .00 7,497.92 8 Renewal: EDEGPOSB501 No 1 1 EA 1,249.65 .00 1,249.65 Position Budgeting Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months 9 Renewal: EDEGPROJ501 No 1 1 EA 3,998.89 .00 3,998.89 Project Accounting Support To: Temecula, City of City of Temecula Accounts Payable PO BOX 9033 TEMECULA, CA 92589-9033 United States THIS IS NOT AN INVOICE PROFORMA Company Order No. Date 045 29761 12/Dec/2011 Page 2 oft Ship To: Temecula, City of City of Temecula Accounts Payable PO BOX 9033 TEMECULA, CA 92589-9033 United States • Customer Grp/No. Customer PO# 1 5314 Payment Terms Net 30 Currency Code USD Ship Via Salesperson Cd MISC J No. Item/ Description/ Comments Drop Ship # Users Quantity U/M Unit Price Disc % Total Cost Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months 10 Renewal- EDEGPURC501 No 1 Purchasing Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months 11 Renewal: EDEGREQU501 No 1 Requisitions Support Maintenance Plan: ; Start: 01/01/2012, End: 12/31/2012; Term: 12 months EA EA 1,499.58 .00 1,499.58 999.71 .00 999.71 Does not include any applicable taxes Order Total: We would like to continue on the current maintenance plan • Our Purchase Order is enclosed • Our Purchase Order is • Purchase Order is not required to be invoiced AN INVOICE WILL BE SENT AFTER CONFIRMATION OF ORDER Comments: 36,864.74 Item No. 9 Approvals City Attorney Director of Finance City Manager Altd CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Richardson, Director of Planning and Development DATE: February 14, 2012 SUBJECT: Approval of the FY 2012-13 Temecula Valley Tourism Business Improvement District (TVTBID) Advisory Board's Annual Report and Levy of an Assessment against Lodging Businesses within the TVTBID for FY 2012-13. PREPARED BY: Christine Damko, Economic Development Analyst RECOMMENDATION: 1. Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE REPORT OF THE ADVISORY BOARD FOR FISCAL YEAR 2012-13 IN CONNECTION WITH THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT (TVTBID) 2. Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT AGAINST LODGING BUSINESSES WITHIN THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT (TVTBID) FOR FISCAL YEAR 2012-13 AND FIXING THE TIME AND PLACE OF A PUBLIC HEARING THEREON AND GIVING NOTICE THEREOF BACKGROUND: In December of 2005, the City Council took the necessary actions and formed the Temecula Valley Tourism Business Improvement District (TVTBID), Chapter 3.40 of the Temecula Municipal Code, to promote tourism in the Temecula Valley at the request of all the lodging businesses within the City. Thereafter, the City Council was authorized to undertake proceedings to annually levy assessments against lodging businesses within the TVTBID pursuant to the Parking and Business Improvement Area Law of 1989. On November 24, 2009, the City Council authorized staff to proceed with the preparation of a Resolution of Intention to increase the Assessment rate on all lodging businesses within the Temecula Valley Tourism Business Improvement District from 2% to 4% of the rent charged by the operator per occupied room per night. On January 12, 2010, the City Council amended Section 3.40.030 of the Temecula Municipal Code increasing the assessment from 2% to 4% for all lodging businesses within the Temecula Valley Tourism Business Improvement District. The primary purpose of the 4% assessment is to provide sufficient funding to support marketing activities promoting tourism to specially benefit lodging businesses located within in the District. As annually required, Staff has prepared the necessary resolutions to approve the Annual Report and set a Public Hearing on the assessments, Staff will prepare a final resolution confirming the assessments for FY 2012-13 to be brought forward at the scheduled Public Hearing on February 28, 2012. At the Public Hearing, testimony may be heard and protests may be made by any person with an interest in the proposed levy. After the Public Hearing, and in the absence of a majority protest, Staff will proceed to levy the assessment for the FY 2012-13 (March 1, 2012 through February 28, 2013) as authorized by City Council. FISCAL IMPACT: It is anticipated that the 4% annual assessment will result in the collection of approximately $1,139,790 in FY 2012-13 which would be used by the CONVIS for the promotion of tourism to specially benefit the assessed lodging businesses in the district. The City would receive up to 2% of the assessments, or approximately $22,795, to offset administrative costs. ATTACHMENTS: 1. Resolution — Approve FY 2012-13 Report 2. Resolution — Intent to Levy 3. FY 2011-12 Annual Report 4. FY 2012-13 Marketing Plan RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THE REPORT OF THE ADVISORY BOARD FOR FISCAL YEAR 2012-13 IN CONNECTION WITH THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT (TVTBID) THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Temecula does hereby find, determine and declare as follows: A. The Parking and Business Improvement Area Law of 1989, California Streets and Highways Code Section 36500 et seq., (the "Law") authorizes the City Council of the City of Temecula (the "City Council") to annually levy an assessment against businesses within a business improvement area for the purpose of promoting tourism, which is in addition to any assessments, fees, charges or taxes imposed in the City of Temecula (the "City"). B. Pursuant to the Law, the City Council enacted Chapter 3.40 of the Temecula Municipal Code, establishing the Temecula Valley Tourism Business Improvement District in the City (the "TVTBID"). C. The Law requires the City Council to appoint an advisory board which shall prepare an annual report for each fiscal year for which assessments are to be levied and collected to pay the costs of the activities described in the report and which shall make recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments. D. By Resolution No. 05-121, the City Council appointed the Temecula Valley Tourism Business Improvement District Advisory Board to serve as the advisory board for the TVTBID (the "Advisory Board"). E. In accordance with Section 36533 of the Law, the Advisory Board has prepared and filed with the City Clerk, and the City Clerk has presented to the City Council, a report for fiscal year 2012-13 in connection with the proposed levy of an assessment against lodging businesses within the TVTBID entitled, "Temecula Valley Tourism Business Improvement District 2012-13 Annual Marketing Plan Budget and Marketing Plan" (the "Report") and, by previous resolution, the City Council preliminarily approved the Report as filed. Section 2. The City Council has examined and reviewed the Report, and such report is hereby preliminarily approved as filed. Section 3. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify to the vote adopting this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2012. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 12- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2012, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT AGAINST LODGING BUSINESSES WITHIN THE TEMECULA VALLEY TOURISM BUSINESS IMPROVEMENT DISTRICT (TVTBID) FOR FISCAL YEAR 2012-13 AND FIXING THE TIME AND PLACE OF A PUBLIC HEARING THEREON AND GIVING NOTICE THEREOF THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Parking and Business Improvement Area Law of 1989, California Streets and Highways Code Section 36500 et seq., (the "Law") authorizes the City Council of the City of Temecula (the "City Council") to annually levy an assessment against businesses within a business improvement area for the purpose of promoting tourism, which is in addition to any assessments, fees, charges or taxes imposed in the City of Temecula (the "City"). Section 2. That pursuant to the Law, the City Council enacted Chapter 3.40 of the Temecula Municipal Code establishing the Temecula Valley Tourism Business Improvement District in the City (the "TVTBID"). Section 3. That the Law requires the City Council to appoint an advisory board which shall prepare an annual report for each fiscal year for which assessments are to be levied and collected to pay the costs of the activities described in the report and which shall make recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments. Section 4. By Resolution No. 05-121, the City Council appointed the Temecula Valley Tourism Business Improvement District Advisory Board to serve as the advisory board for the TVTBID (the "Advisory Board"). Section 5. In accordance with Section 36533 of the Law, the Advisory Board has prepared and filed with the City Clerk, and the City Clerk has presented to the City Council, a report for fiscal year 2012-13 in connection with the proposed levy of an assessment against lodging businesses within the TVTBID entitled, "Temecula Valley Tourism Business Improvement District 2012-13 Annual Marketing Plan Budget and Marketing Plan" (the "Report") and, by previous resolution, the City Council preliminarily approved the Report as filed. Section 6. The boundaries of the TVTBID are the boundaries of the City, and include all lodging businesses therein. Section 7. The City Council hereby declares its intention, in addition to any assessments, fees, charges or taxes imposed by the City, to levy and collect an assessment against lodging businesses within the TVTBID boundaries pursuant to the Law for fiscal year 2012-13 (March 1, 2012 to February 28, 2013). Such assessment is not proposed to increase from the assessment levied and collected in the TVTBID for fiscal year 2011-12. The proposed fiscal year 2011-12 TVTBID assessment is to be levied on all lodging businesses, defined in Temecula Municipal Code Section 3.40.020 to mean hotels, motels, and bed and breakfasts, within the TVTBID boundaries based upon four percent (4%) of the rent charged by the operator per occupied room per night. Extended stays, defined as stays of more than 30 consecutive calendar days, and those exempt persons, as defined in Municipal Code Section 3.20.040, will be exempt from the levy of the assessment. The assessments will not be included in gross room rental revenue for the purpose of determining the amount of the Transient Occupancy Tax imposed pursuant to Chapter 3.20 of the Municipal Code. New lodging businesses established within the boundaries of the TVTBID after the beginning of the 2012-13 fiscal year will not be exempt from the levy of the fiscal year 2012-13 assessment. The assessment shall be collected in monthly installments as set forth in Chapter 3.40 of the Municipal Code. Section 8. The revenues raised from the levy and collection of the assessment shall be used for marketing and promotions to increase tourism and market the Temecula Valley area as a tourist destination which specially benefit lodging businesses located and operating within the boundaries of the TVTBID as provided for in Chapter 3.40 of the Municipal Code, and shall not be used for any other purposes. The City shall retain two percent (2%) of the collected revenues to pay for collecting the assessments and administering the TVTBID. Section 9. The City Council hereby fixes the time and place for a public hearing on the proposed levy of the fiscal year 2012-13 assessment against lodging businesses within the TVTBID as follows: Time: 7:00 p.m. Date: February 28, 2012 Place: City of Temecula City Council Chambers 41000 Main Street Temecula, California. Section 10. At the public hearing the testimony of all interested persons regarding the levy of the assessment within the TVTBID for fiscal year 2012-13 will be heard. A protest may be made orally or in writing at the public hearing. A. Any protest pertaining to the regularity or sufficiency of the proceedings shall be in writing and clearly state the irregularity or defect to which objection is made. B. Every written protest must be filed with the City Clerk at or before the time fixed herein for the public hearing. Written protests may be delivered or mailed to the City Clerk, City of Temecula, 41000 Main Street, Temecula, California, 92590. C. The City Council may waive any irregularity in the form or content of any written protest and at the public hearing may correct minor defects in the proceedings. A written protest may be withdrawn in writing at any time before the conclusion of the public hearing. D. Each written protest must contain a written description of the business in which the person signing the protest is interested, sufficient to identify the business and its address. If the person signing the protest is not shown on the official records of the City as the owner of the business, then the protest shall contain or be accompanied by written evidence that the person is the owner of the business. If the owner of the business is a corporation, LLC, partnership or other legal entity, the authorized representative for the entity shall be authorized to sign the protest. Section 11. If at the conclusion of the public hearing, there are of record, written protests (submitted and not withdrawn) by the owners of the businesses within the TVTBID that will pay fifty percent (50%) or more of the total assessments of the entire TVTBID, no further proceedings to levy the proposed fiscal year 2012-13 assessment, as contained in this Resolution, shall be taken for a period of one year from the date of the finding of a majority protest by the City Council. If the majority of written protests is only as to an improvement or activity proposed, then that type of improvement or activity shall not be included in the TVTBID. Section 12. Further information regarding the TVTBID may be obtained from the City Clerk, City of Temecula, 41000 Main Street, Temecula, California, 92590. For a full and detailed description of the boundaries of the TVTBID, the activities to be provided for fiscal year 2012-13 and the proposed fiscal year 2012-13 assessment, reference is hereby made to the Report of the Advisory Board. The Report is on file in the office of the City Clerk and open to public inspection. Section 13. The City Clerk is instructed to provide notice of the public hearing by publishing this Resolution in a newspaper of general circulation in the City, at least seven days before the hearing. Section 14. This resolution shall take effect immediately upon its adoption by the City Council, and the City Clerk shall certify to the vote adopting this resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2012. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 12- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2012, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk SOUTHERN CALIFORNIA WINE COUNTRY Convention and ad Visitors Bureau 2011-2012 annual report TVTBID budget and marketing plan about us The Temecula Valley Convention & Visitors Bureau (TVCVB) is a non profit 501 c(6) funded by the Temecula Valley Tourism Business Improvement District, Pechanga, City of Temecula and a membership of over 129 tourism - related businesses. The TVCVB is the destination sales and marketing organi- zation. Our purpose is to stimulate economic growth and tourism in the Temecula Valley region by developing and marketing the destination to the meeting and travel mar- kets. Our mission, as the tourism experts in the Temecula Valley, is to run an effective business that increases awareness and measures the spending in the Temecula Valley. Our Board of Directors are comprised of business owners and professionals who have experience and willingness to serve the community beyond the scope of their demand- ing work schedules. Their volunteer responsibilities in- clude steering company policy, financial oversight, and determining the future course of the Bureau's mission. CM CVB STAFF President &CEO Kimberly Adams VP Finance & Operations Carrie Penny VP Sales & Marketing Ron Owens Director of Sales Leslie Mercado Sales Manager Milene Young Sales & Marketing Coordinator Andrea Bowman Marketing & PR Manager Annette Brown Finance/Bookkeeping Leigh Jensen Visitor Center Specialists Pamela Locascio Becky Hess Membership Coordinator Leann Anderson Contracted Support Nigro & Nigro, PC ARK Marketing& Media Side Creative/Design & Technology 2 Temecula Valley Convention & Visitors Bureau TVTBI D Annual Report of Activities through November 2011 BOARD OF DIRECTORS Executive Committee 2011 Chairman of the Board John Kelliher, The Grapeline Wine Country Shuttle 1st Vice Chairman Cherise Manning, A Grape Escape Balloon Adventure lst Vice Chairman-TID Carlos Palma, Palomar Inn Hotel 2nd Vice Chairman Jason Curl, Formerly Temecula Creek Inn/Ponte Winery Treasurer Bill Wilson, Wilson Creek Winery Secretary Melody Brunsting, Melody's Ad Works Directors Marlene Altieri: Fairfield Inn & Suites Katherine Bailey: Melody Brunsting: Grant Channing: Jason Curl: Terri Delhamer: Tom DeMott: Kym Espinosa: Denis Ferguson: Krissie Goodin: John Kelliher: Cherise Manning: Carlos Palma: Craig Puma: Mario Robles -Richmond: Bill Seltzer: Jan Smith: Nadine Steddom: Ken Westmyer: Bill Wilson: Temecula Vacation Rentals Melody's Ad Works Pechanga Resort & Casino Temecula Creek Inn- TID Keyways Vineyard & Winery Embassy Suites -TID Promenade Temecula Europa Village, LLC SpringHill Suites by Marriott-TID The Grape line WC Shuttle A Grape Escape Balloon Adv. Palomar Inn Hotel The Bank -Mexican Restaurant Triple R Sports Group Temecula Valley Golf School Inland Management Group Hampton Inn & Suites-TID Quality Inn-TID Wilson Creek Winery executive message The Temecula Valley Travel & Tourism econ- omy is showing improvement this fiscal year 2011-2012, with occupancy and revenue growth through the first three quarters. Employment figures are growing at a con- sistent rate of 15% over the decade. With 17 continuous months in hotel occupancy growth at 9.3% YTD and a 10.2% revenue gain, we are ex- tremely confident this fiscal year will end strong. With eight years under our belt, constant branding, seasonal programming, world class entertainment, new economic de- velopment and "quality" product offerings, Temecula is being seen as a vacation destination and our reach has far extended the California traveler. "Today two guests from Anchorage Alaska stopped by and said they visited Temecula eight years ago and decided to came back! They said they couldn't believe their eyes and were thankful for staying four days!" As the founding team of the Temecula Valley Convention & Visitors Bureau, it is exciting to see our hard work paying off and being here to welcome our guests back! Always looking into the future and ensuring we maintain our completive edge, our CVB Board and staff completed our strategic plan for 2011-15 which identifies our key factors for success and provides a strategic direction for our destination and organi- zation. We launched several new successful sales and market- ing programs embracing everything that new technology has to offer in driving our messaging. Temecula continues to surpass key completive sets in revenue growth and ADR recovery. Leisure travel continues to be our Temecula strength with increases in event activity within our tourism business partners. Business travel has remained con- sistent and we have noticed booking windows are shorter. Our increased funding source has proven to be a great return on investment for our partners; for every $1 the bureau has spent, our partners have seen a $4.49 return. We are proud to share with you our results in direct sales, public relations, marketing and partnerships, and we look forward to an even greater positive impact in 2012-2013. Kimberly Adams- President & CEO Temecula Valley Convention & Visitors Bureau TOURISM BAROMETER 3 Temecula Valley Convention & Visitors Bureau TVTBID Annual Report of Activities through November 2011 Temecula TID Assessment $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $- YTD FY 09-10 1 FY 10-11 FY 11-12 ■YTD Temecula Average Hotel Occupancy 68 66 64 62 60 58 56 54 52 50 56.3 FY 09-10 YTD Occupancy 60 1 66 1 FY 10-11 FY 11-12 ■ YTD Occupancy Temecula Average Daily Rate 96 95.5 95 94.5 94 93.5 93 92.5 92 91.5 91 90.5 94.55 1 FY 09-10 YTD ADR 92.38 95.37 1 FY 10-11 FY 11-12 YTD ADR OVERVIEW The hospitality industry is showing signs of recovery in FY 2011-2012. Although the industry continues to be impacted by the economy, positive movement is occurring. Consumer confidence is demonstrating an entitlement towards travel and personal vaca- tions. Our hotels are reporting growth with in- creases over prior year numbers. Average daily rates are climbing up from 2010. Business meetings are still below average but are slowly coming back and leisure travel is stronger in Temecula. In YTD FY 11-12, the CVB achieved 141% of its goal for leads generated. The Bureau saw 10,272 YTD potential room nights generated against a goal of 14,669. The CVB's lead goal was slightly up with 48 leads generated, against a goal of 42. The CVB Sales Department made positive strides in penetrating new markets such as association, wed- dings, religious and tour operator business, which generated a growing number of leads. The CVB Sales Department experienced staffing changes, filling three open positions: The CVB hired Ron Owens, VP of Sales & Marketing in June 2011, Andrea Bowman, Sales & Marketing Coordinator in September 2011 and Milene Young, Sales Manager in November 2011. TRADE SHOW HIGHLIGHTS The YTD 11-12 TID increased budget had an impact on the CVB's trade show schedule and multiple trade shows were included in our Sales and Marketing plan. In FY 11-12 the sales team participated in 21 trade shows, resulting in 20 leads being generated, repre- senting over 1,900 potential room nights with 93,490 attendees and nearly $627,000 in projected economic impact for the Temecula Valley TID hotels, venues and event service providers. FAMILIARIZATION PROGRAMS The sales team hosted 58 meeting and event planners and performed 10 site tours to familiarize planners with the Temecula Valley destination. Market seg- ments represented at these destination tours in- cluded corporate, social, association, tour & travel, media, film scouts and wedding. GROUP SALES RESULTS PERFORMANCE MEASURES' FY '10-'11 YTD '11-'12 DEFINITE BOOKINGS DEFINITE ROOM NIGHTS IMIIII PROJECTED E.E.I.-DEFINITES LEADS GENERATED LEAD ROOM NIGHTS POTENTIAL E.E.I.-LEADS 19 980 189,739 55 15,896 3,559,098 9 194 $154,644 48 10,272 $3,031,704 4 Temecula Valley Convention &Visitors Bureau TVTBID Annual Report of Activities through November 2011 sales `'"icCIAL SALES !ir_ui ir_�Tr In conjunction with on-going sales calls, missions and trade shows, the sales team initiated, or was involved in, special sales projects and events. These activities generated lead opportunities and increased the visibil- ity of the Temecula Valley CVB to target audiences. Among these activities were; City-wide Familiarization Tours - Springfest and Win- terfest FAM Tours targeting Meeting & Event Planners, Concierge, Travel Agents and Media from throughout Southern California, highlighting Old Town, Wine Coun- try & Pechanga and showcasing numerous Tourism Partner Businesses. Global Marketing - International Tour Operator FAM Tour showcasing and introducing the Temecula Valley to 9 tour operators from Belgium, Germany, Italy & France. Industry Networking Opportunities - Sponsored Meet- ing Professional International's (MPI) Southern Califor- nia Chapter Awards Dinner and Gala, as well as co - hosted their Board of Directors Retreat at the Temec- ula Creek Inn; showcasing Temecula Valley wines to over 400 attendees at the Gala and allowing their Board of Directors to experience Temecula Valley first- hand. Community Education - Hosted a "Field Trip" for the MSJC Hospitality Sales & Marketing Class offering stu- dents a glimpse into the workings of a destination mar- keting organization. Membership Outreach & Support - Hosted TID Hotel Forum Luncheon with partners to network and discuss current trends. Presented the STR Report to the group with great dialogue regarding ADR versus Occupancy and how that effects overall revenue for a hotel. 5 Temecula Valley Convention & Visitors Bureau TVTBI D Annual Report of Activities through November 2011 TRA nISHOWS/EVENTS— ATTENDED Desert Golf and Travel Show Meeting Professionals International Southern California Educa- tional Conference & Trade Show LA Times Travel and Adventure Show Smart Meetings: The Smart Mart—Orange County Festival of Brides Bridal Show Spotlight on the Southwest Meeting Professionals International Arizona Educational Confer- ence & Trade Show Smart Meetings: The Smart Mart—Scottsdale Premier Bridal Show Long Beach Successful Meetings University Meeting Professionals International Orange County Educational Conference & Trade Show International Pow Wow Premier Bridal Show Ontario Orange County Concierge Association Hospitality Sales & Marketing Association International (HSMAI) Affordable Meetings West Bridal Bazaar San Diego San Diego Concierge Association Los Angeles Concierge Association Mini Travel & Trade Show ASTA- The Trade Show TEAMS Conference & Expo Rejuvenate Smart Meetings: The Smart Mart—San Diego National Tour Association (NTA) CaISAE Seasonal Spectacular LA Travel & Adventure Show Meeting Professionals International San Diego Educational Confer- ence & Trade Show Go West Summit AAA Arizona Travel Show PERFORMANCE MEASURES FY `10-'11 FY `111 OVERVIEW The TVCVB works hard to build professional relationships with media outlets and representatives in various markets to build and maintain awareness of the Temecula Valley as a travel destination. The CVB supplies the media with current information, editorial content, story ideas and imagery. Our activities generated over $3 million in in- kind press editorials, publications and on-line press. PRESS RELEASES A total of 28 press releases were issued by the CVB and 5 by Visit California during the fiscal year. Additionally, the TVCVB serviced many releases from partners to media. Press releases supported the Temecula Valley Southern California Wine Country brand as an entertainment, wine, golf, cultural, meeting, wedding, sports and culinary desti- nation. MEDIA TOURS On behalf of the TVCVB and it's partners, media visits are secured to promote the destination with the goal of se- curing valuable editorial coverage. The CVB supported over 129 Media Inquires and hosted 15 Media Partners and executed 15 CVB Media FAM Tours. public relations MEDIA MISSIONS & EVENTS With the purpose of networking and building connections with travel and lifestyle media, members of the CVB marketing department attended the California Tour & Travel Com- mission media event in LA in February and Destination Day in Sacramento in April. Addi- tional events included, Travel Media Show- case, NATJA, SD and OC Press Clubs, SD, LA and OC Concierge events. THE RESULTS Through public relations efforts working with traditional and new media outlets, the TVCVB continues to exceed the expectations of reaching an audience of more than 4 million potential visitors. RESULTS IMPRESSIONS PRESS RELEASES ISSUED MEDIA TOURS MEDIA PLACEMENT 400,119, 031 4,601,2 6 Temecula Valley Convention& Visitors Bureau TVrBID Annual Report of Activities through November 2011 PRINT ADVERTISING The CVB and Media buyer ARK Marketing & Media continue to negotiate better advertising rates during FY 11-12. Traditional print campaigns are still an im- portant tool to reach our niche market visitors. Tar- geted printed advertising was placed in the California Visitors Guide, Sunset Magazine and CTTC Drives. The CVB provided the editorial content to include sug- gested itineraries, TID and partner listings with prop- erty details, logos and images. ONLINE BANNER ADVERTISING Target marketing, message tailoring, flexible rates, creativity, exposure, speed, and measureable ROI are the top reasons for the growth and attractiveness of online advertising for the CVB. Online campaigns and the use of technology continues to be the most effect marketing and advertising tool for the Temecula Val- ley CVB, as well as targeted drive markets in Southern California for meeting and leisure travelers. Branding banner advertising was developed to maximize new sponge cell technology, adding room bookings, Visitor Guides and Calendar of Events (first media buy took place in August due to TID cash flow for increased funding). Strategic placement on top travel sites, Ex- pedia, Trip Advisor, Multi Travel and Media Sites, CTTC Online, I&MI Do -It -Yourself Workbook, Smart Meetings, Meetings West, Sunset.com and gocalifor- nia.com. TOTAL MEDIA BUY IMPRESSIONS: 6,514,284 RFORMANCE MEASURES o 11 -FY '12 INQUIRE/FULLFILLMENT VG 5,39 5,712 CALL IN 7,38 3,401 ma. DIRECT MAIL 5,00 3,600 E-MAIL 2,894 403 WEBSITE -visitor 'Mg=�60,97ME04,299 7 Temecula Valley Convention & Visitors Bureau TVTBID Annual Report of Activities through November 2011 E -MARKETING The CVB utilized e -marketing to communicate regularly with members, meeting professionals and potential visitors, as well as to build brand loyalty. The e -marketing promotes new, upcom- ing events and special promotions as well as com- pliments our advertising and public relations out- reach for hotels and member partners. The CVB increased the number of subscribers by 275 in FY 11-12. SOUTHERN CALIFORNIA� -, WINE COUNTRY •v TUE GETAWAY THAT'S NOT I AR AWAY. V • Make your next meeting Temeculous. CrfterAlA4146(-;:i' SOUTHEF ORNI WINE COUNTRY THE CETAWAYIHAYS NOT FARAWAY. .kid Broom to Testing Room: 60 minutes from SreDiego. ake your next meeting £r Going to Palm Desert, 2,. J�ojhLA, or iego this sinter? .:. THERM utt o1..71; Make the most of your holiday. 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V....Temecula.eeg 1 688.363.2854 1 9 Temecula Valley Convention & Visitors Bureau TVTBID Annual Report of Activities through November 2011 TEMECULA VAGI_ SOUTHERN CALIFORNIA WINE COUNTRY VISITTENECELA.O,G 888-363-0850 Rolling HEcwmd wth Owyvds. eWv0Intidosm[bingro I I.aofowhgh moismainnairrome by man beaus and .Md.dauNneries mv.ltT Ia alley. Just a shandnve from an.t'he.ein Saudw.n California lands you among the baaahtaking bawy And onlimnd pmbd{ry of Sou.Mn Calopb s rine Comity. Step ENE Ohne in Old Tom Temecula where mu:c buildings ram OE [Work goNen west EEO. 1830ro n and w Fame manus food in pndry he,mqueL auyue awaandgalleries SmAw CaldonEia m linGgeoenca Soon Orough Old Tont andbangde whole Emily for* magical VENterfestmhba.mn dmmgrhINAidaysown. A Lowry ofavvd.o. i00gwoies we ample entertainment w1A GENOA open lm round EINE aghn of wine °red...DEng owylni.erNore thetrmuhd estates and vddge In du iclaode culinary otfo gsofdewin ery.®uranowoke In Oe awodglangNe.wry from shot air balloon. Ramat cele&vbn (November 5d and NIG Loa amend Edi tadOonfamwg thouo,pomm:ry[aNAT ova 30 wineries cud f0odadwme sanpLngatab nap Plus.goIfcourses nim{ men way through ,he n.11... olhnng challenging Gay OLIO u.ur¢c Tayour luck LIN luxurious NNwga Peon and Casino and plan now 8, Aen epic Ne. Yeas Eve party. SEGO a Eham.ing bed and b.d6a, a wlw counro ANAL or choose hon a wnaay of wromn.oda.iom.o ma eaery AEGEAN bud oL Tux nukes Temecula Vallry the perfect Southern Gali romu geowry. celebrate among the vineyards Come celebrate Christmas and New Year's with us! Mernewln• ppm unaer.ma on oamms tart SOUTH COAST W INERY Chrlatame Feast ao.ss comma, taws, eee tom wIleoncree.w.nery cern 3ATUIIDA7 NR3FIT EVE R Ne.v sews eve maeanri«r WI,FN- ul• V•Ilay C ion & VI•itor• Bureau Morcadas St Suitw A T macule 92590 it a•A viaiLtemeeula.org win tickets! Best Western Country Inn Briar Rose Wiamy Pante Family Estate Winery Callaway Winery Doff. Winery tE Vineyard BOOK A ROOM TOURS & TRANSPORTATION WINERIES COUPONS!!! DINING ABOUT TEMECULA PLANNING GUIDE E -NEWS SIGNUP CALIFORNIA SO CAL WINE COUNTRY sit u 4 I n0 airfield Inn & Suites by Marriott® Fairfield Inn & Suites E'vZirEan,'S'E'Eesro evmsn�mn� E°S,Ur Rana South Coast Winery & Resort 188818948]]959 www.sou[hcoasiwlnerv.eom Red Hawk Goff Course �aurysana mnaNms W mere aanolo demi perrva,o� (9311309 385059] Y www.reabawkpe Ic ub.com BOOK A ROOM TOURS & TRANSPORTATION WINERIES COUPONS°! DINING ABOUT TEMECULA PLANNING GUIDE E -NEWS SIGNUP WINE COUNTRY SO -CAL CALIFORNIA Temecula Valley Convention & Visitors Bureau 28690 Mercedes St Suite A Temecula 92590 win tickets O calendar while available '>13,,00°r8` concerts of events from $i per night, kenterininmenf Bring In the New Year Pecharlge Stylet Pedhanga Resat & Casino celebrates New Year's Eve with parties throughout the property. Make your plans now because they sell out quickly, Book your room at one of the many hotels just minutes away from the fun. Choose Your Parry: • Masquerade Gala in the Ballroom Dinner, Dancing. Parry Favors, Champagne Toast 5298 par coupe (no single tickets sold) • Silk Night Club Featuring NYE DJ and Dancers Presale tickets 575 per person, includes party favors Kelsey's Flashback to the 70's, 80'5 and 90's with DJ entertainment • 550 cover charge per person, includes parry favors • Cabaret Two live bands, a countdown and parry favors • 525 cover charge per person The Comedy Club AVietnamese variety show and Tight Vietnamese buffet dnner S99 per person The Round ear Countdown to Midnight hosted by DJ Tmmy D. open to the public To ream mare about New Years Eve paries in Temecula, go to www.vislttemecula.org. Temecula Valley Convention & Visitors Bureau 28690 Mercedes St Suite A Temecula 92590 visittemecula.org 1(1 win tickets! 10 Temecula Valley Convention & Visitors Bureau TVTBID Annual Report of Activities through November 2011 Motel 6 Maurice Car'rle Winery 1101 • '1'run�ulu Vsdlry .l erP and Wiar 1'aury BOOK A ROOM TOURS & TRANSPORTATION WINERIES COUPONS!. THINGS TO DO ABOUT TEMECULA PLANNING GUIDE EVENTS WINE COUNTRY SO -CAL CALIMYRNIA T macula V�IlarC n S Visl 28690 M�rc�da• St Sul •iA T m�ct visit-teremacula-urg win tickets! • ',, i P1anYour Temecula Valley Trip October 14-15, 2011 October 14, S8pm is the "Friday Night Cruise. Over 500 driest. pre -1970 vehicles from all over the country will anise Old Town Temecula. This show attracts thousands of automotive enthusiasts and spectators. Saturday. October 15 is -Show 8 Shine.' This Is when you can take a loser look under me hood and through the windows from 13am-4pre. All the cars are parked In Oki Town Temecula for viewing. There will also be vendors, food and TIN music. Tris is a FREE event. Come down and nave fun witn friends and family! You can find out more at rrww.rotllumamecule.cOm. BOOK A ROOM TOURS & TRANSPORTATION WINERIES COUPONS!!! DINING ABOUT TEMECULA PLANNING GUIDE E -NEWS SIGNUP WINE COUNTRY q�,y SO -CAL CALIFORNIA Temecula Valley Convention & Visitors Bureau 28990 Mercedes St Suite A Temecula 92590 win tickets advertising -product branding 1 M M 1 11 Temecula Valley Convention & Visitors Bureau TVTBID Annual Report of Activities through November 2011 social media AN EVOLUTION IN MARKETING The Temecula Valley Convention & Visitors Bureau contin- ues to stay on the forefront of new technologies in social media. The TVCVB utilizes social media to promote the Te- mecula Valley Southern California Wine Country region, Temecula CVB partners and increase awareness of the Te- mecula Valley brand. The Visittemecula Facebook page started the year off with 2,000 fans and YTD we have ac- quired 14,300 fans. SOCIAL MEDIA HIGHLIGHTS/GOALS With the explosion of social media, the CVB worked collectively with our partners to integrate our destination social media plat- form as an effective tool to drive awareness of our diverse product offerings. We focused our messaging to include our new destination video which included "The Entertainment So Cal Wine Destination," "Extend your Stay, The Getaway that's not far away" and "Temeculous." These campaigns increased awareness and visitation. We continued to utilize the Facebook Fan page, twitter ac- counts for both meetings and visitors and encouraged fans to enter to win, join the CVB mailing list and visit the CVB website at www.visittemecula.org. The CVB has increased attendance at events by promoting events on Facebook, twitter and e -blast marketing. Social media has elevated our communications within our tourism commu- nity and it has provided real time communication. The CVB team also continues to use Twitter and Facebook as a virtual visitors center to answer and post visitor questions and insider tips, promote partners, attractions and recent press. Our media relationships have gone viral through our social me- dia channels and blogger partners. Pitching media and optimiz- ing press releases for social media has increased through PRweb.com and new markets such as the Canadian market. PR WEB Generated Over 1 Million impressions and postings on over 300 sites. 12 Temecula Valley Convention & Visitors Bureau TVTBID Annual Report of Activities through November 2011 Mffrr' riii m.. — feeler souMm � elilamre.��r ia Wine ®.10 111.1 L -rrw. w.ur. Pr. .. newnee Tanen. Valk, Swithern enlitoinla Wine nen., • Phelan Ltr !2;1— III nonnaninionseawiene New 1.0,1Wienn SOCIAL MEDIA TOOLS SOCIAL NETWORKING SITES (FANS) FY '10 -'11 FY '11 -'12 FACE BOOK. COM/visittem ecula TWITTER.COM/ visit_temecula TWITTER/MEET TWEETS/Visit_temecula YOUTUBE.com/ New Temecula Video 2,026 1,498 846 1,282 14,300 2,900 1,120 1,140 1,282 7,000 W WW.VISITTEMECU LA.ORC The official Temecula Valley, California visitor infor- mation portal is designed for consumers, travel trade, meeting planners, members and media. It fea- tures enhanced interactivity and functionality, includ- ing an interactive calendar of events, photo and video gallery. A booking engine processes reserva- tions and is prominently visible on all Bureau web pages. 151 rooms were booked in FY 11-12 on the CVB site. In 2011, 3,036 visitors opted in to receive Temecula promotions; our current client list is 15,436 e-mails. All online and print advertisement directs traffic to this site, which serves as a gateway to the official site. ERFORMANCE MEASURES FY `1 11111.11111 1 # of WEB PAGES 1321p 166 [ONLINE GUIDE/BROCHURE REQUESTSU 13,00 2,827 # OF PEOPLE REGISTERED E -NEWS 15,600 ONLINE PARTNERS 3,0311 ONLINE CO-OP INCOME Mr' 4,26 2,55 TRAFFIC REPORT FY '10-'1 FY '11 -'12 TOTAL WEB SITE TRAFFIC 01 60,975 lir 104,299 # OF PAGE VIEWS = 208,136 278,139 # OF PAGE VISITS Mi I 2.96 2.671 AVERAGE LENGTH OF SESSIOM [ 3.06 2:37 1111 ON-LINE RESERVATIONS ' 1 99 151 1 TRAFFIC REP ORT—M OBI SITE FY'10 -'11 YTD '11-'12 TOTAL MOBI TRAFFIC N/ ` 2,016 # OF PAGEVIEWS # PAGES PER VISIT AVERAGE TIME ON SIT 13 Temecula Valley Convention & Visitors Bureau TVlBID Annual Report of Activities through November 2011 • YA publications OVERVIEW The CVB produces publications essential to mar- keting the Temecula Valley as a destination for tourism and group business. In addition to their practical informational function, publications and collateral items also serve as call -to -action pieces and "new products" for the CVB to pro- mote through public relations and advertising. VISITOR GUIDE & MEETING PLANNER GUIDE The Temecula Valley Visitor Guide is the region's official visitor information publication. In FY 11- 12 the CVB continues to partner with CVB Mem- ber partners and local vendors to produce this publication. The guide is designed to be an infor- mational piece distributed to potential visitors and consumers, as well as meeting planners, tour operators and media. The Visitor Guide is distributed at area hotels, attractions, travel and trade shows, California Welcome Centers and throughout the state. The Visitor Guide has many features, including a pull-out area map, suggested itineraries, edito- rial emphasis on the region's distinctive lifestyle, which includes our niche markets of food, wine, outdoor activities, history, entertainment and the arts. The CVB also publishes a comprehen- sive meeting planner guide, and is used by the CVB sales department in their marketing to meeting and event planners, tour operators and wedding planners. NICHE MARKET BROCHURES To promote the Temecula Valley's unique niche mar- kets of wine, golf, history, entertainment, sports, and weddings, the CVB distributed several brochures in FY 11-12. The Temecula Valley destination map showcases our top three area assets, Pechanga Re- sort & Casino, Wine Country and Old Town Temec- ula. The CVB distributed YTD 150,000 Temecula Val- ley maps in 1,500 locations within California. We are seeing an increase in numbers though Digital publica- tion downloads and USB distribution. With increased popularity of our destination several new marketing brochures have been developed to include a new group tour, wedding guide and sports team brochure. These market brochures/maps were distributed to visitors and partners through specialty niche trade missions. Niche and seasonal markets will continue to be a key strategy in growing our lodging occupancy. DISTRIBUTION NUMBERS FY '10 -'11 FY '11 -'12 VISITOR GUIDES MEETING PLANNER GUIDES TEMECULA VALLEY SOCAL WINE MAP GOLF MAP, W EDDING MAP SPORTS MAP 45,000 15,000 250,000 5,000 2,500 35,000 5,000 150,000 2,000 750 14 Temecula Valley Convention& Visitors Bureau TVTBI D Annual Report of Activities through November 2011 partnerships OVERVIEW The Temecula Valley CVB collaborates with over 150 community partners and industry non-profit organiza- tions in marketing Temecula Valley as a destination. The CVB provides services to all partners. Partners are referred on a daily basis to consumers, media, travel trade and meeting professionals. PARTNER MARKETING OPPORTUNITIES Throughout the year, a variety of marketing opportuni- ties are offered to CVB partners, including: participation in familiarization tours for meeting planners and media, inclusion in press releases, receipt of sales leads for group business, advertisement in CVB publications, par- ticipation in local networking functions, enhanced list- ings, access to promotional opportunities and trade show participation. ANNUAL PARTNERSHIP MEETING & LUNCHEON The CVB Annual Meeting was held in the new City Civic Center this year. Over 120 partners and community stakeholders attended the meeting which featured highlights by our 2011-2012 Chairman, John Kelliher, and President & CEO, Kimberly Adams. The CVB and Temecula Valley Winegrowers Association held 2 net- working mixers for member partners in Wine Country. The CVB Sales Department held four Sales Happy Hours for tourism industry partners. The CVB hosted two Quarterly luncheons at member partner locations, where topics included industry trends, and education. In March, the CVB held a Grand Opening for all mem- bers, partners, media and residents at our new Mer- cedes Street location. The CVB successfully saw be- tween 50-130 attendance for each event. 15 Temecula Valley Convention&Visitors Bureau MBID Annual Report of Activities through November 2011 MEMBERSHIP 2011-2012 Members By Category Professional Services 9% Visitor & Cony Sim Businesses 3% professional snppp t AsHA Transportation HA Ref Ael0 Rt ns,=poas& Sports/Golf /Ar MQRMA NCE MEASURES FY '10 -'11 FY '11 -'12 120 129 10,350 10,500 13 8 I70 a 59 VISIT CALIFORNIA PARTNERSHIP The Visit California partnership has been critical in the growth of our brand within the California Tourism product. Temecula has received cover- age though the marketing activities preformed by the Visit California and CVB staff. Temecula was featured in the Visit California Rural TV Spot which generated 1 Billion gross impressions. WORMANCE MEASURY `11'12 *SITE COVERAGE •ISTORS GUIDE ROADS MAP GUIDE HADA TRAVEL PLANNER WNSLETTER ip3,109,417 500,000 1,000,000 500,000 3,600 1 EXPLORE STAY PLAY GOLF SOUTHERN CALIFORNIA WINE COUNTRY Convention and ad Visitors Bureau 2012-2013 marketing plan 1 TVTBID budget and marketing plan Sr ITHEPN. WINE COUNTRY FY 2011/2012 TID Numbers and Trend ➢ YTD through November revenue has increased $3.05 Million representing a 10.14% increase YOY ➢ Occupancy has increased 8.6 % YOY ➢ ADR has increased 1.49 % YOY to $95.25 ➢ YTD TID spend $669,000 ➢ For every $1.00 spent we have realized $4.56 in increased revenue ➢ YTD total revenue of $33.18 vs. $30.13 million prior year ➢ At the current trend of 10.14 % growth projected incremental revenue for the fiscal year is $4.25 million Source: Smith Travel Research -c7;74:-c-c-14 SOUTHERN CALIFORNIA WINE COUNTRY V�„ V� Temecula Valley Convention and Visitors Bureau Show Corporate Groups Location Date Meeting Professionals International Southem California Educational Pomona March 27, 2012 $ Conference & Trade Show Meeting Professionals International Orange Orange County Educational County Conference & Trade Show May 20, 2012 $ Hospitality Sales & Marketing Assn Long Beach, June 5-6, 2012 $ International's MEET CA IMEX America Las Vegas October 9-11' $ 2012 CaISAE Seasonal Spectacular Sacramento December 5, 2012 FY 2012-2013 PROPOSED TRADE SHOW SCHEDULE AND BUDGET Est. Trade Show Est. T&ta 2,500.00 S 350.00 Trade Shoy_v ProtL The goal of these trade shows is to target Corporate, Association and Government entities who plan offsite meetings and events, typically Sunday through Thursday at offsite locations, specifically in Southern Califomia MPISCC is a member centric organization focusing an professional development for the meetings and events industries. Established in 1979, MPISCC is recognized as award-winning chapter with aver 900 members serving the Santa Barbara, Palm Springs, Las Vegas, and greater Los Angeles Areas. The Meeting Professionals International Orange County Chapter (MPIOC) was founded in 1987. With a large base of planner members in our chapter like 650.00 $ 350.00 Allergan, Arbonne International, Epson America, Inc., Experian, Ingram Micro, Kawasaki Motors Corp USA, Pacific Life and The Boeing Company (to name a few), we bring a vast array of meeting planning professionals to the table. HSMAI is a global organization of sales and marketing professionals representing all segments of the hospitality industry. With a strong focus on education, HSMAI has become the industry champion in identifying and communicating trends in the 4,600.00 $ 1,014.00 hospitality Industry while operating as a leading voice for both hospitality and sales and marketing management disciplines, as well as connecting its members with customers. Founded In 1927, HSMAI is an individual membership organization comprised of nearly 7,000 members from 35 countries and chapters worldwide. SLlarket Est. fx Atterde_e. 5st.#_Stat( EsLStaff.Llours Corp, Assn, Govt Corp, Assn, Govt Corp, Assn, Govt IMEX also has an exclusive partnership with the US Travel Association, the national, non-profit organization representing all components of the 5704 billion US travel industry; is endorsed by DMAI and Site and has an Industry Partnership with 5,000.00 $ 2,000.00 PCMA. Other supporting associations include: ACTE Global, ADME, AIPC, AMCI, Corp, Assn, ASAE: The Center for Association Leadership, Association Forum of Chicagoland, Incentive CALSAE, CIC, CSAE, ECM, FICP, GMIC, IACC, IAEE, IAPCO, ICCA, ISES, JMIC, NYSAE, PATA, SKAL, Spin. A list of industry and media partners can be found online. 1,800.00 S 1,000.00 'Trade Show Schedule based upon forecasted Income and will be revised accordingly, If necessary, wlch T8 Advisory Beard approval CaISAE has nearly 1,300 members, and is the third largest local Society of Association Executives in the nation. CaISAE serves the entire state of California and includes a rich array of education and training programs, services, and networking opportunities. We serve association professionals at all levels, and promote strong peer and business relationships. CaISAE membership includes executives from prominent trade and professional associations and societies throughout Califomia. Membership is also open to individuals who supply goods and services to the association community, including representatives of the hotel and travel industry, information management firms, independent meeting planners, insurance companies, printers, and financial institutions among others. 1/9/2012 Assn, Govt 700 300 800 2,000 600 1 2 1 12 12 36 96 36 Pagel q;--/-4-e-r-trA SOUTHERN CALIFORNIA WINE COUNTRY J Temecula Valley Convention and Visitors Bureau Show FY 2012-2013 PROPOSED TRADE SHOW SCHEDULE AND BUDGET Location Oats_ Est Trade Show Est. T&E ILasje_Show Profile _Market E.aL_#_Attendees Edit Staff EsLStaffHHoj ra November 11- F1CP is an individual membershipassociation for meetingplanners employed FlCP Annual Convention Los Angeles $ 1,900.00 $ 700.00 Pssn 800 1 48 14, 2012 within the insurance and financial services industry. The association exists to Corprp' provide high-quality information, education and networking to financial and insurance meeting professionals, increasing their success and strategic value within their companies and in their careers. Meeting Professionals International San Diego Educational Conference San Diego February 2013 $ & Trade Show The nearly 500 member San Diego chapter of MPI (SDMPI), established in 1979, 350.00 5 350.00 empowers its members to increase their strategic value with education, professional development and business growth opportunities following the principals that MPI International sets forth. Corp, Assn, Govt 200 1 12 1 Meeting Planner Totals $ 16,800.00 $ 5,764.00 5,400 252 Leisure and Sports Travel Vancouver Golf & Travel Show Vancouver March 3-5, 2012 $ The goal of these trade shows is to target Leisure Travelers who are interested in the many amenities our destination has to offer, but to specifically target those travelers who have the ability to travel during midweek dates. The Travel & Adventure Show is the longest running series of consumer travel events in the United States - a one-stop shopping marketplace, where consumers 4,000.00 $ 2,500.00 and the travel trade will find thousands of travel providers offering unique vacation options and travel Information. Plus, you'll be able to access informative travel seminars, hands-on activities, cultural performances and more. Leisure/Golf Groups 20,000 2 96 The World's Leading Conference & Expo for the Sports -Event Industry offering a conference program with leading experts who are the latest inside information TEAMS Conference & Expo TBA October 2012 $ 5,000.00 $ 1,500.00 Informative trade show with more than 300 sports -event suppliers and destinations Sports Groups 300 1 60 that provides new contacts and ideas Personal appointment sessions that allow quality time with event organizers and industry leadersNetworking sessions and social functions that help build valuable relationships for today and tomorrow LA Tmes or LA Travel Show Los Angeles January 2013 $ The Travel & Adventure Show is the longest running series of consumer travel events in the United States - a one-stop shopping marketplace, where consumers 4,000.00 $ 1,700.00 and the travel trade will find thousands of travel providers offering unique vacation options and travel information. Plus, you'll be able to access informative travel seminars, hands-on activities, cultural performances and more. Leisure/Travel Agents 20,000 2 96 Consumer show at the US Airways Center In Phoenix, AZ on January 30-31 with en expected attendance of 10,000 interested buyers. Objective is to have several destination members share booth space to save costs and promote packages, AAA Arizona Glendale, AZ February 2013 $ 3,000.00 $ 2,200.00 specials, and value added services. The AAA Travel Show will receive exposure Leisure/Travel 10,000 2 on the Phoenix Suns television and radio broadcasts, it will also utilize Agents Ticketmaster's distribution and marketing services, partner with Arizona Republic on a 2 -week newspaper campaign, ABC 15's Sonoran Living and run radio spots on KOOL FM, Arizona's most popular radio station. 96 Leisure/Sports Budget $ 16,000.00 $ 7,900.00 50,300 348 "Trade Show Schedule based open forecasted Income end will be revised eeeordingiy, [(necessary, with no Advisory Beard approval 1/9/2012 Paget 1 SOUTI-FERN CALIFORNIA WINE COUNTRY `v Temecula Valley Convention and Visitors Bureau Show Bridal Shows Orange County Bridal Show Ontario Bridal Show Los Angeles Bridal Show San Diego Bridal Show 'Bridal Show Budget Location Date Orange County Ontario Los Angeles San Diego TBA TBA TBA TBA FY 2012-2013 PROPOSED TRADE SHOW SCHEDULE AND BUDGET Est Trade Show E.st,.S$E Trede Show Profile The goat of these trade shows is to target wedding parties who are planning their wedding in Temecula Valley and are looking for hotel accommodations for their out of town guests. The goal is also to promote Temecula Valley as a Destination Wedding location, and to push midweek Weddings $ 1,259.00 $ 300.00 Targeting bridal parties in the Orange County Area $ 1,000.00 $ 300.00 Targeting bridal parties in the Ontario Area $ 1,500.00 $ 300.00 Targeting bridal parties in the Los Angeles Area $ 1,000.00 $ 300.00 Targeting bridal parties in the San Diego Area $ 4,759.00 $ 1,200.00 Market Est,. Atfendges Es...#teff EALS-tetLH4u[a Wedding Wedding Wedding 400 1,000 1,000 1,000 3,400 1 1 2 1 12 12 12 12 48 Tour and Travel Spotlight an the Southwest San Diego March 26-28, $ 2012 International Pow Wow Co -Op Los Angeles April 21-25' 2012 ASTA/The Trade Show Los Angeles September ? -9, $ 2012 National Tour Association San Diego September 25 $ 27, 2012 The goal of these Trade Shows is to meet with Tour Operators who currently arrange tour groups to Southern California and pitch to them the benefits of including Temecula Valley in their itineraries. The goal would be to target itineraries that include midweek stays Spotlight on the Southwestem USA is a tourism conference which combines educational seminars, networking functions and a trade show. Operators are primarily domestic (including Canada) and range from small operations to large receptive companies (and everything in between). The ratio of suppliers to 1,300.00 $ 850.00 operators is never more than 2.5 to 1. Spotlight is casual and intimate. We don't just network - we build relationships at Spotlight. There are three days of inter- action in which to conduct business. The goal is to build lasting relationships. New tour itineraries to off the beaten path destinations are highlighted, using the closest Southwestern gateway cities as arrival and departure points. U.S. Travel Association's International Pow Wow is the travel industry's premier international marketplace and the largest generator of Visit USA travel - it is NOT a typical trade show. In just three days of intensive pre -scheduled business appointments, more than 1,000 U.S. travel organizations from every region of the 7,500.00 $ 3,800.00 USA (representing all industry category components), and close to 1,500 International and Domestic Buyers from more than 70 countries, conduct business negotiations that result in the generation of over $3.5 billion in future Visit USA travel. At International Pow Wow, buyers and sellers are able to conduct business that would otherwise be generated only through an exhaustive number of around - the -world trips As the #1 travel trade show in North America, THETRADESHOW is the travel industry's premier meeting place for travel sellers, destinations and travel related 4,000.00 $ 1,200.00 companies to connect and establish new business relationships. Destinations, hotels, resorts, cruise lines, tour companies, transportation providers and all travel - related products or service companies can tap into the profitable travel retailer market segment by participating in THETRADESHOW. Founded in 1951, NTA is a leading association for professionals serving travelers 4,000.00 $ 2,000.00 to, from and within North America. Formerly the National Tour Association, the organization became NTA when its global membership (more than 40 countries) and focus expanded beyond its name Trade Show Schedule based upon forecasted Income and will be revised accordingly, If necessary, with TID Advisory Board approval 1/9/2012 FIT/Leisure Groups FIT/Leisure Groups FIT/Leisure Groups FIT/Leisure Groups 200 5,000 1,000 2,000 1 3 1 2 36 180 48 96 Page 3 cit SOUTHERN CAL1FORNIA WINE COUNTRY 3) -) Temecula Valley Convention and Visitors Bureau Show Go West Summit FY 2012-2013 PROPOSED TRADE SHOW SCHEDULE AND BUDGET Loetlg0 Dem Est Trade Show Est T3E Trade Show Profile ..MaOset Est # Atteadem Est # Staff t Sta(f Hours The Go West Summit Is a marketplace that brings together unique suppliers from the Westem U.S. with tour operators looking to expand their tours in the American West region. The Go West Summit has developed into the premier meeting place TBA February 2013 $ 2,500.00 $ 1,500.00 because of its unique focus and effective format. We provide an intimate business FIT/Leisure setting structured to give suppliers from a thirteen -state, Westem U.S. region the Groups opportunity to promote their products and write contracts with tour operators from all the major markets - Asia, Europe, Latin America, Canada, Mexico, Scandinavia and the United States. 450 1 48 ITour/Travel Budget $ 19,300.00 $ 9,350.00 8,650 408 Educational Conferences/Seminars The goal of these shows is to offer continuing education to the sales and marketing staff allowing them to team best practices and offering networking opportunities with other CVBs and Destination Marketing Organizations The Westem Association of Convention & Visitors Bureaus is a regional WACVB Destination Marketing & Pasadena March 29-30, $ 295.00 $ 300.00 professional association serving more than 130 member bureaus in the West. Our Education/ Tech Summit 2012 members are the official destination marketing organizations for their city, county Seminars or region. As the world's largest and most reliable resource for official destination marketing DMAI Annual Convention Seattle,WA July 16-18, 2012 $ 1,500.00 $ 2,700.00 organizations (CMOs), Destination Marketing Association International is Education/ dedicated to improving the effectiveness of over 3,300 professionals from nearly Seminars 650 destination marketing organizations in over 30 countries. The Summit is designed for professionals at every level, from sales managers to CEOs, Interactive marketing managers to research analysts, offering the spectrum Simpleview Summit Tucson, AZ May 6-8, 2012 $ 1,500.00 $ 2,000.00 from big -picture vision to hands on training, providing professional development whether you work with meeting planners or write a blog, manage IT infrastructure or lead an entire DMO team. Educational Conferences/Seminars Media/Marketinq Education/ Seminars N/A N/A N/A 24 2 72 2 36 $ 3,295.00 $ 5,000.00 Event hosted by the CTTC (Visit California). This event is designed to connect California destinations and tourism businesses with key travel media to generate LA Media Event Los Angeles March 6, 2012 $ 1,300.00 $ 600.00 additional interest in California as a travel destination. This event also gave the 33 registered California delegates the opportunity to showcase story ideas and new product in their respective areas. "Trade Show Schedule based upon forecasted Income and will be revised accordingly, 9 necessary, with 110 Advisory Board approval 1/9/2012 Media/ Marketing N/A 132 2 24 Page 4 SOUTHERN CALIFORNIA WINE COUNTRY Temecula Valley Convention and Visitors Bureau Show Location Orange County Concierge Trade Orange Show County Date June 4, 2012 $ FY 2012-2013 PROPOSED TRADE SHOW SCHEDULE AND BUDGET Est Trade Show EstU&E I[adeShow Profile _Mkt_ l stL_#tten ees Es_t._iLStaff. Est StaffJdours The Orange County Concierge Association is a fellowship of Concierge representing the finest hotels and resorts in Orange County. Established in 1982, Media! 250.00 $ 200.00 the OCCA has grown into a professional organization of over 100 members, Marketing WA 2 24 including 35 Corporate Partners. Together, we are dedicated to providing exceptional service to the millions of visitors we welcome each year. The San Diego Concierge Association is a non-profit association of professional hotel & resort Concierge established in 1985. The SDCA proudly includes over a San Diego Concierge Trade Show San Diego TBA $ 250.00 $ 200.00 hundred Associate Members that are Concierge at San Diego's finest hotels & Media/ resorts. In addition to our Associate Members, we also have over seventy-five Marketing Affiliate Members that we have partnered with to bring our valued guests & San Diego visitors the best San Diego experience possible The Los Angeles Concierge Association will foster the development and education Los Angeles Concierge Trade of its members as well as uphold the integrity of the Concierge profession and the Media/ Show Los Angeles TBA $ 250.00 $ 300,00 Association. We will unite hotel Concierge in order to promote high professional Marketing stands Visit California Media Event Educational Conferences/Seminars 'TOTAL TRADE SHOW BUDGET San September 12, $ Francisco 2012 Event hosted by the CTTC (Visit Califomia). This event is designed to connect Califomia destinations and tourism businesses with key travel media to generate 800.00 $ 500.00 additional interest in California as a travel destination. This event also gave the 33 registered California delegates the opportunity to showcase story ideas and new product in their respective areas. Media! Marketing N/A NIA NIA 2 24 2 24 1 24 $ 2,850.00 $ 1,800.00 120 $ 63,004.00 $ 31,014.00 67,750 1,308 'Made Show Schedule based upon forecasted Income and will he rcvtsed accordingly, If necessary, with To Advisory Board approval 1/9/2012 Page : V UTI-MPN C ALIFOF+NIO,WINE COUNTRY Convention and (v Visitors Bureau 2 1n - 20:13 Saes, Marktoolg & Panil2Doc Re[ations Master Sccheck e Page 1 of 2 2012-2013 Press Includes Pechanga, Wine Release Country, Old r., -;n . ;°. October 15 Schedule Town Neighborhoods Completion November 1 P11' November 15 February 15 2012-2013 Includes Pechanga, E Wine Feature Hotel Packages rod Run Western Days _.Iuegrass r estival Balloon & Wine Fest -Mail Blast Country, Old December 15 Destination Town Neighborhoods 2012-2013 Includes Pechanga, Wine . _ 1 _ 1 -i, Trade Shows Seasonal Events Hot Rates Itinerary Ideas E -Mail Blast Sales Country, Old Town Neighborhoods Feature: Completion Posting COmI'�IBhGri cs�i '`S cin fest p g :'(Mar 1- May 31) March April May Mature Travelers Nature Sports National Tourism Week summerfest Shopping Springfest l(Mar 1- May 31). r March FiMarch Aprll May January1. January 15 February1 February 15 Springfest (Mar 1- May 31) Aprll May November 15 December 15 January 15 December 1 January 1 ry February 1 December 15 January 15 ry February 15 Hotels Agriculture Girlfriend Getaway Groups Aerial Sports Autumnfest Enjoy Some Sunshine this Winter January 15 February 1 February 15 May 15 u mth_erle Une 1- Sept Z Jure : Jul y August Autumnfest (Sept 8 -Nov 24) September October November WInterfest (Nov 25- Feb 28) December January February Hotel Packages C-oU77e Hot. Summer Nights Planning a Holiday Y in Sunshine March 15 Aril 1 P April 15 Ma 1 Y May 15 Trade Shows Seasonal Events Hot Rates Unique venues Itinerary Ideas February 15 March 15 April 15 March 1 April 1 May 1 March 15 April 15 May 15 mm. -"`e -,s. 1- Sept 7 ; 3une July 'r J nust Autumnfest (Sept 8 - Nov 24) September November Motocross Technology Made in Temecula Unique Mtg Places Pet -Friendly Places Winterfest Restaurant Mo April 15 May 1 May 15 August 15 Hotel Packages Harvest Celebration Quilt Show Thanksgiv- ing Feasts Holiday Shopping June 15 July 1 July 15 August 1 August 15 Autumnfest (Sept 8 - Nov 24) September October November Trade snows Seasonal Events Hot Rates HolidayJuly15 Parties Itinerary Ideas May 15 June 15 June 1 July 1 August 1 June 15 July 15 August 15 WinterfestTown (Nov 25- Feb 28) December January February What's New Restaurant Mo Planning Your Vacation Plans An Old Town Experience Luxury in Temecula 10 ways to Wine Taste Packaging Temecula Arts & Culture Celebrities in Temecula July 15 y August 3 g August 15 December 1 Hotel Packages Christmas in Old & wine Country NYE Parties (Members) NYE parties at Pechanga Happy Holidays eCard September 15 October 15 October 1 November i October 15 November 1 November 15 Winterfest (Nov 25- Feb 28) December January February Trade Shows Seasonal Events Hot Rates Unique Venues Itinerary Ideas August 1.5 September 15 October 15 September 1 October 1 November 1 September 15 October 15 November 15 C7;;:eati4 -CY" SOUTHERN CALIFORNIA WINE COUNTRY Convention and (y Visitors Bureau 2012 - 2013 Sales, Marketing & Public Relations Master Schedule Page 2 of 2 2012-2013 Facebook Includes Pechanga, Wine Feature Post Posting Country, Old Town Prmropon, Schedule Neighborhoods Contests Pas„p 2012-2013 Tw'tter Includes Pechanga, Wine Feature Post Posting Country, Old Town ProIT.Ou50 Schedule Neighborhoods Links PO 1 1 2012-2013 Includes Pechanga, Wine Country, Feature POS) Blog Schedule Old Town COnteni Neighborhoods Comple[,on ^osGng Mature Travelers Outdoor AeNvfties - - ` National Tourism Week 303 Summer Nights Spnngfest!; ' Shopping ( N L- MA Pochnnga Mouth W Concerts Hotel Pkgs April 31 May i , nnllean a Mee Festival. Cliff "Insider"' Posts Nod nun Western Days ,Ind Mtwara.Dlv<grars emWe1 Reality Rally Where Am t? Business of the Week Wine Facts Pechanga Concerts Nat'l Tourism Week - Balloon a Wine Festival March 1 - Ma 31 y Spnngfest (Ma May 3T• Marco April M2 _ Y - - r,ei ('�' National Tourism Week Pechanga Concerts 1311Tourism Hotelg & Wine Festival Reality Rall ty y Rea Run Western Days ".IYegrass estival Member News CVD "Insider' POSts Business of the Week Wlne Facts Pechanga Concerts Hotel Pkgs Balloon & Wine Festival CVB Book Now Pkgs NBVJF CVB Events March 1 - May 31 Springfest {Mar 1- my 31) (Comb - April May Mature Travelers Outdoor Activities National Week Hot Summer Nights Shopping Pachon Da concerts Hertel PkgsJan Hotel & Wine festival Hotel Pkgs Rod Run western Days Festival Reality Rally Nov 15 for March Dec SS for APrll 25 for May Dec 1 Tan 3 Feb 1 Marchl- May 31 Y .. _' y] a` Hotel Pkgs Olive natter,Packages Girlfriend Getaway Croups Balloon & Wine Festival rarmer's Mkt Member News Where Am l? Business of the Week Pechanga Concert Weekend o/ Golf June 1 - AugGetawa 31 Hotel Hot Summer Nights Crush Olive Ranch Girlfriend Farmers Harker Pechanga Concerts Member News CVB "Insider" Posts Business of the Week eaIlnoning Facts Pechanga Concerts Hotel Pkgs Balloon & Wine Festival Hol Summer Nights CVB Book Now Pkgs CV6 Events sane 1 - Aug1 9 -- Hotel Pkgs Olive Ranch Girlfriend Getaway Croups Balloon& Wine Festival . armor's Mkt Member News 001 Summer '+10031 Pechanga Concerts Crush Feb 15 for June March 15 For Tory April 15 for Aug March 1 6 April May 1 June 1- Aug 31 'Int Summer %rights Pechanga Concerts ,715 "Insider` o Osis Ballooning Facts Motocross Technology Made In Temecula Unitive tate Autumnfest Places (Sept Pet -Friend! sot 6 -Nov 24)y September Titanksplving Octaber Feasts November Holiday Events ember aleWS Pechanga Concerts NB "Insider^ Pests Where Am IT Stillness or the week Golf Facts Pechanga Concerts Harvest Celebration Sept 1 - P Nov 30 Autumnfest (Sept B - Nov 24) September Dauber November Hotel Packages Harvest Celebration Quilt Show Thanksgiving Feasts Holiday Shopping Member News CVB "Insider" Posts Pechanga Cnncerre Made in Temecula Unique Mtg Places Pet -Friendly Thanksgiving Feasts Holiday Events Hotel Packages Harvest Cerebration Quilt Shaw Thanksgiving fmna Holiday Shopping CVB Book Now Pkgs ev/l Events TVWGA Sept 3 - Nov 30 Autumnfest (Sept 8 - Nov 24) September October November 80101 Packages Harvest Celebration Quilt Show Thanksgiving Feasts Holiday Shopping Member News Motocross Pechanga Concerts Made In Temecula Unique Meq Places Pet -Friendly Thanksgivioe Feasts Holiday Events May 15 /or Sept June 15 for Oct July 15 for Nov June 1 Jul Y 1 August 1 Sept 1 - Nov 30 Hotel 011gs Restaurant Mo Vacation Plans An Old Teen rvperience Winterfest Pechanga Nov 25- Feb 28Concerts December 10 Waysto January Wino Taste FebruaryHistory Celebrities in Temecula Member News CVB "Insider" p0030 Wine Health where Am I? /liminess of the Week Facts Pechanga concert Rest Month -win Dinner for 2 and bottle of wine with weekday hotel stay Dee 1 - Feb 28 Hotel Packages Christmas In Old T,0 r rot r ,nal,,, Winterfest NYE9 Nov x5- Feb x8' ) Parties December (Members) Ianuary NYE February parties of pbchnnna HAPPY • Holidays -' Valentine Events R Spe<Inin Hotel Packages Restaurant Montt, Ice Skating Hondo y Dinners NYE Parties Valentine's Event Fa I ria,: CVB Book Now Pkgs n CVB Events Dec 1- Feb 28 Hotel Pkgs Restaurant 1.10 Vacation Plans An Old Town Winterfest Pechanga Pechanga Nov 25- Feb 23 Concerts )ec December 10 0 00 to y Wine Taste Januar Celebrities in February Temecula Member News CVB "Insider" Posts Win, Hr a ltli Aug5 for Dee 9 SeptSe! 15 for JAn Oct 15 for Feb Sept 1 p OctOtt 1 Nov 1 1 - Feb 28 STM SOUTHERN CALIFORNIA WINE COUNTRY J Convention and & Visitors Bureau Sales & Marketing Site Visits & FAMS 2012 - 2013 March/Apr/May March 25 San Diego Sales Calls March Spotlight on Southwest Tour Operator FAM April 19-21 Meeting Planners & Media FAM April 26 11am-3pm Pow Wow Post Show FAM May In -Market Sales Event June/July/Aug June 4 Orange County Sales Calls August NATJA Post Show FAM August NTA Post Show FAM Sept/Oct/Nov September 6 Los Angeles Sales Calls September 24 San Diego Sales Calls November 8-10 Tour Operators, Travel Agents, Media & Concierges FAM Dec/Jan/Feb December 4 Sacramento Sales Calls Jan In -Market Sales Event January Media FAM Sales PR/Marketing *Scheduled CVB FAM & Sales Events *Not including individual sales site tours and press trip requests Temecula Valley Convention & Visitors Bureau 2012-13 Budget* TID Fund *Proposed Budget, Pending TID Advisory Board Final Approval 2011 2011 2011 2011 2011 2011 2011 2011 2010 2010 2010 2010 Mar 12 Apr 12 May 12 Jun 12 Jul 12 Aug 12 Sept 12 Oct 12 Nov 12 Dec 12 Jan 13 Feb 13 Mar '12 - Feb '13 Income Funding 93,794 98,679 101,105 107,088 116,423 97,616 103,797 97,301 93,003 71,168 78,646 81,176 1,139,796 Total Income 93,794 98,679 101,105 107,088 116,423 97,616 103,797 97,301 93,003 71,168 78,646 81,176 1,139,796 Expense Advertising -Marketing 63,504 65,251 74,465 63,659 85,248 68,405 76,873 71,380 55,209 43,958 53,259 53,602 774,813 Dues & Subscriptions 1,325 - 2,445 100 365 530 - - 940 1,360 7,065 Trade Show Participation 2,110 1,665 2,349 12,240 5,310 4,590 3,420 2,565 12,105 3,690 3,510 4,230 57,784 FAM Tours/Site Visits 360 8,160 1,560 1,560 1,560 1,560 1,560 1,560 6,960 1,260 1,560 1,560 29,220 Travel & Entertainment 3,057 3,732 2,877 2,877 3,390 2,877 2,877 3,552 2,877 2,877 2,877 3,552 37,422 Event Hosting 4,198 486 486 2,061 486 711 36 2,511 36 306 486 36 11,839 Promotional Items 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1,100 1,100 13,200 Printing 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 1,000 12,000 Personnel Costs 6,602 5,250 5,250 6,602 5,250 5,250 6,602 5,250 5,250 6,602 5,250 5,250 68,408 Professional Fees 4,970 6,662 6,710 8,236 7,216 6,840 4,881 3,400 3,548 4,517 3,261 5,928 66,169 Office Supplies 500 500 500 500 500 500 500 500 500 500 500 500 6,000 Operating Cost 5,068 4,873 4,808 4,808 5,263 4,418 4,418 4,483 4,418 4,418 4,483 4,418 55,876 Total Expenses 93,794 98,679 101,105 107,088 116,423 97,616 103,797 97,301 93,003 71,168 78,646 81,176 1,139,796 Net Income SOUTHERN CALIFOP..,IIA WINE COUNTRY Convention and Visitors Bureau 2012 - 2013 Sales && Marketing Master Calendar Detail MONTH . PRESS RELEASE DATE FB/TWITTER POSTS EBLA.STS DATE WIDGETS WEBSITE CHANGES Jan What's New in 2012 Business of the Week Pre LA Adven show 1/2 Concerts Song audio optional Restaurant Month Rest Month Hotel - Quality Inn 1/3 Rod Run Springfest Page - add events Springfest Valentine's Spec Valentine's Events 1/10 Wine & Choc Redesign "My Tem Exper" Pampering in Style Celebrating I Do & I Did _ Member News Pechanga Concerts Pre LA Times show Hotel - Pechanga 1/12 1/17 Bluegrass Festival Valentine's - Add Sports, Tour & Travel, Wedding (Vis, Mtgs, Groups) Hotel Packages Post LA Adven show 1/24 Restaurant Month Change pic for "Stay" Facts Pre Go West Summit 1/25 WOW Add "Taste" with pic Springfest 1/26 What is our weather source? Pre MPI SD show 1/27 Under OT: Remove: Jazz Fest, Hotel - TCI 1/31 Arts Fest, Erle Stanely, change Dickens to Winterfest Feb Valentine's Day Specials 2/1 Business of the Week Pre AAA Show 2/2 Weddings in TVWC Summerfest - Add events Springfest Activities Facts Pre Bay Travel & Adv 2/2 Valentines in TVWC Visitors Page: Add photos Packages Post LA Times show 2/7 Outdoor Activities Wine Ctry - No auto play video ■Hotel Member News Rod Run Hotel - Spring Hill Post MPI SD Show 2/15 2/16 Shopping Add text with TVWCA logo Older Couple/Vacation Update Guides to request Pechanga Concerts Post Go West Summit 2/16 Balloon & Wine Fest Wineries - Change banner Valentine's Spec Rod Run Concerts Tours & Trans - Add pics and text Hotel - Ramada Inn 2/28 Where to Stay - Add pics, text Remove Rest Month Mar Mature Travelers Business of the Week Post AAA Show 3/1 Concerts Dining - Add pics Temecula Au Nature) Facts Post Bay Travel & Adv 3/1 Reality Rally Awards - Update, add image Hotel Packages Springfest Activities 3/6 Easter in WC Old Town - Add pics, update rests Member News FAM Invite 3/7 Taste of Temecula Arts & Ent - Update, add text Rod Run Pre Spotlight on SW 3/12 Tem Wine & Music Wine Tasting - Add Lorimar Pechanga Concerts Hotel - Rancho Calif 3/13 Golf Shopping - Add pics, add text Reality Rally Pre MPI OC show 3/13 Tem Wine & Music Fest Where Stay - Use OT hotel pics Mature Travelers Hotel Pkg 3/27 Pech Dining - Add pics & Bamboo Nature/Outdoor Activ Pech Spa - Add pics MONTH PRESS RELEASE DATE FB/TWITTER POSTS EBLASTS DATE WIDGETS WEBSITE CHANGES Apr Sports in Temecula Business of the Week Balloon & Wine Fest 4/3 Mother's Day in WC To Do - Add pics Nat'l Tourism Wk (May) Facts Pre Pow Wow Show 4/4 Western Days Add events to Autumnfest Hotel Packages FAM Info 4/5 Street Painting Hot Air Ballooning - Add pics Member News Post Spotlight on SW 4/6 Concerts Golf - Remove last sentence Pechanga Concerts Hotel Pkg 4/10 Fishing & Hiking Arts & Ent - Update Easter in Wine Country Pre Pow Wow FAM 4/12 Bluegrass Festival Tours & Trans - Add pics Reality Rally Outdoor Activities 4/17 Shopping - Add text Taste of Temecula Post FAM Thank You 4/23 Spas - Add pics - _ Tem Wine & Music Fest Mother's Day in WC Hotel Pkg Post Pow Wow FAM 4/24 4/27 Nightlife - Update Top 5 - change Under to Less Top 5 - Change WC pic, acid pics May Summerfest Activities Business of the Week Post Pow Wow Show 5/3 Golf Mtgs & Groups - Update Guide Shop 'Till You Drop Facts Pre MPI OC Show 5/4 Concerts Mtgs & Groups - Add video Tour ■ Hotel Packages News Hotel Package West Days & Bluegrass 5/8 5/15 Pech Pow Wow 4th of July Mtg Planning - Add pics Mtg - Ad Unique Mtg Venues ■Member Pechanga Concerts Mother's Day Specials Hotel Package Pre OC Concierge Show 5/22 5/22 Hot Summer Nights Sports-Change Brochure to Guide Sports Calendar - Update Western Days Pre MEET Show 5/23 Golf Courses-Temeku to Legends Balloon & Wine Fest Post MPI OC Show 5/29 Outdoor Rec - Add more info - - Father's Day Ideas Bluegrass Festival Golf 5/30 Group Tour Activities - Update June What Hotels Offer Business of the Week Hotel 6/5 Concerts Update Press Releases Agriculture in Temecula Facts Post OC Concierge 6/5 4th of July Update Media Kit Hotels Planning A Vacation 6/12 Pechanaga Pow Wow Update Story Ideas Member News Post MEET Show 6/12 Calif Wine Month Update Accolades & Recent Press Pechanga Concerts Hot Summer Nights 6/17 CRUSH Add more images to request Fathers Day Hotel 6/19 Show filming locations Balloon & Wine Fest Update Event Contacts MONTH PRESS RELEASE [TATE FB/TWITTER POSTS EBLASTS. DATE WIDGETS WEBSITE CHANGES July Girlfriend Getaway Business of the Week Hotel 7/3 Girlfriend Getaway Updates Groups Discover Temecula Facts Girlfriend Getaway 7/10 CRUSH Hotels Hotel 7/17 Concerts Member News Crush 7/24 Pechanga Concerts Hotel 7/31 Girlfriend Getaway Pre NATJA FAM 7/31 Hot Summer Nights August Aerial Sports Business of the Week Plan Winter Vacation 8/7 Hot Air Ballooning Updates Autumnfest Facts Hotel 8/14 Farmers Market Plan a Sunny Winter Hotels Autumnfest 8/21 Winery Tours Member News Pre ASTA Show 8/24 Pechanga Concerts Hotel 8/28 Olive Ranch Post NATJA FAM 8/30 Farmers Market Sept Motocross Central Business of the Week Quilt Show 9/4 Quilt Show Updates Technology in Temecula Facts Pre NTA Show 9/11 Harvest Celebration Hotels Hotel 9/11 Concerts Member News Post ASTA Show 9/18 Pechanga Concerts Harvest Celebration 9/18 Motocross Pre TEAMS Show 9/19 Technology Hotel 9/25 Pre IMEX Amer Show 9/25 Oct Unique Mtg Places Business of the Week Thanksgiving 10/2 Thanksgiving Updates Made in Temecula Facts Post NTA Show 10/9 Concerts Hotels Hotel 10/9 Christmas Member News Post TEAMS Show 10/15 Pechanga Concerts Holiday Shopping 10/16 Mtg Places Post IMEX Amer Show 10/23 Products Made in Tem Hotel 10/23 Thanksgiving Pre FICP Show 10/30 MONTH PRESS RELEASE DATE FB/TWITTER POSTS EBLASTS DATE WIDGETS WEBSITE CHANGES Nov Pet-Friendly Places Business of the Week Hotel 11/6 New Year's Eve Updates Winterfest Facts Holiday Events/Activ 11/13 Pet-Friendly Hotels Hotel 11/20 Concerts Member News Post FICP Show 11/20 Ice Skating Pechanga Concerts Pre CaISEA Show 11/21 Pet-Friendly Places Winterfest 11/27 Winterfest Holiday Events/Activities Dec What's New in 2013 Business of the Week Hotel 12/4 Restaurant Month Updates Restaurant Month Facts NYE Parties 12/11 Wine Tasting Tours Hotels Post CaISEA Show 12/13 Concerts Member News Hotel 12/18 Pechanga Concerts Pre LA Show 12/19 Restaurant Month Holiday eCard 12/19 Winter Vacations Jan Old Town Experience Business of the Week Restaurant Month 1/1 Concerts Updates Luxury in Temecula Facts Hotel 1/8 Rod Run Hotels Post LA Show 1/3 Wine & Choc Member News Valentines 1/15 Bluegrass Festival Pechanga Concerts Hotel 1/22 Valentine's Restaurant Month Pre MPI SD Show 1/24 Restaurant Month Old Town Pre AAA AZ Show 1/26 WOW Luxury in Temecula Pre Go West Summit 1/28 Feb 10 Ways to Wine Taste Business of the Week Hotel 2/1 Wine Tasting Updates Packaging Temecula Facts Rod Run 2/8 Rod Run Celebrities in Temecula Hotels Post MPI Show 2/12 Balloon & Wine Fest News Post AAA AZ Show 2/15 Concerts ■Member Pechanga Concerts Valentines Post Go West Summit Hotel 2/16 2/16 10 Ways to Wine Taste Springfest 2/23 Celebrities in Temecula Hotels Post MPI Show 2/12 Balloon & Wine Fest Member News Post AAA AZ Show 2/15 Concerts Pechanga Concerts Post Go West Summit 2/16 Valentines Hotel 2/16 10 Ways to Wine Taste Springfest 2/23 Item No. 10 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Richardson, Director of Planning and Redevelopment DATE: February 14, 2012 SUBJECT: Allocation of grant funds to Western Riverside Council of Governments for project management and grant administration of the Caltrans Community Based Planning Grant. PREPARED BY: Dale West, Associate Planner RECOMMENDATION: Allocate existing grant funds in the amount of $60,000 to allow for the payment of services to Western Riverside Council of Governments (WRCOG) for the project management and grant administration of the Caltrans Community Based Planning Grant. BACKGROUND: In March 2010, the City Council authorized staff to submit for a State of California Department of Transportation (Caltrans) Community Based Planning Grant. The Caltrans grant is intended to promote public engagement, livable communities' concepts, and a sustainable transportation system that addresses mobility, access, and safety. The grant proposal is a joint effort involving the Western Riverside Council of Governments, the California Department of Transportation (Caltrans), and the cities of Temecula, Murrieta, Wildomar, and Lake Elsinore. The proposal identifies the City of Temecula as the lead agency and grant recipient, and identifies WRCOG as a sub -recipient for the purposes of administering the grant and serving as the designated project manager. The proposal focuses on identifying future transportation and land use strategies that could be implemented to increase mobility, encourage residential development, and create employment opportunities throughout a 16 -mile Highway 395 Corridor that traverses the four participating cities. It is intended to produce four separate reports: the Existing Conditions and Regulatory Framework Report, the Multi -Modal Transportation Report, the Mixed Use Development Opportunities Report, and the Implementation Guidelines Report. In October 2010, the City accepted the grant award from Caltrans and adopted Resolution No. 10-71, which authorized the Mayor to execute an agreement with Caltrans to receive the grant funds in the amount of $248,200 and to make these grant funds available to the sub -recipient to fund the procurement of professional services related to the project and administration of the program. In September 2010, the City entered into a Caltrans sub -recipient agreement with WRCOG to administer the grant and to serve as the project manager in order to procure services related to the project. Although Resolution No. 10-71 and the Sub -Recipient Agreement authorized payment to WRCOG, it did not specify an allocation amount for WRCOG. In April 2011, work began on the project with the refinement of the scope of work and a negotiated amount of $60,000 for WRCOG for administration and project management of the grant. This staff report explains the use of grant funds for purposes of reimbursing WRCOG for services described within the Scope of Work, which is an attached exhibit to the Sub -Recipient Ag ree me nt. FISCAL IMPACT: Funds in the amount of $60,000, made available to Western Riverside Council of Governments for the project management and administration of the Caltrans Community Based Planning Grant, are made through an allocation of existing grant funds as authorized by the Sub -recipient agreement. No General Fund revenues will be used for this allocation. ATTACHMENTS: Executed Sub -Recipient Agreement MULTI - JURISDICTIONAL CORRIDOR PLANNING FOR THE JEFFERSON AVENUE CORRIDOR BY AND BETWEEN CITY OF TEMECULA AND WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS (WRCOG) Community Based Transportation Planning Grant Sub -Recipient Agreement This Agreement is entered into as of this 28'" day of September, 2010 (Agreement), by and between the City of Temecula, a municipal corporation established and existing pursuant to the Constitution of the State of California, hereinafter referred to as the "City" and the Western Riverside Council of Governments, a joint powers authority established and existing pursuant to the laws of the State of California, hereinafter referred to as the "Agency" or the "Sub -recipient" and may be collectively referred to as "Parties" or individually referred to as "Party" in this Agreement. WITNESSETH WHEREAS, the City has been awarded a grant in the amount of $248,200 from the State of California Department of Transportation ("Caltrans") for a Community Based Transportation Grant ("Grant"); and WHEREAS, the City and the Sub -recipient have an interest in providing the necessary services to and enhancement of the quality of life for residents in Western Riverside County; and WHEREAS, the City and the Sub -recipient recognize that the project herein, the development of a Multi -Jurisdictional Corridor Planning Effort for the Jefferson Avenue Corridor ("Project") is eligible under applicable Caltrans regulations; and WHEREAS, the City and the Sub -recipient desire to cooperate in the implementation of the Community Based Transportation Planning Grant Program ("Program") by reason of experience, preparation, organization, staffing and facilities to provide for the Project that would bring consistency to the individual city planning efforts; and WHEREAS, the Agency recognizes the benefits to be derived from receiving Program Funds; and WHEREAS, the Program Funds are made available by Caltrans to encourage livable/ sustainable community concepts with a transportation or mobility objective and promote community identity and quality of life, and the City is eligible to apply to Caltrans for such Program Funds and to then make them available for administration and use by the Agency as a Sub -recipient of the Community Based Transportation Planning application ("CBTP Application") of the City; and WHEREAS, on March 23, 2010, the City Council of the City ("Council") authorized the submittal of a CBTP Application for the Project; and WHEREAS, the City was denoted as the award recipient and the Agency as the sub -recipient pursuant to such CBTP Application; and WHEREAS, before an assistance agreement between the City and Caltrans can be executed, an agreement between the City and the Agency must be duly approved and executed. NOW, THEREFORE, in consideration of the mutual covenants herein set forth and the mutual benefits to be derived therefrom, the parties agree as follows: OPERATIVE PROVISIONS 1. Incorporation of Recitals The Recitals set forth above are true and correct and are incorporated into this Agreement as though fully set forth herein. 2. Sub -recipient's Name The name of the Sub -recipient is identified as the Western Riverside Council of Governments, hereinafter referred to as "WRCOG". Any additional substitution of name shall require a majority vote of the Sub -recipient's governing body being the Executive Committee of WRCOG ("Committee"), and approved by the Council on behalf of the City. Supervision of Sub -recipient A. The individuals designated in Exhibit "B", attached hereto and by this reference made a part hereof, hereinafter referred to as "City Staff", shall be responsible for the direction of any work to be performed by Sub -recipient and any other consultants or sub -consultants to the Agency under this Agreement. The Sub -recipient shall not undertake any work under the terms of this Agreement, unless instructed to do so by one of the designated City Staff members. No other staff member is authorized by the City to request services from Sub -recipient. B. The Sub -recipient may be required to obtain approvals from the Committee for its activities affecting the procurement of third party services without any further approval by the Council. 4. Organization of Sub -recipient A. The Sub -recipient's role in this Agreement is to serve as a Project Manager and to procure services related to the Project. B. Sub -recipient Administration General legal counsel for the Sub -recipient shall be provided by the Agency's General Counsel. 5. Sub -recipient Funding and Support The City has adopted Resolution No. 10-71, dated October 12, 2010 authorizing the Mayor of the City to execute an agreement with Caltrans to receive the following funds which shall be made available to the Sub -recipient to fund the procurement of professional services related to the Project and the administration of the Program. Initial Amounts Allocated to Sub -recipient Source of Funds: Grant 6. Scope of Sub -recipient Services Dollar Amount: $248,200 The Sub -recipient's Scope of Services pursuant to this Agreement is to procure third party consultant services as needed for the Project and the administration of the Grant. The Sub -recipient's Scope of Services and the time periods of performance for such Scope of Services are more particularly set forth in Exhibit "A" attached hereto and by this reference made a part hereof. Time of Performance Said services of the Sub -recipient are to commence on or about January 1, 2011, or as soon as practicable thereafter upon execution of an appropriate contract with Caltrans, whichever is the first to occur (the "Effective Date"), and shall continue in full force and effect through and including February 28, 2013. 8. Initial Capital Allocation The Sub -recipient shall be funded through an allocation of $248,200, as indicated by the Grant amount delineated in Section 5. 9. Record Retention Records, maps, field notes and supporting documents and all other records pertaining to the use of Program Funds disbursed to the Sub -recipient hereunder shall be retained by the Sub -recipient and available to the City for examination and for purposes of performing an audit for a period of five (5) years from the date of expiration or termination of this Agreement or for a longer period, as required by law. Such records shall be available to the City and to appropriate county, state or federal agencies and officials for inspection during the regular business hours of the Sub -recipient. If the Sub -recipient does not maintain regular business hours, then such records shall be available for inspection between the hours of 7:30 a.m. and 5:30 p.m. Monday through Friday, excluding federal and state government holidays. In the event of litigation or an audit relating to this Agreement or funds paid to the Sub -recipient by the City under this Agreement, such records shall be retained by the Sub -recipient until all such litigation or audit has been resolved. B. The Sub -recipient shall not discriminate against any person on the basis of race, color, creed, religion, natural origin, ancestry, sex, marital status or physical handicap in the performance of the Scope of Services of this Agreement. Without limitation, the Sub -recipient hereby certifies that it will not discriminate against any employee or applicant for employment because of race, color, religion, sex, marital status or national origin. 17. Changes in Grant Allocation The City, through the Council, may grant additional funds at its discretion for use by the Sub -recipient to assure the successful completion of the Program. 18. Notices All notices herein required shall be in writing. Notices shall be sent by prepaid First Class Mail to the following Address: To the City: To the Sub -recipient: 19. Assignment City of Temecula Attention: Patrick Richardson, Director of Planning and Redevelopment 43200 Business Park Drive P.O. Box 9033 Temecula, CA 92589 Phone: (951) 506-5173 Fax: (951) 694-6499 Western Riverside Council of Governments Attention: Rick Bishop, Executive Director 4080 Lemon Street, 3`d Floor, MS 1032 Riverside, CA 92501 Phone: (951) 955-8303 Fax: (951) 787-7991 This Agreement is not assignable by the Sub -recipient without the express prior written consent of the City, which consent shall be given in the City's sole discretion. Any attempt by the Sub -recipient to assign any performance of the terms of this Agreement shall be null and void and shall constitute a material breach of this Agreement upon the occurrence of which the City may, among its other remedies, and without limitation or prior notice, cancel, terminate or suspend this Agreement. 20. Termination A. This Agreement may be terminated at any time by either Party upon giving thirty (30) day notice in writing to the other Party. 21. Release, Indemnification, and Hold Harmless 10. Use of Allocated Funds Program Funds shall be used for the purposes set forth in Section 6. 11. Accounting A. The Sub -recipient shall establish and maintain on a current basis an adequate accrual accounting system in accordance with generally accepted accounting principles, practices, and standards. B. At all times, the Chief Financial Officer of the Agency shall maintain the financial books and records of the Sub -recipient to be established pursuant to this Agreement and maintained by the Agency separate and apart from other Agency financial records and shall set forth all financial activity hereunder as a separate line item in the annual budget of the Agency. 12. Regular Reporting Requirements The Sub -recipient shall follow the procedures and requirements set forth in the "Community -Based & Environmental Justice Transportation Planning Grants Handbook" ("Handbook") for reporting and provide periodic reporting and the monitoring of compliance regarding the expenditure of the Program Funds for all purposes of this Agreement. 13. Authority to Enter Into Agreements The Sub -recipient may not enter into any third party service agreement except with the prior approval of the Committee at a noticed public meeting of the Committee or with the approval of the Agency's Executive Director as authorized in the Agency's bylaws and policies. 14. Compliance with Laws and Assurances The Sub -recipient hereby assures and certifies that it has complied with and will continue to comply with the provisions of the Handbook and all applicable federal, state, and local laws, ordinances, regulations, policies, guidelines, and requirements as they relate to acceptance and use of funds for this state - assisted Program. 15. Affirmative Action The Sub -recipient shall make every effort to ensure that all projects funded wholly or in part by Program Funds shall provide equal employment and career advancement opportunities for minorities and women. 16. Discrimination A. No person shall, on the grounds of race, sex, creed, color, religion or national origin, be excluded from participating in, be refused the benefits of, or otherwise be subjected to discrimination in any activities, programs, or employment supported by this Agreement. The Parties shall defend (if requested by the other Party), release, indemnify and hold the other Party, its officers, officials, attorneys, agents, employees, and volunteers, harmless from and against any loss, liability, claim, or damages that may arise or result from activities of the first Party, its officers, agents, employees and, shall, at its own costs, expense and risk, defend any and all legal proceedings that may be brought against the other Party on any claim, demand, or alleged liability, and shall satisfy any settlement or judgment that may be rendered against any of them arising or resulting from activities of the first Party, and shall assume liability for any and all direct expense incurred in providing services pursuant to this Agreement and shall assume any and all responsibilities for loss or damage resulting from negligence, injury, illness, or disease arising out of the provision of services. The other Party, however, is obligated to promptly notify the first Party in writing of any such claim of loss or damage. 22. Conflict of Interest The Sub -recipient, its agents and employees shall comply with all applicable federal, state, county and City laws and regulations governing conflict of interest. To this end, the Sub -recipient will make available or shall provide copies of all applicable federal, state, county and City laws and regulations governing conflict of interest, to its agents and employees. 23. Program Monitoring The City will monitor the Sub -recipient in the performance of this Agreement. The Sub -recipient shall maintain such property, personnel, financial and other records and accounts as are considered necessary by Caltrans and the City to assure proper accounting for all Program Funds authorized under this Agreement. The Sub -recipient shall permit on-site inspection by the City and/or Caltrans representatives with seven (7) days' prior written notice, and ensure that its employees and board members furnish such information, as in the judgment of the City and Caltrans, may be relevant to a question of compliance with contractual conditions and Caltrans directives, or the effectiveness, legality, and achievements of the Program. All the Sub -recipient records, with the exception of confidential client information, shall be made available to representatives of the City and appropriate state agencies. The City Manager or his/her designee will conduct periodic Program progress reviews. These reviews will focus on the extent to which the planned Program has been implemented and measurable goals achieved, the effectiveness of Program management, and the impact of the Program. 24. Religious Proselytizing or Political Activities The Sub -recipient agrees that it will not perform or permit any religious proselytizing or political activities in connection with the performance of this Agreement. Program Funds under this Agreement will be used exclusively for performance of the services required under this Agreement and no funds shall be used to promote any religious or political activities. 25. Audits The Sub -recipient may be required pursuant to the terms and conditions for receipt of the Program Funds to arrange for an independent financial and compliance audit annually for each fiscal year funds are received under this Agreement. An audit may also be conducted by State or local funding source agencies as part of the City's audit responsibilities. The results of the independent audit must be submitted to the City within thirty (30) days after completion. Within thirty (30) days after the submittal of an audit report, the Sub - recipient shall provide a written response to all conditions or findings reported in said audit report. The City and the Agency, and their authorized representatives shall, at all times, have access for the purpose of audit or inspection to any and all books, documents, papers, records, property, and premises of the Sub - recipient, whose staff will cooperate fully with authorized auditors when they conduct audits and examinations of the Program. 26. Counterparts The Agreement may be executed in three (3) counterparts. When executed, each counterpart shall be deemed an original, irrespective of date of execution. Said counterparts shall together constitute one and the same Agreement. 27. Severability Each and every section of this Agreement shall be construed as a separate and independent covenant and agreement. If any term or provision of this Agreement or the application thereof to certain circumstances shall be declared invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to circumstances other than those to which it is declared invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 28. Amendment or Modification This Agreement may only be modified or amended by written instrument duly approved and executed by each of the Parties hereto. Any such modification or amendment shall be valid, binding and legally enforceable only if in written form and executed by each of the Parties hereto, following all necessary approvals and authorizations for such execution. 29. Governing Law This Agreement shall be governed by the laws of the State of California. Any legal action arising from or related to this Agreement shall be brought in the Superior Court of the State of California in and for the County of Riverside. 30. Compliance with Law The Sub -recipient shall comply with all local, state and federal laws, including, but not limited to, environmental acts, rules and regulations applicable to the work to be performed by the Sub -recipient under this Agreement. The Sub- recipient shall maintain all necessary licenses and registrations for the lawful performance of the work required of the Sub -recipient under this Agreement. 31. Non -Waiver Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the same provision or any remaining provisions of this Agreement. 32. Representatives of Persons Executing the Agreement The persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the respective Party that each purports to represent. 33. Press Releases Press or news releases, including photographs or public announcements, or confirmation of the same related to the work to be performed by the Sub -recipient under this Agreement shallonly be made by the Sub -recipient with the prior consent of the City. 34. Default and Remedies A. Events of Default The occurrence of any of the following shall, after the giving of any notice described therein, constitute a default by Sub -recipient hereunder ("Event of Default") The failure of Sub -recipient to pay or perform any monetary covenant or obligation hereunder or any of the documents executed in connection herewith, without curing such failure within ten (10) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub - recipient); ii. The failure of Sub -recipient to perform any nonmonetary covenant or obligation hereunder or any of the documents executed in connection herewith, without curing such failure within thirty (30) calendar days after receipt of written notice of such default from the City (or from any party authorized by the City to deliver such notice as identified by the City in writing to Sub -recipient) specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency; provided, however, that if any default with respect to a nonmonetary obligation is such that it cannot be cured within a thirty (30) -day period, it shall be deemed cured if Sub -recipient commences the cure within said thirty (30) -day period and diligently prosecutes such cure to completion thereafter. B. Notwithstanding anything herein to the contrary, the herein described notice requirements and cure periods shall not apply to any Event of Default described in the following sentence. Voluntary cessation of the operation of the Project for a continuous period of more than thirty (30) calendar days or the involuntary cessation of the operation of the Project in accordance with the Agreement for a continuous period of more than sixty (60) calendar days, unless such cessation is approved, in writing, by the City. C. Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties under this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. D. The City's Remedies Without any prejudice to the other rights of the City pursuant to Section 20, upon the occurrence of an Event of Default hereunder, the City, or an agent of the City, may, in its sole discretion, take any one or more of the following actions: By notice to Sub -recipient declare that the entire unused amount of the Program Funds must be immediately repaid to the City, and the same shall become due and payable without further demand, protest or further notice of any kind, all of which are expressly waived; ii. Subject to any nonrecourse provisions in this Agreement, take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub -recipient under this Agreement or under any other document executed in connection herewith; Cease allowing Sub -recipient access to any Program Funds unless and until the Event of Default (if curable) is cured; iv. Demand reimbursement from the Sub -recipient for any payments made to it by the City for which the contracted work product was not satisfactorily delivered by the Sub -recipient; v. Confiscate any material or other work product purchased or produced by the Sub -recipient for the Project; vi. Take any and all actions and do any and all things which are allowed, permitted or provided by law, in equity or by statute, to enforce performance and observance of any obligation, agreement or covenant of the Sub -recipient under this Agreement or under any other document executed in connection herewith. City Default and Sub -recipient's Remedies Upon fault or failure of the City to meet any of its obligations under this Agreement without curing such failure within thirty (30) calendar days after receipt of written notice of such failure from Sub -recipient specifying the nature of the event or deficiency giving rise to the default and the action required to cure such deficiency, Sub -recipient may, in addition to any other remedies provided by federal, state or local laws: Bring an action in equitable relief seeking the specific performance by the City of the terms and conditions of this Agreement or seeking to enjoin any act by the City which is prohibited hereunder; and/or ii. Bring an action for declaratory relief seeking judicial determination of the meaning of any provision of this Agreement. 35. Consequential Damages and Limitation of Liability The City and the Sub -recipient agree that except as otherwise provided in this Section 35, in no event will either be liable to the other under this Agreement for any damages including but not limited to, special damages, loss of revenue, loss of profit, operating costs or business interruption losses, regardless of cause, including breach of contract, negligence, strict liability or otherwise. The limitations and exclusions of liability set forth in this Section 35 shall apply regardless of fault, breach of contract, tort, strict liability or otherwise of the Sub - recipient and the City, their employees or subconsultants. 36. Legal Proceedings Should any legal proceedings be commenced to enforce, enjoin, or collect funds or otherwise affect this agreement between the Parties, it shall be filed in Riverside County Superior Court. The prevailing party shall be entitled to recover its reasonable legal fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this Agreement on behalf of the City and the costs, salary and expenses of the General Counsel and members of his or her office in enforcing this Agreement on behalf of the Agency shall be considered as "legal fees" for the purposes of this paragraph. 37. Exhibits The Exhibits to this Agreement, indicated as Exhibits "A" and "B", are an integral part of this Agreement and have each been incorporated herein. The Agreement shall not become effective until such time as the Sub -recipient has properly filled out and fully executed each Exhibit to this Agreement, as required, and the Executive Director or his designee has reviewed and approved the form and content of each Exhibit. 38. Entire Agreement This Agreement constitutes the entire agreement between Parties. This Agreement supersedes all prior negotiation, discussions and agreements between Parties concerning the subject matters covered herein. The Parties intend this Agreement to be the final expression of their agreement with respect to the subjects covered herein and a complete and exclusive statement of such terms. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first written above. CITY City of Temecula By: Approved as to Form: Shawn Nelson, City Manager ty Attorney Approved a • • By: SUBRECIPIENT Western Riverside Council of Governments By: Rick Bishop, Executive Director nsel Task 1: Project Startup Task 1.1: Task 1.2: Task 1.3: Task 1.4: EXHIBIT "A" SCOPE OF SERVICES City of Temecula, Western Riverside Council of Governments (WRCOG) and Caltrans meet to review the approved application, discuss expectations and finalize the contract The cities of Temecula, Murrieta, Wildomar and Lake Elsinore, ("4 Cities") and WRCOG will develop and approve an RFP for consultant services for plan development and community outreach. RFP will be distributed and consultant interviews will be conducted. A consultant will be selected and contracts will be negotiated. Conduct a kick-off meeting with the 4 Cities, WRCOG, and the Consultant to discuss final project details; sign Memorandum of Understanding (MOU) between 4 Cities and WRCOG. Task Responsible Party Deliverable Documentation Schedule 1.1 City of Temecula, WRCOG and Caltrans Signed contract between City of Temecula and Caltrans Copy of signed contract February 2011, (start date per application) 1.2 4 Cities, WRCOG and Consultant Signed contract between WRCOG and consultant Copy of RFP, work program and signed contract March 2011 1.3 4 Cities and WRCOG and consultant; Conduct kick-off meeting; sign MOU between 4 Cities and WRCOG Meeting notes; executed MOU April 2011 Task 2: Public Participation and Community Outreach Task 2.1: Form the Community Outreach and Opportunity Partnership (COOP) to conduct public participation efforts Task 2.2: COOP meets to identify stakeholders and outreach approach Task 2.3: Promote COOP and upcoming public workshops and outreach through various outreach mechanisms, including local media Task 2.4: Conduct at least 4 scenario planning workshops to: present existing conditions and growth analysis; discuss plan components for both a multimodal transportation plan and mixed use development plan and present draft plan; and to collect community input Task 2.5. Conduct at least two workshops to present the final plan Task Responsible Party Deliverable Documentation Schedule 2.1 4 Cities and WRCOG and COOP Form COOP List of COOP members May 2011— June 2011 2.2 4 Cities and WRCOG and COOP COOP meeting COOP meeting notes and list of June 2011 Task 3: Development of Reports and Plans Task 3.1: Develop Corridor Existing Conditions Report • Research existing information regarding the corridor • Inventory and catalogue current uses • Analyze growth trends that will impact the corridor and surrounding area • Identify potential improvements for both transportation and mixed-use development ■ Develop final Corridor Existing Conditions Report • Present plan to the COOP (See Task 2.4) Task 3.2: Develop Corridor Multimodal Transportation Plan ■ Analyze data pertaining to transportation options, including but not limited bus, non -motorized (both bicycle and pedestrian) and rail opportunities • Consider safety issues for those using the transit options • Consider historical and cultural issues that may impact the plan • Identify potential transportation improvements from the various options • Develop draft Corridor Multimodal Transportation Plan ■ Present plan to the COOP (See Task 2.4) • Collect community input for final plan • Develop Final Corridor Multimodal Transportation Plan Task 3.3: Develop Corridor Mixed -Use Development Plan • Analyze data pertaining to mixed-use development options • Conduct research on housing options that address affordability • Conduct research on economic development opportunities and job creation along the corridor • Consider safety issues for those using the transit options • Consider historical and cultural issues that may impact the plan • Identify potential mixed-use development improvements from the various options ■ Develop draft Corridor Mixed-use Development Plan • Present plan to the COOP (See Task 2.4) ■ Collect community input for final plan • Develop Final Corridor Mixed-use Development Plan Task 3.4: Develop a Corridor Next -Steps Implementation Plan extended outreach stakeholders 2.3 4 Cities, WRCOG, Consultant, and COOP COOP and workshop promotion Copies of outreach announcements July 2011 - February 2013 (or end of project) 2.4 4 Cities and WRCOG, Consultant, and COOP Conduct workshops Workshop notes July 2011 — June 2012 2.5 4 Cities and WRCOG, Consultant and COOP Conduct workshops Workshop notes November — December 2012 Task 3: Development of Reports and Plans Task 3.1: Develop Corridor Existing Conditions Report • Research existing information regarding the corridor • Inventory and catalogue current uses • Analyze growth trends that will impact the corridor and surrounding area • Identify potential improvements for both transportation and mixed-use development ■ Develop final Corridor Existing Conditions Report • Present plan to the COOP (See Task 2.4) Task 3.2: Develop Corridor Multimodal Transportation Plan ■ Analyze data pertaining to transportation options, including but not limited bus, non -motorized (both bicycle and pedestrian) and rail opportunities • Consider safety issues for those using the transit options • Consider historical and cultural issues that may impact the plan • Identify potential transportation improvements from the various options • Develop draft Corridor Multimodal Transportation Plan ■ Present plan to the COOP (See Task 2.4) • Collect community input for final plan • Develop Final Corridor Multimodal Transportation Plan Task 3.3: Develop Corridor Mixed -Use Development Plan • Analyze data pertaining to mixed-use development options • Conduct research on housing options that address affordability • Conduct research on economic development opportunities and job creation along the corridor • Consider safety issues for those using the transit options • Consider historical and cultural issues that may impact the plan • Identify potential mixed-use development improvements from the various options ■ Develop draft Corridor Mixed-use Development Plan • Present plan to the COOP (See Task 2.4) ■ Collect community input for final plan • Develop Final Corridor Mixed-use Development Plan Task 3.4: Develop a Corridor Next -Steps Implementation Plan • Research local plans, including redevelopment plans, to understand timeframe opportunities for implementation • Identify changes to local cities' plans that will be necessary to implement the Corridor Plans • Develop preliminary cost estimates for the plan's selected options for transportation and development • Identify potential funding sources for recommended improvements Task 3.5: Present draft plans to local government planning groups • Present draft plans to local government groups including WRCOG, city councils and planning commissions • Collect local government input Task Responsible Party Deliverable Documentation Schedule 3.1 4 Cities, WRCOG and COOP Develop Corridor Existing Conditions Report Copy of Report May 2011 — June 2011 3.2 4 Cities, WRCOG, Consultant, and COOP Develop Corridor Multimodal Transportation Plan Copy of Corridor Multimodal Transportation Plan August 2011 — November 2011 3.3 4 Cities, WRCOG, Consultant, and COOP Develop Corridor Mixed -Use Development Plan Copy of Corridor Mixed -Use Development Plan August 2011 — November 2011 3.4 4 Cities, WRCOG, Consultant and COOP Develop Corridor Next- Steps Implementation Plan Copy of Corridor Next -Steps Implementation Plan December 2011 — March 2012 3.5 4 Cities, WRCOG and COOP Presentation of Draft Plans Meeting notes and input April 2012 — May 2012 Task 4: Final Plans and Report Preparation and Presentation Task 4.1: Task 4.2: 2.5) Task 4.3. Prepare, based on COOP and local government agency input, the following final plans: the final Existing Conditions Report; the final Corridor Multimodal Transportation Plan; the final Corridor Mixed -Use Development Plan; and the final Corridor Next -Steps Implementation Plan Present final plans at the COOP and local government agencies (See Task Present final plans and report to Caltrans Task Responsible Party Deliverable Documentation Schedule 4.1 4 Cities, WRCOG, Consultant and COOP Prepare Final Plans Copy of Final Plans July 2012 — October 2012 4.2 4 Cities, WRCOG, Consultant and COOP Presentation of Final Plans Meeting notes and video November 2012 — December 2012 4.3 4 Cities, WRCOG, and COOP Presentation of Final Plan Meeting notes January 2013 — February 2013 Task 5: Administration Task 5.1: Monitor ongoing progress of the project, and prepare and provide quarterly reports as required. Oversee ongoing contract management. Task 5.2: Act as fiscal manager for the project, including providing invoicing and ensuring proper documentation of expenditures and timely use of funds. Task 5.3: Report quarterly on milestone completion to Caltrans' District Project Manager. Task Responsible Party Deliverable Documentation Schedule 5.1 City of Temecula and WRCOG Monitor project and contract management Quarterly reports presented to Caltrans February 2011 — February 2013 5.2 City of Temecula and WRCOG Act as Fiscal Manager Copies of invoices and other documentation as needed February 2011 — February 2013 plus closeout 5.3 City of Temecula and WRCOG Report to Caltrans' District Project Manager Quarterly reports presented to Caltrans April 2011, July 2011, October 2011, January 2012, April 2012, July 2012, October 2012, January 2013, and February 2013 EXHIBIT "B" SUPERVISORY CITY STAFF 1. Patrick Richardson, Director of Planning and Redevelopment 2. Luke Watson, Management Analyst 3. Dale West, Associate Planner Item No. 11 Approvals City Attorney Director of Finance City Manager CITY OF OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Richardson, Director of Planning and Development DATE: February 14, 2012 SUBJECT: City Council authorization to apply for the Strategic Growth Council Sustainable Communities Planning Grant PREPARED BY: Dale West, Associate Planner RECOMMENDATION: Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING CITY STAFF TO APPLY FOR THE STRATEGIC GROWTH COUNCIL SUSTAINABLE COMMUNITIES PLANNING GRANT BACKGROUND: In November 2011, the Strategic Growth Council released a solicitation for proposals and notice of funds available for the Sustainable Communities Planning Grant and Incentive Program. The Sustainable Communities Planning Grant and Incentive Program is funded by Proposition 84, the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006. The program is made available to cities, counties, Metropolitan Planning Organizations (MPOs), Joint Powers Authorities (JPAs), Regional Transportation Planning Agencies (RTPAs), Councils of Governments (COGs), or combination thereof. As mandated by Proposition 84 of 2006, this grant program implements the vision of the People of California to foster the development of sustainable communities throughout California. It is designed to help local governments meet the challenges of adopting land use plans and integrating strategies in order to transform communities and create long term prosperity. The primary goal of this grant program is to develop and implement effective and/or innovative local plans that support the State's AB 32 GHG emission reduction targets and implement SB 375 while creating sustainable communities. In 2010, the City of Temecula began a series of planning efforts with the intent to develop a specific plan for the Jefferson Avenue area. The City was selected for an Urban Land Institute Technical Assistance Panel to study the Jefferson Corridor for future opportunities and constraints in anticipation of a California High Speed Rail station located in proximity to Jefferson Avenue. This effort resulted in a series of recommendation for how the City can use mass transit as an opportunity for effective planning and urban revitalization. In 2010, the City also partnered with Caltrans, Southern California Association of Governments (SCAG) and Western Riverside Council of Governments in a Community Based Transportation Planning Grant to study Jefferson Avenue, a 16 mile central north -south arterial that parallels the west side of Interstate 15 (with street name changes) from Rancho California Road in the City of Temecula through the cities of Murrieta, Wildomar and Lake Elsinore. This study focuses on identifying future transportation and land use strategies that could be implemented to increase mobility, encourage residential development, and create employment opportunities throughout the Corridor. Finally, in 2010, the City received funding from the SCAG Compass Blueprint Program for the community visioning and public outreach workshops, intended to educate and solicit feedback from the general public and stakeholders in order to establish a vision and policies for the future Jefferson Avenue Specific Plan. Following the completion of these planning efforts, the next step in the process will be to prepare a specific plan for Jefferson Avenue corridor. While a significant portion of the specific plan is anticipated to be prepared by City staff, other elements of the plan will benefit from the expertise of outside consultants to guide the preparation of specific chapters of the plan, such as land use and development standards, design guidelines, and circulation and streetscape standards. The City Council's authorization for staff to apply for the Strategic Growth Council Sustainable Communities Planning Grant and Incentive Program can provide the City the necessary assistance to fund City staff and outside consultants to complete the Jefferson Avenue Specific Plan. FISCAL IMPACT: The maximum funding available per application under the Strategic Growth Council Sustainable Communities Planning Grant and Incentive Program is $1,000,000. The grant program has an optional cash match, of which the City may identify existing obligations or staff time related to the development of the Jefferson Avenue Specific Plan. The inclusion of current obligation or staff time as a cash match for the grant application increases the scoring potential of the grant, but has no net impact to General Fund revenues. ATTACHMENTS: Resolution RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AUTHORIZING CITY STAFF TO APPLY FOR THE STRATEGIC GROWTH COUNCIL SUSTAINABLE COMMUNITIES PLANNING GRANT THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The Legislature and Governor of the State of California have provided funds for the Sustainable Communities Planning Grant and Incentives Program under the Safe Drinking Water, Water Quality and Supply, Flood Control, River and Coastal Protection Bond Act of 2006 (Proposition 84): A. The Strategic Growth Council has been delegated the responsibility for the administration of this grant program, establishing necessary procedures; 1. Said procedures require all award recipients commit to threshold requirements 2. Said procedures established by the Strategic Growth Council require a resolution certifying the approval of application(s) by the Applicant's governing board before submission of said application(s) to the State; 3. The applicant, if selected, will enter into an agreement with the State of California to carry out the development of the proposal: Section 2. The City Council of the City of Temecula approves the filing of an application for the Jefferson Avenue Specific Plan in order to become a more sustainable community: A. Certifies that applicant will have sufficient funds to develop the Proposal or will secure the resources to do so. B. Certifies that the Proposal will comply with any applicable laws and regulations including being consistent with the State's Planning Priorities identified in Government Code section 65041.1 and summarized below: 1. Promote infill development and invest in existing communities. 2. Protect, preserve and enhance agricultural land and natural resources. 3. Encourage location and resource efficient new development. C. Certifies that threshold requirements outlined in the guidelines, including consideration of Ocean Protection Council Sea Level Rise Guidance will be met. D. Agrees to reduce, on as permanent a basis as feasible, greenhouse gas emissions consistent with California Global Warming Solutions Act of 2006 (Division 25.5 (commencing with Section 3850) of the Health and Safety Code); any applicable regional plan. E. Agrees to meet the Collaboration Requirements of the focus area applicable to the Proposal; and includes all required documents in the application package. F. Appoints the City Manager, or designee, as agent to conduct all negotiations, execute and submit all documents including, but not limited to applications, agreements, payment requests and so on, which may be necessary for the completion of the aforementioned project(s). PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2012. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 12- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the le day of February, 2012, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk Item No. 12 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Patrick Richardson, Director of Planning and Development DATE: February 14, 2012 SUBJECT: Exclusive Negotiating Agreement for the potential disposition of property owned by the City as Successor Agency to the Temecula Redevelopment Agency located at the northwest corner of Diaz Road and Dendy Parkway (APN: 909-370-002) PREPARED BY: Luke Watson, Management Analyst RECOMMENDATION: Approve an Exclusive Negotiating Agreement between the City as Successor Agency to the Temecula Redevelopment Agency and Wild Rivers Inc. (Wild Rivers). BACKGROUND: The Affordable Housing Fund of the Temecula Redevelopment Agency had originally purchased the subject property, which consists of approximately 32 acres located at the NWC of Diaz Road and Dendy Lane (APN 909-370-002) from the City of Temecula. The former Temecula Redevelopment Agency had pursued numerous developments on the site including an education center and affordable housing. Most recently, on June 29, 2009, the former Temecula Redevelopment Agency entered into an Exclusive Negotiating Agreement with Temecula Waterpark L. P for the development of a waterpark facility. Due to the developer's inability to obtain adequate financing for the project the ENA was terminated on October 6, 2010. On March 8, 2011 the former Redevelopment Agency issued a Request for Interest (RFI) with the intent to solicit potential buyers for the property in a fee sale transaction. Three potential buyers responded to the RFI but no formal proposal to purchase the property was delivered by any of the respondents. In December of 2011 the former Redevelopment Agency issued a Request for Proposals (RFP). The former Agency issued an RFP that required a $1,000,000 non-refundable deposit in order to increase the likelihood that only respondents with the means to finance and close a fee sale transaction would deliver a proposal. The RFP was placed on the City's Planet Bids website and copies of the RFP were mailed to each of the respondents to the March 2011 RFI. The former Agency only received one proposal submission. That submission received was delivered by Wild Rivers Inc. (Wild Rivers). The submission included a proposal to purchase the subject property at fair market value (FMV). The former Agency commissioned an appraisal of the property which upon approval of the ENA will be the basis for negotiating a FMV purchase price. ABX1 26 was signed by the Governor of California on June 29, 2011, making certain changes to the Redevelopment Law, including adding Part 1.8 (commencing with Section 34161) and Part 1.85 (commencing with Section 34170) to Division 24 of the California Health and Safety Code. Effective February 1, 2012, as a result of the California Supreme Court decision approving this legislation, AB X1 26 dissolved all existing redevelopment agencies, provides for the designation of successor agencies as successor entities to former redevelopment agencies, and provides that except for those provisions of the Redevelopment Law that are repealed, restricted, or revised pursuant to AB X1 26, all authority, rights, powers, duties and obligations previously vested with the former redevelopment agencies under the Redevelopment Law, are vested in the successor agencies. By Resolution No. 12-02 the City Council elected for the City to become the successor agency to the Temecula Redevelopment Agency as provided by ABX1 26 and specifically Health and Safety Code Section 43173. By Resolution No. 12-11 the City Council elected for the City to retain, without limitation, all of the housing assets and functions previously performed by the Redevelopment Agency of the City of Temecula as provided by ABX1 26 and specifically Health and Safety Code Section 34176. As such the Property was transferred to the City by operation of law on February 1, 2012. Exclusive Negotiating Agreement In order for the City to negotiate the FMV of the subject property Wild Rivers has requested that the City and Wild Rivers enter into an ENA which will define the terms of the negotiations including the following: 1. Six-month negotiating term beginning February 14, 2012 and ending August 14, 2012 2. Wild Rivers is to deliver a $1,000,000 deposit. The deposit can only be refunded if; a. The City and Wild Rivers do not agree to the terms of a Purchase and Sale Agreement and; b. The City is solely responsible for the failure of the transaction to close. Ultimately the City and Wild Rivers, under the terms of the ENA, will negotiate a Purchase and Sale Agreement (PSA) for the disposition of the subject property. The PSA would return to the City Council acting as the successor agency to the Temecula Redevelopment Agency for final approval at a public meeting before any transaction could take place. FISCAL IMPACT: If the sale of the Property is concluded the City acting as the Successor Agency to the Temecula Redevelopment Agency will retain the proceeds of the sale and retain or distribute as provided in ABX1 26. There are several open legal questions as to the disposition of funds related to low and moderate income housing under ABX1 26 that are expected to be resolved by legislation or court decisions this year. ATTACHMENTS: Draft Exclusive Negotiating Agreement DRAFT EXCLUSIVE NEGOTIATING AGREEMENT This EXCLUSIVE NEGOTIATING AGREEMENT (this "Agreement") is dated as of February 14, 2012, and is entered into by and between the CITY OF TEMECULA, a municipal corporation (the "City") and WILD RIVERS, INC., a California corporation (the "Purchaser"). RECITALS A. The City owns the land in the City of Temecula, State of California that is described in Attachment No. 1 (the "Site") as successor agency to the Redevelopment Agency of the City of Temecula ("Agency"). B. The City desires to dispose of the Site in accordance with California Health & Safety Code Section 34177(e). C. The Agency issued a request for proposals or "RFP" inviting proposals for the purchase of the Site and City staff selected Purchaser's proposal as the proposal most likely to result in maximizing value for the City and the other taxing entities entitled to the proceeds from the sale. D. The City has instructed the City's staff to proceed with this Agreement between City and Purchaser to negotiate on an exclusive basis to establish the terms and conditions of a "purchase and sale agreement" ("PSA") that would result in the sale of the Site by City to Purchaser with the understanding that the City shall be under no obligation to reach agreement on the terms thereof with Purchaser, and that the sale will be subject to approval by the oversight board referred to in California Health & Safety Code 34177(e). E. The Purchaser and the City are willing to enter into this Agreement setting forth, among other things, the terms pursuant to which the City will negotiate with the Purchaser on an exclusive basis for a limited period regarding the proposed PSA. NOW, THEREFORE, the Parties hereto agree as follows: 1. The term of this Agreement shall commence on the date hereof and shall end on the earlier of: (i) August 14, 2012 (i.e., six (6) calendar months after the date hereof), or (ii) the date on which the City or Purchaser terminates this Agreement as provided in Section 2 below (the "ENA Period"). [Provided that the Purchaser is not in default under this Agreement and that the City has not terminated this Agreement pursuant to Section 2 below, the ENA period may be extended by the mutual written agreement of Purchaser and the City Manager of the City (acting for the City, and acting in his sole and absolute discretion) up to two (2) separate times for a period of up to three (3) months each time (i.e., for a maximum of six (6) months in the aggregate).] 2. Either party may terminate this Agreement if the other party fails to comply with or perform any provisions of this Agreement and fails to cure the default within ten (10) days after written notice from the other party. -1- 11086-000111424431 v2.doc 3. During the ENA Period (as extended under Section 1, if applicable), the City shall not negotiate with any person or entity other than the Purchaser for the sale, lease or development of the Site. 4. During the ENA Period (as extended under Section 1, if applicable), the City shall use good faith efforts to complete (or cause to be completed) the matters set forth in Attachment No. 2 attached hereto. Throughout the ENA Period, City staff shall use good faith efforts to be reasonably available to meet with the Purchaser to discuss the proposed PSA. Concurrently with its execution of this Agreement, Purchaser shall deposit with the City the sum of One Million and No/100 Dollars ($1,000,000.00) (the "Deposit"). The deposit shall be applied to the purchase price as an initial deposit. In the event that this ENA expires and a PSA is not approved and executed, then the Deposit shall be returned to the Purchaser. If a PSA is negotiated, signed by Purchaser and submitted by City staff for approval by the City council, and the City council does not approve the PSA (due to an unacceptable material business term) or approves the PSA subject to a change in a material business term, then the Deposit shall be refunded to Purchaser. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. 5. The Purchaser shall also bear all costs and expenses of any and all title, environmental, physical, engineering, financial, and feasibility investigations, reports and analyses and other analyses or activities performed by or for the Purchaser. 6. The Purchaser and the City understand and agree that neither Party is under any obligation whatsoever to enter into a PSA. In the event of the expiration or earlier termination of this Agreement, the City shall be free at the City's option to negotiate with any persons or entities with respect to the sale, lease and/or development of the Site. 7. This Agreement may not be assigned by the Purchaser without the prior express written consent of the City in its sole and absolute discretion. 8. Any notice, request, approval or other communication to be provided by one Party to the other shall be in writing and provided by personal service or a reputable overnight delivery service (such as Federal Express) and addressed as follows: -2- 11086-000111424431 v2.doc If to the City: City of Temecula 41000 Main Street Temecula, California 92590 Attn: City Manager with a copy to: Richards, Watson & Gershon 355 South Grand Avenue, 40th Floor Los Angeles, California 90071-3101 Attn: Peter Thorson If to the Purchaser: Wild Rivers, Inc. Attn: 9. For purposes of the negotiations contemplated by this Agreement, the Purchaser's representative shall be (Phone: ; Email: ), and the City's representative shall be Bob Johnson (Phone: (951) 694-6412; Email: bob.johnson@cityoftemecula.org and Patrick Richardson (Phone: (951) 506-5173; Email patrick. richardson@cityoftemecula. org). 10. This Agreement constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof. There are no other agreements or understandings between the Parties with respect to the subject matter hereof or any related subject and no representations by either Party to the other have been made as an inducement to enter into this Agreement. All prior negotiations between the Parties are superseded by this Agreement. 11. This Agreement may not be altered, amended or modified except by a writing executed by all Parties. 12. If any Party should bring any legal action or proceeding relating to this agreement or to enforce any provision hereof, or if the Parties agree to arbitration or mediation relating to this Agreement, the Party in whose favor a judgment or decision is rendered shall be entitled to recover reasonable attorneys' fees and expenses from the other. The Parties agree that any legal action or proceeding or agreed-upon arbitration or mediation shall be filed in and shall occur in the County of Riverside. 13. The interpretation and enforcement of this Agreement shall be governed by the laws of the State of California. 14. Time is of the essence of each and every provision hereof. -3- 11086-000111424431 v2.doc 15. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. PURCHASER WILD RIVERS, INC., a California corporation By: Print Name: Title: CITY: CITY OFTEMECULA, a municipal corporation By: Chuck Washington Mayor ATTEST: Susan W. Jones, MMC, City Clerk APPROVED AS TO FORM: Peter M. Thorson, City Attorney -4- 11066-0001\1424431JLdoc DB ATTACHMENT NO. 1 DESCRIPTION OF SITE (Attached.) 11086-000111424431v2.doc ATTACHMENT NO. 2 CITY TASKS 1. Obtain a fair market value appraisal of the Site (based on current zoning) 2. Prepare and revise drafts of the PSA to the extent reasonably permitted by the negotiations. 11086-000111424431v2.doc Item No. 13 Approvals City Attorney Director of Finance City Manager aAl CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: Agreement with Westbrook Fence, Inc. for Duck Pond Fence Replacement Project No. PW 11-08 PREPARED BY: RECOMMENDATION: Jerzy Kanigowski, Facility Services Manager 1. Approve an Agreement for Minor Construction Services for the Duck Pond Fence Replacement Project No. PW 11-08 with Westbrook Fence, Inc. in the amount of $49,067; 2. Authorize the City Manager to approve change orders not to exceed the contingency amount of $4,906.70, which is equal to 10% of the contract amount; 3. Make a finding that this project is exempt from CEQA per Section 15302, Class 1 of the CEQA Guidelines. BACKGROUND: The Duck Pond Fence is over 14 years old and because of its age and deterioration it has become very difficult to manage the safety and aesthetic appearance of the fence. To improve these items, on December 20, 2011 the Public Works Department posted on the City of Temecula website a Request for Proposals (RFP) and specifications for the Duck Pond Fence Replacement Project, PW 11-08. On January 4, 2012, twelve bids were electronically opened and publicly posted on the City's on-line bidding service, PlanetBids. The results were as follows: 1. Westbrook Fence, Inc. $49,067.00 2. Sean Malek Engineering $55,080.00 3. Econo Fence, Inc. $61,781.00 4. ASAP General Engineering $62,152.00 5. Luna Pacific Construction $63,777.00 6. Moore Fence Company, Inc. $66,953.20 7. Greenfield Fence, Inc. $68,422.20 8. Harris Steel Fence $70,530.00 9. Lightning Fence $85,120.00 10. Ted Enterprises 11. Fencecorp, Inc. 12. Alcorn Fence $92,115.00 $93,125.00 $132,250.00 Staff has reviewed the bid proposals and found Westbrook Fence, Inc. to be the lowest responsible bidder. Westbrook Fence, Inc. has public contracting experience and has completed similar projects for other agencies. FISCAL IMPACT: The Fence Replacement at the Duck Pond Park is identified in the City's Capital Improvement Program (CI P) budget for Fiscal Year FY2011-12. Adequate funds are available in the project accounts to construct the project. ATTACHMENTS: 1. Contract 2. Project Location 3. Project Description AGREEMENT FOR MINOR CONSTRUCTION SERVICES BETWEEN CITY OF TEMECULA AND WESTBROOK FENCE, INC. DUCK POND REPLACEMENT PROJECT NO. PW11-08 THIS AGREEMENT is made and effective as of February 14, 2012, between the City of Temecula, a municipal corporation (hereinafter referred to as "City"), and Westbrook Fence, Inc., a Corporation, (hereinafter referred to as "Contractor"). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: 1. TERM This Agreement shall commence on February 14, 2012, and shall remain and continue in effect until tasks described herein are completed, but in no event later than June 30, 2012, unless sooner terminated pursuant to the provisions of this Agreement. 2. SCOPE OF WORK Contractor shall construct and install all of the work described in the Scope of Work, attached hereto and incorporated herein as Exhibit A. ("Work"), and shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required for the Work. All of said Work to be performed and materials to be furnished for the Work shall be in strict accordance with the specifications set forth in the Scope of Work. The Work shall be completed on or before June 30, 2012. Contractor shall not commence the Work until such time as directed in writing by the City. 3. PAYMENT a. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit B, Payment Rates and Schedule, attached hereto and incorporated herein by this reference as though set forth in full, based upon actual time spent on the above tasks. Any terms in Exhibit B, other than the scope of work, payment rates and schedule of payment are null and void. This amount shall not exceed Forty Nine Thousand Sixty Seven Dollars and No Cents ($49,067) for the total term of this agreement unless additional payment is approved as provided in this Agreement. b. Contractor shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to those set forth herein, unless such additional services are authorized in advance and in writing by the City Manager. Contractor shall be compensated for any additional services in the amounts and in the manner as agreed to by City Manager and Contractor at the time City's written authorization is given to Contractor for the performance of said services. The City Manager may approve additional work up to ten percent (10%) of the amount of the Agreement as approved by City Council. Any additional work in excess of this amount shall be approved by the City Council. c. Contractor will submit invoices monthly for actual services performed. Invoices shall be submitted between the first and fifteenth business day of each month, for services provided in the previous month. Payment shall be made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of an invoice of any 1 disputed fees set forth on the invoice. For all reimbursements authorized by this Agreement, Contractor shall provide receipts on all reimbursable expenses in excess of fifty dollars ($50) in such form as approved by the Director of Finance. 4. PERFORMANCE Contractor shall at all time faithfully, competently and to the best of his or her ability, experience, and talent perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Ag ree me nt. 5. CITY APPROVAL All labor, materials, tools, equipment, and services shall be furnished and work performed and completed subject to the approval of City or its authorized representatives, and the quality of the workmanship shall be guaranteed for one year from date of acceptance. 6. WAIVER OF CLAIMS On or before making final request for payment under Paragraph 3 above, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. The acceptance by Contractor of the final payment shall constitute a waiver of all claims against City under or arising out of this Agreement, except those previously made in writing and request for payment. Contractor shall be required to execute an affidavit, release and indemnify Agreement with each claim for payment. 7. PREVAILING WAGES Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute by this Contractor from the Director of the Department of Industrial Relations. Copies may be obtained from the California Department of Industrial Relations Internet website at http://www.dir.ca.gov. Contractor shall provide a copy of prevailing wage rates to any staff or sub -contractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of Sections 1773.8, 1775, 1776, 1777.5, 1777.6, and 1813 of the Labor Code. Pursuant to the provisions of 1775 of the Labor Code, Contractor shall forfeit to the City, as a penalty, the sum of $50.00 for each calendar day, or portion thereof, for each laborer, worker, or mechanic employed, paid less than the stipulated prevailing rates for any work done under this Agreement, by him or by any subcontractor under him, in violation of the provisions of the Agreement. 8. SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE a. The City may at any time, for any reason, with or without cause, suspend or terminate this Agreement, or any portion hereof, by serving upon the Contractor at least ten (10) days prior written notice. Upon receipt of said notice, the Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. If the City suspends or terminates a portion of this Agreement such suspension or termination shall not make void or invalidate the remainder of this Agreement. b. In the event this Agreement is terminated pursuant to this Section, the City shall pay to Contractor the actual value of the work performed up to the time of termination, provided that the work performed is of value to the City. Upon termination of the Agreement 2 pursuant to this Section, the Contractor will submit an invoice to the City, pursuant to Section entitled "PAYMENT" herein. 9. DEFAULT OF CONTRACTOR a. The Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor's control, and without fault or negligence of the Contractor, it shall not be considered a default. b. If the City Manager or his delegate determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, it shall serve the Contractor with written notice of the default. The Contractor shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 10. INDEMNIFICATION The Contractor agrees to defend, indemnify, protect and hold harmless the City of Temecula, Temecula Community Services District, and/or the Redevelopment Agency of the City of Temecula, its officers, officials, employees, and volunteers (hereinafter "indemnified parties") from and against any and all claims, demands, losses, defense costs or expenses, including attorney fees and expert witness fees, or liability of any kind or nature which the indemnified parties may sustain or incur or which may be imposed upon them for injury to or death of persons, or damage to property arising out of Contractor's negligent or wrongful acts or omissions arising out of or in any way related to the performance or non-performance of this Agreement, excepting only liability arising out of the negligence of the indemnified parties. 11. INSURANCE REQUIREMENTS Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. a. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability form No. CG 00 01 11 85 or 88. 2) Insurance Services Office Business Auto Coverage form CA 00 01 06 92 covering Automobile Liability, code 1 (any auto). If the Contractor owns no automobiles, a non -owned auto endorsement to the General Liability policy described above is acceptable. 3) Worker's Compensation insurance as required by the State of California and Employer's Liability Insurance. If the Contractor has no employees while performing under this Agreement, worker's compensation insurance is not required, but Contractor shall execute a declaration that it has no employees. b. Minimum Limits of Insurance. Contractor shall maintain limits no less than: 3 1) General Liability: One million ($1,000,000) per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 2) Automobile Liability: One million ($1,000,000) per accident for bodily injury and property damage. 3) Worker's Compensation as required by the State of California; Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. c. Deductibles and Self -Insured Retentions. Any deductibles or self-insured retentions shall not exceed Twenty Five Thousand Dollars and No Cents ($25,000). d. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1) The indemnified parties are to be covered as insured's, as respects: liability arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the indemnified parties. 2) For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the indemnified parties. Any insurance or self- insured maintained by the indemnified parties shall be excess of the Consultant's insurance and shall not contribute with it. 3) Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the indemnified parties. 4) The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 5) Each insurance policy required by this agreement shall be endorsed to state: should the policy be canceled before the expiration date the issuing insurer will endeavor to mail thirty (30) days' prior written notice to the City. 6) If insurance coverage is canceled or, reduced in coverage or in limits the Contractor shall within two (2) business days of notice from insurer phone, fax, and/or notify the City via certified mail, return receipt requested of the changes to or cancellation of the policy. e. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of A -:VII or better, unless otherwise acceptable to the City. Self insurance shall not be considered to comply with these insurance requirements. f. Verification of Coverage. Contractor shall furnish the City with original endorsements effecting coverage required by this clause. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. The endorsements are to be on forms provided by the City. All endorsements are to be received and approved by the City before work commences. As an alternative to the City's forms, the Contractor's insurer may provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. 4 g. By executing this Agreement, Contractor hereby certifies: I am aware of the provision of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workman's Compensation or undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract. 12. PERFORMANCE AND LABOR MATERIAL BONDS Prior to commencement of the Work, Contractor shall provide the City with a Performance Bond in the amount of the Agreement, and a Labor and Materials Bond in the amount of the Agreement from a surety acceptable to the City. 13. TIME OF THE ESSENCE Time is of the essence in this Agreement. 14. INDEPENDENT CONTRACTOR a. Contractor is and shall at all times remain as to the City a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall riot at any time or in any mariner represent that it or any of its officers, employees or agents are in any manner officers, employees or agents of the City. Contractor shall riot incur or have the power to incur any debt, obligation or liability whatever against City, or bind City in any mariner. b. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 15. LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such ordinances, laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this section. 16. CONTRACTOR'S INDEPENDENT INVESTIGATION No plea of ignorance of conditions that exist or that may hereafter exist or of conditions of difficulties that may be encountered in the execution of the work under this Agreement, as a result of failure to make the necessary independent examinations and investigations, and no plea of reliance on initial investigations or reports prepared by City for purposes of letting this Agreement out to proposal will be accepted as an excuse for any failure or omission on the part of the Contractor to fulfill in every detail all requirements of this Agreement. Nor will such reasons be accepted as a basis for any claims whatsoever for extra compensation or for an extension of time. 5 17. CONTRACTOR'S AFFIDAVIT After the completion of the Work contemplated by this Agreement, Contractor shall file an affidavit with the City Manager stating that all workmen and persons employed, all firms supplying materials, and all subcontractors on the Work have been paid in full, and that there are no claims outstanding against the project for either labor or materials, except certain items, if any, to be set forth in an affidavit covering disputed claims or items in connection with a Stop Notice which has been filed under the provisions of the laws of the State of California. 18. BOOKS AND RECORDS Contractor's books, records, and plans or such part thereof as may be engaged in the performance of this Agreement, shall at all reasonable times be subject to inspection and audit by any authorized representative of the City. 19. UTILITY LOCATION City acknowledges its responsibilities with respect to locating utility facilities pursuant to California Government Code Section 4215. 20. REGIONAL NOTIFICATION CENTERS Contractor agrees to contact the appropriate regional notification center in accordance with Government Code Section 4215. 21. INSPECTION The Work shall be subject to inspection and testing by City and its authorized representatives during manufacture and construction and all other times and places, including without limitation, the plans of Contractor and any of its suppliers. Contractor shall provide all reasonable facilities and assistance for the safety and convenience of inspectors. All inspections and tests shall be performed in such manner as to not unduly delay the Work. The Work shall be subject to final inspection and acceptance notwithstanding any payments or other prior inspections. Such final inspection shall be made within a reasonable time after completion of the Work. Inspection of the work shall not relieve the Consultant of the obligation to fulfill all obligations under this Agreement. 22. DISCRIMINATION Contractor represents that it has not, and agrees that it will not, discriminate in its employment practices on the basis of race, creed, religion, national origin, color, sex, age, or handicap. 23. WRITTEN NOTICE Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by a reputable document delivery service, such as but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (iii) mailing in the United States Mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States Mail as provided above. 6 Mailing Address: City of Temecula Attn: City Manager P.O. Box 9033 Temecula, CA 92589-9033 Use this Address for a Delivery Service: City of Temecula or Hand -Deliveries ONLY Attn: City Manager 41000 Main Street Temecula, CA 92590 To Consultant: 24. ASSIGNMENT Westbrook Fence Inc. Contact Person: Dale Westbrook P.O. Box 90310 San Bernardino, CA 92427 The Contractor shall not assign the performance of this Agreement, nor any part thereof, nor any monies due hereunder, without prior written consent of the City. Upon termination of this Agreement, Contractor's sole compensation shall be payment for actual services performed up to, and including, the date of termination or as may be otherwise agreed to in writing between the City Council and the Contractor. 25. LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Ag ree me nt. 26. PROHIBITED INTEREST No officer, or employee of the City of Temecula that has participated in the development of this agreement or its approval shall have any financial interest, direct or indirect, in this Agreement, the proceeds thereof, the Contractor, or Contractor's sub -contractors for this project, during his/her tenure or for one year thereafter. The Contractor hereby warrants and represents to the City that no officer or employee of the City of Temecula that has participated in the development of this agreement or its approval has any interest, whether contractual, non - contractual, financial or otherwise, in this transaction, the proceeds thereof or in the business of the Contractor or Contractor's sub -contractors on this project. Contractor further agrees to notify the City in the event any such interest is discovered whether or not such interest is prohibited by law or this Agreement. 27. GOVERNING LAW The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Temecula. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted. 7 28. ENTIRE AGREEMENT This Agreement contains the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party's own independent investigation of any and all facts such party deems material. 29. AUTHORITY TO EXECUTE THIS AGREEMENT The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of its obligations hereunder. The City Manager is authorized to enter into an amendment on behalf of the City to make the following non -substantive modifications to the agreement: (a) name changes; (b) extension of time; (c) non -monetary changes in scope of work; (d) agreement termination. 30. LABOR AND MATERIALS BOND Contractor shall execute and provide to City concurrently with this Agreement a Labor and Materials Bond in the amount of the total, not -to -exceed compensation indicated in this Agreement, and in a form provided or approved by the City in Exhibit C. No payment will be made to Contractor until it has been received and approved by the City. 31. PERFORMANCE BOND Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not -to -exceed compensation indicated in this Agreement, and in a form provided or approved by the City in Exhibit D. No payment will be made to Contractor until it has been received and approved by the City. 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF TEMECULA WESTBROOK FENCE, INC. (Two Signatures of corporate olflcers required unless corporate documents authorize only one person to sign the agreement on behalf of the corporation.) By: By: Chuck Washington, Mayor Dale Westbrook, President ATTEST: By: By: Susan W. Jones, MMC, City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney CONTRACTOR Tina Westbrook, SecretaryfTreasurer Westbrook Fence, Inc. Contact Person: Dale Westbrook P.O. Box 90310 San Bernardino CA 92427 Phone Number. (909) 887-2638 Fax Number: (909) 887-2648 dale.westbrookfence@live.com 9 PM Initials: (} Date: (/ (J EXHIBIT "A" SCOPE OF WORK The work to be done consists of furnishing all materials, equipment, tools, labor and incidentals as required by the Contract Documents to construct for the above -stated project. The general items of work include: Demolition of the existing and new replacement of the 700 linear feet of white Duramax 3 -rail vinyl fencing five feet in height, 1,880 linear feet of white Duramax 2 - rail vinyl fencing 3'-2" in height with 2" x 4" 12 gauge welded galvanized wire mesh 3 feet in height adhered to the rails and posts, five (5) single swing white powder coated metal gates (3 feet high varying widths from 4 to 5 feet) with ADA hardware, one (1) double swing (i.e. pair) of white powder coated metal gates (3 feet high and each gate varying in width between 8 and 9 feet) a closure/locking mechanism for a standard pad lock. Work also includes the temporary fencing and access while the new replacement fence and gates are being installed. 10 EXHIBIT "B" PAYMENT RATES AND SCHEDULE "City of Temecula Duck Pond Fence Replacement (PW11-08), bidding on January 4, 2012 10:00 AM (Pacific) Bid Results Bidder Details Vendor Name Westbrook Fence Inc. Address PO Box 90310 San Bernardino, CA 92427 United States Respondee Dale Westbrook Respondee Title President Phone 909-887-2638 Ext. Email dale.westbrookfence@live.com Vendor Type Bid Detail Bid Format Electronic Submitted January 4, 2012 9:18:19 AM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation # 6057 Ranking 0 Respondee Comment Buyer Comment Attachments File Title Bid PW11-08 Bid# PW11-08 File Name Temecula Duck Pond Documents.pdf bid bond.pdf Page 7 Printed 01/11/2012 File Type General Attachments Bid Bond Line Items Num Desc UOM Qty Unit Price Line Total Comment Section 1 1 Demolition of Exsisting Fence and LS 1 $4,500.00 $4,500.00 Gates to be Replaced 2 Furnish and Install New DURAMAX 3- LI= 700 $16.25 $11,375.00 Rail Vinyl Fencing 3 Furnish and Install New DURAMAX 2- LF 1880 515.90 $29,892.00 Rail Vinyl Fenceing with Wre Mesh 4 Furnish and Install New Metal Single EA 5 5450.00 52,250.00 Swing Gate 5 Furnish and Install New Metal Double EA 1 $1,050.00 $1,050.00 Swing Gates Subtotal Total 11 $49,067.00 $49,067.00 EXHIBIT "C" CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS BOND NO. LABOR AND MATERIALS BOND FOR DUCK POND FENCE REPLACEMENT PROJECT PROJECT NO. PW11 - 08 KNOW ALL PERSONS BY THESE PRESENTS: THAT, WHEREAS, the City of Temecula has awarded to: WESTBROOK FENCE, INC P.O. BOX 90310 SAN BERNARDINO, CA 92427 Hereinafter called "Contractor," a contract for the work described as follows: DUCK POND FENCE REPLACEMENT, PROJECT NO. PW11-08, hereinafter called "Contract," and WHEREAS, said Contractor is required by the provisions of Sections 3247-3252 of the Civil Code to furnish a bond in connection with said Contract, as hereinafter set forth. NOW, THEREFORE, WE, the undersigned Contractor, as Principal, and duly authorized to transact business under the laws of the State of California, as Surety, hereinafter called "Surety," are held and firmly bound unto the City of Temecula, California, and all contractors, subcontractors, laborers, materialmen, and other persons employed in the performance of the aforesaid Contract and referred to in Title 15 of the Civil Code, in the penal sum of Forty Nine Thousand Nine Hundred Six Dollars and Seventy Cents ($49,906.70), lawful money of the United States, said sum being not less than one hundred (100%) of the estimated amount payable by the said City of Temecula under the terms of the Contract, for the payment of which we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that, if said Contractor, or its heirs, executors, administrators, successors, and assigns, or subcontractors, shall fail to pay for any materials, provisions, provender or other supplies, or teams, implements or machinery, used in, upon, for, or about the performance of the work under the Contract to be done, or for any work or labor thereon of any kind or for amounts due under the Unemployment Insurance Code with respect to such work or labor, as required by the provisions of Chapter 7 of Title 5 of Part 4 of Division 3 of the Civil Code, and provided that the claimant shall have compiled with the provisions of said Civil Code, the Surety shall pay for the same in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. As a part of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees 12 incurred by the City of Temecula in successfully enforcing this obligation, all to be taxed as costs and included in any judgment rendered. This bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Section 3181 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond, and shall also cover payment for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the Contractor or its subcontractors pursuant to Section 13020 of the Unemployment Insurance Code. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder, or to the specifications accompanying the same, shall in any way affect its obligations on this bond. The Surety hereby waives notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder, or to the specifications accompanying the same. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the of , 2012. (Seal) SURETY By: PRINCIPAL By: (Name) (Name) (Title) (Title) APPROVED AS TO FORM: Peter M. Thorson, City Attorney By: (Name) (Title) Attach Notarial Acknowledgement or Jurat for both the Surety and Principal Signatures 13 EXHIBIT "D" CITY OF TEMECULA DEPARTMENT OF PUBLIC WORKS BOND NO. PERFORMANCE BOND FOR DUCK POND FENCE REPLACEMENT PROJECT PROJECT NO. PW11-08 KNOW ALL PERSONS BY THESE PRESENTS: THAT, WHEREAS, the City of Temecula, State of California, entered into a contract on this 14 of February, 2012, hereinafter called "Contract," with: WESTBROOK FENCE, INC. P.O. Box. 90310 San Bernardino, CA 92427 Hereinafter called "Principal," for the work described as follows: DUCK POND FENCE REPLACEMENT PROJECT NO. PW11-08, and WHEREAS, the said Principal is required under the terms of said Contract to furnish a bond for the faithful performance of said Contract. NOW, THEREFORE, WE, the Principal, and duly authorized to transact business under the laws of the State of California, as Surety, hereinafter called "Surety," are held and firmly bound unto the City of Temecula in the penal sum of Forty Nine Thousand Nine Hundred Six Dollars and Severity Cents ($49,906.70), lawful money of the United States, for the payment of which sum we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION is such that, if the Principal, its heirs, executors, administrators, successors, or assigns, shall in all things stand to, abide by, and well and truly keep and perform the covenants, conditions and agreements in the said Contract, and in any alteration thereof made as therein provided, on its part to be kept and performed, at the time and in the mariner therein specified, in all respects according to their true intent and meaning, and shall indemnify and save harmless the City of Temecula, its officers and agents, as therein stipulated, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue. As a part of the obligation secured hereby and in addition to the face amount specified, costs and reasonable expenses and fees shall be included, including reasonable attorneys' fees incurred by the City of Temecula in successfully enforcing this obligation, all to be taxed as costs and included in any judgment rendered. The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract, or to the work to be performed thereunder, or to the specifications accompanying the same, shall in any way affect its obligations on this bond, and it 14 does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract, or to the work, or to the Specifications. IN WITNESS WHEREOF, this instrument has been duly executed by the Principal and Surety above named, on the of , 2012. (Seal) SURETY PRINCIPAL By: By: (Name) (Name) (Title) (Title) APPROVED AS TO FORM: Peter M. Thorson, City Attorney By: (Name) (Title) Attach Notarial Acknowledgement or Jurat for both the Surety and Principal Signatures 15 THE CITY OF firikilf TEMECULA 0 TEMECULA DUCK POND 28250 YNEZ RD. 210 420 630 ft. This map is a user generated static output from an Internet mapping site and is for general reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise retable. THIS MAP IS NOT TO BE USED FOR NAVIGATION. Notes: REPLACE VINYL FENCE. BLUE COLOR -2 RAIL FENCE RED COLOR -3 RAIL FENCE Map center: 6288246, 2127724 Legend City Streets p Parcels Aerial 2011 Scale: 1:2,223 PARKS IMPROVEMENT PROGRAM Parks and Recreation Project Project Description: Rehabilitation and maintenance of parks sites to include fiscal year 2011-12 Skate Park sewer lift system, Ronald Reagan Sports Park lower parking lot fence replacement and drainage repairs, Pala Community Park fiscal year 2013-14 tennis courts resurfacing and lighting upgrades, Margarita Community Park channel reinforcement and fiscal year 2012-13 parking lot repairs, Loma Linda Park concrete repairs, Patricia H. Birdsall Sports Park parking lot repairs, Kent Hintergardt Memorial Park erosion and fence repairs, Harveston Community Park drainage repairs and parking lot resurfacing and restriping, and fence replacement. Benefit: Protect the City's vast investment in parks and open space facilities. Project Status: This project has not yet started. Department: Temecula Community Services Account No. 210.190.130 Priority: Project Cost: Actuals to Date 2011-12 2012-13 2013-14 2014-15 2015-16 Future Total Years Project Cost Construction $300,000 $300,000 $250,000 $250,000 $250,000 $ 1,350,000 Totals $ - $300,000 $300,000 $250,000 $250,000 $250,000 $ - $ 1,350,000 Source of Funds: Actuals to Date 2011-12 2012-13 2013-14 2014-15 2015-16 Future Total Years Project Cost Capital Project Reserves $250,000 $250,000 $ 500,000 Quimby $ 50,000 $ 50,000 $ 100,000 Unspecified* $250,000 $250,000 $250,000 $ 750,000 Total Funding: $ - $300,000 $300,000 $250,000 $250,000 $250,000 $ - $ 1,350,000 Future Operation & Maintenance Costs 2011-12 2012-13 2013-14 2014-15 2015-16 N/A *Project cannot be constructed until a funding source is identified. 139 Item No. 14 Approvals City Attorney Director of Finance City Manager Por CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: First Amendment to Utility Agreement with Eastern Municipal Water District for French Valley Parkway Interchange Improvements, Phase I, Project Number P W 07-04 PREPARED BY: Avlin R. Odviar, Senior Engineer — CIP William Becerra, Associate Engineer — CIP RECOMMENDATION: Approve the First Amendment to the Utility Agreement with Eastern Municipal Water District in an amount not to exceed $47,396 to perform design, advertisement, award, and construction administration associated with the relocation of sewage utilities for the French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements Project. BACKGROUND: The construction of the French Valley Parkway/Interstate 15 Overcrossing and Interchange Improvements Project, Phase I, Project Number PW07-04, necessitates the relocation of existing electrical, telephone, and sewer facilities. These relocations are necessary to maintain compliance with Caltrans' policy of curtailing utility easements and facilities from State right of way. The project is on the State Highway System and the City is the implementing agency. As such, and in accordance with the Design Cooperative Agreement (District Agreement No. 8-1217), City staff has worked directly with Eastern Municipal Water District (EMWD) as an agent of the State. Relocation plans were developed and cost liabilities established. On September 27, 2011 the City Council approved a Utility Agreement with EMWD for an amount of $53,105, the estimated cost of constructing the sewer relocation. EMWD has advertised and awarded the construction contract. This First Amendment will provide for the reimbursement of costs associated with the design, advertising, award, and construction administration of the relocation work, and balance the difference between the estimated cost of construction and the actual amount of the contract awarded. FISCAL IMPACT: The City of Temecula has identified the French Valley Parkway/Interstate-15 Over -Crossing and Interchange Improvements Project, Phase I within its Capital Improvement Program FY2012-2016. The total Agreement amount will be $104,501, which includes the Agreement amount of $53,105 and the First Amendment amount of $47,396 and will be covered by Traffic Uniform Mitigation Fee (TUMF) Community Environmental Transportation Acceptability Process (CETAP) funds secured in Agreement No. 11-72-036-00 between the City and Riverside County Transportation Commission (RCTC) on December 14, 2010. ATTACHMENTS: 1. Amendment to EMWD Utility Agreement 2. Project Description 3. Project Location Page 1 of 3 CITY OF TEMECULA PUBLIC WORKS DEPARTMENT AMENDMENT TO UTILITY AGREEMENT RW 13-5 (Ree 1/2009) DISTRICT 08 COUNTY Riverside ROUTE 15,215 KP (PM) 9.2/15.3 EXPENDITURE AUTHORIZATION 432700 FEDERAL AID NUMBER OWNER'S FILE NUMBER C.O. No. 68286 FEDERAL PARTICIPATION On the Project [X] YES [ ] NO On the Utilities [ ] YES [X] NO UTILITY AGREEMENT NO. 08 -UT -20705 DATE: February 14, 2012 FIRST AMENDMENT TO UTILITY AGREEMENT NO. 08 -UT -20705 WHEREAS, the City of Temecula, hereinafter called "CITY", and Eastern Municipal Water District, hereinafter called "OWNER", have entered into that certain Utility Agreement No. 08 -UT -20705, dated September 27, 2011, which Agreement sets forth the terms and conditions pursuant to which OWNER has sewage facilities requiring relocation to accommodate CITY's construction of a new interchange, French Valley Parkway, at Interstate 15, between the existing Winchester Road and the Interstate-15/Interstate-215 junction and, WHEREAS, in the performance of said work, increased costs over and above those estimated at the time of the execution of said Agreement were incurred due to the fact that design, advertising, award, and construction administration costs were not include in the original estimate; and, WHEREAS, it has been determined that, since final costs have overrun the amount shown in said Agreement by 89%, and when the increased cost exceeds by 25% the estimated amount set forth in said Agreement, said Agreement shall be amended to show the increased costs of the work to the CITY; and WHEREAS, the estimated cost to the CITY of the work to be performed under said Agreement was $53,105, and by reason of the increased costs referred to above, the amended estimated cost to the CITY is $100,501, which is attached and made part hereto; and WHEREAS, the final disposition of the of the sewer lateral included in said work will be located in CITY Right of Way that will eventually be vacated to private ownership with OWNERS interests and responsibilities removed. NOW, THEREFORE, it is agreed to the parties as follows: 1. The estimated cost to the CITY $53,105 as set forth in said Agreement is hereby amended to read $100,501. 2. All other terms and conditions of said Agreement remain unchanged. 3. The CITY agrees to facilitate the transfer of ownership of said sewer lateral to private ownership consistent with current practice, or provide a sewer lateral replacement such that Right of Way vacation is satisfactory to all parties, when said CITY Right of Way is vacated. Page 2 of 3 CRY OFTEMECULA PUBLIC WORKSDEPARTMENT AMENDMENT TO UTILITY AGREEMENT RW 13-5 (Rev 1/2009) IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Utility Agreement No. 08 -UT - 20705 this 14'" day of February, 2012. EASTERN MUNICIPAL WATER DISTRICT By: Paul D. Jones I1, P.E., General Manager CITY OFTEMECULA By: Chuck Washington, Mayor Approved as to form: By: Peter M. Thorson, City Attorney ATTEST: DB Susan W. Jones, MMC, City Clerk Page 3 of 3 CITY OF TEMECULA PUBLIC WORKS DEPARTMENT AMENDMENT TO UTILITY AGREEMENT RW 13-5 (Ree 1/2009) Sewer Relocation McCabe Court & Madison Avenue PROJECT COST ESTIMATE FACILETMES PLANNING PHASE Plannng Coreurtant SU eV IMrd LAW( SO PRELIMINARY DESIGN PHASE Prglimirary Spy SO tecilmir..8i SCS Rignt-eiNkr. Ann nmer5laI 50 EN. BrEINth latcf 1;1,000 FINAL DESIGN PHASE silo accositior ' Porrritx 10 Design Ccnsunant Sur in Consultant 10 Geortechniaal Cvrsu ant SO Environmental ConstJltar,1 $i Eng. 8r ,th Labor $2,200 84d Prep $6,300 E T� II ATE COST so $1,000 IICM ARD PHASE $5,600 Indoclos Labor, Io nt, and iillj q alr, CONSTRUCTION PHASE $132!701 C0,41ba 't Sera s !Som.!. Sri $1O,3D on5'rui�nCOnirgcl $49,301 IrrspeeliOn $6,500 �trpr Acirnirti rn'.i4n ;1i7F ;1-rdudrs: G•x Adm. Gana 'Wm Am, Rw.Woo r,I&h arc} 0perabons Later S1,700 ContAgenciss $7,300 ADMINISTRATIVE CLOSE OUT PHASE $2,700 Eng Brandt Enact $2,740 TOTAL ESTIMATED PROJECT COST $104,501 2011-12 2015-16 $15,300 rCity of n iervt-e-c-14,&eit, FRENCH VALLEY PARKWAY / INTERSTATE -15 OVER -CROSSING AND INTERCHANGE IMPROVEMENTS PHASE 1 Circulation Project Project Description: Project will include the design, right-of-way acquisition, utility relocation, and construction activities to portions of the French Valley Parkway and Interstate -15 over -crossing and inter- change. The project will add a new southbound off -ramp from Interstate -15 to French Valley Parkway, construct the northern half of French Valley Parkway from the off -ramp to Jefferson Avenue, widen the existing southbound off -ramp from Interstate -15 to Winchester, and construct a new auxiliary lane between French Valley Parkway and the Winchester Road southbound off -ramp. Other features include permanent and temporary retaining walls, erosion control and irrigation, and a new traffic signal and road- way improvements at the intersection of French Valley Parkway and Jefferson Avenue. Project requires oversight by Caltrans and coordination with the City of Murrieta. Benefit: Project will improve traffic circulation by providing another southbound off -ramp from Interstate -15 and add a lane to the Interstate -15 southbound off -ramp to Winchester. Project Status: The plans, specifications, and estimates, are expected to be complete during fiscal year 2012. Construction is expected to be complete by the end of fiscal year 2013. Department: Public Works Account No. 210.165.719 Priority: 1 Project Cost: Actuals to Date 2011-12 2012-13 Future Total Project 2013-14 2014-15 2015-16 Years Cost Administration $ 353,949 $ 210,389 $ 200,000 $25,000 $ 789,338 Acquisition $2,256,952 $ 1,704,666 $ 160,830 $60,000 $35,000 $70,000 $ 3,961,618 Construction $18,200,000 $ 8,855,000 $ 27, 055, 000 Construction $ 444,203 $ 444,203 Engineering $ 2,000,000 $ 1,000,000 $ 3,000,000 Design $1,382,796 $ 648,303 $ 1,167, 801 $ 2,031,099 Environmental $ 15,000 $ 35,000 $35,000 $35,000 $70,000 $ 190,000 M S H C P $ 245,000 $ 245,000 Totals $3,993,697 $23,023,358 $10,090,000 $60,000 $35,000 $70,000 $ - $ 37, 272, 055 Source of Funds: Actuals to Date 2011-12 2012-13 Future Total Project 2013-14 2014-15 2015-16 Years Cost Capital Project Reserves $ 160,830 $60,000 $35,000 $70,000 $ 325,830 DIF (Street Improvements) $ 444,203 $ 444,203 Measure A -Local Street and Road $ 977,181 $ 724,369 $ 1,167, 801 $ 2,869,351 Reimbursement/Other (Murrieta Land Donation) $ 1,631,631 $ 1,631,631 TUMF (CETA P/RCTC) (1) $20,000,000 $ 8,761,369 $ 28, 761, 369 TUMF (RCTC)(2) $2,462,295 $ 2,462,295 TUMF (wRCOG)(3) $ 110,018 $ 667,358 $ 777,376 Total Funding: $3,993,697 $23,023,358 $10,090,000 $60,000 $35,000 $70,000 $ - $ 37, 272, 055 Future Operation & Maintenance Costs: 2012-13 2013-14 2014-15 $15,000 $15,606 (1) TUMF (CETAP/RCTC) - Funding is pursuant to the RCTC Agreement No. 11-72-0036-00 in the amount of $20,000,000 to date. (2) TUMF (RCTC) - Funding is pursuant to the RCTC Agreement No. 06-72-048-00 for a total of $75,517,000 ($5,715,000 -ROW and $2,000,000- PS&E). Phase I is $1,682,000 -ROW and $203,784-PS&E - See also Phase II. (3) TUMF (WRCOG) - Zone funding is pursuant to WRCOG Agreement No. 05 -SW -TEM -1064 for a total of $4,078,000 ($1,165,000-PS&E) - See also Phase II. 57 FRENCH VALLEY PARKWAY / INTERSTATE -15 OVER -CROSSING AND INTERCHANGE IMPROVEMENTS - PHASE I Circulation Project Location Aerial Data - March 2010 0 250 500 Feet 1,000 56 Item No. 15 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: Construction Cooperative Agreement with Caltrans for Construction of the Interstate 15/State Route 79 South Interchange Improvements, Project No. PW04-08 PREPARED BY: Amer Attar, Principal Engineer Avlin R. Odviar, Senior Engineer — CIP RECOMMENDATION: Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A CONSTRUCTION COOPERATIVE AGREEMENT, NO. 08-1515, BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) AND THE CITY OF TEMECULA FOR THE CONSTRUCTION OF THE INTERSTATE 15/STATE ROUTE 79 SOUTH INTERCHANGE IMPROVEMENTS BACKGROUND: The Interstate 15/State Route 79 South Interchange Improvements Project proposes freeway, interchange, and local arterial improvements designed to improve operational deficiencies and accommodate anticipated local and regional traffic increases. Construction projects on the state highway system such as this are typically administered by the State of California, Department of Transportation (Caltrans), but may be delegated to a local agency at the discretion of Caltrans. On January 12, 2011, the City requested authorization to perform the construction contract Advertisement, Award, and Administration (AAA) activities. This request was approved by Caltrans in a letter dated August 22, 2011. The subject Construction Cooperative Agreement No. 08-1515 has been developed in consideration of the delegation of authority from Caltrans to the City and establishes the general conditions, methods, and procedures for implementing construction. It reflects the current, statewide trend of shifting more of the responsibilities from the State to the local agency when the AAA authority has been delegated. In summary, the City will be responsible for advertising, awarding, and administering the construction contract in accordance with all applicable laws and regulations, while Caltrans will retain its oversight responsibilities. Each agency will provide staffing and resources for its respective responsibilities. FISCAL IMPACT: There is no cost associated with the approval of the Construction Cooperative Agreement. ATTACHMENTS: 1. Construction Cooperative Agreement No. 08-1515. 2. Resolution 12- 08-RIV-15-3.00/4.00 EA: 43230 Federal Funds District Agreement 08-1515 Project Number 0800000668 CONSTRUCTION COOPERATIVE AGREEMENT This agreement, effective on , is between the State of California, acting through its Department of Transportation, referred to as CALTRANS, and: City of Temecula, a body politic and municipal corporation of the State of California, referred to as CITY. For the purpose of this agreement, the term PARTNERS collectively refers to CALTRANS and CITY (all signatory parties to this agreement). The term PARTNER refers to any one of those signatory parties individually. RECITALS 1. California Streets and Highways Code sections 114 and 130 authorize PARTNERS to enter into a cooperative agreement for performance of work within the State Highway System (SHS) right of way. 2. This agreement outlines the terms and conditions of cooperation between PARTNERS to complete the Construction for Interstate 15/State Route 79S Interchange Improvements. For the purpose of this agreement, Interstate 15/State Route 79S Interchange Improvements will be referred to as PROJECT. All responsibilities assigned in this agreement to complete the Construction will be referred to as OBLIGATIONS. 3. This agreement is separate from and does not modify or replace any other cooperative agreement or memorandum of understanding between PARTNERS regarding PROJECT. 4. Prior to this agreement, CITY developed the Project Initiation Document; CITY developed the Project Report; CITY developed the Plans, Specifications and Estimate; and CITY developed the Right of Way Certification (Cooperative Agreement No. 1249 and 1249 A/1). 5. CITY prepared the environmental documentation for PROJECT. 6. The estimated date for OBLIGATION COMPLETION is December 31, 2016. 7. In this agreement capitalized words represent defined terms and acronyms. The Definitions section contains a complete definition for each capitalized term. PACT Version 10.1.2011_02_17 1 of 20 District Agreement 08-1515 8. From this point forward, PARTNERS define in this agreement the terms and conditions under which they will accomplish OBLIGATIONS. RESPONSIBILITIES 9. CITY is SPONSOR for 100% of PROJECT. 10. CALTRANS will provide IQA for the portions of WORK within existing and proposed SHS right of way. CALTRANS retains the right to reject noncompliant WORK, protect public safety, preserve property rights, and ensure that all WORK is in the best interest of the SHS. 11. CITY may provide IQA for the portions of WORK outside existing and proposed SHS right of way. 12. CITY is the only FUNDING PARTNER for this agreement. CITY's funding commitment is defined in the FUNDING SUMMARY. 13. CALTRANS is the CEQA lead agency for PROJECT. 14. CALTRANS is the NEPA lead agency for PROJECT. 15. CITY is IMPLEMENTING AGENCY for CONSTRUCTION. SCOPE Scope: General 16. PARTNERS will perform all OBLIGATIONS in accordance with federal and California laws, regulations, and standards; FHWA STANDARDS; and CALTRANS STANDARDS. 17. IMPLEMENTING AGENCY for a PROJECT COMPONENT will provide a Quality Management Plan (QMP) for that component as part of the PROJECT MANAGEMENT PLAN. The District Construction Division, with input from Structure Construction must approve the Quality Management Plan (QMP) before the encroachment permit for construction is issued. 18. Any PARTNER may, at its own expense, have representatives observe any OBLIGATIONS performed by another PARTNER. Observation does not constitute authority over those OBLIGATIONS. 19. Each PARTNER will ensure that all of its personnel participating in OBLIGATIONS are appropriately qualified, and if necessary licensed, to perform the tasks assigned to them. PACT Version 10.1.2011_02_17 2 of 20 District Agreement 08-1515 20. IMPLEMENTING AGENCY shall retain consultants and shall invite CALTRANS to participate in the selection and retention of consultants that participate in OBLIGATIONS. At least one representative from the Construction Division of CALTRANS shall participate in the selection process. A construction management firm shall not be selected without the approval by this representative. 21. If WORK is done under contract (not completed by a PARTNER's own employees) and is governed by the California Labor Code's definition of "public works" (section 1720(a)(a)), that PARTNER will conform to sections 1720 —1815 of the California Labor Code and all applicable regulations and coverage determinations issued by the Director of Industrial Relations. 22. IMPLEMENTING AGENCY for each PROJECT COMPONENT included in this agreement will be available to help resolve problems generated by that component for the entire duration of PROJECT. 23. CALTRANS will issue, upon proper application, the encroachment permits required for WORK within SHS right of way. Contractors and/or agents, and utility owners will not perform WORK without an encroachment permit issued in their name. 24. If any PARTNER discovers unanticipated cultural, archaeological, paleontological, or other protected resources during WORK, all WORK in that area will stop and that PARTNER will notify all PARTNERS within 24 hours of discovery. WORK may only resume after a qualified professional has evaluated the nature and significance of the discovery and a plan is approved for its removal or protection. 25. PARTNERS will hold all administrative drafts and administrative final reports, studies, materials, and documentation relied upon, produced, created, or utilized for PROJECT in confidence to the extent permitted by law. Where applicable, the provisions of California Government Code section 6254.5(e) will govern the disclosure of such documents in the event that PARTNERS share said documents with each other. PARTNERS will not distribute, release, or share said documents with anyone other than employees, agents, and consultants who require access to complete PROJECT without the written consent of the PARTNER authorized to release them, unless required or authorized to do so by law. 26. If any PARTNER receives a public records request, pertaining to OBLIGATIONS, that PARTNER will notify PARTNERS within five (5) working days of receipt and make PARTNERS aware of any disclosed public records. PARTNERS will consult with each other prior to the release of any public documents related to the PROJECT. PACT Version 10.1.2011_02_17 3 of 20 District Agreement 08-1515 27. If HM -1 or HM -2 is found during a PROJECT COMPONENT, IMPLEMENTING AGENCY for that PROJECT COMPONENT will immediately notify PARTNERS. 28. CALTRANS, independent of PROJECT, is responsible for any HM -1 found within the existing SHS right of way. CALTRANS will undertake HM MANAGEMENT ACTIVITIES related to HM -1 with minimum impact to PROJECT schedule. 29. CITY, independent of PROJECT, is responsible for any HM -1 found within PROJECT limits and outside the existing SHS right of way. CITY will undertake or cause to be undertaken HM MANAGEMENT ACTIVITIES related to HM -1 with minimum impact to PROJECT schedule. 30. If HM -2 is found within PROJECT limits, the public agency responsible for the advertisement, award, and administration (AAA) of the PROJECT construction contract will be responsible for HM MANAGEMENT ACTIVITIES related to HM -2. 31. CALTRANS' acquisition or acceptance of title to any property on which any HM -1 or HM -2 is found will proceed in accordance with CALTRANS' policy on such acquisition. 32. PARTNERS will comply with all of the commitments and conditions set forth in the environmental documentation, environmental permits, approvals, and applicable agreements as those commitments and conditions apply to each PARTNER's responsibilities in this agreement. 33. IMPLEMENTING AGENCY for each PROJECT COMPONENT will furnish PARTNERS with written quarterly progress reports during the implementation of OBLIGATIONS in that component. 34. Upon OBLIGATION COMPLETION, ownership or title to all materials and equipment constructed or installed for the operations and/or maintenance of the SHS within SHS right of way as part of WORK become the property of CALTRANS. CALTRANS will not accept ownership or title to any materials or equipment constructed or installed outside SHS right of way. 35. IMPLEMENTING AGENCY for a PROJECT COMPONENT will accept, reject, compromise, settle, or litigate claims of any non -agreement parties hired to do WORK in that component. 36. PARTNERS will confer on any claim that may affect OBLIGATIONS or PARTNERS' liability or responsibility under this agreement in order to retain resolution possibilities for potential future claims. No PARTNER will prejudice the rights of another PARTNER until after PARTNERS confer on claim. 37. PARTNERS will maintain, and will ensure that any party hired by PARTNERS to participate in OBLIGATIONS will maintain, a financial management system that PACT Version 10.1.2011_02_17 4 of 20 District Agreement 08-1515 conforms to Generally Accepted Accounting Principles (GAAP), and that can properly accumulate and segregate incurred PROJECT costs, and provide billing and payment support. 38. PARTNERS will comply with the appropriate federal cost principles and administrative requirements outlined in the Applicable Cost Principles and Administrative Requirements table below. These principles and requirements apply to all funding types included in this agreement. 39. PARTNERS will ensure that any party hired to participate in OBLIGATIONS will comply with the appropriate federal cost principles and administrative requirements outlined in the Applicable Cost Principles and Administrative Requirements table below. Applicable Cost Principles and Administration Requirements The federal cost principles and administrative requirements associated with each organization type apply to that organization. Organization Type Cost Principles Administrative Requirements Federal Governments 2 CFR Part 225 OMB A-102 State and Local Government 2 CFR, Part 225 49 CFR, Part 18 Educational Institutions 2 CFR, Part 220 2 CFR, Part 215 Non -Profit Organizations 2 CFR, Part 230 2 CFR, Part 215 For Profit Organizations 48 CFR, Chapter 1, Part 31 49 CFR, Part 18 CFR (Code of Federal Regulations) OMB (Office of Management and Budget) Related URIs: • Various OMB Circular: http://www.whitehouse.gov/omb/grants_circulars • Code of Federal Regulations: http://www.gpoaccess.gov/CFR 40. PARTNERS will maintain and make available to each other all OBLIGATIONS -related documents, including financial data, during the term of this agreement. 41. PARTNERS will retain all OBLIGATIONS -related records for three (3) years after the final voucher. 42. PARTNERS have the right to audit each other in accordance with generally accepted governmental audit standards. CALTRANS, the state auditor, FHWA, and CITY will have access to all OBLIGATIONS -related records of each PARTNER, and any party hired by a PARTNER to participate in OBLIGATIONS, for audit, examination, excerpt, or transcription. The examination of any records will take place in the offices and locations where said records are generated and/or stored and will be accomplished during reasonable hours of PACT Version 10.1.2011 02 17 5 of 20 District Agreement 08-1515 operation. The auditing PARTNER will be permitted to make copies of any OBLIGATIONS -related records needed for the audit. The audited PARTNER will review the draft audit, findings, and recommendations, and provide written comments within 30 calendar days of receipt. Upon completion of the final audit, PARTNERS have 30 days to refund or invoice as necessary in order to satisfy the obligation of the audit. Any audit dispute not resolved by PARTNERS is subject to dispute resolution. Any costs arising out of the dispute resolution process will be paid within 30 calendar days of the final audit or dispute resolution findings. 43. PARTNERS will undergo an annual audit in accordance with the Single Audit Act of OMB Circular A-133. 44. Any PARTNER that hires another party to participate in OBLIGATIONS will conduct a pre -award audit of that party in accordance with the Local Assistance Procedures Manual. 45. PARTNERS will not incur costs beyond the funding commitments in this agreement. If IMPLEMENTING AGENCY anticipates that funding for WORK will be insufficient to complete WORK, IMPLEMENTING AGENCY will promptly notify SPONSOR. IMPLEMENTING AGENCY has no obligation to perform WORK if funds to perform WORK are unavailable. 46. If WORK stops for any reason, IMPLEMENTING AGENCY will place all facilities impacted by WORK in a safe and operable condition acceptable to CALTRANS. 47. If WORK stops for any reason, each PARTNER will continue to implement all of its applicable commitments and conditions included in the PROJECT environmental documentation, permits, agreements, or approvals that are in effect at the time that WORK stops, as they apply to each PARTNER's responsibilities in this agreement, in order to keep PROJECT in environmental compliance until WORK resumes. 48. Each PARTNER accepts responsibility to complete the activities that it selected on the SCOPE SUMMARY. Activities marked with "N/A" on the SCOPE SUMMARY are not included in the scope of this agreement. 49. Contract administration procedures shall conform to CALTRANS' Construction Manual, Local Assistance Procedures Manual (if Federal funds are used), and the PROJECT encroachment permits. 50. If the Resident Engineer is not also a registered Landscape Architect, CITY will furnish, at CITY expense and subject to approval of CALTRANS Landscape Architecture, a PACT Version 10.1.2011_02_17 6 of 20 District Agreement 08-1515 registered Landscape Architect to perform work related to architecture treatment and landscaping and to perform the function of an Assistant Resident Engineer/Inspector who is responsible for both daily on-site inspections and final decisions including, but not limited to, any highway planting and the irrigation systems that comprise a portion of the PROJECT work. Final decisions shall continue to be subject to the satisfaction and approval of CALTRANS. 51. Within one hundred eighty (180) days following the completion and acceptance of the PROJECT construction contract, to furnish CALTRANS with a complete set of "As - Built" plans (hard copy and electronic formats) in accordance with CALTRANS' then current CADD Users Manual, Plans Preparation Manual, and CALTRANS practice. The submittal must also include all CALTRANS requested contract records, including survey documents and Records of Surveys (to include monument perpetuation per the Land Surveyor Act, section 8771, including but not limited to preconstruction monumentation documents and a post construction Record of Survey that have been filed in the County Surveyor's Office). CITY shall also submit corrected full-sized hardcopy structure plans. Scope: Environmental Permits, Approvals and Agreements 52. Each PARTNER identified in the Environmental Permits table below accepts the responsibility to complete the assigned activities. Environmental Permits Permit Coordinate Prepare Obtain Im a lement Renew Amend NPDES SWRCB CITY CITY CITY CITY CITY CITY Scope: CONSTRUCTION 53. CITY will advertise, open bids, award, approve and administer the construction contract in accordance with the California Public Contract Code and the California Labor Code. CITY will not advertise the construction contract until CALTRANS completes or accepts the final plans, specifications, and estimate package; CALTRANS approves the Right of Way Certification; and SPONSOR verifies full funding of CONSTRUCTION SUPPORT and CONSTRUCTION CAPITAL. By accepting responsibility to advertise and award the construction contract, CITY also accepts responsibility to administer the construction contract. PARTNERS agree that CITY is designated as the Legally Responsible Person and the Approved Signatory Authority pursuant to the Construction General Permit, State Water Resources Control Board (SWRCB) Order Number 2009-0009-DWQ, as defined in Appendix 5, Glossary, and assumes all roles and responsibilities assigned to the Legally PACT Version 10.1.201102_17 7 of 20 District Agreement 08-1515 Responsible Person and the Approved Signatory Authority as mandated by the Construction General Permit. 54. CITY will provide a RESIDENT ENGINEER licensed to practice Civil Engineering in the State of California and construction support staff that are independent of the design engineering company and construction contractor. 55. IMPLEMENTING AGENCY will implement changes to the construction contract through contract change orders (CCOs). PARTNERS will review and concur on all CCOs over $50,000. CALTRANS must approve all CCOs affecting public safety or the preservation of property, all design and specification changes, and all major changes as defined in the CALTRANS Construction Manual prior to implementing the CCO. 56. IMPLEMENTING AGENCY will use a CALTRANS-approved construction contract claims process, will administer all claims through said process, and will be available to provide advice and technical input in any claims process. 57. If the lowest responsible construction contract bid is greater than the funding commitment to CONSTRUCTION CAPITAL, all PARTNERS must be involved in determining how to proceed. If PARTNERS do not agree in writing on a course of action within 15 working days, this agreement will terminate. 58. CITY will require the construction contractor to furnish payment and performance bonds naming CITY as obligee, and CALTRANS as additional obligee, and to carry liability insurance in accordance with CALTRANS specifications. 59. CITY will prepare a Quality Management Plan (QMP) for WBS activity 5.270.35.20 (Source Inspection), and will submit it to CALTRANS for review and approval. After CITY submits the proper permit application and CALTRANS approves the QMP, CALTRANS will issue the encroachment permit(s) for the construction contract. 60. As IMPLEMENTING AGENCY for CONSTRUCTION, CITY is responsible for maintenance within PROJECT limits as part of the construction contract. 61. PARTNERS will execute a separate maintenance agreement prior to OBLIGATION COMPLETION. PACT Version 10.1.2011_02_17 8 of 20 COST Cost: General District Agreement 08-1515 62. The cost of any awards, judgments, or settlements generated by OBLIGATIONS is an OBLIGATIONS COST. 63. CALTRANS, independent of PROJECT, will pay all costs for HM MANAGEMENT ACTIVITIES related to HM -1 found within the existing SHS right of way. 64. CITY, independent of PROJECT, will pay, or cause to be paid, all costs for HM MANAGEMENT ACTIVITIES related to HM -1 found within PROJECT limits and outside of the existing SHS right of way. 65. HM MANAGEMENT ACTIVITIES costs related to HM -2 are CONSTRUCTION SUPPORT and CONSTRUCTION CAPITAL costs. 66. The cost to comply with and implement the commitments set forth in the environmental documentation is an OBLIGATIONS COST. 67. The cost to ensure that PROJECT remains in environmental compliance is an OBLIGATIONS COST. 68. ' The cost of any legal challenges to the CEQA or NEPA environmental process or documentation is an OBLIGATIONS COST. 69. Independent of OBLIGATIONS COST, CALTRANS will fund the cost of its own IQA for WORK done within existing or proposed future SHS right of way. 70. Independent of OBLIGATIONS COST, CITY will fund the cost of its own IQA for WORK done outside existing or proposed future SHS right of way. 71. CALTRANS will provide encroachment permits to PARTNERS, their contractors, consultants and agents, at no cost. 72. Fines, interest, or penalties levied against a PARTNER will be paid, independent of OBLIGATIONS COST, by the PARTNER whose actions or lack of action caused the levy. That PARTNER will indemnify and defend each other PARTNER. 73. CALTRANS will administer all federal subvention funds identified on the FUNDING SUMMARY. PACT Version 10.1.2011_02_17 9 of 20 District Agreement 08-1515 74. Travel, per diem, and third -party contract reimbursements are an OBLIGATIONS COST only after those hired by PARTNERS to participate in OBLIGATIONS incur and pay those costs. Payments for travel and per diem will not exceed the rates paid rank and file state employees under current California Department of Personnel Administration (DPA) rules current at the effective date of this agreement. If CITY invoices for rates in excess of DPA rates, CITY will fund the cost difference and reimburse CALTRANS for any overpayment. 75. The cost of any engineering support performed by CALTRANS includes all direct and applicable indirect costs. CALTRANS calculates indirect costs based solely on the type of funds used to pay support costs. State and federal funds are subject to the current Program Functional Rate. Local funds are subject to the current Program Functional Rate and the current Administration Rate. CALTRANS periodically adjusts the Program Functional Rate and the Administration Rate. 76. If CALTRANS reimburses CITY for any costs later determined to be unallowable, CITY will reimburse those funds. 77. The cost to place PROJECT right of way in a safe and operable condition and meet all environmental commitments is an OBLIGATIONS cost. 78. Because IMPLEMENTING AGENCY is responsible for managing the scope, cost, and schedule of a project component, if there are insufficient funds available in this agreement to place the right of way in a safe and operable condition, the appropriate IMPLEMENTING AGENCY accepts responsibility to fund these activities until such time as PARTNERS amend this agreement. That IMPLEMENTING AGENCY may request reimbursement for these costs during the amendment process. 79. If there are insufficient funds in this agreement to implement applicable commitments and conditions included in the PROJECT environmental documentation, permits, agreements, and/or approvals that are in effect at a time that WORK stops, each PARTNER implementing commitments or conditions accepts responsibility to fund these activities, as they apply to each PARTNER's responsibilities, until such time as PARTNERS amend this agreement. Each PARTNER may request reimbursement for these costs during the amendment process. 80. PARTNERS will pay invoices within 30 calendar days of receipt of invoice. PACT Version 10.1.2011_02_17 10 of 20 District Agreement 08-1515 Cost: Environmental Permits, Approvals and Agreements 81. The cost of coordinating, obtaining, complying with, implementing, and if necessary renewing and amending resource agency permits, agreements, and/or approvals is an OBLIGATIONS COST. Cost: CONSTRUCTION Support 82. The cost to maintain the SHS within PROJECT limits is an OBLIGATIONS COST until PARTNERS execute a separate maintenance agreement. SCHEDULE 83. PARTNERS will manage the schedule for OBLIGATIONS through the work plan included in the PROJECT MANAGEMENT PLAN. GENERAL CONDITIONS 84. PARTNERS understand that this agreement is in accordance with and governed by the Constitution and laws of the State of California. This agreement will be enforceable in the State of California. Any PARTNER initiating legal action arising from this agreement will file and maintain that legal action in the Superior Court of the county in which the CALTRANS district office that is signatory to this agreement resides, or in the Superior Court of the county in which PROJECT is physically located. 85. All OBLIGATIONS of CALTRANS under the terms of this agreement are subject to the appropriation of resources by the Legislature, the State Budget Act authority, and the allocation of funds by the California Transportation Commission. 86. Any PARTNER performing IQA does so for its own benefit. No one can assign liability to that PARTNER due to its IQA activities. 87. Neither CITY nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done by CALTRANS and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CALTRANS under this agreement. It is understood and agreed that CALTRANS will fully defend, indemnify, and save harmless CITY and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CALTRANS and/or its agents under this agreement. PACT Version 10.1.2011_02_17 11 of 20 District Agreement 08-1515 88. Neither CALTRANS nor any officer or employee thereof is responsible for any injury, damage, or liability occurring by reason of anything done or omitted to be done by CITY and/or its agents under or in connection with any work, authority, or jurisdiction conferred upon CITY under this agreement. It is understood and agreed that CITY will fully defend, indemnify, and save harmless CALTRANS and all of its officers and employees from all claims, suits, or actions of every name, kind, and description brought forth under, but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY and/or its agents under this agreement. 89. PARTNERS do not intend this agreement to create a third party beneficiary or define duties, obligations, or rights in parties not signatory to this agreement. PARTNERS do not intend this agreement to affect their legal liability by imposing any standard of care for fulfilling OBLIGATIONS different from the standards imposed by law. 90. PARTNERS will not assign or attempt to assign OBLIGATIONS to parties not signatory to this agreement. 91. PARTNERS will not interpret any ambiguity contained in this agreement against each other. PARTNERS waive the provisions of California Civil Code section 1654. 92. A waiver of a PARTNER's performance under this agreement will not constitute a continuous waiver of any other provision. An amendment made to any article or section of this agreement does not constitute an amendment to or negate all other articles or sections of this agreement. 93. A delay or omission to exercise a right or power due to a default does not negate the use of that right or power in the future when deemed necessary. 94. If any PARTNER defaults in its OBLIGATIONS, a non -defaulting PARTNER will request in writing that the default be remedied within 30 calendar days. If the defaulting PARTNER fails to do so, the non -defaulting PARTNER may initiate dispute resolution. 95. PARTNERS will first attempt to resolve agreement disputes at the PROJECT team level. If they cannot resolve the dispute themselves, the CALTRANS district director and the executive officer of CITY will attempt to negotiate a resolution. If PARTNERS do not reach a resolution, PARTNERS' legal counsel will initiate mediation. PARTNERS agree to participate in mediation in good faith and will share equally in its costs. PACT Version 10.1.2011_02_17 12 of 20 District Agreement 08-1515 Neither the dispute nor the mediation process relieves PARTNERS from full and timely performance of OBLIGATIONS in accordance with the terms of this agreement. However, if any PARTNER stops fulfilling OBLIGATIONS, any other PARTNER may seek equitable relief to ensure that OBLIGATIONS continue. Except for equitable relief, no PARTNER may file a civil complaint until after mediation, or 45 calendar days after filing the written mediation request, whichever occurs first. PARTNERS will file any civil complaints in the Superior Court of the county in which the CALTRANS district office signatory to this agreement resides. The prevailing PARTNER will be entitled to an award of all costs, fees, and expenses, including reasonable attorney fees as a result of litigating a dispute under this agreement or to enforce the provisions of this article including equitable relief. 96. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a previously selected remedy does not achieve resolution. 97. If any provisions in this agreement are deemed to be, or are m fact, illegal, inoperative, or unenforceable, those provisions do not render any or all other agreement provisions invalid, inoperative, or unenforceable, and PARTNERS will automatically sever those provisions from this agreement. 98. PARTNERS intend this agreement to be their final expression and supersede any oral understanding or writings pertaining to OBLIGATIONS. 99. If during performance of WORK additional activities or environmental documentation is necessary to keep PROJECT in environmental compliance, PARTNERS will amend this agreement to include completion of those additional tasks. 100. PARTNERS will execute a formal written amendment if there are any changes to OBLIGATIONS. 101. This agreement will terminate upon OBLIGATION COMPLETION or an amendment to terminate this agreement, whichever occurs first. However, all indemnification, document retention, audit, claims, environmental commitment, legal challenge, and ownership articles will remain in effect until terminated or modified in writing by mutual agreement. 102. The following documents are attached to, and made an express part of this agreement: SCOPE SUMMARY, FUNDING SUMMARY. PACT Version 10.1.2011_02_17 13 of 20 District Agreement 08-1515 DEFINITIONS CALTRANS — The California Department of Transportation CALTRANS STANDARDS — CALTRANS policies and procedures, including, but not limited to, the guidance provided in the Guide to Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at http ://www.dot. ca. gov/hq/projmgmt/guidance.htm. CEQA (California Environmental Quality Act) — The act (California Public Resources Code, sections 21000 et seq.) that requires state and local agencies to identify the significant environmental impacts of their actions and to avoid or mitigate those significant impacts, if feasible. CFR (Code of Federal Regulations) — The general and permanent rules published in the Federal Register by the executive departments and agencies of the federal government. CONSTRUCTION CAPITAL — See PROJECT COMPONENT. CONSTRUCTION SUPPORT — See PROJECT COMPONENT. COOPERATIVE AGREEMENT CLOSURE STATEMENT — A document signed by PARTNERS that verifies the completion of all OBLIGATIONS included in this agreement and in all amendments to this agreement. COST — The responsibility for cost responsibilities in this agreement can take one of three assignments: • OBLIGATIONS COST — A cost associated with fulfilling OBLIGATIONS that will be funded as part of this agreement. The responsibility is defined by the funding commitments in this agreement. • PROJECT COST — A cost associated with PROJECT that can be funded outside of OBLIGATIONS. A PROJECT COST may not necessarily be part of this agreement. This responsibility is defined by the PARTNERS' funding commitments at the time the cost is incurred. • PARTNER COST — A cost that is the responsibility of a specific PARTNER, independent of PROJECT. FHWA — Federal Highway Administration FHWA STANDARDS — FHWA regulations, policies and procedures, including, but not limited to, the guidance provided at www.fhwa.dot.gov/topics.htm. PACT Version 10.1.2011_02_17 14 of 20 District Agreement 08-1515 FUNDING PARTNER — A PARTNER that commits a defined dollar amount to fulfill OBLIGATIONS. Each FUNDING PARTNER accepts responsibility to provide the funds identified on the FUNDING SUMMARY under its name. FUNDING SUMMARY — The table that designates an agreement's funding sources, types of funds, and the PROJECT COMPONENT in which the funds are to be spent. Funds listed on the FUNDING SUMMARY are "not -to -exceed" amounts for each FUNDING PARTNER. GAAP (Generally Accepted Accounting Principles) — Uniform minimum standards and guidelines for financial accounting and reporting issued by the Federal Accounting Standards Advisory Board that serve to achieve some level of standardization. See http://wvvw.fasab.gov/accepted.html. HM -1 — Hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law whether it is disturbed by PROJECT or not. HM -2 — Hazardous material (including, but not limited to, hazardous waste) that may require removal and disposal pursuant to federal or state law only if disturbed by PROJECT. HM MANAGEMENT ACTIVITIES — Management activities related to either HM -1 or HM -2 including, without limitation, any necessary manifest requirements and disposal facility designations. IMPLEMENTING AGENCY — The PARTNER responsible for managing the scope, cost, and schedule of a PROJECT COMPONENT to ensure the completion of that component. IQA (Independent Quality Assurance) — Ensuring that IMPLEMENTING AGENCY's quality assurance activities result in WORK being developed in accordance with the applicable standards and within an established Quality Management Plan (QMP). IQA does not include any work necessary to actually develop or deliver WORK or any validation by verifying or rechecking work performed by another partner. NEPA (National Environmental Policy Act of 1969) — The federal act that establishes a national policy for the environment and a process to disclose the adverse impacts of projects with a federal nexus. OBLIGATION COMPLETION — PARTNERS have fulfilled all OBLIGATIONS included in this agreement, and all amendments to this agreement, and have signed a COOPERATIVE AGREEMENT CLOSURE STATEMENT. OBLIGATIONS — All responsibilities included in this agreement. OBLIGATIONS COST — See COST. OMB (Office of Management and Budget) — The federal office that oversees preparation of the federal budget and supervises its administration in Executive Branch agencies. PACT Version 10.1.2011_02_17 15 of 20 District Agreement 08-1515 PARTNER — Any individual signatory party to this agreement. PARTNERS — The term that collectively references all of the signatory agencies to this agreement. This term only describes the relationship between these agencies to work together to achieve a mutually beneficial goal. It is not used in the traditional legal sense in which one PARTNER's individual actions legally bind the other partners. PROJECT — The undertaking to complete the construction of the Interstate 15/State Route 79S Interchange Improvements. PROJECT COMPONENT — A distinct portion of the planning and project development process of a capital project as outlined in California Government Code, section 14529(b). • PID (Project Initiation Document) — The activities required to deliver the project initiation document for PROJECT. • PA&ED (Project Approval and Environmental Document) — The activities required to deliver the project approval and environmental documentation for PROJECT. • PS&E (Plans, Specifications, and Estimate) — The activities required to deliver the plans, specifications, and estimate for PROJECT. • R/W (Right of Way) SUPPORT —The activities required to obtain all property interests for PROJECT. • R/W (Right of Way) CAPITAL — The funds for acquisition of property rights for PROJECT. • CONSTRUCTION SUPPORT — The activities required for the administration, acceptance, and final documentation of the construction contract for PROJECT. • CONSTRUCTION CAPITAL — The funds for the construction contract. PROJECT COST — See COST. PROJECT MANAGEMENT PLAN — A group of documents used to guide a project's execution and control throughout that project's lifecycle. QMP (Quality Management Plan) — An integral part of the Project Management Plan that describes IMPLEMENTING AGENCY's quality policy and how it will be used. RESIDENT ENGINEER — A civil engineer licensed in the State of California who is responsible for construction contract administration activities. Said engineer must be independent of the design engineering company and the construction contractor. SAFETEA-LU — Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users SCOPE SUMMARY — The attachment in which each PARTNER designates its commitment to specific scope activities within each PROJECT COMPONENT as outlined by the Guide to PACT Version 10.1.2011_02_17 16 of 20 District Agreement 08-1515 Capital Project Delivery Workplan Standards (previously known as WBS Guide) available at http://www.dot.ca.gov/hq/projmgmt/guidance.htm. SHS (State Highway System) — All highways, right of way, and related facilities acquired, laid out, constructed, improved, or maintained as a state highway pursuant to constitutional or legislative authorization. SPONSOR — Any PARTNER that accepts the responsibility to establish scope of PROJECT and the obligation to secure financial resources to fund PROJECT. SPONSOR is responsible for adjusting the PROJECT scope to match committed funds or securing additional funds to fully fund the PROJECT scope. If a PROJECT has more than one SPONSOR, funding adjustments will be made by percentage (as outlined in Responsibilities). Scope adjustments must be developed through the project development process and must be approved by CALTRANS as the owner/operator of the SHS. SFM (State Furnished Material) — Any materials or equipment supplied by CALTRANS. WORK — All scope activities included in this agreement. CONTACT INFORMATION The information provided below indicates the primary contact data for each PARTNER to this agreement. PARTNERS will notify each other in writing of any personnel or location changes. Contact information changes do not require an amendment to this agreement. The primary agreement contact person for CALTRANS is: Robert So, Project Management Office Chief 464 West 4th Street, 6th Floor, (MS 1229) San Bernardino, California 92401-1400 Office Phone: (909) 383-4513 Mobile Phone: (951) 288-4420 Fax Number: (909) 383-6938 Email: robert.so@dot.ca.gov The primary agreement contact person for CITY is: Avlin Odviar, Senior Engineer 41000 Main Street Temecula, California 92590 Office Phone: (951) 693-3969 Email: Avlin.Odviar@cityoftemecula.org PACT Version 10.1.2011_02_17 17 of 20 District Agreement 08-1515 SIGNATURES PARTNERS declare that: 1. Each PARTNER is an authorized legal entity under California state law. 2. Each PARTNER has the authority to enter into this agreement. 3. The people signing this agreement have the authority to do so on behalf of their public agencies. STATE OF CALIFORNIA CITY OF TEMECULA DEPARTMENT OF TRANSPORTATION APPROVED APPROVED By: By: Raymond W. Wolfe, PhD Chuck Washington District Director Mayor Date: Date: By: CERTIFIED AS TO FUNDS: Susan W. Jones, MMC CITY Clerk By: Date: Lisa Pacheco Budget Manager Date: PACT Version 10.1.2011_02_17 APPROVED AS TO FORM AND PROCEDURE By: Peter M. Thorson CITY Attorney Date: DB 18 of 20 08-R IV -15-3.00/4.00 EA: 43230 Federal Funds District Agreement 08-1515 Project Number 0800000668 SCOPE SUMMARY d' Iii (O 1s. CO C 0 .:00._ a %Z v a d D CALTRANS J U a 5 270 Construction Engineering and General Contract Administration X 10 Construction Staking Package and Control X 15 Construction Stakes X 20 Construction Engineering Work X 25 Construction Contract Administration Work X 05 Secured Lease for Resident Engineer Office Space or Trailer X 10 Set Up Construction Project Files X 15 Pre -Construction Meeting X 20 Progress Pay Estimates X 25 Weekly Statement of Working Days X 30 Construction Project Files and General Field Office Clerical Work X 35 Labor Compliance Activities X 40 Approved Subcontractor Substitutions X 45 Coordination X 50 Civil Rights Contract Compliance X 99 Other Construction Contract Administration Products X 30 Contract Item Work Inspection X 35 Construction Material Sampling and Testing X 05 Materials Sampling and Testing for Quality Assurance X 10 Plant Inspection for Quality Assurance X 15 Independent Assurance Sampling and Testing X 20 Source Inspection X 40 Safety and Maintenance Reviews X 45 Relief From Maintenance Process X 55 Final Inspection and Acceptance Recommendation X 60 Plant Establishment Administration X 65 Transportation Management Plan Implementation During Construction X 80 Long -Term Environmental Mitigation/Mitigation Monitoring During Construction Contract X 99 Other Construction Engineering and General Contract Administration X 5 275 Construction Engineering and General Contract Administration of Structures Work X 5 285 Contract Change Order Administration X 5 290 Resolve Contract Claims X 5 295 Accept Contract, Prepare Final Construction Estimate, and Final Report X 4 300 Final Right of Way Engineering X PACT Version 10.1.2011_02_17 19 of 20 08-RIV-15-3.00/4.00 EA: 43230 Federal Funds District Agreement 08-1515 Project Number 0800000668 FUNDING SUMMARY Funding Source Funding Partner 0 O.t 1- co c u_ CON Capital z Q 0 U) Subtotal Support Subtotal Capital Subtotal Funds Type FEDERAL CITY DEMO LU $1,600,000 $0 $0 $1,600,000 $1,600,000 LOCAL CITY City (Matching) $400,000 $0 $0 $400,000 $400,000 LOCAL CITY City $21,700,000 $1,481,000 $1,481,000 $21,700,000 $23,181,000 Subtotals by Component $23,700,000 $1,481,000 $1,481,000 $23,700,000 $25,181,000 PACT Version 10.1.2011_02_17 20 of 20 RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING A CONSTRUCTION COOPERATIVE AGREEMENT, NO. 08-1515, BETWEEN THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION (CALTRANS) AND THE CITY OF TEMECULA FOR THE CONSTRUCTION OF THE INTERSTATE 15/STATE ROUTE 79 SOUTH INTERCHANGE IMPROVEMENTS THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. The City Council hereby finds, determines, and declares that: A. The Interstate 15/State Route 79 South Interchange Improvements Project (Project) includes proposed freeway improvements to Interstate 15. B. In California, construction contracts for freeway improvements are advertised, awarded, and administered (AAA) by Caltrans. C. At its discretion, Caltrans may delegate the AAA activities to a local agency. D. In letter dated January 12, 2011, the City requested authorization to perform the AAA activities for the Project. E. In letter dated August 22, 2011, Caltrans approved the City's request. F. Construction Cooperative Agreement No. 08-1515 establishes the general conditions, methods, and procedures, including the responsibilities of each agency, for implementation of the construction of the Project. Section 2. Approval of the Construction Cooperative Agreement. Based on the findings set forth in this Resolution, the City Council hereby approves the Construction Cooperative Agreement No. 08-1515 between the State of California, acting through its Department of Transportation, and the City of Temecula, and authorizes the Mayor to execute said Agreement. Section 3. Certification. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2012. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 12- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2012, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk Item No. 16 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: Plans and Specifications and Authorization to Solicit Construction Bids for the Citywide Pavement Rehabilitation Program, Margarita Road Project 2, Avenida Barca to Solana Way, Project Number PW10-09 PREPARED BY: Amer Attar, Principal Engineer Jon Salazar, Associate Engineer RECOMMENDATION: 1. Approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Citywide Pavement Rehabilitation Program, Margarita Road Project 2, Avenida Barca to Solana Way, Project Number PW10-09; 2. Make a finding that this project is exempt from CEQA per Section 15302, Class 1 of the CEQA Guidelines. BACKGROUND: As part of the Capital Improvement Program and Budget for Fiscal Year 2011-2012, the City Council approved appropriations to support a Citywide Pavement Rehabilitation Program that would implement the recommended maintenance activities identified in the previously completed Pavement Management System (PMS). The PMS prioritized the areas in need of repairs and identified the recommended method for these repairs. Using the PMS, staff selected several locations throughout the City based on its ranking on the PMS report, economy of scale and the available budget. The Margarita Road Project 2, Avenida Barca to Solana Way, was selected for rehabilitation at this time. Plans and specifications are complete and the project is ready to be advertised for construction bids. The contract documents are available for review in the office of the Director of Public Works. The Engineer's Construction Estimate for Margarita Road, Project 2 is $3,955,000. FISCAL IMPACT: The Citywide Pavement Rehabilitation Program is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2012-2016 and is funded by Measure A and Capital Projects Reserves. Adequate funds are available in the project accounts to construct the project. ATTACHMENTS: 1. Project Description 2. Location Map 2015-16 2013-14 2011-12 re-rkver,t4,&0i, City of PAVEMENT REHABILITATION PROGRAM CITYWIDE Circulation Project Project Description: Project will include the environmental processing, design, construction of pavement rehabilitation, and reconstruction of major streets as recommended in the Pavement Management System. Benefit: Project will improve pavement conditions so that the transportation needs of the public, business industry, and government can be met. Project Status: This project is ongoing. Department: Public Works Account No. 210.165.655 Priority: 1 Project Cost: Actuals to Date 2011-12 2012-13 2013-14 2014-15 2015-16 Future Total Project Years Cost Administration $ 49,076 $ 309,606 $ 160,000 $ 160,000 $ 160,000 $ 160,000 $ 998,682 Construction $8,931,000 $ 4,570,000 $ 4,570,000 $ 4,570,000 $ 4,570,000 $ 27, 211, 000 Construction $244,017 $8,682,022 $ 1,191,157 $ 1,214,980 $ 1,239,280 $ 12, 571, 456 Engineering $ 98,645 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 298,645 Design $194,941 $ 168,897 $ 230,000 $ 230,000 $ 230,000 $ 230,000 $ - $ 1,283,838 Totals $244,017 $9,508,148 $ 5,010,000 $ 5,010,000 $ 5,010,000 $ 5,010,000 $ - $ 29, 792,165 Actuals Source of Funds: to Date 2011-12 2012-13 2013-14 2014-15 2015-16 Future Total Project Years Cost Capital Project Reserves $ 826,126 $ 5,010,000 $ 5,836,126 Measure A $244,017 $8,682,022 $ 1,191,157 $ 1,214,980 $ 1,239,280 $ 12, 571, 456 Unspecified* $ 3,818,843 $ 3,795,020 $ 3,770,720 $ 11, 384, 583 Total Funding: $244,017 $9,508,148 $ 5,010,000 $ 5,010,000 $ 5,010,000 $ 5,010,000 $ - $ 29, 792,165 Future Operation & Maintenance Costs: 2012-13 *Project cannot be constructed until a funding source is identified. 71 2014-15 THE CITY OF Itr = TEMECULA 19. 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THIS MAP IS NOT TO BE USED FOR NAVIGATION. Legend - City Streets Parcels Scale: 1:10,785 Item No. 17 Approvals City Attorney Director of Finance ikA City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: Amendment to the City's Proposition 1B Spending Plan and Reject All Bids for the Citywide Crackfill Project, FY10-11, Project No. PW 11-04 PREPARED BY: Avlin R. Odviar, Senior Engineer - CIP William Becerra, Associate Engineer - CIP RECOMMENDATION: 1. Approve an amendment to the City's Proposition 1B Spending Plan for FY 2008-09 to remove the Citywide Crackfill Project FY 2010-2011, and include the Citywide Slurry Project FY 2011-2012, Portions of Paseo Del Sol, California Sunset, Rainbow Canyon and Starlight Ridge Areas, Project No. PW 11-09; 2. Reject all Construction Bids for Citywide Crackfill Project, FY10-11, Project No. PW 11-04. BACKGROUND: In 2006, California voters approved Proposition 1B (Prop 1B - Transportation Bond/Local Street & Roads), which authorized the sale of over $2 billion in bonds for the rehabilitation and reconstruction of local streets and roads. The State authorized the release of Proposition 1B funds to local agencies in two installments, in Fiscal Years 2007-2008 and 2008-09. In order to receive these funds, the City was required to submit a Spending Plan with a list of projects to the California Department of Finance (DOF). Spending Plans were developed to address city-wide roadway repairs and maintenance needs. The Spending Plans for Fiscal Years 2007-08 and 2008-09 were approved by the City Council on February 28, 2008 and December 16, 2008, respectively. In mid -2008, the City received its first installment of $1.57 million followed by the second installment of $1.45 million in June 2009. Since that time, the City has delivered many of the projects contained in the Spending Plan. Additionally, the Spending Plan has been amended with updates to the project list in order to meet the changing needs of the City. Projects have been added, removed, or otherwise modified to maximize the use of Prop 1B funds received. On November 22, 2011, one such amendment was approved by City Council which added the Citywide Crackfill Project - FY10-11 to the list. In that same action, City Council approved the plans and specifications and authorized the Department of Public Works to solicit construction bids. The project consists of the cleaning and filling of cracks in various asphalt City streets to extend the roadway life. One construction bid was received and publicly opened on Thursday, January 5, 2012. The results were as follows: 1. Graham Contractors, Inc. $440,990 The bid amount is greater that the Engineer's Estimate, $101,000, as well as the amount of Prop 1B funds available ($259,000). After careful consideration, staff recommends the rejection of the bid and the removal of the project from the Spending Plan. The intended scope of work will be completed as part of the City's annual maintenance program. Additionally, staff recommends adding the Citywide Slurry Project to the Spending Plan in order to best and fully utilize the remainder of Prop 1B funds. FISCAL IMPACT: None ATTACHMENTS None Item No. 18 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: Plans and Specifications and Authorization to Solicit Construction Bids for the Citywide Pavement Rehabilitation Program, Project Number PW10-14, Ynez Road (Winchester Road to Solana Way) PREPARED BY: Amer Attar, Principal Engineer Chris White, Assistant Engineer- CIP RECOMMENDATION: 1. Approve the plans and specifications and authorize the Department of Public Works to solicit construction bids for the Citywide Pavement Rehabilitation Program, Project Number PW10-14; 2. Make a finding that this project is exempt from CEQA per Section 15302, Class 1 of the CEQA Guidelines. BACKGROUND: As part of the Capital Improvement Program and Budget for Fiscal Year 2011-2012, the City Council approved appropriations to support a Citywide Pavement Rehabilitation Program that would implement the recommended maintenance activities identified in the previously completed Pavement Management System (PMS). The PMS prioritized the areas in need of repairs and identified the recommended method for these repairs. Using the PMS, staff selected several locations throughout the City based on its ranking on the PMS report, economy of scale and the available budget. The section of Ynez Road from Winchester Road to Solana Way was selected for rehabilitation at this time. Plans and specifications are complete and the project is ready to be advertised for construction bids. The contract documents are available for review in the office of the Director of Public Works. The Engineer's construction estimate for Ynez Road is $ 2,449,500. FISCAL IMPACT: The Citywide Pavement Rehabilitation Program is identified in the City's Capital Improvement Program (CIP) budget for Fiscal Years 2012-2016 and is funded with Measure A and Capital Projects Reserves. Adequate funds are available in the project accounts to construct this project. ATTACHMENTS: 1. Project Description 2. Location Map 2013-14 2011-12 CITY OF TEMECULA PAVEMENT REHABILITATION PROGRAM—CITYWIDE Circulation Project Project Description: Project will include the environmental processing, design, construction of pavement rehabilitation, and reconstruction of major streets as recommended in the Pavement Management System. Benefit: Project will improve pavement conditions so that the transportation needs of the public, business industry, and government can be met. Project Status: This project is ongoing. Department: Public Works—Account No. 210.165.655 Priority: 1 Project Cost: Actua Is to Date 2011-12 2012-13 2013-14 2014-15 2015-16 Future Total Project Years Cost Administration $ 49,076 $ 309,606 $ 160,000 $ 160,000 S 160,000 $ 160.000 $ 998,682 Construction $8,931,000 $ 4,570,000 $ 4,570,000 S 4,570,000 $ 4,570,000 $27,211,000 Construction $244,017 $8,682,022 $ 1,191,157 $1,214,980 $ 1,239,280 $ 12,571,456 Engineering $ 98,645 $ 50,000 $ 50,000 S 50,000 $ 50,000 $ 298,645 Design S 194.941 $ 168,897 $ 230,000 $ 230.000 S 230,000 $ 230.000 $ $ 1,283,838 Totals S244 017 S 9,508.148 $ 5.010.000 S 5.010 000 S 5.010.000 $ 5,010,000 S - 5 29.792.165 Source of Funds: to Date Actua Is 2011-12 2012-13 2013-14 2014-15 2015-16 Future Total Project Years Cost Capital Project Reserves $ 826,126 S 5.010 000 $ 5,836,126 Measure A $244,017 $8,682,022 $ 1,191,157 $1,214,980 $ 1,239,280 $ 12,571,456 Unspecified* $ 3,818,843 5 3,795,020 $ 3,770,720 $ 11,384,583 Total Funding: S244 017 $9,508.148 $ 5.010.000 5 5.010.000 S 5 010.000 $ 5,010,000 $ $ 29.792.165 Future Operation & Maintenance Costs: 2012-13 *Project cannot be constructed until a funding source is identifed. 63 2014-15 2015-16 THE CITY OF TEMECULA "OH Traditions, New Opportunities" Location Map-Ynez Road 0 - si...\/ t „F. x, 441. SIN $yr'sr.4: It tCo 1111111ria Ai ii n O.. 114 ignition*, ifir 11 1/41,11 ausual wr � _�ru� rrr li Min �1V!VI N. 4. im 147ii am m iii. *110111 111! 111 `yam 1 4? ill .apit l 1400 2800 4200 ft. Map center: 6285152, 2134663 This map is a user generated static output from an Internet mapping site and is for general reference only. Data layers that appear on this map may or may not be accurate, current, or otherwise reliable. THIS MAP IS NOT TO BE USED FOR NAVIGATION. Legend - City Streets Parcels Scale: 1:14,424 Item No. 19 Approvals City Attorney Director of Finance City Manager CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: Purchase and Sale Agreement with the Coop Family Trust for Murrieta Creek Bridge and Overland Drive Extension to Diaz Road, Project Number PW00-26 PREPARED BY: Amer Attar, Principal Engineer Beryl Yasinosky, Management Analyst RECOMMENDATION: Adopt a resolution entitled: RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY OF TEMECULA AND DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON IN CONNECTION WITH THE MURRIETA CREEK BRIDGE AND OVERLAND DRIVE EXTENSION TO DIAZ ROAD — PROJECT NUMBER PW00-26 The subject Resolution would approve, in substantially the form attached, the Purchase and Sale Agreement and Joint Escrow Instructions between the City of Temecula and Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common for the acquisition of the real property commonly known as 27498 Enterprise Circle West, Temecula, and identified as Assessor's Parcel Number 921-480-020. 1. Authorize the City Manager to approve and execute any necessary documents and to take all necessary actions to complete this acquisition, including without limitation, the approval and execution of all documents referenced in the Purchase and Sale Agreement and all escrow instructions. 2. Authorize the Finance Director to issue a warrant for the sum of $837,075 plus escrow fees for deposit with the Escrow Holder First American Title Insurance to complete the transaction. Escrow fees are estimated not to exceed $15,000. BACKGROUND: The Murrieta Creek Bridge and Overland Drive Extension to Diaz Road — Project Number PW00-26 ("Proposed Project") is identified in the City's Capital Improvement Program for Fiscal Years 2012-2016. The Proposed Project would extend Overland Drive from Commerce Center Drive to Diaz Road with a new bridge over Murrieta Creek. The purpose of the Proposed Project is to improve safety and traffic circulation in the area. The Proposed Project would require the acquisition of certain real property interests from six parcels. The Proposed Project would require the acquisition of an approximate 14,231 square foot permanent easement ("permanent easement") on the real property commonly known as 27498 Enterprise Circle West, and identified as Riverside County Assessor's Parcel Number (APN) 921-480-020 ("Subject Property") for public street purposes and all uses necessary or convenient thereto. The Subject Property is approximately 18,149 square feet in size and is improved with a 6,665 square foot industrial building. The Proposed Project would require the demolition of the easterly 4,570 square foot portion of the 6,665 square foot industrial building and would create an approximate 3,917 square foot remainder parcel. The City's appraiser concluded that, in the after condition, the size of the remainder parcel would be significantly reduced and the improvements significantly impacted. Thus, the appraiser concluded that the approximate 3,917 square foot property remaining after construction of the Proposed Project would be of little or no utility or economic value to the record owners and thus this area constituted an "uneconomic remnant". This uneconomic remnant would not satisfy the minimum lot size for building in the City's Service Commercial (SC) zone, building set back, site coverage or parking requirements. Pursuant to Government Code Section 7267.2, on March 22, 2011 the City Council set just compensation for the permanent easement and the Subject Property at the fair market value as determined by the City's independent appraiser based on a February 7, 2011 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and to negotiate the acquisition of the Subject Property for the construction for the Proposed Project. On May 11, 2011, the City extended a written offer to the record owners Donald W. Coop and Jennean Coop Trustees of the Coop Family Trust u/t/d February 2, 2004 to purchase the Subject Property at the fair market value established by the City's independent appraiser. Mr. Coop informed City staff that Mrs. Coop had passed away. Counsel for the Coop Family Trust confirmed that Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common (referred to below as the "Coop Family Trust") are the correct record owners of the Subject Property. Counsel for the Coop Family Trust confirmed that the Coop Family Trust will record the relevant conveyance and title documents during the course of the proposed escrow to ensure that the Coop Family Trust conveys clear title to the City. City staff will work with the escrow officer to verify that all necessary documents are recorded. As shown on the attached Purchase and Sale Agreement, the Coop Family Trust and City staff negotiated the details of the City's acquisition of the Subject Property, subject to approval by the City Council. The total purchase price for the Property is $837,075, which is within the amount the City Council previously authorized for negotiation and purchase of the Subject Property. The Coop Family Trust also requested as additional consideration salvage rights that they would exercise as provided in the Purchase and Sale Agreement. The Coop Family Trust agreed to sell the Subject Property in fee and informed City staff that the record owners do not wish to retain the uneconomic remnant described above. Further, the Subject Property is occupied by two business tenants. The Purchase and Sale Agreement provides for the assignment of the month-to-month lease interests for these two businesses that currently occupy the Subject Property. The City's relocation consultant is working with the business owners to provide applicable relocation assistance and benefits in accordance with the California Relocation Law (Government Code Section 7260 et seq.) and the California Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations). The Purchase and Sale Agreement provides that the Purchase Price of $837,075 does not include compensation for certain improvements to the realty or loss of goodwill, if any, that the business owners may be entitled to receive. The City would review and approve any such payments to the business owners for relocation benefits, improvements pertaining to the realty and loss of goodwill at a later date when the relevant information is available to City staff. The environmental effects of the acquisition of the Subject Property were studied as an integral part of the Negative Declaration for Environmental Assessment No. 75 approved for the Proposed Project. The findings made by the City Council at its meeting on February 27, 2001 in approving the Negative Declaration for Environmental Assessment No. 75 are the appropriate findings for the acquisition of the Subject Property. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Proposed Project, including, but not limited to, the Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report relating to the approval of the Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Proposed Project, no substantial changes have occurred in the circumstances under which the project is undertaken, and that the City has obtained no new information of substantial importance that would require further environmental analysis, including the fact that no mitigation measures previously found not to be feasible would in fact be feasible. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property. FISCAL IMPACT: The Murrieta Creek Bridge & Overland Drive Extension to Diaz Road Project — Project Number PW00-26 is identified in the City's Capital Improvement Program and is funded with DIF - Streets. Adequate funds for this acquisition are available in project account number 210.165.602.5700. ATTACHMENTS: 1. Resolution No. 12- 2. Purchase and Sale Agreement and Exhibits to Agreement RESOLUTION NO. 12- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA APPROVING THAT CERTAIN AGREEMENT ENTITLED PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY OF TEMECULA AND DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON IN CONNECTION WITH THE MURRIETA CREEK BRIDGE AND OVERLAND DRIVE EXTENSION TO DIAZ ROAD — PROJECT NUMBER PW00-26 THE CITY COUNCIL OF THE CITY OF TEMECULA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. Findings. A. The Murrieta Creek Bridge and Overland Drive Extension to Diaz Road Project — Project Number PW00-26 ("Proposed Project") is identified in the City's Capital Improvement Program for Fiscal Years 2012-2016. The Proposed Project would extend Overland Drive from Commerce Center Drive to Diaz Road with a bridge over Murrieta Creek. The purpose of the Proposed Project is to improve safety and traffic circulation in the area. B. The construction of the Proposed Project would require the acquisition of certain real property interests from six parcels. The Proposed Project would require the acquisition of an approximate 14,231 square foot permanent easement ("permanent easement") on the real property commonly known as 27498 Enterprise Circle West, and identified as Riverside County Assessor's Parcel Number (APN) 921-480-020 ("Subject Property") for public street purposes and all uses necessary or convenient thereto. The Subject Property is approximately 18,149 square feet in size and is improved with a 6,665 square foot industrial building. The Proposed Project would require the demolition of the easterly 4,570 square foot portion of the 6,665 square foot industrial building and would create an approximate 3,917 square foot remainder parcel. The City's appraiser concluded that, in the after condition, the size of the remainder parcel would be significantly reduced and the improvements significantly impacted. Thus, the appraiser concluded that the approximate 3,917 square foot property remaining after construction of the Proposed Project would be of little or no utility or economic value to the record owners and thus this area constituted an "uneconomic remnant". This uneconomic remnant would not satisfy the minimum lot size for building in the City's Service Commercial (SC) zone, building set back, site coverage or parking requirements. One of the parcels that the Proposed Project would impact is the real property commonly known as 27498 Enterprise Circle West, and identified as Riverside County Assessor's Parcel Number (APN) 921-480-020, which is an approximate 18,149 square foot parcel improved with a 6,665 square foot industrial building ("Subject Property"). C. Pursuant to Government Code Section 7267.2, on March 22, 2011, the City Council set just compensation for the permanent easement and the Subject Property at the fair market value as determined by the City's independent appraiser based on a February 7, 2011 date of value. The City Council also authorized the Director of Public Works/City Engineer to make offers and negotiate the acquisition of the Subject Property. D. On May 11, 2011 the City extended a written offer to Donald W. Coop and Jennean Coop Trustees of the Coop Family Trust u/t/d February 2, 2004, the record owner of the Property, offering to purchase the Subject Property at the fair market value. Based on the impact of the Proposed Project on the Subject Property and the valuation analysis discussed above, the City offered to purchase the Subject Property in fee. Mr. Coop informed City staff that Mrs. Coop had passed away. Counsel for the Coop Family Trust confirmed that Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common (referred to below as the "Coop Family Trust") are the correct record owners of the Subject Property. Counsel for the Coop Family Trust confirmed that the Coop Family Trust will record the relevant conveyance and title documents during the course of the proposed escrow to ensure that the Coop Family Trust conveys clear title to the City. E. The Coop Family Trust and City staff negotiated the City's proposed purchase of the Subject Property and reached an agreement for the City's acquisition in fee of the Subject Property for the total purchase price of $837,075.00 (Eight Hundred Thirty-seven Thousand and Seventy-five Dollars), subject to the approval of the City Council. The purchase price is within the amount the City previously authorized for the negotiation and purchase of the Subject Property. The Coop Family Trust agreed to sell the Subject Property in fee and informed City staff that the record owners do not wish to retain the uneconomic remnant described above. Further, the Coop Family Trust requested as additional consideration for the City' acquisition of the Subject Property, salvage rights in connection with the Subject Property with the right to remove hardware, doors, electrical fixtures, and miscellaneous re -usable material from the Subject Property after the Subject Property is vacant and no longer occupied by any lessees. The Agreement would require the City to provide to the Coop Family Trust at least ten (10) calendar days written notice prior to the date of the City's demolition of the improvements on the Subject Property. The Coop Family Trust would have from the date of receipt of said written notice from the City regarding the date of demolition up to twenty-four (24) hours prior to the date of demolition to enter on the Property and exercise their salvage rights. F. At its meeting of February 27, 2001, the City Council approved the Negative Declaration for Environmental Assessment No. 75 for the temporary low flow crossing at Murrieta Creek and the proposed permanent crossing of Murrieta Creek, which is the Proposed Project. The City Council found that based on the record before it (1) the Negative Declaration for Environmental Assessment No. 75 was prepared in compliance with California Environmental Quality Act ("CEQA"); (2) there is no substantial evidence that the Proposed Project will have a significant effect on the environment that cannot be adequately and feasibly mitigated; and (3) the Negative Declaration for Environmental Assessment No. 75 reflects the independent judgment and analysis of the City Council. Section 2. Approval of Purchase and Sale Agreement. The City Council of the City of Temecula hereby approves that certain agreement entitled "Purchase and Sale Agreement and Joint Escrow Instructions Between the City of Temecula and Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common in connection with the Murrieta Creek Bridge and Overland Drive Extension to Diaz Road — Project Number PW00-26", with such changes in the Agreement as may be mutually agreed upon by the Coop Family Trust and the City Manager as are in substantial conformance with the form of such Agreement on file in the Office of the City Clerk. The Mayor is hereby authorized to execute the Agreement on behalf of the City. A copy of the final Agreement when executed by the Mayor shall be placed on file in the Office of the City Clerk. This approval of the Agreement is not an announcement of the City's intent to acquire any other real property interests for the Proposed Project and does not commit the City to acquire any other real property interests for the Proposed Project. Section 3. City Manager's Authority. The City Manager (or his designee), is hereby authorized, on behalf of the City, to take all actions necessary and convenient to carry out and implement the Agreement, and to Administer the City's obligations, responsibilities and duties to be performed under the said Agreement, including but not limited to, approval and execution on behalf of the City of assignment of leases, right of entry and access agreement, grant deeds, acceptances, escrow instructions, certificates, estoppel letters, and other similar agreements and documents as contemplated by or described in the Agreement or as necessary and convenient to implement the Agreement. Section 4. Environmental Analysis. The environmental effects of the acquisition of the Subject Property were studied as an integral part of the Negative Declaration for Environmental Assessment No. 75 approved for the Proposed Project. The findings made by the City Council at its meeting on February 27, 2001 in approving the Negative Declaration for Environmental Assessment No. 75 are the appropriate findings for the acquisition of the Subject Property. In connection with the attached Agreement, City staff reviewed all of the environmental documentation prepared in connection with the Proposed Project, including, but not limited to, the Negative Declaration, the initial environmental study, the mitigation monitoring program and agenda report relating to the approval of the Negative Declaration. Pursuant to the criteria of Section 15162 of the CEQA Guidelines and Section 21166 of the Public Resources Code, City staff concluded that no substantial changes have occurred in the Proposed Project, no substantial changes have occurred in the circumstances under which the project is undertaken, and that the City has obtained no new information of substantial importance that would require further environmental analysis, including the fact that no mitigation measures previously found not to be feasible would in fact be feasible. These environmental findings are the appropriate findings with respect to the proposed acquisition of the Subject Property. Section 5. Certification. The City Clerk shall certify the adoption of this Resolution. PASSED, APPROVED, AND ADOPTED by the City Council of the City of Temecula this 14th day of February, 2012. Chuck Washington, Mayor ATTEST: Susan W. Jones, MMC City Clerk [SEAL] STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, MMC, City Clerk of the City of Temecula, do hereby certify that the foregoing Resolution No. 12- was duly and regularly adopted by the City Council of the City of Temecula at a meeting thereof held on the 14th day of February, 2012, by the following vote: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: Susan W. Jones, MMC City Clerk PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS BETWEEN THE CITY OF TEMECULA AND DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON IN CONNECTION WITH THE MURRIETA CREEK BRIDGE AND OVERLAND DRIVE EXTENSION TO DIAZ ROAD, PROJECT NUMBER PW00-26 This Purchase and Sale Agreement and Joint Escrow Instructions Between the City of Temecula and Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common in connection with the Murrieta Creek Bridge and Overland Drive Extension to Diaz Road, Project Number PW00-26 ("Agreement") is dated and entered into as of , 2012 ("effective date") by and between DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON (referred to below collectively as "Sellers") and the CITY OF TEMECULA, a municipal corporation (referred to below as "Buyer" or "City"), and constitutes an agreement to purchase and sell real property between the parties and the parties' joint escrow instructions directed to First American Title Insurance Company ("Escrow Holder"). RECITALS A. Sellers are the record fee owners of the real property commonly known as 27498 Enterprise Circle West in the City of Temecula, and identified as Riverside County Tax Assessor's Parcel Number 921-480-020, which is an approximate 18,149 square feet parcel improved with an approximate 6,665 square foot industrial building (referred to below as the "Property"). The Property includes all of the interest of Sellers in and all rights and appurtenance pertaining to such property, including any right, title and interest of Seller in and to adjacent streets, alleys or rights of way. The Property is more particularly described on Exhibit "A" hereto and depicted on Exhibit "B" hereto. B. On May 11, 2011, the City sent a written offer to Donald W. Coop and Jennean Coop, Trustees of the Coop Family Trust u/t/d February 2, 2004, the record fee owners of the Property at the time the offer was made, pursuant to Government Code Section 7267.2 to purchase certain real property interests on the larger parcel for a public use, namely for the City's -1- 11086-016611401993t2.doc proposed construction of the proposed Murrieta Creek Bridge and Overland Drive Extension to Diaz Road, Project Number PW00-26 ("Proposed Project"). The Proposed Project would extend Overland Drive from Commerce Center to Diaz Road with a bridge over Murrieta Creek. The purpose of the Proposed Project is to improve safety and traffic circulation in the area. C. The City's offer letter explained that the construction of the Proposed Project would require the acquisition of an approximate 14,231 square foot permanent easement on the Property for public street purposes and all uses necessary or convenient thereto. The Proposed Project would require the demolition of the existing 6,665 square foot industrial building and would create an approximate 3,917 square foot remainder parcel. The City's offer further explained that the appraisers concluded that in the after condition, the size of the remainder parcel would be significantly reduced and the improvements significantly impacted. Thus, the appraisers concluded that the approximate 3,917 square foot remainder property remaining after construction of the Proposed Project would be of little or no utility or economic value to Sellers and that this area constituted an "uneconomic remnant". This uneconomic remnant would not satisfy the minimum lot size for building in the City's Service Commercial (SC) zone, building set back, site coverage or parking requirements. Accordingly, the City offered to purchase the Property in fee. Sellers informed Buyer that they did not wish to retain the uneconomic remnant and agreed to sell to Buyer the Property in fee. D. The parties acknowledge that the City is authorized to acquire real property by eminent domain for a public use, including public street purposes and all uses necessary or convenient thereto, pursuant to the authority conferred upon the City of Temecula by California Constitution Article 1, Section 19, California Government Code Sections 37350, 37350.5, 37351, 40401 and 40404 and California Code of Civil Procedure Section 1230.010 et seq. (Eminent Domain Law). The parties also acknowledge that the Proposed Project is a public use for which Buyer has the authority to exercise the power of eminent domain. The parties further acknowledge that the City Council of the City of Temecula, as the City's governing body, has sole discretion to make the findings required by Code of Civil Procedure Section 1240.030 for the adoption of a resolution of necessity pursuant to the Eminent Domain Law. (Code of Civil Procedure Section 1245.220). If Seller and the City had not reached an agreement for the City's purchase of the Property, City staff would have recommended to the City Council that it consider the adoption of a resolution of necessity authorizing the initiation of eminent domain proceedings to acquire the Property in accordance with the Eminent Domain Law. The City Council, however has the exclusive and sok discretion to adopt a resolution of necessity. The adoption of any such resolution of necessity would require the City's compliance with applicable law, including Government Code Section 7260 et seq. and the Eminent Domain Law. Sellers are solely responsible for consulting their tax advisors or seeking a letter ruling from the Internal Revenue Service regarding the applicability of 26 U.S.C. Section 1033 to Sellers' sale of the Property to the City. The City makes no express or implied representation regarding the applicability of 26 U.S.C. Section 1033 to this transaction. E. Sellers desire to sell, and Buyer desires to buy, the Property, including all improvements thereon, in fee on the terms and conditions set forth herein. NOW THEREFORE, in consideration of the above Recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt of which is hereby -2- 11086-016611401993v2.doc acknowledged, Buyer and Sellers agree to the following: 1. Purchase and Sale; Assignment of Leases. On the Close of Escrow (as defined in Section 2 below), Sellers agree to (i) sell the Property in fee to Buyer, and (ii) assign to Buyer all of Sellers' interest in the Leases (as hereafter defined), and Buyer agrees to buy the Property in fee from Sellers and accept the assignment of Sellers' interest in the Leases, on the terms and conditions set forth in this Agreement. a. Leases. Sellers covenant that the Sellers covenant that the following two leases are the only leases or subleases affecting the Property (i) the Standard AIR Industrial/Commercial Multi -Tenant Lease — Gross Lease between Sellers and Nathan E. Guy, dba Faith Armory dated September 9, 2008, which is a month-to-month lease for the premises identified as 27498 Enterprise Circle West, #1 & #2, Temecula; and (ii) the Standard AIR Industrial/Commercial Multi -Tenant Lease — Gross Lease between Sellers and Ruben Valloza, dba Audio Evolution dated November 1, 1996, which is month-to-month lease for the premises identified as 27498 Enterprise Circle West, # 3 & #4, Temecula. These Leases are referred to collectively in this Agreement as "Leases". Copies of the Leases are attached as Exhibits "1" and "2", respectively, to the Form of Assignment and Assumption of Lease (Exhibit "D" to this Agreement). 2. Openin2 and Close of Escrow. Within five (5) business days after the effective date of this Agreement, the City will deliver a fully executed certified copy of this Agreement to Escrow Holder. For purposes of this Agreement, Opening of Escrow means the date on which Escrow Holder receives a fully executed certified copy of this Agreement from Buyer and Sellers. The parties can execute the Agreement in counterparts as set forth in Section 21.e. below. Close of Escrow means the date on which the Grant Deed is delivered and recorded in the Official Records of the County of Riverside. The Close of Escrow will occur after the performance of all duties and obligations under this Escrow that are required to take place prior to Close of Escrow. The Close of Escrow will be on the date that is not later than the first business day occurring thirty (30) days after the Opening of Escrow. Before the Close of Escrow, all risk of loss and damage to the Property from any source whatsoever will be solely that of Sellers. 3. Purchase Price and Additional Consideration. a. Purchase Price. The total purchase price that Buyer will pay to Sellers for the Property is the sum of Eight Hundred Thirty-seven Thousand and Seventy-five Dollars ($837,075.00) for the fair market value of the land and improvements on the Property (referred to below as the "Purchase Price"). No attempt has been made to assign value to the lesser interest in the Property. Thus, the Purchase Price is the total price for the Property without distinction or separation for various interests that may be held in the Property. Sellers are responsible for any apportionment or allocation of the Purchase Price if required for any separately held interests that may exist in the Property. b. Additional Consideration. As additional consideration for Buyer's purchase of the Property from Sellers, Buyer agrees that Sellers shall have salvage rights to remove hardware, doors, electrical fixtures, and miscellaneous re -usable material from the -3- 11086-016611401993v2.doc Property after the Property is vacant and no longer occupied by any lessees, as provided below. Sellers acknowledge that Buyer must secure the Property until such time as the City demolishes the improvements for the construction of the Proposed Project. Accordingly, Buyer shall provide Sellers with at least ten (10) calendar days written notice prior to the date of demolition of the improvements on the Property. Sellers shall have from the date of receipt of said written notice from Buyer regarding the date of demolition up to twenty-four (24) hours prior to the date of demolition to enter on the Property and exercise their salvage rights under this Agreement. Sellers shall notify the City of Sellers' intent to exercise its salvage rights by contacting the Director of Public Works/City Engineer prior to exercising their salvage rights under this Agreement. Sellers agree to hold Buyer, its elected and appointed councilmembers, officials, officers, boards, commissions, consultants, agents and employees, and attorneys harmless from any damage or injury suffered by Sellers, Sellers' employees, agents or contractors in connection with Sellers' entry on the Property in connection with Sellers' exercise of their salvage rights or arising out of Sellers' exercise of their salvage rights. 4. Title and Title Insurance. Upon the Opening of Escrow, Escrow Holder will obtain and issue a title commitment for the Property. Escrow Holder will also request two copies each of all instruments identified as exceptions on said title commitment. Upon receipt of the foregoing, Escrow Holder will deliver these instruments and the title commitment to Buyer and Sellers. Escrow Holder will insure Buyer's interest in the Property, which is described above in Section A of the Recitals and on Exhibits "A" and "B" to this Agreement at the Close of Escrow by a CLTA Owner's Standard Coverage Policy of Title Insurance (or an ALTA Extended Coverage Form of Title Policy if Buyer elects such coverage as provided below in Section 4.b.) in the amount of the Purchase Price (the "Policy"). Buyer will pay for the cost of the Policy. a. The Policy provided for pursuant to this Section will insure Buyer's interest in the Property free and clear of all liens, encumbrances, restrictions, and rights-of-way of record, subject only to the following permitted conditions of title ("Permitted Title Exceptions"): i. General and special real property taxes for the then current tax fiscal year that are a lien not then due and payable. ii. The applicable zoning, building and development regulations of any municipality, county, state or federal jurisdiction affecting the Property; and iii. Those non -monetary exceptions approved by Buyer within ten (10) business days after the date Buyer receives the title commitment and legible copies of all instruments noted as exceptions therein. If Buyer unconditionally disapproves any such exceptions, Escrow will thereupon terminate, all funds deposited therein will be refunded to Buyer (less Buyer's share of escrow cancellation charges), and this Agreement will have no further force or effect. If Buyer conditionally disapproves any such exceptions, then Sellers will use Sellers' best efforts to cause such exceptions to be removed by the Close of Escrow. If such conditionally disapproved non -monetary exceptions are not removed by the Close of Escrow, Buyer may, at Buyer's option, either accept the Property subject to such encumbrances, or terminate the Escrow and receive a refund of all funds deposited into Escrow (less Buyer's share of escrow cancellation charges), if any, and this Agreement will thereupon be of no further force -4- 11086-016611401993v2.doc or effect. At the Close of Escrow, Buyer's interest in the Property will be free and clear of all monetary encumbrances. b. Buyer will have the option of obtaining an ALTA Extended Coverage Form Policy of Title Insurance (referred to below as the "ALTA Extended Policy") or a CLTA Standard Coverage Form Owners Policy of Title Insurance. If Buyer, in its sok discretion, determines to obtain an ALTA Extended Policy, Buyer will, at its expense, procure an ALTA survey. Buyer will also pay the cost of any such ALTA Extended Policy. 5. Deposit of Purchase Price and Escrow Funds by Buyer. Buyer covenants and agrees to deposit the Purchase Price with Escrow Holder within 15 business days after the date this Agreement is fully executed by the parties. Buyer covenants and agrees to deposit with Escrow Holder, prior to the Close of Escrow, such funds as are required for Escrow costs and expenses payable by Buyer under this Agreement. 6. Deposit of Documents in Escrow by Sellers. a. Grant Deed. Sellers covenant and agree to deposit with Escrow Holder within 15 business days after the date this Agreement is fully executed by the parties, the Grant Deed granting to City the Property ("Grant Deed") duly executed and acknowledged by Sellers. The form of the Grant Deed is attached as Exhibit "C" to this Agreement and is incorporated in this Agreement by this reference. Buyer will accept said executed Grant Deed prior to recording. b. Conveyance and Necessary Conveyance and Trust Documents to Effect Transfer of Clean Title to the Property. Sellers also covenant and agree to deposit with Escrow Holder within fifteen business days after the date this Agreement is fully executed by the parties, the necessary conveyance and/or trust documents to effect transfer to Buyer of fee simple title to the Property from Sellers, as the successors of Donald W. Coop and Jennean Coop, Trustees of the Coop Family Trust u/t/d February 2, 2004. c. Certification of Non -Foreign Status. Sellers covenant and agree to deliver to Escrow Holder, prior to the Close of Escrow, a certification of Non -Foreign Status in accordance with I.R.C. Section 1445. d. Withholding Exemption Certificate. Sellers covenant and agree to deliver to Escrow Holder, prior to the Close of Escrow, a Withholding Exemption Certificate 593-C as contemplated by California Revenue and Taxation Code Section 18862. e. Assignment of Leases. Sellers covenant and agree to deliver to Escrow an assignment of Leases in the form attached as Exhibit "D" to this Agreement. f. Sellers Estoppel Certificate. Sellers covenant and agree to deposit with Escrow Holder within 15 business days after the date this Agreement is fully executed by the parties, the executed original of the Sellers Estoppel Certificate for the two Leases on the Property (as described in Section 1.a. above) in the form attached collectively as Exhibit "E" to this Agreement. -5- 11086-016611401993v2.doc g. Tenants Estoppel Certificates. Tenants shall deposit with Escrow Holder within 15 business days after the date this Agreement is fully executed by the parties, the executed original of the Tenant Estoppel Certificates for the Leasehold Interest in the form attached collectively as Exhibit "F" to this Agreement. h. Estoppel Certificate from Rancon Commerce Center. Sellers covenant and agree to obtain and deliver to Escrow an estoppel certificate from the Association for the Rancon Commerce Center certifying that the Property and Sellers are not in default under any obligations under any conditions, covenants or restrictions encumbering the Property pursuant to the Declaration of Protective Covenants for Rancon Commerce Center, Phases 2, 3 & 4, Inc. An Industrial/Commercial Business Park recorded on October 14, 1986 as Instrument Number 254851 of Official Records of the County of Riverside, and any and all amendments and or modifications to said Declaration of Protective Covenants. i. Tenant's Consent for the Right of Entry. Sellers covenant and agree to obtain in writing Tenants' consent for the Right of Entry discussed in Section 9 below. The form of the Right of Entry is attached as Exhibit "G" to this Agreement. Tenants' consent is attached as Exhibit "1" to the form of the Right of Entry (Exhibit "G" hereto). j. Proof of Sellers' Authorization. Such proof of Sellers' authorization to enter into this transaction as Escrow Holder may reasonably require to issue the Policy. k. Certification of Trust. Sellers covenant to deliver to Escrow the following items: (i) A certification pursuant to Section 18100.5 of the California Probate Code in a form satisfactory to Escrow Holder demonstrating that are duly authorized to legally bind the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004,and the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004; and (ii) Copies of those excerpts from the original trust documents and amendments thereto that Escrow Holder may require, which designate the trustee and confer upon the trustee the power to act in this transaction. 7. Authorization to Record Documents and Disburse Funds. Escrow Holder is hereby authorized to record the documents and disburse the funds and documents called for hereunder upon the Close of Escrow, provided each of the following conditions has then been fulfilled: a. Escrow Holder can issue in favor of Buyer the Policy, showing the City's fee interest in the Property in favor of Buyer, subject only to the Permitted Title Exceptions. Escrow Holder will use the proceeds of the Purchase Price to obtain a full reconveyance of any monetary liens encumbering the Property, so that the Property is free and clear of monetary liens and encumbrances at the Close of Escrow. Escrow Holder will obtain final approval from Sellers regarding the disbursement of the proceeds prior to disbursing any such proceeds to the holder(s) of the monetary liens encumbering the Property. -6- 11086-016611401993v2.doc b. City will have deposited with Escrow Holder the Purchase Price and Escrow Charges. c. Escrow Holder will have received Buyer's notice of approval or satisfaction or waiver of all of the contingencies to Buyer's obligations hereunder, as provided for below in Section 13; and d. Sellers will have deposited in Escrow the executed Grant Deed and other documents as required by Section 6. Unless otherwise instructed in writing, Escrow Holder is authorized to record at the Close of Escrow any instrument delivered through this Escrow if necessary or proper for issuance of the Policy, including the Grant Deed. 8. Escrow Charges and Prorations. a. Buyer will pay for the cost of the CLTA Owner's Standard Coverage Policy of Title Insurance (or at Buyer's option the cost of the ALTA Extended Policy), Escrow costs and Escrow Holder's customary out-of-pocket expenses for messenger services, long distance telephone, etc. Buyer will pay for recording the Grant Deed, any documentary or other local transfer taxes, and any other recording fees. If the Escrow fails to close through no fault of either party, Buyer will pay all escrow cancellation charges. b. The following shall be apportioned with respect to the Property as of 12:01 a.m., on the day on which the Close of Escrow occurs, as if Buyer were vested with fee title to the Property during the entire day upon which Close of Escrow occurs: (i) rents, if any, as and when collected (the term "rents" in this Agreement includes all payments due and payable by Tenants under the Leases as described in Section 1.a.); (ii) taxes and assessments levied against the Property; (iii) and gas, electricity, and other utility charges, if any, for which Sellers are liable under the Leases with such charges to be apportioned at the Close of Escrow on the basis of the most recent meter reading occurring prior to the Close of Escrow. c. Notwithstanding anything contained in Section 8.b. above: (i) At the Close of Escrow, Sellers shall deliver to Buyer any security deposits actually held by Sellers under the Leases (to the extent any such security deposits are not applied against delinquent rents or otherwise as provided in the Leases). (ii) Any installment of taxes or assessments for the current year paid at or prior to the Close of Escrow shall be prorated based upon the amounts actually paid. If taxes and assessments for the current year have not been paid before the Close of Escrow, Sellers shall be charged at the Close of Escrow an amount equal to that portion of such taxes and assessments that relates to the period before the Close of Escrow and Buyer will pay the taxes and assessments prior to their becoming delinquent. Any such apportionment made with respect to a tax year for which the tax rate or assessed valuation, or both, have not yet been fixed will be based upon the tax rate and/or assessed valuation last fixed. To the extent that the actual taxes and assessments for the current year differ from the amount apportioned at the Close of Escrow, the parties will make all necessary adjustments by appropriate payments between themselves -7- 11086-016611401993v2.doc following the Close of Escrow. Sellers will pay all delinquent taxes and assessments (and any penalties therein) for periods prior to the Close of Escrow, if any, affecting the Property. d. All prorations will be determined on the basis of a 365 -day year. The provisions of this Section 8 will survive the Close of Escrow. 9. Due Diligence Period and Right of Entry and Access Agreement. During the period commencing on the effective date of the Right of Entry and Access Agreement and the Consent of Tenant ("commencement date") and ending at 5:00 p.m. thirty (30) calendar days after said commencement date (referred to as the "Due Diligence Period"), Buyer may inspect the Property as necessary for the purpose of making inspections and other examinations of the Property, including, but not limited to, the right to perform soil and geological tests of the Property and an environmental site assessment thereof. Buyer will give Sellers and Tenants ten (10) hour's written notice before going on the Property. Buyer's physical inspection of the Property shall be conducted during normal business hours. No invasive testing or boring shall be done by Buyer without the prior written notification of Sellers and Sellers' written permission of the same, which permission shall not be unreasonably withheld. To evidence Buyer's right of entry to the Property, the parties shall execute a Right of Entry Agreement in substantially the form attached hereto as Exhibit "G". Pursuant to Section 6 above, Sellers agree to obtain written consent from their Tenant Faith Armory and their Tenant Audio Evolution, the occupants of the Property, in connection with this Right of Entry. The form of the Tenant Consents to Right of Entry are attached collectively as Exhibit "1" to the Right of Entry (Exhibit "G" hereto). 10. Warranties and Representations of Sellers; Indemnity. Sellers hereby represent and warrant to Buyer the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct in all material respects as of the Effective Date. If the Sellers acquire additional knowledge regarding the matters that are the subject of the warranties or representations contained in this Section 10 that would cause any of such warranties or representations to be incorrect in any material respect prior to the Close of Escrow, Sellers shall give prompt written notice thereof to Buyer. Within seven (7) business days following receipt of such notice, Buyer may elect to cancel this Agreement and receive a refund of the funds deposited in escrow, except for any escrow cancellation charges. As of the Close of Escrow, the warranties and representations contained in this Section 10 shall be true and correct in all material respects, subject to any matters disclosed in writing by Sellers to Buyer as provided in this Section and will survive the Close of Escrow: a. Sellers, as the successors of Donald W. Coop and Jennean Coop, Trustees of the Coop Family Trust u/t/d February 2, 2004, are the fee owners of the Property and no other party has a fee interest in the Property. b. To the best of Sellers' knowledge, that (i) on the Close of Escrow the Property will be free and clear of any and all hazardous or toxic substances, materials, and waste, including, but not limited to, asbestos; (ii) all businesses on the Property have disposed of their waste in accordance with all applicable statutes, ordinances, and regulations; and (iii) Sellers have no notice of any pending or threatened action or proceeding arising out of the condition of the Property or alleged violation of environmental, health or safety statutes, ordinance or -8- 11086-016611401993v2.doc regulations. Sellers will indemnify and hold Buyer harmless for a breach of this warranty and representations. Hazardous Substances are defined below in Section 15. c. To the best of Sellers' knowledge, Sellers have not received any written notice, warning, notice of violation, administrative complaint, judicial complaint, or other formal or informal notice alleging that conditions on the Property are or have been in violation of any Environmental Law as described below in Section 15, or informing Sellers that the Property is subject to investigation or inquiry regarding Hazardous Substances (as defined in Section 15) on the Property or the potential violation of any Environmental Law. d. Neither this Agreement nor anything provided to be done hereunder, including the transfer of the Property to Buyer, violates or will violate any contract, agreement or instrument to which Sellers are a party, or which affects the Property, and the Sellers' grant of the fee interest in the Property to Buyer pursuant to this Agreement does not require the consent of any party not a signatory hereto. e. To Sellers' actual knowledge, there is no pending, threatened or potential litigation, action or proceeding against Sellers or any other party before any court or administrative tribunal that involves the Property. f. Except as disclosed in the title commitment referred to in Section 4, there are no mechanics', materialmen's or similar claims or liens presently claimed or which will be claimed against the Property or work performed or commenced prior to the date of this Agreement. Sellers agree to hold Buyer harmless from all costs, expenses, liabilities, losses, charges, fees, including attorney fees, arising from or relating to any such lien or any similar lien claimed against the Property and arising from work performed or commenced prior to the Close of Escrow. g. Sellers have the full right and power to execute, deliver and perform their obligations under this Agreement, and when executed and delivered, Sellers and all parties having an interest in the Property, shall be lawfully bound by the terms of the Agreement. Sellers are the sole owners of the Property free and clear of all liens, claims, encumbrances, easements, encroachments from adjacent properties, encroachments by improvements or vegetation on the Property onto adjacent property, or rights of way of any nature, other than those that may appear on the title commitment or visible by physical inspection. Sellers will not further encumber the Property or allow the Property to be further encumbered prior to the Close of Escrow. h. Neither this Agreement nor anything to be provided to be done hereunder, including transfer of title to the Property to Buyer, violates or shall violate, any contract, instrument, partnership agreement, trust agreement, or any other agreement to which Sellers are a party, and which affects the Property or any part thereof, and the sale of the Property herein contemplated does not require the consent of any party not a signatory hereto. i. Sellers are not a "foreign person" within the meaning of Section 1445(f)(3) of the Internal Revenue Code. -9- 11086-016611401993v2.doc j. There are no (i) assignable contracts and agreements relating to or affecting the Property to which Sellers are a party or are obligated and pertaining to the upkeep, repair, maintenance, operation, or remediation of the Property that will survive the Close of Escrow, (ii) assignable existing warranties, and guarantees (express or implied) issued to Sellers in connection with the improvements on the Property, (iii) personal property items owned by Sellers on the Property; or (iv) other contracts or agreements, such as maintenance, service or utility contracts relating to or affecting the Property to which Sellers are a party or are obligated that will survive the Close of Escrow. k. Except for the Leases described above in Section 1.a., there are no leases, licenses, occupancy agreements, or other agreements or arrangements, oral or written, demising space in, providing for the use, possession, or occupancy of, or otherwise similarly affecting or relating to the Property. 1. To the fullest extent permitted by law, Sellers shall indemnify, defend and hold harmless Buyer, and its elected and appointed councilmembers, officials, officers, boards, commissions, consultants, agents and employees, and attorneys from and against any and all claims, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees, expert witness fees, disbursements and court costs) of every kind and nature whatsoever (collectively, "Claims"), which may arise out of, result from, or in any matter be related (directly or indirectly) to the failure of the warranties or representations of Sellers contained in this Section 10 to be true and correct in all material respects. The indemnification provisions of this Section 10 shall survive the Close of Escrow for the longest period permitted by law and shall not be deemed merged or extinguished upon the recordation of the Grant Deed. 11. Representations and Warranties of Buyer. Buyer hereby represents and warrants to Sellers the following, it being expressly understood and agreed that all such representations and warranties are to be true and correct as of the Close of Escrow and shall survive the Close of Escrow: a. Buyer has taken all required action to permit it to execute, deliver, and perform its obligations under this Agreement. b. Buyer has the power and authority to execute and deliver this Agreement and cavy out its obligations hereunder and consummate the transaction contemplated herein. c. Neither this Agreement nor anything to be provided to be done hereunder, including acquisition of the Property by Buyer, violates or shall violate, any contract, instrument, partnership agreement, trust agreement, or any other agreement to which Buyer is a party, and which affects the Property or any part thereof, and the purchase of the Property herein contemplated does not require the consent of any party not a signatory hereto. 12. City's Full Payment of Purchase Price. a. It is understood and agreed between Sellers and Buyer that the City's payment to Sellers of the Purchase Price set forth in Section 2.a. of this Agreement and the Salvage Rights described in Section 2.b. of this Agreement, are an all-inclusive settlement and -10- 11086-016611401993v2.doc constitute the full and complete consideration and payment of just compensation for the City's acquisition of the Property in fee, including all improvements on the Property and including consideration for the new roof and new air conditioning recently installed on the Property by Sellers. The Purchase Price is also full and complete consideration for all claims arising in connection with or out of Buyer's acquisition of the Property or the Proposed Project for which Buyer is acquiring the Property claims for severance and other damages, inverse condemnation, precondemnation damages, attorney's fees, interest, loss of rents, improvements pertaining to the realty, any other damages of every kind and nature suffered by Sellers by reason of the City's acquisition of the Property or the Proposed Project for which the City is acquiring the Property in fee, and all costs and expenses whatever in connection therewith. b. Relocation Assistance and Benefits. The parties acknowledge that Buyer has provided to Sellers information regarding relocation assistance and benefits under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1070 (42 U.S.C. 4601 et seq.) ("Uniform Act"), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260 et seq.) ("California Relocation Law"). The parties further acknowledge that Sellers do not occupy the Property and are thus not considered "displaced persons" as defined in the Uniform Act and the California Relocation Law. As indicated above, the Tenants doing business as Audio Evolution and Faith Armory occupy the Property. As such, these business tenants are the "displaced persons" that would be required to move from the Property as a direct result of the City's acquisition of the Property for the Proposed Project, which is a public use. Thus, any obligations that Buyer has to provide relocation assistance and benefits in connection with Buyer's acquisition of the Property for the Proposed Project are for the benefit of said displaced persons. Accordingly, it is further understood and agreed by Sellers that Buyer will have no further obligation to Sellers under any federal or state relocation laws or regulations, including without limitation, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. 4601 et seq.), if applicable, or under Title 1, Division 7, Chapter 1 of the Government Code of the State of California (Section 7260 et seq.), or the Relocation Assistance and Real Property Acquisition Guidelines (Chapter 6 of Title 25 of the California Code of Regulations). c. Leasehold Improvements. The parties acknowledge that Buyer has provided to Sellers copies of the appraisal of the furniture, fixtures and equipment dated July 7, 2011 and titled Appraisal of Audio Evolution ("Crocket appraisal of Audio Evolution") and appraisal of the furniture, fixtures and equipment dated July 8, 2011 and titled Appraisal of Faith Armory prepared by Crockett & Associates, Ltd. ("Crockett appraisal of Faith Armory"), which are incorporated herein by this reference. (i) Sellers acknowledge and agree that the items comprising the Leasehold Improvements identified on page 7 of the Crockett appraisal of Audio Evolution are items considered by the City's independent appraisers in their fair market analysis of the value of the Property and on which the City's offer to purchase the Property was based. Sellers acknowledge that they received a copy of the appraisal summary statement with the City's offer letter of May 11, 2011. A copy of page 7 of the Crockett appraisal of Audio Evolution is attached hereto as Exhibit " H". Sellers also acknowledge and agree that they have reviewed the list of items comprising the attached fixtures and equipment described on pages 1 through 6 of the Crockett appraisal of Audio Evolution and that they have no interest in these items or to any -11- 11086-016611401993v2.doc compensation, if any, to be awarded for such items. Sellers further acknowledge and agree that they have reviewed the list of items comprising the moveable furniture, fixtures and equipment described on pages 8-11 of the Crockett appraisal of Audio Evolution and that Sellers have no interest in these items or any compensation, if any, to be awarded for such items. (ii) Sellers acknowledge and agree that the items comprising the Leasehold Improvements identified on page 6 of the Crockett appraisal of Faith Armory are items considered by the City's independent appraisers in their fair market analysis of the value of the Property and on which the City's offer to purchase the Property was based. Sellers acknowledge that they received a copy of the appraisal summary statement with the City's offer letter of May 11, 2011. A copy of page 6 of the Crockett appraisal of Faith Armory is attached hereto as Exhibit "I". Sellers also acknowledge and agree that they have reviewed the list of items comprising the attached fixtures and equipment described on pages 1 through 5 of the Crockett appraisal of Faith Armory and that they have no interest in these items or to any compensation, if any, to be awarded for such items. Sellers further acknowledge and agree that they have reviewed the list of items comprising the moveable furniture, fixtures and equipment described on pages 7-16 of the Crockett appraisal of Faith Armory and that Sellers have no interest in these items or any compensation, if any, to be awarded for such items. d. Loss of Business Goodwill. The parties acknowledge that Buyer provided to Sellers a copy of Code of Civil Procedure Section 1263.510 with the City's offer letter dated May 11, 2011. Sellers agree and acknowledge that they do not occupy the Property or operate a business on the Property. Accordingly, Sellers agree and acknowledge that they are not entitled to any compensation for loss of goodwill in connection with the City's acquisition of the Property pursuant to Code of Civil Procedure Section 1263.510. In order to be compensated for loss of goodwill, Code of Civil Procedure Section 1263.510 requires the owner of an existing business operating on the Property to prove the elements set forth in that Section. Code of Civil Procedure Section 1263.510 provides as follows: "(a) The owner of a business conducted on the property taken, or on the reminder if such property is part of a larger parcel, shall be compensated for loss of goodwill if the owner proves all of the following: (1) The loss is caused by the taking of the property or the injury to the remainder. (2) The loss cannot be prevented by a relocation of the business or by taking steps and adopting procedures that a reasonably prudent person would take and adopt in preserving goodwill. (3) Compensation for the loss will not be included in payments under Section 7262 of the Government Code. (4) Compensation for the loss will not be duplicated in the compensation otherwise awarded to the owner. (b) Within the meaning of this article, `goodwill' consists of the benefits that accrue to a business as a result of its location, reputation for -12- 11086-016611401993v2.doc dependability, skill or quality, and any other circumstances resulting in probable retention of old or acquisition of new patronage." e. This Agreement is a voluntary agreement and Sellers on the Close of Escrow, on behalf of Sellers, Sellers' successors and assigns, fully release Buyer, its officials, counsel, employees, and agents, from all claims and causes of action by reason of any damage that has been sustained, or may be sustained, as a result of Buyer's efforts to acquire the Property in fee or any preliminary steps thereto. f. Sellers acknowledge that they may have sustained damage, loss, costs or expenses which are presently unknown and unsuspected, and such damage, loss, costs or expense which may have been sustained, may give rise to additional damages, loss, costs or expenses in the future. Nevertheless, Sellers hereby acknowledge that this Agreement has been negotiated and agreed upon in light of that situation, and hereby expressly waive any and all rights that Sellers may have under California Civil Code Section 1542, or under any statute or common law or equitable principle of similar effect. California Civil Code Section 1542 provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor." Sellers' Initials: Buyer's Initials: g. This Section 12 will survive the Close of Escrow. 13. Buyer's Contingencies. For the benefit of Buyer, the Close of Escrow and the Buyer's obligation to consummate the purchase of the Property will be contingent upon and subject to the occurrence of all of the following (or Buyer's written waiver thereof, it being agreed that Buyer can waive any or all such contingencies) on or before the Close of Escrow: a. That as of the Close of Escrow the representations and warranties of Sellers contained in this Agreement are all true and correct. b. The delivery to Escrow Holder of all documents pursuant to Section 6 of this Agreement. c. Title Company's commitment to issue in favor of Buyer a CLTA Standard Coverage Owner's Policy of Title Insurance (or at Buyer's Option an ALTA Extended Policy) with liability equal to the Purchase Price showing Buyer's fee interest in the Property, subject only to the Permitted Title Exceptions. d. Buyer's approval prior to the Close of Escrow of any environmental site assessment, soils or geological reports, or other physical inspections of the Property that Buyer might perform prior to the Close of Escrow. -13- 11086-016611401993v2.doc 14. Right of Termination. Notwithstanding anything to the contrary contained herein, and without limiting any other right of termination for the benefit of Buyer contained herein, the Buyer shall have the right, in the exercise of its sole and absolute discretion and upon written notice to the Sellers and Escrow Holder, to terminate this Agreement (a) at any time prior to the expiration of the Due Diligence Period for any reason or no reason whatsoever, and (b) at any time prior to the Close of Escrow upon the failure of any of the Buyer' s contingencies described in Section 13. Upon such termination, all documents and monies deposited with Escrow Holder, less any escrow cancellation charges, shall be immediately returned to the depositing party. 15. Certain Definitions. a. The term "Hazardous Materials" shall mean and include the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides regulated under the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. Section 136 et seq.; asbestos and asbestos -containing materials, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; source material, special nuclear material, by- product material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act of 1982; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; industrial process and pollution control wastes, whether or not hazardous within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; any substance defined as a "hazardous substance" in California Civil Code Section 2929.5(e)(2) or California Code of Civil Procedure Section 736(f)(3); and any other substance or material regulated by any Environmental Laws. b. The term "Environmental Laws" shall mean and include all federal, state and local statutes, ordinances, regulations and rules in effect on or prior to the date hereof relating to environmental quality, health, safety, contamination and clean-up, including, without limitation, the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; and the Water Quality Act of 1987; the Federal Insecticide, Fungicide, and Rodenticide Act 7 U.S.C. Section 136 et seq.; the Marine Protection, Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq.; the Noise Control Act, 42 U.S.C. Section 4901 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq.; the Resource Conservation and Recovery Act 42 U.S.C. Section 6901 et seq.; as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and Liability Act 42 U.S.C. Section 9601 et seq. as amended by the Superfund Amendments and Reauthorization Act, the Emergency Planning and Community Right -to -Know Act and the Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act 15 U.S.C. Section 2601 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; and the Nuclear Waste Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and state and local environmental statutes and ordinances, with implementing regulations and rules in effect on or prior to the date hereof. -14- 11086-016611401993v2.doc 16. Evidence in Court Proceeding. The parties agree that the total Purchase Price of Eight Hundred Thirty-seven Thousand and Seventy-five Dollars ($837,075.00) or any inference of per square foot value of the fee value of the Property based on said Purchase Price will not be admissible as evidence of the fair market value of the Property in any eminent domain or other proceeding or litigation concerning the Property. 17. Destruction/Condemnation. In the event that prior to the Close of Escrow, the Property or any portion of the Property is damaged by fire, earthquake, or other casualty or is subject to a taking by a public entity, then Buyer shall have the right, by giving notice to Sellers within fifteen (15) calendar days after receiving written notice of such damage or taking, of either (a) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, except that (i) Buyer shall be responsible for Escrow Holder's escrow cancellation fees and or charges relating to the Policy and (ii) the Purchase Price and Escrow funds deposited into Escrow by Buyer shall be refunded to Buyer less any such escrow cancellation fees or charges relating to the Policy, or (b) to accept the Property in its then condition and proceed with the Close of Escrow, and to receive an assignment of all of Sellers' rights to any proceeds of insurance or condemnation awards payable by reason of such damage or taking. If Buyer elects to proceed under the preceding clause (b), there shall be no adjustment in the Purchase Price and Sellers shall not compromise, settle, or adjust any claims to such insurance or condemnation proceeds or awards. Sellers agree to give Buyer prompt written notice of any damage to or taking of the Property promptly after Sellers receive notice of same. 18. Notices. All notices and demands will be given in writing by certified mail, postage prepaid, and return receipt requested, or by personal delivery. Notices will be considered given upon the earlier of (a) personal delivery, (b) two (2) business days following deposit in the United States mail, postage prepaid, certified or registered, return receipt requested, or (c) one (1) business day following deposit with an overnight carrier service. A copy of all notices will be sent to Escrow Holder. The parties will address such notices as provided below for the respective party; provided that if any party gives notice in writing of a change of name or address, notices to such party will thereafter be given as demanded in that notice: BUYER: City of Temecula 41000 Main Street Post Office Box 9033 Temecula, California 92589-9033 Attention: Robert C. Johnson, City Manager COPY TO: Richards, Watson & Gershon Attention: Peter M. Thorson, City Attorney 355 South Grand Avenue, 40th Floor Los Angeles, California 90071-3101 SELLERS: Donald W. Coop, Trustee Post Office Box 1234 Temecula, California 92593-1234 -15- 11086-016611401993v2.doc COPY TO: Lawrence A. Snyder, Esq. Fainsbert Mase & Snyder, LLP 11835 West Olympic Blvd., Suite 1100 Los Angeles, California 90064 ESCROW First American Title Insurance Company HOLDER: 3400 Central Avenue, Suite 100 Riverside, California 92506 Telephone No. (951) 787-1757 Fax No. (866) 558-2890 19. Further Documents. Each party will, wherever and as often as it shall be requested by the other party, execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, such further instruments and documents, including further escrow instructions, as may reasonably be necessary in order to complete the sale, conveyance, and transfer herein provided and to do any and all other acts and to execute, acknowledge, and deliver any and all documents as may be requested in order to carry out the intent and purpose of this Agreement. 20. Amendments. Any amendments to this Agreement will be effective only when duly executed by both Buyer and Sellers and deposited with Escrow Holder. 21. Miscellaneous. a. Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to the laws of the State of California. b. Entire Agreement. This Agreement supersedes any prior agreement, oral or written, and together with the Exhibits hereto and any agreements delivered pursuant hereto, contains the entire agreement between Buyer and Sellers on the subject matter of this Agreement. No subsequent agreement, representation or promise made by either party hereto, or by or to any employee, officer, agent or representative of either party, will be of any effect unless it is in writing and executed by the party to be bound thereby. No person is authorized to make, and by execution hereof Sellers and Buyer acknowledge that no person has made, any representation, warranty, guaranty or promise except as set forth herein; and no such agreement, statement, representation or promise that is not contained herein will be valid or binding on Sellers or Buyer. c. Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. d. Time of Essence. The parties acknowledge that time is of the essence in this Agreement, notwithstanding anything to the contrary in the Escrow Holder's general Escrow instructions. e. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. For purposes of this Agreement, facsimile signatures -16- 11086-016611401993v2.doc will be deemed to be original signatures, and will be followed by the delivery of the original signature pages by U.S. Mail. f. Remedies Not Exclusive and Waivers. No remedy conferred by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at kw or in equity or by statute or otherwise. The election of any one or more remedies will not constitute a waiver of the right to pursue other available remedies. g. Interpretation and Construction. Each party has reviewed this Agreement and that each has had the opportunity to have its respective counsel and real estate advisors review and revise this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in the interpretation of this Agreement or any amendments or exhibits thereto. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include corporation, partnership, firm, trust, or association wherever the context so requires. The recitals and captions of the Sections and Subsections of this Agreement are for convenience and reference only, and the words contained therein will in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Agreement. h. Attorneys' Fees. If either party hereto incurs attorneys' fees in order to enforce, defend or interpret any of the terms, provisions or conditions of this Agreement or because of a breach of this Agreement by the other party, the prevailing party, whether by suit, negotiation, arbitration or settlement will be entitled to recover reasonable attorneys' fees from the other party. i. Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if this Agreement did not contain the particular part, term or provision held to be invalid. j. Exhibits. The exhibits and schedules attached hereto are incorporated in this Agreement by reference herein. k. Joint and Several Obligations. The obligations of the Sellers under this Agreement shall be joint and several as to the individuals and the Trust comprising the Sellers. -17- 11086-016611401993v2.doc IN WITNESS WHEREOF, this Agreement is effective as of the day and year first written above. SELLERS DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON Dated: By: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust Dated February 2, 2004 as to an Undivided Fifty Percent (50%) Interest as Tenants in Common Dated: By: Approved as to form: FAINSBERT MASE & SNYDER, LLP Lawrence A. Snyder, Esq. Attorneys for Sellers 11086-016611401993v2.doc Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust Dated February 2, 2004, as to an Undivided Fifty Percent (50%) Interest as Tenants in Common -18- BUYER CITY OF Temecula, a Municipal Corporation Dated: ATTEST: Susan W. Jones, MMC, City Clerk Approved as to form: RICHARDS, WATSON & GERSHON Peter M Thorson, City Attorney 11086-0166\1401993v2.da By: Chuck Washington, Mayor -19- Exhibit "A" Legal Description of Property 11086.0166I1407814v2doc Fcbniary 8, 2010 Sheet 1 of 1 EXHIBIT "A" LEGAL DESCRIPTION RIGHT-OF-WAY ACQUISITION (OVERLAND DRIVE) LOT 14 OF TRACT MAP NO. 16178, SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, RECORDED AUGUST 8, 1986 AS SHOWN BY MAP ON FILE IN BOOK 160, PAGES 102 THROUGH 104, INCLUSIVE, OF MAPS, OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. CONTAINING: 18,149 SQ. FT. OR 0.417 ACRE, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYORS' ACT. BY: l" Z// /o REX S. PLUMMER, PLS 6641 DATE (MY LICENSE EXPIRES 12-31-2011) Exhibit "B" Map Depicting Property 11086-016611407814v2doc LEGEND INDICATES RIGHT-OF-WAY ACQUISITION AREA = 18,149 SQ. FT. OR 0.417 ACRE () INDICATES RECORD DATA PER TRACT 16178 (R) INDICATES RADIAL BEARING 0 LANDSCAPE MAINTENANCE AGREEMENT PER INST. 141902, RECORDED MAY 20, 1987 ® EASEMENT TO GENERAL TELEPHONE CO. PER INST. NO. 117514, RECORDED APRIL 29, 1987 © 10' W1DE EASEMENT FOR WATERLINES FOR FIRE PROTECT1ON PER INST. 225972 RECORDED JULY 6, 1989 15' WIDE DRAINAGE EASEMENT PER TRACT 16178 EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) VICINITY MAP REX S. PLUMMER EXP. DATE 12-31-11 DATE SHEET 1 OF 2 SHEETS PROJECT DESIGN CONSULTANTS Planning I Engineering I Survey 701 B Street, Suite 800 San Diego, CA 92101 619.235.6471 Tel 819.234.0349 Fax DATE: FEBRUARY 8, 2010 SCALE: N.T.S. JOB NO.: / 18 N 11 -19 / 21 20 22 20' TRACT \ \ MAP 23 17 \ \ 15 25' ont i NO 14 cif, 2 24 CURVE TABLE CURVE DELTA RADIUS LENGTH C1 4'0739" (4'02'49" 1483.00' 1483' 104.68' 104.75') 16178 cP- • 15 -1 O / / 4 / 12 / \\ ig'\�'`co\\ 0 15 7 ) LA. TRACT" i� 12 EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) -14 11 5 i / /18178-3 3 9 10 SHEET 2 OF 2 SHEETS PROJECT DESIGN CONSULTANTS Planning 1 Engineering I Survey 701 B Street, Suite 800 619.235.6471 Tel San Diego, CA 92101 619.234.0349 Fax DATE: FEBRUARY 8, 2010 SCALE: 1"=100' JOB NO.: Exhibit "C" Form of Grant Deed RECORDING REQUESTED BY: City of Temecula, a municipal corporation AND WHEN RECORDED RETURN TO: City of Temecula Attention: Office of the City Clerk 41000 Main Street Post Office Box 9033 Temecula, California 92589-9033 [SPACE ABOVE FOR RECORDER'S USE ONLY] [X] All of Assessor's Parcel Number 921-480-020 Documentary Transfer Tax $0.00 This Instrument is for the benefit of the City of Temecula and is exempt from Recording Fees (Govt. Code § 27383), Filing Fees (Govt. Code § 6103), and Documentary Transfer Tax (Rev & Tax Code § 11922). GRANT DEED The undersigned Grantors declare: FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common hereby grant in fee to the CITY OF TEMECULA, a municipal corporation, the real property in the City of Temecula, County of Riverside, State of California commonly known as 27498 Enterprise Circle West, which is more particularly described on Exhibit "A" and depicted on Exhibit "B" hereto. Exhibits "A" and "B" are incorporated herein by this reference. C-1 11086-0166\14078 I4v2doc IN WITNESS WHEREOF, Grantors have executed this Grant Deed on , 2012. GRANTORS: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common By: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, as to an undivided fifty (50%) interest as tenants in common By: Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, as to an undivided fifty (50%) interest as tenants in common C-2 11086-016611407814v2doc ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF RIVERSIDE On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) SIGNATURE OF NOTARY Executed on , 2012, at , California. Signature C-3 11086-0166\1407814v2doc ALL-PURPOSE ACKNOWLEDGMENT STATE OF CALIFORNIA COUNTY OF RIVERSIDE On , before me, , a Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) SIGNATURE OF NOTARY Executed on , 2012, at , California. Signature C-4 11086-0166\1407814v2doc CITY OF TEMECULA Office of the City Clerk 41000 Main Street P.O. Box 9033 Temecula, CA 92589-9033 CERTIFICATE OF ACCEPTANCE OF GRANT DEED (Govt. Code § 27281) (Assessor's Parcel Number 921-480-020) This is to certify that the attached Grant Deed, which conveys in fee to the City of Temecula the real property commonly known as 27498 Enterprise Circle West in the City of Temecula, and identified as Riverside County Tax Assessor's Parcel Number 921-480-020, is hereby accepted under the authority of the City Council of the City of Temecula and the City of Temecula consents to the recordation thereof by its duly authorized officer. Dated: , 2012 CITY OF TEMECULA, a municipal corporation By: Robert C. Johnson City Manager ATTEST: By: Susan W. Jones, MMC City Clerk APPROVED AS TO FORM: By: Peter M. Thorson, City Attorney C-5 11086-0166\1407814v2doc February 8, 2010 Sheet 1 of 1 EXHIBIT "A" LEGAL DESCRIPTION RIGHT-OF-WAY ACQUISITION (OVERLAND DRIVE) LOT 14 OF TRACT MAP NO. 16178, SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, RECORDED AUGUST 8, 1986 AS SHOWN BY MAP ON FILE IN BOOK 160, PAGES 102 THROUGH 104, INCLUSIVE, OF MAPS, OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. CONTAINING: 18,149 SQ. FT. OR 0.417 ACRE, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYORS' ACT. BY:�' ii 07/0A7 REX S. PLUMMER, PLS 6641 DATE (MY LICENSE EXPIRES 12-31-2011) LEGEND INDICATES RIGHT-OF-WAY ACQUISITION AREA = 18,149 SQ. FT. OR 0.417 ACRE () INDICATES RECORD DATA PER TRACT 16178 (R) INDICATES RADIAL BEARING A❑ LANDSCAPE MAINTENANCE AGREEMENT PER INST. 141902, RECORDED MAY 20, 1987 ® EASEMENT TO GENERAL TELEPHONE CO. PER INST. NO. 117514, RECORDED APRIL 29, 1987 © 10' W1DE EASEMENT FOR WATERLINES FOR FIRE PROTECTION P0? INST. 225972, RECORDED JULY 6, 1989 OD 15' WIDE DRAINAGE EASEMENT PER TRACT 16178 EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) VICINITY MAP REX S. PLUMMER NO. 6641 EXP. DATE 12-31-11 2//#//o DATE SHEET 1 OF 2 SHEETS PROJECT DESIGN CONSULTANTS Planning 1 Enginaaring 1 Survay 701 B Street, Suite 800 San Diego, CA 92101 619.235.6471 Tel 619.234.0349 Fax DATE: FEBRUARY 8, 2010 SCALE: N.T.S. JOB NO.: / 21 \ \ 4)4) 2 CURVE TABLE CURVE DELTA RADIUS LENGTH Cl 4'02'391 (402'49" 1483.00' 1483' 104.68' 104.75') 1 18 16178 / 4 11 5 SCALE: 1"=100' EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) 10 SHEET 2 OF 2 SHEETS PROJECT DESIGN CONSULTANTS Planning 1 Engineering 1 Survey 701 B Street, Suite 800 San Diego, CA 92101 619.234.0349 Fax 619.235.6471 Tel DATE: FEBRUARY 8, 2010 SCALE: 1D=100' JOB NO.: Exhibit "D" FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES This Assignment and Assumption of Lease (this "Assignment") dated as of , 2012 is entered into by and between DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON (collectively "Assignor"), and the CITY OF TEMECULA, a municipal corporation ("Assignee"). WITNESSETH WHEREAS, Assignor is the lessor or landlord under the certain lease agreement dated September 9, 2008 between Donald W. Coop, dba Coop Properties, and Nathan E. Guy, dba Faith Armory, as lessee or tenant, a true and correct copy of which is attached as Exhibit "1" hereto (the "Faith Armory Lease"). The Faith Armory Lease was executed with respect to that certain real property commonly known as 27498 Enterprise Circle West #1 and #2, located in the City of Temecula, California, which is a portion of the Property; and WHEREAS, Assignor is the lessor or landlord under the certain lease agreement dated November 1, 1996 between Donald W. Coop, dba Coop Properties, and Ruben Valloza, dba Audio Evolution, as lessee or tenant, a true and correct copy of which is attached as Exhibit "2" hereto (the "Audio Evolution Lease"). The Audio Evolution Lease was executed with respect to that certain real property commonly known as 27498 Enterprise Circle West #3 and #4, located in the City of Temecula, California, which is a portion of the Property; and WHEREAS, Assignor, as Seller, and Assignee, as Buyer, have entered into that certain Purchase and Sale Agreement and Joint Escrow Instructions Between the City of Temecula and Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common dated and entered into as of 2012 (the "Purchase Agreement") conveying the Property (as defined in the Purchase Agreement and as described more particularly on Exhibit "3" hereto); and WHEREAS, Assignor desires to assign to Assignee, Assignor's interest as lessor or landlord in the Leases described above and in Exhibits "1" and "2" (referred to below collectively as "Leases"), and Assignee desires to accept the assignment of said Leases. Now, THEREFORE, in consideration of the promises and conditions contained herein, the parties hereby agree as follows: D-1 11086-016611407814v2doc 1. Effective as of the Effective Date (as defined below), Assignor hereby assigns, transfers and conveys to Assignee all of its right, title and interest in and to the Leases. 2. Effective as of the Effective Date, Assignee hereby assumes all of the Assignor's obligations under the Leases and agrees to indemnify Assignor against and hold Assignor harmless from any and all cost, liability, loss, damage or expense, including, without limitation, attorneys' fees, accruing on or to be performed subsequent to the Effective Date and arising out of the Assignor's obligations under the Leases. 3. Effective as of the Effective Date, Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless from any and all cost, liability, loss, damage or expense, including, without limitations attorneys' fees, accruing or to be performed prior to the Effective Date and arising out of the Assignor's obligations under the Leases. 4. Any rental and other payments under the Leases shall be prorated between the Assignor and Assignee as of 12:01 a.m. on the Effective Date, as if Buyer were vested with title to the Property during the entire Effective Date. The term "rents "or: rental" as used in this Assignment includes all payments due and payable by tenants under the Leases. 5. In the event of any litigation arising out of this Assignment, the losing party shall pay the prevailing party's reasonable costs and expenses of such litigation, including, without limitation, reasonable attorneys' fees. 6. This Assignment shall be binding on and inure to the benefit of the parties hereto, their heirs, executors, administrators, successors in interest and assigns. 7. This Assignment shall be governed by and construed in accordance with the laws of the State of California. 8. This Assignment is delivered pursuant to the Purchase Agreement. 9. For purposes of this Assignment, the "Effective Date" shall be the date of the Close of Escrow (as defined in the Purchase Agreement). 10. This Assigmnent may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment the day and year first above written. [SIGNATURES ON NEXT PAGE] D-2 11086-0166\1407814v2doc ASSIGNOR: DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON Dated: By: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust Dated February 2, 2004 as to an Undivided Fifty Percent (50%) Interest as Tenants in Common Dated: By: Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust Dated February 2, 2004, as to an Undivided Fifty Percent (50%) Interest as Tenants in Common Approved as to form: FAINSBERT MASE & SNYDER, LLP Lawrence A. Snyder, Esq. Attorneys for Assignor D-3 11086-0166\1407814v2doc ASSIGNEE: CITY OF TEMECULA, a municipal corporation Dated: ATTEST: Susan W. Jones, MMC, City Clerk Approved as to form: RICHARDS, WATSON & GERSHON Peter M. Thorson, City Attorney 11086-0166\1407814v2doc By: Robert C. Johnson, City Manager D-4 Exhibit "1" Copy of Faith Armory Lease D-5 11086-0166 \1407814v2doe PROPERTIES 27478 Enterprise Circe,'. S!...,its < TemecOa, CA 92590 (951) 676-3301 `ax: (957)699-377o Date: `La'2437a--,"J.je f 00 To: /147749N Q'9 dlxl. • >�/77/ This letter will confirm our agreement to add Z74 ' e,, P, pr$-C,F. GGth%74..,1, meeaL/t 9290 to your lease dated: a. MEW- deMg�.dED cd/r7/ 27 y'A118. at atradiegtexpense of $ 026,00, o0 per month. This unit is leased on the same terms and conditions as the original lease including the termination date and options, if any. Lessee /Lessor �- U`) / Date EXHIBIT "1" D� ~ C Date STANDARD INDUSTRIAL/COMMERCIAL MULTI TENANT LEASE -GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION Ili t. Basic Provielona ("Basic Provisions"). la Ponies: Tills Lease (•:Lease" , p 3rd f:o ween �O.t.1A[ )doted for:er� reference w:pcaos �::,fy �t� %�� 1 7 ,t� y - I , is matte Uy act �s,rs w : A, b ay., •• Oil i.��S (-Lessor") (coleellvaiy the "Parties," or Ind:Actually a "Party").,� O 1.2(0) Premises: That certain portion of the Buddtrg froicGrg aet lmpwremenls thereln r t0 bo provided Oy Lessor under the 1811113 of UM Lease. commonly It lg(vn ny the street address 81.4,2746%42 ,Fv s�- A 9 1.44 y� Cotmry 01- �- _.......F.1 ..RmA- :mated to me city of %�Mor, whale _ � Stafo of O , with Alp code q.ZS�JO hereto CPrernrial ), T, a "Building" Is That certain to cling as outlined mare f hlb,'1 _ attached _AE 4/9 a =Mining the Premises end generally desubed as (describe brfolty me nor tiro of the Bultding) __ • .tri L! - /ND cs4'444,,' e A1, -606 efi.r/ sr.lusrav In addition to Lessee's rights to use and occupy the Premises as hereinafter specified. Lessee shall have nonexclusive rights to the Common Areas (as defined In Paragraph 2.7 below) as hereinaher specified, but shall not have any rights to the roof, exterior wags or rattily raceways of the Building or to any other WA:dines en the :ndusrttat Center. The Premises, the Building, the Common Areas, the land upon which They are looeted, along with all other buildings and Improvements thereon, are herein collective re' red to as to "Induatr(oI Center." (Also sea Paragraph 2.) 1.2(b) Parking: reserved vehicleunreserved vehtde parking spaces ("Unreserved Parking Spaces"); and pwking spaces 'Reserved P=!king Specoe'•). (Also see Paragraph 2.6.) 1.3 Term: . /, . •d' t�r r>Q.�oUi�M ! •.1!119 ("Commencement Date") and ending i^ rnentae ("Orlglnet Term") cemmorxt 1.4 Early Posseaston: 0.4. - Et, orizErExpiratton Date"), (Also ow se� graph 3.) ��Sgse Rent: $,/ a �j Rent"), y Poseossion pato"), (Also sero Paragraphs 3.2 and 3.3.) , per month ("Base Rant"), psyaA40 on the t'i' y' commencing (Also sae Paragraph 4.) day of each month ocmwen ( ) It this box Is checked, this Lease provides tar the Base Rent to be ad)xsled per Addendum 1.6(0) Base Reni Pied Upon Execution: S_/ 5�•` attached nvr s es Baso Rani Icr the period ��,i - -. .3. 700 • �y T. 1.6(b) Lessee's Share of Common Aree Operating Expenses: ^ 40-- �7 ( ) prorate square footage o; rho Premises as compered to )he total square footage of the Bulidtr or percent ( 0!G) ("Lobed in ddondu as determined ay--. 17 Security Deposit: $ % 05'2b, oo t9 ( ) other criteria as descrlberf in Addendum _� �ofr$ Le Permitted Use: ("SecurityDOpoalt'7. (Also see Ppragreph 5.) r Cs i • 1.9 Mewing Parry. Lessor Is the "InsurIngParty.x Also see Paragraph graph 6.) aph 8 ) (.10(a) Real Eetato Brokers. The following reat estate b(oker(s) (coilectively, the "Brokers") and brokerage relationships 001!1 in this kansacLon and are consented t 119 `) Parties (check applicable bozos): i represents Lessor exctuswely ("Lessor's Broker"); represents Lesseo exclusively ("Lessee's Broker"); or repre1.10(b) Payment to Brokers. Upon Me execution of ;his tease by both Parecents both hasp! Lessor Lessee roue) Agency") hap . (Arse see ?aragrapl 16.) y may mutually d011g,1319 1(1 Wri1ne, a too as set loon In a separate written agreement between Lessor and said Broker(o) (or In the event these (9 t8) Saperga 90 they agreement between Lessor and said 8rOker(3), too sum 01 $ Qserypala.e written 1.11 Guaramor. The obilgallons 0f he Lessee under :his Loase aro 0 beguaranteed by r/ ry el ,44/Breiter(a.IEIn nOCWn w,il IMS transaction. 3''OVe ("Guarantor')_ (Also see Paragraph 37.) 1.12 Addenda and Exhibits. Attached hero;0 is an Agendum or Addenda consisting of Paragraphs throe h .-_.• through , 93 of which constitrle a part of this Lease. g 2. Premises, Parking and Common Areas. 2.1 Letting. Lessor hereby bases 10 Lessee, and Lessee hereby lassos from Lessor, the Premises, for the tam, al the roma), and upon all el 1110 leers. covenants and commons set forth In this Lease. Unless ohorwise prorldod herein. any statement of square footage set forth In Leis lease, or :hat may have bean used at calculating rental and/or Common Area 0peratl9g Expanses, Is an approximation which lessor and Lessee agree is reasonable and the rental and Lessee's Shwa (as defined In Paregreah 1.9('11)) based thereon (5.501 sob oat 5o revision whether or not the actual square footage Is more (Incise. 22 Condition. Lessor shall deliver the Promises to Lessee clean and tree of debris on the Commencement Date and warrants t0 Lessee that the existing plur„b(ng, etee:neat systems, Pre sprinkler system, Ilg(tting, le( oondidcnieg and heating system* and teadi (oors, if n:G:od yy 1.03550, shag Co In good operating condition on the Commencement Cate. II a non-compliance with said warranty exists as le Me of the Comm nnca;08nl Oats. Lessor shag, except as olherwse provided in tele Lease, promptly alter receipt of v/dnen notice from Leese° seeing lonh with apedeciy the nature and extent of such non-compgamo, rectify same at Lessors expense. 9 L9sSee does not give Lessor written notice el a non•ocmotiance with this warranty w'rh(n thirty 120) days alter the Commencement Oale, correction of that non.compllonce shall be the obligation of Lessee at Lessee's scte cost and expense. 2.3 •Comptlane. with Covenants, Roatrtctlons and Bultdtng Code. Lessor warrents Mai any improvements (other than Lose constructed by Lessee err at Lessee's tectton) on or In the Premises which have been c0ast•,ucted 0r Installed by Lessor or with Lessor's consent or at Lessor's dlro03dn smJ el opplecable covenants or restrictions of repord and applicable h eding codec, rog0,otlons and 0(dilences In eller: en Lno Commencement Oath. Lessor turgor warrants to Lesser) that Lessor h.ge0�� claim mmp:y with cedes, regulations. c: ordinances exist w111 regard to the Premises es of the aComi Commencement Date. Saki warranties sh:Irnot apply to any Alterations or Utility vernnlental agency that a violation or violations of appaca0O building 'utallalions (refined In Paragraph 7.3(a)) mate or to be made by Lessee, If the Promises do not comply with said warranties, Lessor arae, except es oth9nvise specificity the nature and extent of sect; povtdod in this Lease, pr0mpdy alter receipt or written 110000 front Lasser, given within six (S) m0 :,1.s following the Co nencemrrnt Oats and seeing forth with anal. Leaser makes no warranty that the Perat:lad Use n Paragraph 1.9 9 permieed for thlake such action, at LeSsor'S e Premises under Applicable Laws (as dawned in Paragraph 2.4). 8.1 Y ppropmee 10 rectify the nen-comp- anat. Acceptance of Premieres. Lessee hereby acknow;0dgeet (a) that It has been advised Oy the Broker(!) to satisfy itse:f with respect to Ian tend/eon at ihs Promttes (incicdfr.g but 1101 limited (0 (110 0lectrtaal and fk0 spdretfer systems, 59Cullty, envirOnmental spears, se:amIO and 09x11155539 requ'rement5, and CUM• o treZ093 0) mord Co octive ya pplicableseettleas tand Lowe') and the preslcable ent and future suitability of hmats e Promises oreral ,Lessees intearil nded se::',',')Iand hat Lesscovenants CK ee nes made sect: •.nvestigadon as it deems neeess9ry wilt re(Orenpe to such matters, to satisfied with reference thereto, it'd assumes ail responsibility therefore ea the same relate to Lessee's occupancy of the Promisee and/or the tams or IRs Lease; and (0) We neither Le3sar, not any of LISSY'S wonta, has 10000 any 019: 31 w»11a5 representations or warranties with respect to said matters other than as set forth In this Lease: 2.3 Leased es Prior Owner(Oceupen6 The warranties made by Laser)/ 111 this Paragraph 2 stall oe of no force or e:lsct it 11me0fate y peer to he Cats set ',Ail In Paragraph 1.1 Lessee was ho owner 0r occupant cf he Promisee. In such event, Lessee shat, al Lessee's solo post and expense, correct any non•0m- Pl ane* of the Promises with saki warranties. and Exhibits 2 America, Industrial Real Estate Association 1993 MULTI -TENANT -GROSS Inhla Z8 Vehkes Pa/Wog. Lessen stall bo omitted to use the number d, Unreserved 0 ura P8dda,cz,-q rP„ra ste.:e o$1 ooro 'aa- Re'o 1.2(b) on those portions o: the Common Areas; atalpra:x koro Geo fa ti=tle by Lessor for do • • and nha?; t u9,es P mom 7aitr'• soScve San eat' -t rnese So cr."�'ieSpaces 'id'A used for perking by vehicles no larger than fuG9lze =sewers Refer cb as e' pup necks. Med ,tense. "gemmed Mee 'aeG''wn G1) lsat:vc by tq'aor, r. Men � See ed Par trap Oft 29.) des shall to parked and wed or minded at dtrcatd 3y Lessor h See Reos r : ?sYux r: its Yv -se (a') Lessee she; r•Ot permit or allow any vatidas that belong to or are coohn1ed by Lessee or Lease-se e nokyres. 1wieses Pewee e close-e-f. ccerra-tors or invitees 1e. bra loaded, unloaded, sparked in areas other than those des:a•ated by Lessor b: aud: acti ifs . ell, It Lasses ror-+.a or '•m any el lie exhibited at-Wiles 4e:: lee i :n this -altar-., t 2S:" .s Lass seer nava she :Y : vee+;;r s s. eon :c stile ether i1 and vs-e'"'ies, 11i l it may ave. :o remove or tow awe rte •'ah:.:ie rc tressed and hi; es •.'e ,�+Et Inc :assn;: Jff�!- :7s i o hs'"•--1 ' g cayaths Man Jenard by Lessor. :sees seed it :;^e Costrneneerreent Dies of Sea Lease, pove* r-o pari:cs *skies re aA'a.' by 2.7 : man s=eat-aenneton. The t0Cn "Common Areas" Is de7.oad es a Seas end **Wes a. a tM P:> .sea a. C seaeor. xisse4 `r-3 of ere L00si Carat std intense 6139/ ways within Me Premieres :tet me p'w;5ad end emirates/ by see Lassa era • Senna : Y q'0. ;`v fyz 3':' -- sereusfvs est o' !Hato:. Lessen and other testas Of the Industrial Cent" and them respective werAciaeS. sNa7ens Zags, thetidieg w=aste areas. deem; enc t•:mtoaday e1055. fresh areas. =Jed Paye- sijMr3us. eigi vaye c0 v'0ye, eel er 1 tint?. 9r5. ^ ewes. F E^ 2.8 Vermeer, +sees-- eseee'a e?•�•:' ti #fa'aa: t a:a. et Breve 4^d : votes. Sass;' r .Z. ' ' . 1.1 =Ye=ah% varier 11 bats. rI c ..Hort w 3, ther&3 r:4e .r.,,_;Y.ef. . ,5,.» ,•"••7 : �. .'a.m 11 :e t: erre, shier: d the Nees Lees:. 0 lesdecnes eses v clot: to use. In da- h e ems : V fuss s s s: a Inv' em z+' l ". - ;... aa ' 7sa3idlooa a ee;.i 'rY AMU. ;aaecs. +a:. r Under tc 80ovete 1589 *heti Oe l0 the :er.-s efir! •• ::mss' .hl::5- a ; e. "'r ;; r ? �=_+it's : .o' err, ehv use 7S the 1.'hdu7lWa! Csrxan. Uadar m crrxrmatanrsts a'•x:l tiro .a twYeh peered � rte :'•a �•"-r.+:,: a: � � :tee-sr:�,- rg; la 311=9 any t. sperty, is.,' r or ,pv1'1italervy. MO Common Aress. tory suc': a1 .age a9� be peers ed only by ell poo: ,,.1rea- 0.; '0 :' :a.0' :- Lassoes dmegneted neet, w sit consere tray bo remised at err/ 11ms. In Sh7 avant Mat any u afgftpriced 5f03ie Mee COCA: Oro' :em o1107 'eve tiro ��• ;P.,7mcut mere, in addlon 40 such akar dg0S arta 7aotedes that h may have, to cenmve (Iw pc90 re and ,ta;,e the :cat ea !sassy wee: ; r-es :a ^.-e.- - aRly payable upon demand by Lessor. 2.9 Common Areas--Rules sad RQgtaftvopo. Less" o: web othe=r petSON3) en Leese,' fay appche seat hma fns erCxce sent/ ase tesseee-y- Of :he Common Areas and shag have the dg s. from thea iv time, 90 eatabesh, roccel a ama113 and ardt••ce sse els Rags and 4 :n accords ce with Paragraph 40. Lessee agreos to ado by and conform to el suds Rules orb R ". cause ea y =• 401 �e�„. tamers, contractors and invitees 10 so abide and =Mem. Lessor shalt nresponig,le to Lessee for Me no61.3 =r -0.s ynot ba other lessees re the Industrial Center. a+taspl:axe w ,h 4i' :lege say 'sirs-'aRo•'4 Sy. 2.10 Common Areas-Changes. lessor 514 have the right, In Lessor's sole discretion, from erne to time: (a) To mate changes 10 tete Common Areas, Including, without SFnhatian, changes in the lamaon, sca_ shape and numbs' cf drfvswees. e-Mericw. panrirhg spaces, parking areas. touting and unloading areas, ingress. egress. direction of taflc• Iandsceoad arms. w alkways.w,d t. 0 . Ino ow ' : (b) Ino close temporarily any of the Common Areas for malnlerance purposes so long es reasonable access *Me PrLseresse remat-s ava1atfe; (c) To designate other land outside the boundaries of the industiaf Center to bre apart of the Common Anna; (d) To add additional buildings and Improvements* the Common Areas; (e) 10 use the Common Areas while engaged in makng additional improvements• repairs or afte,eew s *the h'bvst at Carte:, or any po, on theesset (f) To do and perform such other acts and make such other changes in,* or with respect m the Coiserron.Areas and ir5:af Cants as Lessor mass in the exercise of sound business Judgment, deem to be appropriate. 3. Term. 3.1 Temp. The Commencement Date, Expiration Date and Original Term of this Lease me as specified to Paragraph 13. 32 Eatty Possession. II an Early Possession Date is spectlled In R 1.4 and It Lessee totally or partially Carpets (ha 1= ah¢- rix Ea�- Possossan Date tart prior es the Commencement Date, the obliga:on to pay Base Rona shell be abatsdior the period to stet. early t o uonncy. A: els= %-'nus y ells Lease. hrweeer, (inducing tun non Smiled *Mu obligations fa pay Lessee's Stawe of Common Area Operafng Excefar ands ou y tat irsinee a ra•.rfre sf Paragraph 8) shall NA In effect during such period. Any such early pessesston shag not ate= nor adds-seethe Exe aden Oz:e of ate teff, ler Term. 3.3 Delay in Poesosslon. If for any reason Maar cannot deliver possession of the P=arses to Lessee by tea Eiriy Passt'.s^sbtl Date. 7 :at lea cflre :1 Paragraph 1.4, red no-Ea/Sy Possession Dox is epacfied, 07 ale Commencerent Date, Lessor shall not be awhle 0 00 any tab'ey Mertes. =settee weld= hese envoi the •r3ad y of his t eas9, or tea obsgaecns ce Lessee hems-der, or extend the term hereof, bet In such case. Lessee al-all nae,map,' az+;1hyv.t3o 0117'7 3 oe obligated ho pay Hent Of perform one otter obligation of Lessee under the dons of Las Lean ureal Lesser da(wers ac,CSRtsisi of L''9 Pxsdass :a Lessee. 0 possesafon of ate Promises Is cert delivered to Lessee within sett,ii0) days af=ar the Comment msnl Dalt, Less9e may, a1 apthn. ty =els, Ins. *me- .147 10 Lessor wathln tan 00) days atter ms cod of said sexy (60) doe porlod, cancel this Lease, In vr.3ah event dee parties shall 05 eiso;arged tom ail obireadott herr:urea:: provided 1uMer, however. that if such written notice o1 Lessee is Hct received by tosser within Slid •era (:0) day parted. Le se's : yM 10 rice' 3 r Leaser hereunder shag terseness and be c4 noe.•c ether foo or ghee_ Except as may baolnawise ;coveted, and monk= ofevt•C the Cee3n Ttr m Malty es--- rraacos. 8 possession is not terdare3 to Lease: when required by lhia Lease and Lasses does not hermit ieThee Lease, at /grass*, the period Swat t11311. CCM to pay Base Rent, is arty, that Lessee wake otherwise terve eryoyeel Shall run (rain the date of Mrevesy o' xs�a-e and car;ir-a nor a period elle; period d g which the Lessee would have othenvise enjoyed under the farms hereof, but intro=s any days el di ay =teed by 119 St15.5hxgv2, o' ;r Lessee. 4. Rent 4.1 Base Rent. Lessee shall pay Base Rent and other rant cr charges, as the sterns may as adjusted Tun tarns le yew. S Lear" eh loafut 7x597 4 try :Sneed States. wilhot0 offset or deduction, on or betere the day on which 4 is due under the tonne of thio Lease. Bees Rent arse all gee nem and csairges kr are period during the term hereof which Is for lass than one lull month shalt be prorated' based upon the astral rumba; oS days of Mr month bedvad. Payment all Base Rent and other charges shag be made to Lessor at fns address slated herein or to such OlhOr p91501ts Oral Mr l other addresses ea Lens may tram -„s :0 :Me 300191rde in writing to Lessee. P 42 Common Area Opomting Expenses. Lessee shall pay to Lessor stiffing Ile term hereof, an 83oi3en a the Base Rent, Losaea3 Sham (as spaa'156 ;n �a g ng fib) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of mete= d els L60109, to azveyaxe ytrc tr:a tr: (a) "Common Area Operating Expenses" as deuned, for purposes of this Lease, as a0 costs loaned by Lesser relaG g totem sertrestep and aps'- atiat of 7110 Industrial Center• including, but rot (kneed to, the following: (e) Tho operation, repair and maintenance, in neat, dean, good order and condemn, of me bla=ring (aa) The Common Areas, Inducting parking areas, Ioa3ng and unioacti g areas, =shams, roadways, sidswa . ways, landscaped areas, striping, bumpers. Irrigation systems. Common Area lighting fealties, femcas aid gates, el m=s a.-.d mfg � 'g' 4 (bb) Exterior signs and any tenant directode1. (oo) F1ro detection and aprinklar systems. () The cost of wator, gas, elecricity and telephone to service the Common Areas. (00) Trash disposal, properly ma=nagement and security services acrd the costs oh any erraorcrante ins pezavrn. (Iv) Reserves set aside for maintenance and repair of Common Areas. (v) Any increase above the Base Real Property Taxes (ahs defined 0 Paragraph 10.2(11)) ketee-WicLeg and lite 0Uraten Auras. (v1) Any 'Insurance Cost Increase' (as declined In Paragraph 8.1). (vii) The cost of Insurance carried by Lessor with respect to Ile Common Areas. (vie) Any deductible portion of an insured loss coneeming gra &rlegng or the Common Ar=ms, (ix) Any other services to be provided by Lessor that are stated elsewhere in dda t.easelo be a Candor Arne (b) Any Common Area Operating Expenses and Real Property Items rhe are spoifcallv er idtabte Ps tie But3119 o: to any oThar butidtg in tea AIndies-del Cartier 07 es the cpsra1on, repair and maintenance thereof. she be allocated *misty 10 the Suadir.,1 as to sash 1Met. „s-e?rr9, i»ea•sv9 • env 001next, rea Op8596n j Ex,ovnses and Real Prom? Texas Inst aro not specifically Measurable to tae Building ores any olhe- build's; s es .he meatiest =tear ard mut, thereof. shall beequitably allocated by Lessor 10 all budding, %the Indoseial Cenee. {c) The inchseioo00 tee Improvements. facilities oro serviced set forth le Subparagraph 42(e) star not to 3asme4 eb mss en _teat:- t„•'e- ',steer f0 either 10're sed* fmg05emorna or a letRi05 or to provide those services unless see Industrie! Certo-- seemly `.re 77 s3^a. _ss0;r 6,447v ' S-2^AS. o Lessor has woof, elsewhoae fa this tease 15 prove* the same or sore of the. =',1425, �a lassee's Share (.4 Common kat ..,eari:ing Ex04t1005 Sh81 be payable by :Asset Mhz. 01.. '15: stays 11010- a 'PIS:..1 . x•1347 20.0.3 Lessem 1s e'teresd :r Lessee by L.^..s00; it testers teem O'0w9,' all 011005: may O: .cion eS n Lane"' • "5 " . S'n'2: ✓JTRcn Ares :r:srar^+�Ins .• Ptfe• e '-30 81151 t, 0" 55 sf.-0 r t -parse Riva toes h07 serer . payed" f &sh' x w s i Ol is 040112) aes et.-- 1 �� 7 • f,.-� - ,'.. /ay o5 fh/12454 Rivals dna hareSFtdar. Luso: Oaf dN\'a: ,b Lewes wiym is tea? f� :Saes 7•'+P• Me q,; vtwr ;. 1i. "".r ._,.::.' ._ .. -samaAydeteled srzto-ynt shrving Lessee's Share of the actual Comore. Atm Opo'a.'tsre Expeoass ed:vise sne 3 fee N'a:35131 vee•."-zest's` --ti--- : under Ihfs Pwagra: h 4200) Moine said a•-eceding yser exceed lessee's Sema as 47dkat011 on said aate:ae.•:, Loam- Thar NI media; lee eseerbr and MULTI -TENANT -GROSS Cr American InduSt00alffeal Estate Association 1993 payment against Lessee's Share of Common Area Operating Expenses next becoming due. it Lessee's payments under this Paragraph 4.2(ce during said preced- ing year were less than Lessee's Share as Indicated on said statement. Lessee shall pay 10 Lessor the amount o1 the deficiency within ton (10) days after delivery by Lessor le Lessee of said statement 5. Security Deposit. leasee shall deposit with Lessor upon Lessee's execution hereof rho Security Deposit set forth In Paragraph 1.7 as seeuertyy for Lessee's teithful performance el Lessee's odtgollens under ells Lease. If Lessee faits to pay Base Rentor other rent re-charges duo hereunder, or otherwise Detours under thes Lease (as defined In Paragraph 83.1), Lessor may use, apply or retain all or any portion of said Security Deposit for me payment of any amount due Lessor or ea reimburse a� nate Lessor for any labltly, cost. expense, loss or damage (Indudt attorneys' roes) which Lessor may suitor or Incur by reason thereof. 11 Lessor uses or'�'t" 08 ad or any portion of saki Security Dopa:, Lessee shall within ton (10) days altar written request therefore depose metas with lessor &tee dent to costae sad Security Deposit to the tuft amount required by this Lease. My time the Base Rent Increases during the term of this Lease, Lessen shag, upon written request from Lessor, deposit additional montes with Lesser as an addition to the Security Deposit so that Ino total amount of the Sscur!y Deposit shad at an aures boar Iia same proportion to the than current Base Rent as the Intel Security Deposit bears to to Initial Base Rent eel forth In Paragraph 1.6. Lessor shad not be requited to keep all or any part of the Security Deposit separate from da general accounts. Lessor shag. et the expiration of sander termination of the term hoteof and alter Lessee has vacated the Premises. rutum to Lessee (or, at Lessor's option, to the last assignee, If any, of Lessee's interest herein). that portion of the Security Depose not used of applied by Leeson. Unless otherwise expressly agreed In writing by Lessor, no pat of the Security Deposit shag be considered to bo Reid in aunt to bear Intermit:" other Increment for its use, or to be reepsyment fcr any monies 10 be pail by Lassos under Nis Lease. 6. Use. 6.1 Permitted Use. (a) Lessee shall use and occupy the Premises only for the Permined Usa sat forth In Paragraph 1.8, or any other legal use which is reasonably cornea - table thereto, and for no other purpose. Lessee shall not use or permit the use of the Promisee In a manner that !s unlawful, creates waste of a nuisance, 011115? disturbs owners and/or occupants Of, or causes dnmsge to the Premises or neighboring premises or properties. (b) Lessor hereby agrees to tel unreasonably withhold or dew its consent to arrtyry written request by Lessen, Lessee's assignees or subtenants, and by prospective assignees and subtenants of Lessee. its assignees and subtenants, for a mode c tion of said Permitted Use, so long es the sante will not impair the see:twat tntogdy of the Improvements on the Premises or in the BWIteng or the meehan!eal or electrical systems thereto, does not contact Mei uses by other lessees. Is not significantly more buedersome to the Premises or the Building and the improvements thereon, aid is odhere'se permissible pursuant to this Paragraph 6. If Lessor elects to w;thhoke such consent, Lessor shall within live (5) business days after such request give a written notification 01 same. which notice shag include an explanation of lessors reasonable objections to the change in use. 6.2 Hazardous Substances. (a) Reportebto Uses Require Consent. The term "Hazardous Substance" es used in this Lease shall mean any product. substance, chemical, material or waste whose presence, nature, quantity and/or infancy of existence. use, manufacture, disposal, transportation. spin, release or effect, ribber by itself or in oombinadonwith other materials expected to be on the Premises. Ie either: (1) potenllatty Injurious le the public health, safety or welfare, the environment, a the Premises; (le regulated or mongorod by any governmental authority: or elf) a basis for potential liability of Lessor to any govemmentat agency or third parry wider any applicable statute or common taw Theory. Hazardous Substastce shall Include, but not be limited to, hydrocarbons, petroleum, gasoline. crude off or any poducts or byproducts thereof. Lessee chap not engage In any activity in or about the Promises which constitutes a Reportable Use (as hereinafter defined) of Hazardous Substances without the express prior widen consent of Lessor and compliance In Limey manner (at Lessees role cost and expense) with ail Appdcabis Requirements (as defined in Paragraph 6.3). "Reportable Use" shalt mean p) the Installation muse of any Move or belo:v ground stowage tank, (11) the generation, possession, sorage, use, transportation, or crspesei of a Hazardous Substance That requires a permit front, or with respect to whfci a report, notice, registration or business plan is required to be filed with, any governmental authority. and (h) the presence In. on a about the Premises of a Hazardous Substance with respect to which any Applicable laws require that a notice be given to persons entering or occupying the Premises a neighboring properties. Notwlthstandmg the faagatng, Lesson may, without Lessor's peer consent, but upon notice o Lessor and in compliance with all Applicable Requkomenta, use any ordinary and customary matertda reasonably requked to be used by Lessen in the normal course of the Permitted Usa, so long as such use is nota Reportable Use and deep Dot expose the Premises or neighboring properties to any meaningful risk of contamination or damage or expose Lessor to arty rabiery therefor. In addition, Lessor may (but without any obligation to do so) ccnditon its consent to any Reportable Use of any Hazardous Substance by Lessee upon Lessee'¢ giving Lessor such arf:alonal assurance; as Lessor, In its roasonabfo discretion, doom, necessary to protect itself. lite pubec. the Prem1365 and the ermkonmert against damage. contamndnation a injury entity liability therefor, including but not limited to Lha Installation (and, at Lessees option, removal on or beer. Lease capitation or earlier termination) of reasonably necessary protective modifications to tfo Premldes (such as concrete encasements) antler the deposit of sn addltional Security Deposit under Paragraph 5 hereof. (b) Duty to Inform Lessor. If Lessee knows, 0r has reasonable cause to believe, that a Hazardous Substance has come to bo located in, on, under or about the Premises or the Beading, other than as previously consented to by Lessor, Lessee shall Immediately give Lessor written notice thereof, together with a copy of any statement. report. notice, registration, appeafion, permit, business plan, license, claim, action, or proceeding given to, or received from, any govern- mental aulborfty or private party concerning the presence, spill, release, discharge o1, or exposure to, such Hazardous Substance Mceding but not amhed to sit such documents as may be involved in any Reportable Use Involving the Premises. Lessee shall not cause or permit any Hazardcus Substance to be spilled or released in, on, under or about he Premises (including, without limitation, through the plumbing or sanitary sewer system). Premises; harmless In from and against Lessee shall indemnify, protect, defend and hold Lessor, Its agents, employees, lenders and ground lessor, if any, and the ga nst any and all damages, liabilities. judgments. ousts, claims. liens, expenses, penalties. loss o1 permits and attorneys' and con- sultants' tees arising out of or Involving any Hazardous Sub:nonce brought onto the Premises by or for Lessee or by anyone under Lessee's control. Lessee's obligations under this Paragraph 6.2(c) shall include, but not be limited to, the effects of any contamination or injury to person, property or he environment created or suffered by Lessee, and the cost of investigation (Incoding consultants' and attorneys' fees and testing), removal, remediation, restoration antifor abatamere hereof. or of any contamination therein involved, and shall survive the explralion or earlier termination of this Lease. No termination. cencenet'ion or release agree- ment entered Into by lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor In writing at the time of such agreement 3.3 Lessee's Compliance with Requirements. Lessee shag, at Lessee's sole cost and expanse. tune diligently anal ;It a timely manner, nom* •uii:h dt "Applicable Roqutrements," whch term Is used In this Lease to mean all laws, rules. regulations. ordinances, directives, ccvenlres, easements and r05Jt000ns of terata, permits, the requirements of any appltcsben fire insurance underwater or rating bureau, and the recommendations of Lessor's eonr+ggineer„ and/or cermet• lents, relating in any manner to the Premises (including but not limited to matters pertsiring to (q industrial hygiene. (et)) environmental conditio0s at. In. tender do about the Premises, :weeding me and groundwater conditions, and (iii) the use, generation, manufacture, production. Imualleeon, eutietansn8*. re-lav&, came potation, storage. spit, or release of any Hazardous Substance), now In etect or wtech may hereafter come into effect. Losses shall, within five (5) days atter (stole: of tossers vattten request, prov Lessor AM copes of all documents and information. Inchinngg but not limited to pe:mYs. regstrations, manifests. sp li- 103009 reports and certificates, evfdendng Lessee's compliance witn any Appecabo P.equIroments spe.-lfied by Lessor, and sea11 lnsreckalely cppo0n receipt t0t4y Lesser in writing Nth copies of any documents Involved) of any tlreatensd or acual calm, notice, elation, warning. complain: ti report pa1.etalr9 it, or lave-lying 1aikre by Lessee or tie premises lo comply with any Applicable Requirements. 5.4 Mapsctlon; Comp)lonco with Law. Lessor. Lessor's agents, employees, contractors and designated rapaser a rues. and 1.819 tt0!dSra of sly r, eves, fdeeds ot trust or ground qua leases on the Premises ("Lenders") shell have the right to enter the Premises at any Gras in hemergency, e came of art emergenand other- weepurpore of inspecting the oond,Hnn of the Premises and for verifying compliance by Lessen with 1N3 Lease end tip AppC iter% RaquInxments (aa defined in Paragraph 5.3), and Lessor shoe be entified o employ experts and/or comuItante in canrriim fnorswah to sdviee Leaser with respect o Lessee's activities, InckrdIng but not limited o Leaseree 1m:12110on, operation, Use. monitoring, maintenance, or removal of any Hazardous Stebeanmn cn or Isom the Premisae. The costs and expenses of any such Inspections shalt be paid Fergie party requesting same, unless a Default or Breach of this Leash b/ Lessee ora viola:len of App!oabfe Requ',remon5 ora contamination, caused or materially contributed to by Lessee, is found to exist or to be imminent, 01 unless the Inspection Is requested or ordered by a governmental authority as the revel of any such existing or Imminent violat63n or cant8.t!nelion. in such case, Lessee SIVA upon request reimburse Lesser or Lessor's Lander, as the case may he, fix the costs and expenses el such Inspecttana. 7. Maintenance. Repe(rs, Witty Instal:aeons, Trade Fixtures and 7,Itareticte. 7.1 Lessee's Obligations. (a) Subject to the provisions of Paragraphs 2.2 (Condillon), 2.3 (Compliance vat Covenants. Restrictions and aullding Cede), 7.2 (t.essoee Cb?gations), 9 (Damage or Ovstsucton), and 14 (Condemnation), Lessee shall. el Lessee's sole cost and expense and a: aft Groes. keep the Practise and every and thereof in Cool order, condition and repair (Wheeler or not such portico of eta Prernees re ;Wring repair, or the means of repairing the same. e:e 'semester of reacgy arxeSsM, e to Lessee, and whetter or not the need for such repairs off u:s as a result al Lessee's use. any prior ase. the etnraonis or the ago o! sr1 pee lion of the Premises). Including, without Smiting the generality of the foregoing, all equipment or facilities eppt�toticasy ssrvfttg ^ha Premises, meth es agreeing, has(• so, air conditioning, ventilating, etedtical, lighting facilities. boilers. fired or unfired pressure vessels, lire lose connections if within the Promos, fixtures, interior weSs. inierlor aurizccs o! exterior weer, cal ng . floors, windows, doors. plats gins. and skylights, but excluding airy Hams whitch are the reeperrbeiaj e>< Lassa pursuant to Paragraph 7,2 bellow. Lessee. M keeping the Premises in good order, condition and repair, shell exercise and Worm good me:lenaroa p eekcas. Lessee's obligalions shall include reteradens. replacements or renewals wenn rsoassary to keep the Premises and all l..po smarts thereon or a mr. ;hermit.: geod order, condrtlon end state of repair. (b) Lessee shad, at Lessee's sole cost and expens3, manure end ntsint in a conned, with copies to Lessor, in ceetomary form and sufbsarca ler and eth a contractor specializing and experienced in dos Inspection, maintenance and ,orrice of the heating, air conditioning and ventilation system for the Promises. However. Lesser reserves the rightupon notice te Lessee, to precuts and ntafn(5n he contract for the heating, airc0ndh'oning and vendlatlng systems. and i' Lessor so ctsss ele, Lessee shag reimburse Lessor, upon demand, or thecae! dieroof. (c) 11 Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after ten (10) days' prior writer. 005oe to Lessee (except in the case o1 an emergency, In which case no notice shag be required), perform such obllga(oas or. Lessee's behalf, and put Y.n* Premises In good order, condlaon and repair, In a000rdance with Paragraph 13.2 below. 7,2 Lessor's Obligations. SWiea to the provisions or Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants. Re,lricfons and Beetling Cale), a.2 (Common Area Operating Expenses). 8 (Use), 7.1 (Lessee's Oblgotlors), 9 (Damage or Destrucea an) and 14 (Condemnation), Lass, legend o reimbursement pursuant to Paragraph 4.2, shall keep In order, condi icn anndd repair the foundatlons, exterior wage. structure condition o1 !Meta bearing walls, exterior roof, fire spanker an /cr standpipe and hosed located in the Common Areas) or other automatic lire extinguishing system indudng :ice alarm enctor smoke dot MULTI-:TENANT—GROSS 81 American industrial Real Estate Association 1093 —3— systems and hequpment, fins hydrants,hire :ohs. weer/rays, pathways, d-r_wayS, le. res ry,r ,,; i sie;-a; and u:eSy rya wring g tins Cc scan Areas and eh per* thereof, as well as providing the services for which there is 8 Common: Area C'+ e} o: .•;s , n Paaayayb 92 Lesox shall not to obligated !o oma: the ezterior or aerie- surfaces of crawler wade no: shaft Law: tha obtgairdno rain**, rooms y err aw,=-..,cads, dace or ps glass or the Promises,:,men expressly wares the bore: S of any elatut8 now a !wreath in slea odds': ab (:sssae t'le .:; .:aite:ea m e; Lessors ;:oasa c. :7 harmine .O1ie ;ease because oe Lessor's *lime *beep Y.3e Buil?-.;t, ttdesteat ^.sc7.'era ryr.mon Ames In J mer. rearlon .1 a rep*. 7.3 i:8ity tnatalta:fors, Trade 8 x8uc a, ANerahons. (a) Da9Mttons; Conant R.:;L-h-8 . The 8f:n "Utiles ataiiat o s' st Lad Vs ;essa (c :aftr :: a ones. p7sa•rystt:.rfca! drs�;sr- stxd , Ste �w.'e:sction systems, u.:.r...vda+, avis syste be1r1:7g rcrc2. ''?6 �. vertata:t-4 s r „t x^! -,"?.-g r''sr. ti.. Kr.F,;.k"r.: er4 sop se-tt 3«O'3: L:8 Premien. Tns-tor7 ": Ag 7hXK" Shamarl .,8sg Shad maatra r..eawn: r ante sC -er. ve-::s cu lt-:»? vR�ot..vfrg-f.15rr,-: caress :r: P•emaes. Tea tam "Atkraaone" VIZ" mem ay sonar tcatfan e! the Lap ave-s.s on Ins Premien ..''+c- a s,•rai/, V: f:y task*, -der niece ^s 07 this terse c : r than lift 'stellate s r Trade n...ar,i lassos -Owned Attentdrsne rd' c May St ate11osm" a-8 t„ -at as Alt red:re a 4.^cr ' ,'-•-rs nth* by :xave ale era ra yet owned by Lessor pureuent :o Pawn:: 7". AM? s:`*9; r.:::.s-iy •.:• ':,S Pleas sq viva-. - _ < . • 'rateiter..s 7.^.. IA iTc9r ?: StaSC Lh2 t':9.Ttres wl?Yt3 L833e!i r -`•Y "-?33 Sc -Sr". / 2729, noir.=+�i-"r -a<? ---i .: J :i • Praises taut: ' the soot?) +•^iw , ;asses arrant `':: 'sore- testa ::.Fs: , et; as • `t.� a= ..,• 'stile :'::•r the offs :a of the s. ':va117.1t01•J1L-,y oet 1 0::9,.rimt 's x! •say9Stnwc3.3- re - s -;..:.:• fro cos a:e,'ilrF Gsirtq to Tarot c' this L 33 as suended toes net 2r:aa: 5Z ;.,.. s a. '•: ,.*=,o7 :/s 2 a ' " c r•) goasCC' Arty At.4."ations Why 113:M1at o $ Iia: r.388e3 "<t-? :>= i ::. nil 4Q v4de `-'3 ,f r,- - - VOC r mir2r �Jfr w'1j rS•s itra ,'1'^e�. AOcan `J GYM by Le55_.:U'.:O`'•.::t"•�':^:.i cariE4: ` .��.b?"' ifs :2:�.aMto rlsr e 08:2d -,t0:.: •r, :.css38s sell 1: s' 3^.a 18 *8.-r.8a rawest: x' bj .r,--r-te a.'r :'?8s ' t y� r v OSCS xr 3'J 5 - .a .as^ s. 3' G7 ter on: er• 09rr"4F rya:Lf• Y"• r arY � the Chart; cr .;,r0ailx:8t3rs !a the AtnraL.-,: t>; Miry ttstasrxr.':: tart• iron :: 'moi,-a•i'�.srm3r d `:s vete, thereon: s•+C (;r; the -•. Lessee vita eg carq.4crs of sad pe:rrxs is a pro:,pt and expedllxus rants.'. 8r y .0.s'3tfcra ,JiT'.;r r'ssrsSars'J+ Lasso drat/ ell term x is Lar+e col l be .loos int a good and woeamc„i33 G m0380;. v69h good and sultde n :ratat'}s. s,1 be yi =mama rah fi errlay2 Rin /fame:re. ewes sear; apen completion thereof hada Laser with as-S•ret Mans and apesit.atfees ;teetr. Lasser .-r: ro; ,'•'a. 2;:vzc• o es Lech zrr„ - a+a sol e tr :. rsquerox: Alteration or May irtslsla3r.. cat co= S2,5•71OO o• mc:s toren Les eta ^n; r:S`:7 :Asa' ve ` a ^•s- 04 ss-. tar in ,n sP;;.r4„:'at-a;'4 --i std one•1a3 taws the arilmalsa coat o! such Mermen or Utility Insmari `.. (c) Lino Protector. Lean shell my when due IA 4'i:P3 10. Ys:a r ^atSrQiS .+ :ad or t egad to errs 80 trArtsosed to or for :lyses t• :• •-• hue oar Iso Premises. which calms ata or may be scarred by any mechanic's cr rusrfa runt's aga1 st f;:e?ra.-5ss van:, frt5rs< brag*. L4sm Srg7 4:,g Lessor rot less than isn (1G) days' n38re prior 80380.13333033888880 a any veer er, o':, ar ear the P -mass . e -d Lo c: beat. have the right lo ccs:: aims C noel-raspocsibi ty In or on the Premises as provided by raw. 3 Lessee shah, 83 good an;; -.4 ths 'rah::/e' edy limit Asa. dean e- dersre. the., Lassa site, a. 11ar cote experae, defend ear protect tse;t, Lessor arra the Premises age» `t (ha same and staff pay and sa4t'v ery such adverse judgment that tray on area thereon before Lira i0orrament thereof against the Lessor or the Prertlem. 30 f, -rs ;fir;. Lerma AZ; 's:'+,t 8.01O a surety bx-d saastu .1 ho Lessor in an mourn tactual to one and orterha dires dth moan ci sixth contsMed Car darraderro-d, andormrryhoe3.088112930533 r,a38*, 801811.35839,88 required by law for the holding of the Premises he from the effect of 8L'Ch lien or cerin, in arlat r, La..,^_'rni psga o L, silo o pay Lemon's acro -'seg' fees and costs In eatelpatng in such action d Lossor whae decide t Is to he best b aras:ft docs. 7 4 Ownership, Removal, Surrender, and Psstoraticn. Paragraph a 09rvsh!p. SuMsct ro Le5Sarrs right to require thea ward arra fi n�..r s,✓ rs8 is fo bIso the conte thaw: as rA:ern3'ter provided c this P graph: all Akoradone and UD5ty I.lata3shone made to the P:e.•mioa by Lasso sft0 La 0 propery o'exl owned by Lessee, tat con 48ed 8 p2tf y; the Promises. Lessor may, at any Imo end e! 8n option, elect In vni2ng to LOsace t0 be the wine soli ec or ay apedtad pa; el the Lo -Oenod Armrests and Whey Installations. Unless otherwise Instructed per Sll pssoglap11 7.41b) home, zi fearq ;:ad Athirtkns anal Wei frrw•a7.ations Mute et the erka1o3 :^ =Dar wermhsa3on or We Lease, become the property of 113801 end mean ;o:- 8810 foam -Liles a::d: a r-vraafa-tea # the Premia s by Lune. (b) Premoral. Unless othemtae agreed in smiting, Lessor may requea that wr/ a a0 LatoseCtmed Fee -att.. or UTA9/ Ins3deare be removed by the expiration or eater laminatto. of the Lease, 5owitlstaoding that tett 6r,.a!a3n cm/hates Lest .zns5319d to b/ Lesser. Lessor may require „^.a rerovat at any time of 211 Or any part of any Mambos ar Wary *wanton. made without *o rsr,.T,-.d crneertor Lessor. (c) Surronder/13asro,'atlon. Lessee hat surrender the Promia83 tri the ar a the a*: c! the Laza arm or any eater teratinstcn data, fee:: end free of deals and In good operating order, condition and state 0l rata. ar32y war a•1 tea exce,ad. Ceddary wear and tarr shah not Include 8n1 dam- age or deterioration that would have beeh prevented by good maintenance prates orbs Loess paKamYrg Mt of re agendas .cider 35 Lease. Except as or. arais0 agreed or speclUed herein, the Promises, as surrendered, Shah Mcra01e 03a Ai wagons as147Jty fns^a8a , Tan obligation c! Lessee sheen bn:Jtxfe rho :ewer of any damage oceasf00od by the Inagti25on. maintenance or removal cr Leesrac'S Trade Rana, her shores, scanPnent and Lessee -Owned Atte:sant. and Wray Installations, as wee es the removal or any storage tank 1113al3d brio. r0Lrsa, amid* rerun 31.733105773, or rentuBshSn of ay sat. material grau3 water cOraar75,ated by Leasee, ell as tray then be requited by A3p,r is rice rvr,.s,.a 8.4 hood pract o. Lessee's Trade Flews shill miner :he atogor9 of Leasee and shat h0 removed by Lessee subject to Its 00txga0to resp+• end rasters the Premiers oar t :'s Lsabe. 8. Insurance; Indemnity. 8.i Payment of Premium Increases. (a) As used herein, the term "insurance Cost Increase" 3 cleaned a a rJ r sz to 28001133153311011859 ireurance sppecaba; ie the Building and 0078,409180 to he canted by 101300 pursuarm ro Para9•stns 8.2(b). 8.3(a) and 8.33(39), r'Regodm0 b' '), ova~ 3071 above the Base Premlt:m, as herotnalter penned, calculated an an annual beat insurance COSI Increase' 5half Lodrode, butr• be Pr.,8ed fo• rrrgfd'ernerrrs of tfre.horck^of a mortgage or deed of trast acv. wing the Premises, imrwsed vaivarlon of the Premises, and/or a general p•smium mos n s,sos2 'rho lw,s. Irani= Cam In:rease" a a8 not. however, !:gids any premium increases resulting from the nature of the occupancy of arty otter 1=41.303 353 4'aferg 30 the ,-a „� kiwi 8 :ki1ar amount ht Paragraph 1.s. Serh r!moua1 ahaa be cons3der301 the 'Bose Premium:' it a dollar amount has rot been, *Wed in Paagt eh 1.9 scsi If the 8ui0135 Ina beet acrefeuely.08031ed dm bl9 the tsetse (12) momh period Immediate/ preceding the Commencement Casa.3ife Osse Pponshen" arida thew -cod prat /3m 099783 88 is such bran; (121 month period til the 8utxihng was not 338), occupied durc'q such boohoo (123 nron7r p6iod, the •Sas?nraum" alai be the forma amend premium.'0aarabty 03'7l5able for the Required Insurance es of the Commencement Date. assurni%8.a 305 reroute£ rue posrlH of the 2uk15q. In no eroriL armor, shell Lame be responsible for orry porton of the premum cost a2t3utabte to liability *moan' coverage in osos s of S1.600,000 pea.: od war Pasytgoh 82(b). (b) Lessee shall pay any Insurance Cos: Increase to Lessor pure m: ±ro ! aaaa98 r,2.?mortars for alloy periods commencing picr lo, a extending iayond the tear„ of this Lease shalt be prorated to coincide with the 030, cern. 129 Cor„m&to2twrr 013 or 8zp,7Yo^ Date. 8.2 Liability Insurance. (8) Carried by Lessee. Lessee small obtain and keep In !oral duct", the rd?.. Gf ti's Lassa a Ctramnr144aeGs,•teral tia�rrty policy of insurance protect- ingLessen, Lasser end a Lender(s) whose names here boon try o the 0 7 re -02. h::vr,031 ars add:7onff trh575m a) 03e Pr'. mums rad Sitar injury, personal kqury and property damage based upon, invclviry o: arising out of the arm9rafdo. use. war,�ir.Ly G' Ir-M:rsrarsaa d the Premium and a8 areas appppvv•9mvmar.. thereto. Such Insurance shadl be on an 3a u3One basis 900013779587930lint. r,4: ra rya he err arouit sora sl53 Bern 81,330,Ci,0 per wan -ace with en'A rive:: Glared -Managers or Lessors of Premises' endorsement and contain the %hsaima.•tt Man Maeda 6.d r>Yoo' endcsemere for damage caused by heat, smoke a fumes from a hos:* fee. The policy shall not coma' any Inma.rrsured exdtra533 33 between Served armor* or habil.•ty assumed under this Lease 8s an `insured 03mraet' for the perorm:race of Laramie ° • but than I.xlof s coverage*:Insurance a51 rs.'ls' Lsaso . ts7dcall a Lan 31 The 90. of said n e to ha required tit. this Lasso a as Garrod by Lerma shoo n0. however. 6ntd the MOM/ a'•' Lavas ere- rearm Lraac M am Myon herOurder, Ail insurance y ba :eased by Lessee slue tis Grundy to and not oonfibJrefy with any Shea- Into -DSI t:/ Omar, whew fracarca ahbg be considered amass k'a , .n a may. (b) Carsi3i by Lessor. Lassa snail also maintain 838;6?/ (750347 Ps.sya.ti, 2ra', 8373188,1388101300122017118 r4t.. t: ileo Gt. the 1.5:1:- a1cs requited to t9 maintained by Leasee. Lessee shall not be named es e.". adds 3.,ef 8L'i flf f:7re'n. 8.3 Property Insurance -Building, !Improvements and Rental Yate (3) Building and tmprovsmsn3. Lesser shall obtain a14 :seepLi t 4o .-,a 12 a tart o+Mie Lease a ac?:/ r. 3r „'3s fn 5,z nwar,e or LISSC,. v3'. '038 payable Si Lessor and to any L9rldor(s), insuring against r082O: damage :O the r -X -het. Scch 3ahr},t08 37`39 ha rci'JK ?spacemen:. cost. as the 8593 s`e" 'exist from time to date, or the amount requited by any Ler400(5), but in no even! roe (fust 4'4 008 ta�Gy r -a:-7835 arts avaOo01s 8s 0328 838381 thereof 8. b;• rAason at t» unique tams a age of the Improv0men(s involved, esoh rarerarro:4 as ksa'tsr, til repfir-e n93 5et t ssea0.mad AGwadxs and Le3R3 11310.1la:or,;, Trade Fixtures and Lessee's personal property shire be f.".>3:ad by Lassa puri' 7723 Pae>t$J0 8.4 N the Goveep is arrears and r mote:May emaciate. Lesser* policy or potties 8833 Insure 398308 a6 risks of 0187 82 phevos foss a damn a (9T.Apt 99As Os od ands ear4qu9r2 serials r0eckyd 7y a lender a Inducted In the Base Pramkure), raiding oow:rags for any edC;lata' costa rarr`r ee torr dads *mord end rea20nebte amounhs 0f c0'03rage Yr re 9nktro9250nt a Any <rename or few regulating the reiwtsiruaon or rat ecar a l s' acre u-.da^xr9i ereZe a or ;'1 BrrJdtrq mgdrOd eo be domo'iahen or removed by reason c( 553 Cilia:camsr of any 37483019.1011109,531937 G: tend use teas the 033 ,^.7. a covered foss, Yl not *chiding plate (ase lrmurence. Said potty o: policies shat also contain an agreed vauaho2 p80933lon in, Esu of any �-171318'2600 dame. ear creame„r:t0n, end l'C30 .r. guar( pr2e j'an -Jalr,g an *crease In the annual property ideura ce coverage amount by a factor a :or Iles :tam tie afrstrod U.S. Cepr:mat cO Leto: Calumet Price index for A7 Urban Consumers for the slay nearest to where the Premises are basted. (b) Penna) Value. 3.3350: aha also obtain and leap in foam &.7 s the rear 31-;.85 Ce4s9 3 ex Cr tna ;cods/ In era Paor L9�S. 2:, vA t t53; cey3:'9 :o Less:: and any Ler431(s). raiding the toss a the Luh mole' end Triter c80. s : 83j if Marin o' 3a 370438g *Lessor for 019 rat 9008 rd>tg aA ere a: °Mar' Taxes, insurance cos's. 9E Oectm2t Area' Cpera1ty 31,00^.53¢ 91737 a. -r.. ed fat; frons es:. $r,(4 f 72.-s nra may provide drat in the s'r4-! :L= ! 22S3 -a (amnheled by reason of en lasted ices the arra of I:d8*M7y :5.31.-`- =reverie 8.`33 :ha 3c9nded beyad the darn Or the so::1laron er reruns :- na: emneat of the Promises to provide Os, one h/J year's:0330!.9 :a : aver:as ••:or thrs drat: 93 / .x301: 3355. Ea4 ` 51'atci s'fa.i =330 an avast 51Js t:- 'r871i : In Ee'i of oily co.!nsoranca ::2.519. and the vaunt M : vthee ` s~i' aS"..'um6 a ters8y t3 r lea r 179 a'cfnafsd par41 tram3, ?ora 9roa3'83 Taves. Eneur3339 premium cods and otter ezarse$, ii ay, 0th9:rr80 mailsS`l rtc5 -5:1 12-"o7'35 pad d. 195711. Arse 003582139 E=p9Css5 91333'nth 0 5^.• 188•r..u181128 amount to ft *veal such 1o:s. (c) hd;sco03. Rsemasaa. Leasee +:5 a'1 say lcr any 11:'40.53 to 1,5 ::F" 0$r'Cr _ _*M1 ,_?_ - j r3 G':`s 4,ri=C•`:1 6'i0 ,b� the other rwiiG n the 7rLusrnal Center a laxl Ircresss rs reused byL.sseeF acs- cr,.i � ` . fes' as�-s. cls xcc;m,sa-cy ^`. tit'rsnisrs. MULTI -TENANT -GROSS ©American Industdal Real Estate Association 1993 --4- 8359833: i (d) Lessee's Improvements. Since Lessor is the Insuring Party, Lesser shall not be required to insure Lessee -Owned Alterations and Utility testaheaons unless the item in question hes become the property of Lessor under the terms of Mrs Lease. 8.4 Loeseo•a Properly Insurance. Subject to the requirements of Paragraph 8.5, Lessen at he cost shall either by separate policy or, at Lessor's °peon. by endorsement to a policy already carded, maintain insurance coverage on all of Loesere personal property. Trade FNewel and Lesseu'O0410d Me:aeona and Leery lnstalLmtons In, on, or about trio Regales slmdar In coverage to that Carded by Lessor as the Insuring Party oder Paragraph 8.3(a). Sucb Insurance shelf be replacement lreplacement cost coverage with a deduced* not le exceed $1,000 per occurrence. The pprrooccccaadds from any such insurance shag bo turd by Lessee for tee persona/ property end the restoratlon of Trade Fixtures end Lessee•Owned Ahorations and Utility Installations. Upon request from lesser. Loeser, shaft pmdde (weer 0417 written evidence that such ;rrsurosce is In farce. 8.5 Insurance Panetta. entrance required hereunder shag be In companies duly licensed to U.vtsact trueness hn the stat9 where me Premises are 1C,ht• ed. end maintaining during the policy :arm r 'General Policyhctders Rating" of at least 3.. V, or such other melte as rimy Oe required by a Lender, as set forth in Lie most current issue of •Best's insurance Guide.' Lessee :hal not do or permit to be done anything which shall urvaridete the Insurance Klein referred to In this Paragraph 8, Lessee cha11 muse to be delivered to Lessor, wahin seven (7) days after the earlier of the Easy Possessbn Date or rho Commencement Date. care - red wOes of, or cenfllcatos evidencing me existence and amounts of, the insurance required under Paragraph 82(8) and 8A No such policy shall be cancelable or subed o moanradon except inter 1Mrry130) days' prior written notice to Lessor. Lessee shell et lead shirty (30) days prior to the expkaeon of such poses. far. nett Lessor ugh evidence of renewals or insurance binders' evidencing renewal thareot, or Lessor trey order such insurance and deeps the cost thereof o Lessee, which amount shell be payable by Lessee to Lessor upon demand. 9.6 Waiver of Subrogation. Wrtlhae affecting any other trellis or remedies. Lessee and Lessor each hereby release and relieve the oxer, and waive thee mire dJht !o recover damages (whether In =Meet or In tat) against the other. for loss or damage to their pr°peny arising out of or incident t0 the pedis required to be insured against under Paragraph 8. The (Mede of such releases and waivers of the right to recover darreees shalt not bo embed by the amount of Insurerre carried or required. or by arty dedudlb!es opplicabte thereto. Lessor and Lissa* agree to have their respective insurance companies issuing property damage insurance waive any right to subr0aad0n that such eompantas may have against Lessor or Lessee. es the case may be. so lag as the insurance is not Invandaler( thereby. 8.7 Indemnity. Except for Lessee's negligence and/or broach of express wanamlea. Lessee :halt Indemrvly, protect, defend and teed harmless the Premises. Lessor and be agents. Lessor's master or ground lessor, partners end Lenders, from end against any and all deems, lose of rents 1(547or damages, costs, gene, Judgmeno, penetjea, loss of permit attorneys' and consultants' tees, expenses andter hat1nees ening out of, Involving, or to connection weer, my �dpansy of the Premises by Lessee, the conduct of Lessee's business, any act omission or neglect of Lessee, its a9anee contractors. employees or invitees, out of any Default or Breach by lessee in the performance in a tlmey manner of any ebt1gatbn on Lessee's part to be performed order this Lease. lee oto- golre sheat include, but not be Welted to. the defense or pursuit of any claim et any action or proceeding leeched therein• and whether or not (In the came of doers 01340 against Lessor) I(491fed emYor reduced to Judgment In case cry action or proceeding be brought against Lessor by reason el any of the foregoing matters. teesee upon notice (rem Lessor shall defend the same et Lessee's expand by counsel reasonably satisfactory to lessor and Lasser shell cooperate weir Lessee In such defense. Lessor need not have first peld any such claim In oder to be so indemnified. 8.8 Exemption of Lessor from Liability. Lessor shag not be liable for InJury or damage to the person or gods. wares, merchandise or other property of resists Lessee. Lesseeom , Mean,. cest comrac1Ors. invitees, customers, or any other person In or about the Promises. whether Ruch damage or (n(ury !s mused by or dpi. gas. water or rain, or from the breakage, leakage, obstruction Of other defects Of pipes, Ike sprinklers, wires, appliances, plumb. ro9, air conditioning or lighting theme mOe, or from any other cause, whether said injury or damage results from corn584ns arising epee the Premises or upon other portions of the &Slang of which the Premises are a part, from other sources or places. and regardless °l whether the cause of Etch damage or injury or the ratans 01 repairing the same is accessible or not Lessor shag not to Heber for any damages eieng from any est or neglect of any other tessera Of Leaser nor from the issue by (.0950r to enforce the provisioned any other lease in the Industrial Confer. Notwithstandting Lessor's negligence or brooch of this Lease, Leiser shall mem rte circumstances be (labia for injury l8 Lessee's business or Lor any toss of income cr profit therefrom. 9. Damage orDesbugon. 9.1 Detnttons. (a) "Promises Partial Damage" shag mean damage Or destruction to rhe Premises, other than Lessee -Owned Alterations and Utility Installalbns• the roper cost of which damage or destruction is fess than fid percent (6094) of the then Replacement Coet (as defined In Paragraph 9.1(d)) o1 the Premises (exdud- tng Lessee -Owned Alterations and Uerty InstaI(l(ons and Trade Fixtures) Immediately prior to such damage or destruction. (b) "Promises Total Destruction' shall mean damage or destruction to the Premises, other than Lessen -Owned Alterations and Utility Installations, the repair cost of which damage 01 deshuction is fifty percent (50%) or more of the then Replacement Cost of the Premises (excluding Lessee -Owned Aftera0ors and the(1y Installations and Trade Fixtures) immediately prior to such damage or destruction. In addition, damage or destruction to the Building, other than Lessee - Owned Alterations and tihity Instaltaeons and Trade Fixtures of any lessees of the evading, the cost of which damage or destruction is fifty percent (50%) a more of the then Replacement Cast (excluding Lessee -Owned Aterations and Utility Installations and Trade Fixtures of any lessees of the Building) of the Budding shall. at the option of Lessor, be deemed to be Premises Total Destruction. (o) "Insured Loss" shall mean damage or destruction to the Premises. other than Lessee -Owned Alterations and Verity Instellatons and Trade Freie l es, which was caused by an event required to be covered by the Insurance described in Paragraph 8.3(8) irrespocllve of any d.Wir iNe amounts or coverage (d) "Raplecemont Cost" shell mean the Costo repair or rebuild the improvements owned by Lessor et the time of the oourrence te their condition and existing Im dm nprior t uding demohlion• damns removal and upgrading required by the operation of applicable buid!ng codes, ordlranoas or laws. witHazardous eductIce depreciation. Substance as definedstance to ParagrappCondition" e), in, n, or under the Premises. discovery of a eadilion kwolvL'xJ the presence ct, or a contamination by, z 9.2 Premises Penile Damage—Insured Lose. 11 Premisac Partial Damage toot is an Mewed Loss occurs, gen Lessor shag, et Leeson; expanse• meet such damage (but not Lessee's Trade Fixtures or Lessee•Ormed A115101ons and Utility Installations) es soon as fearenably possible and this Lease shell candnue in full force end effect In the avant however, that there Is a shortage of Insurance proceeds and ouch shortage is due to the fact the. by reason of the unique nature of the !mprevemens in the Promises, full re ant cost insuranwcoverage was not commercially reasonable and available, Lessor shell here no ebt'g• aeon to payor the shortage In insurance pr oro fully restore the unique aspects -of tee Promises unless Lessee provides Lessor with the funds 10 cover came, or adequate assurence thereof, within ten (10) days (Mowing receipt o1 written notice of such shortage end request therefor. 11 Lasso: receives sa`A lends or adequate assurance Meteor within said ion (10) day period. Lessor shall complete ;nom as soon es reasonably possible end this Lease strati remen In hull Mete end effect. I1 Lessor does not receive such funds or assurerxo suntan said period Lesser may nevertheless exact by written notce to l •'sane within ten (10) deyi t1ereaher le make such restorallo5 and repair es is cammerdally roasonab(e with Lessor paying any shortage In proceeds, in which case this Leese shell rennin in 1111 forte end effect. If Lessor does not receive ouch Wedges assurance widen such ten (10) day period, and U Lessor does not so Mee to restore and Mae then this Immo shall terminale obey (60) days olowing the occurrence of the damage or deeeteiton. Unless otherwise agreed. Lessen shag in no event horn ern right to reimbursement from Lessor for any funds contributed by Lessee to repair any such damage or destruction. Prernees Partial Damage clue to rood or tante gees shall be subject to Paragraph 9.3 rasher than Paragraph 0.2, noew(Uhstendog Me:there may be some Insurance coverage., but the net omeeeds of cry vacs! Insanance shag be mads avertable for the repairs it made by allies Party. 9.3 Patter Damage -Uninsured Loss. (1 Premises Partial Damage rest Ls not an insured Loss owes, unless Ca8'Sed by a negligent or vieh9 tie of Lessee (in which event Lessee shag make to repairs at Lessee's expense and this Lease shag continue In full tome and Otom), Lessor may er Lessees opice. either (0 roparr such damage es soon as reasonably possible at Lessor's expense, in which evert this Lease shall Continue in het force and syaci, or ((1) give writ- ten make l0 lessee within thirty (30) days atter receipt by Lessor of knowledge of the occurrence of such damage of Lessor's desire to terminate this Leese es of the dale sixty (60) days tohowing the date of such fleece. In the event lessee elects o ewe such noire* of Lessor's Intention to terminate this Leese, Lessee she ewe the eght within ten (10) days after the receipt of such nolloe to give written notice to Lessor of Lessee's commitment to pay for the repair of such damns, •ata6y al Lessee's expense and without reimbursement from Lessor. Lessee shall prtrride Lessor weir the requ(od funds o: saticiacory enurahoe thereat wabin Gti y (30) days otlowing such commitment from Lessee. In such event this Leese aha)! continue In fug force and elect and Lessor shell :mooed to meso sur. repairs as mons raascnaby poss1ble elute required kinee are available. If Lessee does not give such nape and provide ate funds or essutrenca thetedr wi h• In the picas specified abets. this Lease Sean tem•Jnale as of the dare sped0 ed In Lasso's notice of tenmr8Jon. 9.4 Total D7s11etlen. NCwv(thsein4Ing 2ny other provision hereof. if Premises Total Desbuctlon occurs (including any destruction required by 291/ 30(1'4- 3zetd pubic athol y). this lease shag terminate sixty (60) days following the dste of such ?remises Total Destruction, whether Cr not the damage of deseuclon is an Insured Lass or was caused by a negrigare or wat a act of Lessen. In the event, however. that the damage or deslrudlon was caused by Lessee. Lessor shag nave (he right to rerovzi' Lassoes damages from Lessee except as released and waived 1n Paragraph 9.7. 9.5 Damage Near End of Tenn. If at any lime during 00 Inst six (6) rnonfhs of the term of this Lease theca is damage for w7*.h the cost to rept: Weeds ono month's Ease Rent, whether or not an Insured Loss, Lessor may. el Lessor's °peon, terminate this Leese eleseve sixty (60) days fo!loveng the di=re of Ow:arenas rens of such damage by giving written notice b Lessee of Lessor's 930C.ion to do So within thirty (30) days after the date Or =curfews of arch demage. Pravfde4, however, if lessee at that am* has an exec dssbte cp(on to extend this Lease or to perehes0 the Premien, then Leasee may preserve fits Leese by (a) exorcising such Orton, end (b) prowding (esus with any shortage in (70wance proceeds (a adequate assumes thereof', nestled to mese ere repairs on or before the warlier tch such (0 the date which is ten (10) days akar Lessee's receipt of Leasers wefen notiee purporting 10 %tethers tis lease. or I1) Me day peer to lire stare option expires. If Lessen duly oxerotses stxh option during such period and provides Lessor with funds (or adequate assumes Memo!) to cover any stortago In insurance proceeds. Lessor shell. at Lessor's expense ropair such damage os soon as reasonably p esele and tits Lease shah continua (n fee force and ectad. If Lessee fails to chords° such °peon and provide such funds or assurance during such period. then Ihls Lease shag terminate as of the data set forth in the first sentence of this Paragraph 9a. 9.6 Abatement of Ren(: Lessee's Remed'a. (a) 1n the event of (1) Premiss Partial Damage or (1) Hazardous Substance Condnicn for which L.assee is not legally responsible, the Bore Rant, Common Area Operating Expenses and other charges, If any, payable by Lessee hereunder for the period during which such damage or condition. as repair, rime- daton or remeralon continues, shall be abated in proportion to the degree to which Lessee's use of the Premises ie impaired. but not In excess of fecceeds from inwranCe required to be carried under Paragraph 8e(b). Except for abatement of Base Rant, Common Area Operating Expenses and other charges, if any, lis aforesald, all other obligations of Lessee hereunder shall be pertotm04 by Lessee. and Lessee shall have no claim against Lesser lO any damage suffered ea• son of any =eh damage, destruction, repair, remedlatton or restoration. r MULTI-TENANT—GROSS _y American Industrial Real Estate Association 1993 Snafals: (b) Lessor shall be odiesthisd 10 rerV r or restore the Premises urger the pravisiors of this Pa:a tae, S and chair sot msessn^s, 'n a stem:arra Sed ntwrieeful Tray, the repel: w :este:stion of d9 R74.72.W3 wtthin nf.•tety (90) days atter such obligation shaft suxus, Lessee 3,Sy, at s 1; etas peer Solite xr- sraxs- .-.ae 0 exit raped: rx ressersfRl, ;eve written , oece to Lessor old to any Ladders d which L esee See atual torics of Lessee's 3f9G:C2 to tes Leen se a da;a not fssa «fir sty (50) e=ye 9:"3,31:11,1 ere ;trine of eine noSw. t1 Lessee glyeseuch iteslox to L9os2f and sacie'153 515 and wee roses:" a •es!t eros 'fifes Very Sees) den Vet r303fet r.5 wet r.`" $test 9!s tease sitar; mri rethste 82 aF 7"9 3tl3 severer. 91: e. 4 i in anettleste: r 9 '_9-43- -emu ere repair :f reeresst'9r re the %-9ioiSS3 'ry:t`.1` •hit:y (30) dm ester 3'e ro0alpl :K soot• reiscr. Leis Sees* sI1& csnfin'_e ' :s:7stxa' es clad Of 'mss Pueerase 3.5 3321; miser 0310' ere enconotriensi9uchec 55cn 012,3 Wept:atio` : Su ?e:0'97 are. x'f•s b*._c . , r es yews ors tell Promft3. we :Save pCfrTb'35. 2.7 0th arda'7 Sebeeence 0Andefooa• i a Reza/dote Submit -es Coiner:3n occurs. uniesi Lessee r. very 329peselei9 tlerej-,r nes : oaSt uss" see!! matte the freres3raslcr sod nemeses rn h'u'mor :Nue ed by Apple -able Requirements sad this Less shell essthies t :neer force end enact. 17j esters e. 's13so13 riehts under Paagrapn 3.2tc) std Pet39:501 131. Lessor may el Lessors opt»r either (7) im'estIgale and reesellete sero" Nesta:dere .t_bo,so core/Roe, 0:squired. 83 3003 as seeds tl r seems at e.eeasors expense, In :shah event this Lease shah con7nus in tuff face and aftee, or 1F) F:2-4 ass -V.5",; t:..1 f0 iers3Hgete ani remediale such ocedethe 373807/3 evolve (12) limes the then rcnthly 2aSs Feat o S102,e000 :hitt Str3 73 Tests-. 37.3 �. - r:9-:, '.twee elms sem en) Cars Otte:v0*111v •_esus:: c` k,'av miles 07 :nal occw oce of such liararea:3 5.'.132=23 Col 712cr 'f ',weer:_9a: a 7: -t-aa 5- s Leese as c7:it4 da:2 sixty (50) days letC dr r tee date of such nodes. In the meet les3or execs to give 33•31: of Lessor's irtenren:p'sem:S1O75 ' Lesss '.33399 shall trove Fee 73717 r7'1.3n ler 90) %mays a'•Isr the receipt or such notice io give wee= Thous Ic Lessor of Lesaea'5 C3rnitpm:le pay for t".2 5.3 9 Nets :a) ,Inver 51os end r9.•n2f1.W'Ic;t of suss Neta'71ous St 291 POe Condition to the extent required by Macabre Regwrem9tls. guar gel an armee ecus; :c :reetwe (12) times flee 5n ;.totrih,y Bess Rent c- 1Ce.000, wliehever is greater. Lessee shall provide Lessor serf- the fj-„s :ecal;red - :mess sessfacac-' :ss-aarae theme within thinly (30) days elowlee zedar.•.rd:etent by Lessee. k: such event this Lease shag x:9.:n 1r, u2 !mos sad seem end Less:' ss= see -sad es s:eet such 5131077082792710033(7 res: Via!'-: t ea son.. 15 eserona ty passible after the 302(702 funs acs sv328b'2.'.f !.9239a -a: 3730 Twort` .:;9713 a -d sande the :equeed fuxs or assurance t1sacf 1077131 the 7110 peed sped:ed above, Ws Lease shed t9. -'nate as of the date so0deed 77 Lessor's r=Antes 0' !se etesecn. s4 T natYv)-Adreot ?aye s;•s. '.p -r.. tarmisaton et this Leese ewStiant to this Paragraph 9, Lessee sial rs"rr, 70 Lena,. trey =ever=etyma-. etede by Lessee to Lessor and so mush of Lessee's Secure3 Depose, as has not beat:, or is nem then req 'ted 40 719. Jeer! by Lessor ureter tee 'terms tee kis %ewe. 2.9 Wsiyer of SUti10e. Leoscr and Lasses agree that the terns of this Lease shag govern the effi ei any damage V or desr'ction M the Pr3o,43: `d cute Sestina with rupees to the terrn7r8or of the tease and hereby waive the provisbos of any present. or future suture to the serest, is kt erssrel': Sereeke, "es Reef Properly Tates. 10.1 Payment of Taxes. Lessor shat pay the neat Feepeny' Taxes, as defined in Paiagrap7 10.2(3), apps b19 !o the industee; Caress red sense t as 37'- en'4se provided In Parse:apo 10.3, any increases in such emout25 over 7210 Base Rael Property Taxes Leh ,•1 bs Included le 0'e caw•:gran of Coalmen Arra 'Doweling Expenses in xalydar'ee with tie provisions sI Paragraph 4.2. 10.2 Real Property Tax De)lni3ors. (e) As used heroin, the ,w#"Real Property Taxes' shall Include any tom of rest estate tax or assessment, est er8, specs). orekary or exeee c1 - wry. ono any license tee, oammefda'. rental lax, improvement bond or bonds, l52 ' o: tax (other than ishereaa c , personal axons ter striate taxes)' rpsed sax the industrial Center by any auUa7y Mein r the Orap or indirect power to tax,.sttduding the cele, Meteor federal government. a WI/ school, agrialten!. where lire, sheat, drainage, or other rmpr03017309 diste: hereof, levied against any legal or oqu.la2le interest of Lessor In rho Industrial Center or any potion thereof. ;_Lessor's right to rent or otter income therefrom, areSer Lessor's business of leasing the Premises. The term "Real Property Taxes" she.I also 71-.*oe any x. lee, levy, assessment or merge, 0r any Increase therein, messed by reason -of events occuring. or changes hr. Aportctble Law teethe algae, during :he :e:- of the Lessee (sanding but not limited to a change in the ownership of the Industrial Center or in the Improvements thereon, the execution a this Lease or any '3C7171 a- ".OrL emonMr est or tarsier thereof, and whew, or not contemplated by the Parties. (o) As used herein, the terry "Bass Real Property Taxes' shag be the amount of Real ppaerty Taxes, which are assess d against th4 Promisors Sealing or Cornmon Areas in m9 calendar year during which the Lease Is executed. In calculating Real Prcpeny Tuxes for end calendar year,. Vie Reel Prise -ay Taxes for any real ester tax year sea: be included in the Ceic1lation of Rest Property Taxes for such *Mende year based upset 2710 nu.-nber of days Wish ss- : 0aien3ar year and tax year have in common. 10.3 Additional Improvements. Common Area Operating Exposes shall not include Real Property Taxes specified in the tax assessor's records and 1Ya'1 31e9:a as being sauced by additional Improeeronts plated upon the Industrial Center by other lessees or by Lessor for the excursive srjoy /ere of sure other ocaeos. Notwithstanding 31332981312 10.1 twee Lease* shall, however, pay to Lessor at the time Common Area Opereeng Expenses ars payable under Parag3a(vn 42, Act entirety of any increase M Real empe'ly Taxes Lei assessed solely by reason of Alterations, Trade F1x7xes or Utley 1570130ons placed up21 UA ?amuses o3 Lessee or at Lessee's request. 10.4 John. Asss_s3meM. If the Building is nal separately assessed, Real Property Taxes allocated to the Building shall be an equtxble proportion 01 ice Real Property Texas tar ail o: tete lane and improvements included within the tax parcel massed, such proportion to be determined by Lss303 born he 3erteeM e vetuadons assigned In the assessor's work sheets cc such other Intorma3on as may bo reasoraby available. Lessors reasonable determieseen Meteor, In gore. :sitrl, slier be conclusive. 10.5 Lessee's Property Taxes. Lessee s71all pay p7or to delinquency all taxes assessed against arc levied upon Lessee -Owned Atte:atore and U57' itsfalksions, Trade Fixtures, „unishu1• les, 347Qssnf and ell personal property of Lessee contained in the Premises or stored wltMn the Irduseial Center. ,,N71 possible, Lessee shalt cause its lessea'Oened Aresraacns ane Utility In-stellar/ow, Trade Fixtures, hrrr,7stengs, egwprnest and as other Possosel erslab y :o be assessed and Seed separately from the Tea prepare, of lessor. I7 any of Lessee's said property shall be assessed with Lessors real 530903y. ✓zsze she!: ray ismer th8 taxes attributable 10 Lessee's property within. ten (10) days after receipt of a written statement 30ring forth m9 taxes app7cable s Lessee's p:essoy. 1. =Ms. Lessee shaft pay drecey far 331 u7Gb3s and services supplied to ties Premises, i10uding ho: pot' limited to sl8317 cky, :sleptone. 3570773 s end d citese8g of the Premises, together with any taxes :hereon. If any such 'reifies or services tro 1002 are t separately motored :o M:9 Premises r sepa.-atery b".,ted 11-e P:eseses. Lessee shag pay to Lesser a reason:tie prcporecn to be determined by Lessor of 071 such charges jsI05y'metered or bitted eel caner ;treatises 'r ::s 3.673759, in the : canner and witfn the tete weod3 est tonal In Paragraph 4.2(4 12- Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Leasse shall not70150{2270204J01 ty operation of iaw assign, transfer, mortgage or otherwise transfer or encumber (colW1vely. 'assign) ca Subt92 tri' ter any pat of Lessee's interest in this Lease or in 1715 Premises without Lessor's 0:0 -written consent given under and subject to the teric of Paragraph 30. (b) A change In the 00n rot al Lessee shall con5tltee an assignment requiting Lessor's consent. The transfer. or, a C1 mulative basis. Of Ct'9017 195 con cent (25%1m more of the vctng control et Lessee shad constitute a change in control for this purpose. (a) The ineolvsrnmt of Lessee rs :,-sets In any transaction, or cerin of tran3ecats (by way of mugs; sale, &WGJ,elton, fin -amine refinance,* maser, 77818633071 buy-out or oth2reise), abate: 03 nal a formal assignment or nypol 8cattrn of :Ns Lease or Lessee's assets occas, 0121:213631.21S or •rt'7 ruse in a: adu:3m01 the Net We.* of Lessen. ao 218101aahe7 dolined, by an amount equal :o or greater than seventy -Zs percent (25%) of stat 9231 Wort 7; !03883 as A was rsptesonted to Lance esthe erne of hunt execution end Celivory of this Leese or et the erre of the forst recent m1934190 to 1010(1Lessor hes onesasre.e- as 21 exists Immediately prior to seed transsethe ser xansarons 50ns74udlg such reduction, al wn202109 r time said Not Worth or Lessee wee or to;testo3,, 5709 b9 cen34de:edam assignment of this Lease by 7.325310/5 wiece Lessor may reseooably withhold Its consent "Stet Worth of Lasses" for purwaos of 0* Lr"a :lei 3s the net worth of Lessee (ex1Wo'ag any Cuaranto'a) established uider generally accepted aown37)29 pnndpfas consistently 8p ed (d) An avec-navel o: sub:ming ofLessee's (merest In this Leese 1vi1rou7 Lessor's spec7Hc ;kw written consent shall, at Lessors option. be a Dee' f e r7Sie atter 1.ox0 per Paragrre 13.1, or a non -camber Broach without the noossly o1 any notice and grace period. r Lessor shade le treat sure urc;reeer71 :a assignment a 327140 59 es a nen-curet* i; each. Lessor shall have the right to eider: (q tatmtnc79 his Lease. co (a) :rpm there (30) days' veirese Tarry, feLerr +see Nodes') in:ma93 the mon22*j Sass Ree: to: fie Prentiss to the greater of 418 Men fes mardet rental *-alae of :be Pra-'b-js. as rouse"' :•3:8'. meted Ly Loxor, oe one hereend :act y•,:cen: (t::ti) 01 the Base Rent then in erect Pending determin r:ion a the rcew fa2r etc: tet :ental .at•:a, d camrati ; Lane, L8%88 She pay ria afreent eel toil 3 Lasers Nalce, with rely overpaymentcedlled egsinst the next iha10Imont(3) 01 Base Ran! Ocr'teg Cl -a. and 9-•' undsryay7nQnt for the period 1st:cecer0ty to the see~+ve data of the adjustment being due and payable Sltmadtatety upon the deeternineles2 thence. =ug er. L- dte emitter zesh 3rtams end mei ereusimeet, (q Ste o'zduse price of any option a purchase tiro Premises hold by Lessee sba:t be 51739:70 sinst'2r the Men:eir monis: value as reasonably determined by Lessee (w)ttiotn Ibe Least being considered en encumbrance or any dodtxebn for depre iytion or 37150085. wpm, and min'derlrlg the premises et is ,21197961 and Self use and In good erd'lor) or one twndred ton percent (110%) of the Rp.iw prev10ttsty thews C) c :y '-dexoesseed rental or yoke odjustmerl t eroiaa cat7ited In this Lease atm be Wju2_d to requre eat the base 41dax bo deterrneeel 0110 79737x539 :o mel Indax applic8 .re to he time of such cTjeserrlst, and () airy fixed rental odes s, .tents scheduted dtmreg the remainder of tie Lease fent. 24208' woad M :4s 33111,1=43= the nee 352151 been 12 to Base Fees le effect immediately pita es bre 8'y'es:nem s 7n Lesser s dodos. (e) Lessee's remedy iter rely M870.1 of ends Paragraph 12.1 by Lessor shall es limited to compenseery damages a5dtor ir((un c1ve rei7ef. :2,2 Teens sr% Cdr$727trens hemi ='rose to Assignment and subletting. (e) Regrdless of 18:40e2 consent any assignment or subletting shale n0: (1) be 8Sa:5ve wkh0:,i t 8x07453 w 1181 as5umpeee by sus. ss277 -=s "• Let:e;sss :"1hs cteg(h s d Lsleder der Cas is80, ern release Lessee of any obugetons 7seuo39'. '{v1)the ate: rite eeleary %%Mi v o) i.9839913f OP p;=. ^res! O. Reel and ower suns Cue L.nsor 21a-surraar a for tete per s:na e of any other 01t4a2re tO be eer:o.^s0d by f e35as arra- wiz Lees;. Co'( Censor may accept any rant or ;37`etherarlco of Lessee's obi79a:f0:s from any eeeer. Leber :Len Lasses peed 3 8007030 07 :°Lea -;':w..' r- 274SV r'e't71,81Le83 adoral/ Is the 3y^;; oval or 7esteerova: of such as5tgnme17101 this amepranss of ser, rent for porcrntarr s: 071 c rest t9 a sewer a sore.2_e. of Leseces seen ,o exardse Yes rerne305 for mesa Oefautt or Breach by Lessee of any of the temrsr COVaneers or col1Yalons of Lets Lease. (tte The :order:, d 53297 7p a -y sexy : tient x Steee1tiee :that!' telt CIX'SSU:e ''r ewes:' to any reSssqusn: assignees*: ter s-_ e7ile; sseS •ter "- wry 31171334115733337302507.3532797173830015 51359 by Ilia assignee ter sebles2:0. 7773w3vo77 Lessor may cc -.sent to subsequent s Mse-ri is ani 25711'9--:":- 0. the sCetaro ter eery art1rrtrrYs ! mod:533 r.5 1.•419:0 w2ha,1 noa7/,ng Lessee o: alvona else rase unser :his Lease or the sublsao and •M 115171 octs :-_ their consent, and web action their not meager such persons from liability under the Wase o: the sr/Neese. - MULTI -TENANT -GROSS A/' (,.- (d) In the event of any Oefauit or Breach of Lessee's obligation under this Leese, Lessor may proceed directly against Lessee, any Guarantors or any- one else responsible for the perfomonce of the Lessee's obligaUens under this Lease, Including any sublessee, without first exhausting Lessor's remedies against any other person or enlity responsible thereto( to lessor, or any security hold by Lassos financial an() Each request for consent to an assignment or subletthe shall bo in writing. oaompanled by information relevant to Lessor's determinallon as to the moddiial n od ofglia Promises. If and appropriateness of the proposed assignee or sublessee, inchtdrng but not limited b the intended use ander required the PIcaUen which Ithe I a any, , the thor with a non•rOtundabio doposh of $1,000 or ton percent (10%) of she monthly Base Rent amenable to the portion of pro- cessing the request ter consent. Lessee agrees h provide Lessor whed assignment or et such sublease, or additional Informaas tion and'or documentation asonable conaideration tas mor ay be reasones aWndy requested by lessor. (f) My assignee ol, a sub'essee under, this; Lease shall, by reason of accepting such assignment or entering Into such sublease. be deemed. tor the benefit of Lessor, to have assumed and agreed to conform and comply with cath and every term. covenant, condition and obligation herein to be observed or pen forted by Lesson during mo tore 01 said assignment or sublease, other than such eblgat ons as aro contrary to or inconsistent w11h provisions of an assignment or subbase to which Le33or has speellcally consented In writing. Deposit Do ix The o ( need transaction described in Paragraph 12.2(e) shall give Lessor the right (but not the obligation) to require that the Security by equal to six (6) times the then monthly Base Rent, and Lessor may make the actual receipt by Lessor of the Security Deposit Increase a condition to Lessor's conSen) to such transaction, (h) Lessor, as a oondi1on to giving its consent 10 any assignment or subletting, may require that the amount and ad(ualment schedule of the one payable under this Lease be adjusted to what Is ihen the market value and/or adjustment sobedule for property similar to the Premises as then constituted, as determined by Lessor. 12.3 Additional Terms and Conditions Applicable to Subletting. The foltowing tense and condifiens shall apply to any subletting by Lessee of all or any Part of the Promises and she,' be deemed included In ail subleases under this Lease whether or not expressly Incorporated therein: (a) Lesson hereby assigns and transfers to Lessor erg of Lessee's Interest in all rentals and income arising from any Sublease of an or a porton of the Premises heretofore or hereafter made b/ Lessee, and Lessor may collect such rent and Income and Empty same toward Lessee's obUgations under tits Lease; provided. however, that until a Breach (as defined In Paragraph 13.1) shell occur In the performance 0f Lessee's obhgaaons under this Lease, Lessee may, except se otherwise provided In this Lease, receive, collect and enjoy the rents accruing under such sublease. Lessor shalt not, by reason of iho foregoing provlslon or any other assignment of such sublease to Lessor, nor by reason of the cotection of the rants from a sub:Osseo, bo deemed liable to the sublessee for any LWare Of Lessee to perform and campy with any of Lessee's oblgadons le such sublessee under such Sublease. Lessee hereby irrevocably authorizes and deeds any such sublessee, upon receipt of a written notice from Lessor slating that a Breach exists In the performance of Lessee's obegal'ons under this Lease, to pay to Lessor the rents and otter charges due and to bocome due under ma sublease. Sublessee shag rely upon any such statement and request from Lessor and shah pay such rents and other charges to Lessor without any obligation or right to inquire as to whether such Breach exists and notwithstanding any notice kerne? dais from Lessee t0 the contrary. Lessee shag havo no right or claim against such sublessee. or. until the Breach has been cured, against Lessor, for any such rents and other charges so paid by said sublessee to Lessor. (b) In the event of a Breath by Lessee In the performance of Its obligations undo this Lease. Lessor, at its option and without any obligation to do so, may require any sublessee to seem to Lessor, In which event Lessor shell undertake the obligation of the sublessor under such sublease from the time of the exercise ol said opt(on tome expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sub 15Saee to such sublessor or for any other prior defaults or breaches of such sublessor under such sublease. • (c) Any matter or thing requiring the consent of the sublessor under a sublease shall also requke the consent of Lessor herein. (d) No sublessee under a sublease approved by Lessor shall further assign or sublet ail or any part of the Premises without Lessors prior written consent. (e) Loeser shall deliver a copy al eny notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period. U any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured b/ the sublessee. 13, Default; Breach; Remedies. 13.1 Default; Breach. Lessor and Lessee agree that if en attorney Is consulted by Lessor 1n connection with a Lessee Default or Broach (as hereinafter defined), 9350.00 Is a reasonable minimum sum per such occurrence for legal services and costs In the preparation and Service of a notice of Default. and that Lessor may Include the cost of such aorvkes and costs in said mere as rent duo and payable to euro (aid default. A "Default" by Lessee is defined asa figure by Lessee to observe. comply with or perform any o1 the terms, covenants, conditions or rules ape/timbre to Lessee under this Lease. A "Breach" by Lessee is defined as the occurrence of any one Or more of the following Defaults, and, where a grata period for cure altar notice Is specified herein, the failure by Lessee to cure such Default prior to me expiration of the appecablo grace petted, and shell melee Lessor to pursue the remedies set forth In Paragraphs 13.2 and/or 13.3: (a) The vacating of the Premises without the intention to reoccupy same, or the abandonment el the Premises. (b) Except as expressly otherwise provided in this Lease, the tagueo by Leese* to make any payment of Base Rant, Lessee's Share of Common Area OperaUng Expenses, or any other monetary payment required to be made by Lessee hereunder as and when due, the failure by Lessee to provide Lessor with reasonabbe evidence of Insurance or surety bond required under this Lease, or the failure of Lassoo to fuihll any obligation under this Lease which endangers or threatens Ute or property, where such failure continues ler a period of three (3) days following w,Iten notice thereof by or on behalf of Lessor to Lessee. (e) Except as expressly otherwise provided In this Lease, the failure by Lessee to provide Lessor with reasonable written evidence (M duly executed original tam, if applicable) of (I) complanoe with Applicable Requirements per Paragraph 6.3, (II) the Inspection, maintenance and snMce contracts required under Paragraph 7.1(b), (I1)) the (fteleSten of an unauthoezed assignment or subfeUIng per Paragraph 12.1, (iv) a Tenancy Statement par Paragraphs 10 or 37, (v) the subordination or non•subordnatkn of this Lease per Paragraph 30, (el) the guaranty of the performance of Lessee's obligations under this Lease II tecarkod under Paragraphs 1.11 and 37, (vii) the execution of any document requested under Paragraph 42 (easements). or (vh7) any other documentation or information which Lessor may reasonably require of Lessee under the tome, of this lease, where any such (acute continues for a period of len (10) days following written notice by or on behalf of Lessor to Lessee. to observed, (d)A Doreen by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof that are performed by Lessee, other than Pose described in Subparagraphs 13.1(0), (b) or (c), above, whore such Default continues for a period of thirty (30) &elm after written notice thereof by or on behalf of Lessor to Lessee; provided, however, that if the nature of Lessee's Default Is such that more than thin). (30) days are reasonably required for IIs cure. then It shall not be deemed to be a Breach of this Lease by Lessee it Lessee commences such cue with- in said thirty (30) day penial and thereafer diligently prosecutes such cure to completion. (e) The occurrence of any of the following events: (1) the making by Lessee of any general arrangement or assignment for the benefit of credilore; (11) Lessee's becoming a *debtor" as defhged in 11 U.S. Code Section 101 or any successor statue thereto (unless, in the case of a petition Iced against Lessee, the same is d smissed within sbcy (60) dayo): fel) the appointment of a tmstee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessees Interest In this Lease, where possession is not restored to Lessee within thirty (30) days; or (iv) the attachment, exacudon or other judicial seizure of substantially all of Lessee's asset located at the Premises or of Lessee's Interest kr, this Lease, where such seizure fs not discharged within thirty (30) days; provided, however, to the event that any provision of this Subparagraph 13.1(9) Is contrary to any applicable law, such peovision shalt Se of no force or effect and shall not affect Ole validity of the remaining provisions. (f) The discovery by Lessor that any financial statement of Lessee or of any Guarantor, given to Lessor by Lessee or any Guarantor. was materiel), false. (g) fl the performance of Lessee's obligations under this Lease Is guaranteed: () the death of a Guarantor, (a) the termination Of a GuarantoeS Itabof y with respect to this Lea:z other than In aocordanco with the terms of such guaranty, (111) aGuarantor's becoming Insolvent or the subject of a bankruplCy frog. (W) a Guarantors refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation en an anticipatory breach basis, and Lessee's leers, within sixty (60) days following written notice by or on behalf o1 Lessor to Lessee of any such event, to provide Lessor with written sltornaU'ro assurances of sedtrlf, whit]. when coupled with the then existing resources M Lessee, equals a exceeds the combined financial resources of Lessee and the Guo antors that existed et the time of exscutlon of this Lease. 13.2 Remedies. 11 Lessee fails to perform any affirmative duty or obligation of Lesser under 8193 Leese, within ter. (10) days after written notice to Lessee tor in case o) an emergene/, 'without nodes), Lessor may at its option (but without obligation to do so). perform such duty or obligation on Lessee's beheU, Including but not tootled to the obtaining of reasonably required bonds, Insurance poUdea, or governmental licenses, permits or approvals. The costs and ex las of any such pedonhenoe by Lesser shalt be due and payable by Lessee to Lessor upon Invoice therefor. If any check given to Lessor by Lessee shall not to honored by the bank upon which it Is drawn, Lessor, at its arm option, may requ!ra all future payments to be made under this Lease by Lessee to bo node only by cashier's check. In the event of a Breach of this Lease by Lessee (as defined in Paragraph 13.1), with or without further notice or demand. oral wftha t Smiting L330' In 1h4 exercise ol any right or remedy which Lessor may have by reason of such Breach, Lessor may: (a) Terminate Lessee's right to possession of the Premises by any fawlut means. In which case this Leo* and the tarn hereof shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event Lessor shall bo entitled to ree0'/e( from Lessee: (I) the worth at the time cr the award of the unpaid rent which had been earned at aro time of termination; (n) 1110 worth at the time of award of the amount by which the unpaid rent select' would have been earned after temenation until the time of award exceeds the amount 01 such rental loss that the Lessee proves could 113Ve been reasonably avoided; ail) the wonh at the time of award of the amount by which the unpaid rent for the balance of the Term after the rime of award exceeds 1110 amount of such rental toss that the lessee proves could be reasonably avoided: and (Iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's laeure to perform tis ob)igations under tiro Lease or which in the Ordinary course of things would be likely to result therefrom. including but not limited to the cost of recovering posseesion ol the Prem!am expenses of referring, exhaling necessary renovation and tete.aeon o) the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor In 5Onneceon with this Lease applicable r,0 the unexpired termor this Lease. The worth at the lime of award of the amort referred to in provision (IN of the Immediately preceding sentence shalt be computed by discounting such amount al the dis- count rate of the Federal Reserve Bank of San Francisco or the Federal Reserve Bank District In which the Premises are rotated at the time of award plea one percent (1%). Efforts by Lesser to mitigate damages caused by Lessee's D0laelt or &each o1 this Lease shall not waive Lessor's right to r0o0ver damages under this Paragraph 132.1) torminatlon or this Lease is obtained through the provisional remedy el unlawful dela ne:, Lessor Man have the right to recover In such pro- MULTI-TENANT—GROSS ro- MULTI-TENANT---GROSS a American Industrial Real Estate Association 1993 Ingests: T reeding the unpaid rent sed damages u are recoverable uremia, or Lessor may reserve the right so leaver as G ary pen that f in a separate suit fa such re esteem damages. ea waits and grace period required under Subparagraph 13.1(b). (e) or (d) was not maven*;hem a notate to pay rend or quit, or to pedant or Met as to Dasa may be. gran to Lessee undo: -any stupe auttolting the forfeiture of teases for intlswhut drams, shay also =settee the arprrable notice hor grace period prepense require, by Sine otegtaoh 13.1(b),(c) or (d). In *tial case, the a e cabta grace O4Pbd :'user fie ter' hot! dietentr Katie sly run concur. rents alter teems sum) saiulore telco. and the failure of Lessee to thee 1 hs Dafs et Meer the greats" 5i the two .'2i sue' gee...o Lvultds free continue Leath en uuluwful de.'eina; and a avers o.' this Lasso entluine Lessor to rho ramtdles provided Inc kr teta Lease andix by saki rz:ate. (o) Con::.tis the Lease SAS Lessee's rush to possession in ef:a4 en CaJ71omla uncle; Ce tete:tee te'da Sacer' le51.=: 97 Lassies Breach and tamer the rent ash becernee Get pro re ad Lune has dip right 10 sublet cr aster. er. sub; 23. Mottoes. 23.1 Notice Requirements. AA nofices.required or permitted by Iles Lease shall be In writing and may be dolvesed In parson (by hand or by messenger or courlor service) or may be sent by reeled', certified or registered mag or U.S. Postal Service Express Man. with postage prepaid, or by facsimile transmission due. leg normal business horns, and shall bo doomed sulbdoney given O served In a manner spocilled In ells Paragraph 23. The addresses rated adjacent to a Parry's signature on this Lease shaft be Mat Parry's address for delivery or mailing of notice purposes. Either Parry may by written noeco o the other specify a different address for notice purposes, except that upon Lessee's takleg posse3sion of the Premises. tho Promises shall constitute Lessee's address for the purpose of rove Mg Or delivering notices to Lessee. A copy of alt notices required or permitted to be given to Lessor hereunder shat( bo concurrently transmitted 10 such petty or Parties at such addresses as Lessor may from time to emit hereafter designate by written notice to Leasee. 23.2 0eto of Renee. Any notice sunt by registered or certified mail, return receipt requested, shah be deemed given on rho data of delivery shown on the receipt card, or If no delivery data Is shown. the postmark Henan. Ii sent by regular mail, the notice shall bo deemed given lcrty-elglO (48) hours alter the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States F.spreas Mae or overnight courier Mal guarantees next day de!Ivory slink be deemed goon twenty-four (24) hours attar delivery of the same to the United Sates Postal Service or courier. 11 any notice is transmitted by Iso simile transmission or aimgae means, the name shall be deemed served or delivered upon telephone or fatsimlto confirmation of receipt of the transmleaten there - business of, provided a copy 3 also delivered via delivery or mall 11 notice is received on a Saturday a a Sunday or a legal holidny, it shall be doomed received on the next day. 24. Waivers. No waiver by Lessor of MO OOfautt or Breach of any term, covenant or condition hereof by Lessee. shall be deemed a waiver of any other term, covenant or Oondtlnn hereof, or of any subsequent Default or Breach by Lessee of the same or any other term, covenant or condition hereof. Lessors consent to, or approval of, any such ad shall not be deemed to render unnecessary the obalning of Lessor's consent to. or approval of. any subsequent ct similar ad by d Lessee, Default construed s Me bases of an estoppel to enforce the provision or provision of lies Leese requiring such consent. Regardless of Lessor's knon4edgo of a D Arty es Bre sato Lessor Losaccesting rent, Me acceptance of rent by Lessor shag not be a waver of any Default or Breach by Lessee of any ylnprovlsion state- ments or condd0ns mode by Lessee connection therewith.accepted hich such statements Lessor a nd/ oot of �mms sOr haall be d no oleo mages duo es (Med whatsoever unless any sspectilcasa lly agreed to In wiling by Lasser at or before the Imo of deposit o1 such payment, 25. Recording. Either Lessor or Leasee shall, upon request of the other, execute, acknowledge and delver to the other a short form memorandum of this Lease fa recarIrg purposes. Tho Party requesting recordation shall be responsible or payment of any lees or taxes applicable (hereto. 2In ate twin Hat Hellht To over. Lessee has no hokfs In 14otol right to retain Para graph ion28 lof then Premises eaas s or any � thereof beyond the expiration or aware terminational this Leese. this Lease shall be Increased o two hundred percent (200%) 01 the Base Rent applicable payable thou month immediatelm and alter the y recedi g the such a orration earlier earlier ten of nation. Nothing contained herein shall be construed as a consent by Lessor to any holding over by Lessee. y preceding n9 Pic°I o^ er earlier tenni- nation. 27. Cumulative Remedies, No remedy or election hereunder shag be deemed exclusive but sha% wherever possible, be cumulative with all other remedies at law or In equity. 28. Covenants and Conditions. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. 29. Blnding Effect; Choice of Law. This Lease shall be binding upon the Parties, thele personal representatives, successors and assigns and be govemed by Ifte laws of the Stale in which Me Premises are 'ceded. Any litigation between the Parties hereto concerning this Lease shall be initiated In the county In which the Premises are located. 30. Subordination; Aflomment; Non•Dlsturbance, 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground Wase. mortgage. dond of trust or other hypothecation or security device (colkdively, "Securityo0 viae'), now or heronher placed by Lessor upon the mei property of which Urn Promloos ore a part, to any and all advances made on the security thereof, and to all renewals, modlllcatlons, consoldatlone, replacements and extensions thereof. Lessee agrees that She Lenders holding any such Security Device shall have no duly, liability or obligation lo perform any 01 the obligations of Lessor under this Lease, but that len the event of Lessor's default with respect to any such obligation, Lessen win give any Lender whose roam and address have been furnished Lessee In writing for such purpose notice d Lessor's default pursuant to Paragraph 13.5. If any Lander shall cod to have this Lease ancuor any Option granted hereby superior b the lien of its Security Device and shall give written notice thereof to Lessee, this Lease and such Options shag ba deemed prior to such Security Device. notwithstanding the relative dales of the documentation or recordation thereof. 30.2 ARomment. Subject t0 the non•dsorbance provisions of Paragraph 30.3, Lessee agrees to astern to a Lender or any other party who acquires owner- ship of the Premises by reason of a Ioroelosure of a Security Davao. and that In Iho event of such foreclosure, such neer owner shah not (r) be liable for any ad or omission of any prior lessor or with respect to events o0Wning prior 10 acquisition of ownership, (11) be subject to any offsets or defenses which Lessee might have against any prior lessor. or (18) be bound by prepaymentof more than one month's font. 30.3 Non -Disturbance. Wdh respect to Security Devices entered Into by Lessor atter the execution oI this lease. Lessee's subordination of this Lease shall the subject ermto receivint, will not g g a N� �a'nondisturbance agreement') from the Lender ant Lessee's possession and this Lease, including any options o extend the long as Lessee is not In Breach hereof and attoms to the record owner of the Premises. 30.4 SeIf•Executtng, The agreements contained In this Paragraph 30 shall be enactive without the execution of terry further documents: provided, however, that upon written request urn Lessor or a Lender in eonnecslon with a sale, financing or refinancing of Premises, Lessee ars! Lean: shall execute such further writings tings s mafoey be rd reasonably required to separately document any such subonalion or non-subonpnaeon, atomment and/or non.esturbarce agreement as is 31. tAeltoomeys' Fees. If any Party or broker brings an talon or prwtuoding 10 enforco the terms hereof or declare rights haroundo, the Prevailing Party (as here- after define in any such proceeding, action, or appeal thereon, shall be willed to reasonable attorneys' fees. Such foes may be awerded in the same 54111 or recovered in a separate su , whether or not such action or proceeding is pursued to decision or judgment The tam "Prevailing Party" shalt include, without Ami• talion, a Party Or Broker who substantially obtains or defeats the relief sought, as the case may bo, whether by compromise, settlement, Judgment or the abandon- ment by the other Parry or Broker of its claim or defense. The attorneys' fee award shall not be Computed in accordance with any court for schedule. but shall bo such 3810 fully reimburse all attorneys' fees reasonably incurred. Lessor shall be entitled 10 attorneys' (los. costs and expenses incurred in preparation and ser- vice of notices of Default and conaullatlons In connection therewith, whether or 101310921 action Is subsequently commenced In connection with such Default or resulting Breach. BioIcor(s) shall bo Intended Third pony beneficiaries of this Paragreplt 31. 32. Lessor's Accoos; Showing Premises' Repairs. Lessor and Lessor's agents shell have the right o enter Me Premises at any erne. to Me case of an emer- gency, and otherwise at reasonable limes for the purpose of showing the same to plospective purchasers, lenders, or lessees. and making such alleral-ions, repairs. Improvements or additions to the Premises or to the Building, as Lessor may reasonably deem nacesalry. Lessor may at any time place on or about the Promises or Building eny ordnery Tot Sale* signs and Lessor may at any time doting the last one hundred nighty (180) days of the term hereof place on or about the Prernises any ordinary 'For Lease" signs. All such activities of Lessor shall bo without abatement of rentor liability to Leasco. 33. Auctions, Lessee shall not conduct, nor permit to be conducted, either voluntarily or Involuntarily, any auction upon the Premises without Net having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor shall not be obligated to exercise any standard of reasonableness In delerrnlning whether t0 grant such consent. 34. Signs. Lessee shah not place any sign upon the exterior of the Premises or the Budding, except that Lessee may, with Lessors prior written coesenl, Install (but not on the roof) such signs es are reasonably required to advertise 100390'3 own business so long as such signs aro un a location dominated by Lessor and comply vat Applicable Requirements and the signago criteria established for the Industrial Center by Lessor. The installation of any sign on the Provisos by or for Lessee shall be subject to the provisions of Paragraph 7 (Maintenance, Repafre, Utility Installations, Trade Fixtures and Alterations). UnIoss otl,orwlco expressly agreed herein, Lessor reserves all rights to Iho use of the roof all the Budding, and lho right to install advertising signs on the Building, Including the rest, which do not unreasonably interfere with the candu(101 Lessee's business: Lessor shall be entitled o all revenues hem such advertising stem. 35. Termination; Merger. Unless specifically stated otherwise lin writing by Lessor, the voluntary es other surrender of this Lease by Lessee, the mutual termina- tion or cancellation hereof, or a termination hereof by Lessor to: Broach by Lessee. shag eutomaticaly terminate any sublease or lesser estate in the Premises; provided, however. Lessor shall. In the event of any such surrender, tonninatien or cancellation. have the option to continue any one or all or any existing subts- nandee. Lesser's lettere within len (10) days following arty such event to make a vnilten election to the coraeary by written note to the holder of any such lesser Interes4 shall constitute lessor's election to have such event constitute tl'e termination of such interest. 36. Consents. (a) Except for Paragraph 33 hereof (Auctions) or as otherwise provided herein. wherever in this lease the consent 0t a Poly is required to an act by 0r for the other Party, wch consent shall not bs unreasonably wlthheb or do ayed. Lessors actual reasonable costs and expanses (Including but not limited to eraM- lads', attorneys', engineers' and otter corstllams' tees) Incurred In the cons:dyration ol, or response to, a request by Lessee for any Lessor consent pnnnming to this Lease or Me Premises, including but not Rndled to consents l0 an assignment a subletting a the presence or used a Hazardous Substaree, shall be paid by Lessee to Lessor upon receipt of an Invoice and supposing documentation therefor. In addition to the deposit described in Paragraph 12.2(e), Lessor may, as a oondi60n 10 considering any such request by Lessee, require that Lessee deposit with Lessor an amount of money (in addition to the Security Deposit hold unripe Paragraph 5) reasonably calculated by Leese; to represent the cost Lessor w21 incur in considering and respond ng to Lessee's request My unused portion of wird deposit shall be refunded to Lessee without interest Lessor's consent to any act asaigrtmont of this Lease or subletting of the Promises b' Lessee /shall no; cortsl'due an acknadedgment that rte Default or Breach by Lessee of this Lease exists, ret shall such censant be deemed a waive. of any + hen existing Oetau10< Breach, except as may bo otherwise specifically stated In writing by lessor at the limo of such consent. (b) At conditions o Lassoes ccnsent authorized by this Lease are acknowledged by Lessee as being reasonable The failure to specify herein any particular condition o Lessor's consent shag ntot prelude the Impositions by Lessor at the time of consent of such fur+he• or other cOndlions as ars then reason- able with reierenco o the partintar matter for which consent is being given. 37. Guarantor. 37,1 Form of Guaranty. If Ihera aro 10 be arty Guarantors of this Lease per Paragraph 1.11, 1110 form of the guaranty to be executed by each such Guarantor shag bo in Mn form moat recently published by the American Industrial Real Estate Association, and each such Guarantor shat have the same obagati tion3 as Lessee under this lease, including but not limited to the obligation to provide the Tenancy Statement and Information requked in Paragraph 16. initlals- MULTF•TENANT—GROSS eia American Industrial Real Estate Association 1993 Lae 37.2 Additional Obligations of Guarantor. it shall constitute a Detain of in Lesson odor this Loaso / any such Guarantor tails or refuses. upon reason. able request by lessor to give: (a) evidence of the duo execution of the guaranty =Nod ser by this Lease. Weary the aultesity of the Guarantor (and of 1110 petty signing on Guarantor's behalf) to ob4gate such Guarantor on saki guaranty, recd won of as board 01uons authorising th0 maidng of such guaranty, togeth- er with a certificated Incumbency sfwvAng the signatures of rho persons audcraed to sign on es tetrad, (b) current 8110w352 moments 01 Guarantor as =whom Lino to Orne be requested by Lossor, (0) a Tenancy Statement, or (d) stiffen cordrmeiiue Not Ow guaranty Is sell odcct. 38. Oulel Possession. Upon payment by Lessee of the rent for the Pilgrims and the pertorranca ce a9 o1 the covenants. csoOltkes and provisions on Lessee's pan to be observed and performed under Iles Lease, Lessee shall have Triol poassxa A" of the Prensea for the enOro term hereof s.bject road o1 the provisions of this Lease. 39. Options. 39.1 Definition. As used in this Lease, the word "Option" has tto taw/mg mooring: (a) the right to asderd the term of this Lease or to renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor, (b) the right of Ret Weld b lease the Premises a the right of first odor to lam the Premises or the right of first refusal to baso other property of Lessor o tet right of bet oder to Mao caber property. of Lesser; (0) leo tiNnos ght to pure the Premises, or the right of drat recusal to purchase the Premises, a the right of rest dies lo phndra a 1110 Promises. or the tight to purchase Other property of Lessor. or the rghtof fest refusal to purchase other property of Lessor, or rho right of fast offer to puretrs a other property of Lessor. 392 Options Personal to Original Lessee. Each Option granted t01 vx In this Lease is persona! to the original Lessee named in Paragraph 1.1 hereat, aid cannot 1# voluntarily or Invofmtartiy assigned or exercised by wry person or unsay caw than said odstny Lasso* wbeo the engginal Lessee Is in hal and actual possession of the Premises and without the intention of thereafter arreigreng orah01e 61g. The Wens.. rt any. twain wanted to Lessee are not assignabre, eider as a pan of an assignment of this Lease or separately or apart the:elrom, and no Option may be aspareled trams the lease in any manner, by resarvation o ottharvAso. 39.3 Muidpls Options. In the event that Lessee has any mutdplo Options la oaths/ on 1005w thea Lease. a later op3sr cannot bo oxeretsod unless the prior Options to extend or renew this Leese have been validly exercised. 39.4 Effect of Default on Options. a) Lessee shalt have no ngtn ;o exWdse an Option. notwl01starxerg any p;v sioh In the gra-,t of Op4eru to the contrary: (i) dunfg the period coos manotnt) with the gives of any notice of Default under Paragraph 13.1 and continuing urea the noSced Default Mewed, or (i) during Me pared of time any mone- tary obligation due Lessor from Lesson or unpaid dratted regard to whether nobs. thereof Is Sven Lasso's). a (111) during the tome Lessee Is 1n Breach of this Leaser, or (w) in the event that Lessor has given to Lessee three (3) or more notiees of saparaio Deiates urderParagraph 13.1 during the twelve (12) month ped- al lmmedeatey precetdng Ne exercise of the Option, whether or not the Defaults are crad. (b) The period of time within which an Option may be exeressd sial net ba axarndedor 8N..srsed by retain o1 Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a) (6) All rights of Lessee under the provision of an Option shall 10rhrsrats and In d fro for her Sorge 0: nif8G nobvahstafd'ry Lessee's due and timely exercise o1 the Option, if. alter such exercise and during the term of this Lease: (9 testas taste pay a0 Lessor a monetary obligation of Lessee for a period of thir- ty (30) days after such obligation becomes duo (without any necessity of Leavor fc give °ace thereof to l assse), or (0) Lessor gives to Lessee tree (3) or mere rodoes of separate Defaults under Paragraph 13.1 doing any twelve (12) matth pe: oi, whetter or not the Defaults are cured, or Oh If Lessee commits a Breach of this Lease. 40. Rules and Regulations. Lessee agrees that it win abide by, and keep and observe al reassrrauk ruiea and regulaTions ('Rules and Regulations") which Lessor may make from time to time Mr the management, safety, care. and cleanliness of lha groseds, 3Sa parking and u0203tling of veltdes and the preservation of good order, as wee as for the convenience of other ossupants or 1enante vl the Buarfug and the Industrial Center and their Invitees. 41. Security Measures. Lessee hereby acknowledges Nat the rental payable is Eraser hserondds doss axe include to cast of guard service or otter security measures, and that Lessor shad have no obligation whatsoever to provkie sates. tassee rsmhin as resposse:01y for the protection o1 the Premises, Lessee, its agents and invitees and their property from lar acts of third parties. 42. Reservation. lessor reserves the right, from time to time, to grant, without the casereor joeder re Lessees. such easements, rights of way, oddly raceways, mid derbcaaons that Lessor deems necessary, and 10 catgut the recordation of paved trop and rastectkra. so lag march easements, rights of way. utility race- ways, dedications, mops and restrictions do not reasonably interfere with the tae et the Revises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dhdIeaton, map es nisecstiors 43. Performance Under Protest. If at any time a dispute shall arise as Co any amount faun 1171 money o be pats by ono Party to the other under the provisions hereof, the Parry against whom the obligation to pay the hnoneyy 1s asserted stall how the Agit to maize payment 'under protest- and such payment shall not be regarded as a voluntary payment and there shall survive the right on Copal e4 said Pony to kistRu to tact for recovery of such sum. It it shall be adjudged that there was no legal obligation on the pan ol said Party to pay such sum or any part thoio 1. said Party sisal bo oorNed to recover such sum or so much thane! as R was not IegaNy required to pay under the provisions of las Lease. 44. Authority. If either Party hereto b a corporation, trust, or general or Rented each tnQlsidual executing the Lease on behalf of such entity repre- sents and warrants that he or she Is duly authorized to execute and dolvor Vas Loose on tet beteg. d L0see Is a oorparation, trust or partnership, Lessee shall, within thirty (30) days alter request by Lessor, deliver to Lessor evidence satte:scary to i.asor of wile authority. 45. Gentile!. Any conflict between the printed provisions of this Lease and tie typaratlan or hhandoisl les provisions shall be controlled by the typewritten or hand- written provisions. 46. Offer. Preparation of this Lease by either Lessor or Lessee or Lessor's 5gart ur Limos agent and submission of same to Lessee or Lessor shall not be deorned an oder to lease. This Lease is not intended to Do binting ural executed a1d deAsod by an Pardss beraf0. 47. Amendments. This Lease may, be madded Doty in writing, signed by the parties in tutored at the timed the modification. The Parties shall amend this Lease from time to time to reflect any adjustments that aro made to the Bass hied or other met payable raider shwa Loaso. As long as they do not materially change Lessee's obligation hereunder, Lessee agrees to make such reasonable ncn monolay mo cdara to this Lease as may be reasonably required by an lnsteudonal Insurance company a honsion plan Lender in connection with the obtainkg of normal rearhdrq ur ruNrancing of the property of Witch the Prom= area part 48. Multiple Parties. Except as otherwise expressly provided herein. 9 mute Oxen one person or entity is named the rete as eh her Lessor tar Leasee, II.e udigadons or such multiple pasties shall be tele joint and several responsiblthy of ea persons or <metes raved hrsean a:h req. Lu.,,, r or lessen. MULTI-TENANT–GROSS D American Industrial Rea! Estate Asso:laden 1993 —1G -- Initials: /C LESSOR AND LESSEE HAVE CAREFULLY READ ANO REVIEWED TILS LEASE AND EACH TERM ANO PROVISION CONTAINED HEREIN. ANO BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT AT THE TIME THIS LEASE IS EXECUTED. NE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WRH RESPECT TO THE PREMLSES. If TIi1S LEASE HASTIER FILLED IN, R HAS BEEN PREPARED FOR YOUR ATTORNEY'S REVIEW AND APPROVAL FURTHER. EXPERTS SHOULD BE CDN. SU.TED TO EVALUATE THE COr101TI0N OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS. UNDERGROUND STORAGE TANKS OR LUL": ARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MAOE BY THE A�IERICAN INDUSTRIAL REAL ESTATE ASSGCIATKNt OR BY THE REAL ESTATE BROKERS OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CCNSE- OUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO TIE LEGAL AND TAX CONSEQUENCES OF THIS LEASE, IF THE SUBJECT PROPERTY IS INA STATE OTHER THAN CALIFORNIA. AN ATTORNEY FROM THE STATE WI IERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED. The pares hereto have executed this Lease at the place and an the dates spec1i1ed above theft respective slgoaures. Exec,Md al: Executed al: on: on: By LESSOR: By LESSEE: OY' By: ,— Name Pruned: ' /Ltn 4.t14.9 ✓✓ . G�.y Tide: y BY: CT Name Prirred: _r.C2Ori k7 COO, Nacre Primed: Name Printed:Ttae roc:: 1 Addles: Address: 0 T W Telephone: ( ) Telephone: ( ) Fatshnaa:( 1 Fatsim7e:( ) 8 BROKER: BROKER: $ Executed at. Exea.ed at: on: on: ffi .2 a BY: By: Name Primed: Name Printed Tale: Tree Adekesa. m Telephone:( ) Facsmile: ( ) Address: 7d 0 Telephone:( ) Fecsmdo:t ) � NOTE: T11ece Ions are often moPfied to meet changing requirements of law and needs of the Industry. Always write organ to make sure yar are utilizing the most current tam: AMERICAN WOUSTRIAC REAL ESTATE ASSOCIATION, 345 So. Figueroa SI.. M•1, Cos AngNas, CA 90071. (213) 6874777. 1091.15: MULTI-TENANT—GROSS 0 American Industrial Real Estate Association 1393 —11— 5 rn 5 Exhibit "2" Copy of Audio Evolution Lease D-6 11086-0166\14078I4v2doe STANDARD INDUSTRiAUCOMMERCJAL MULT1-TENANT LEASE -GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Beat PmAebns ("baste Provfi one). r 1.1 Pete*: This Lease (-Le�..,...'). eared t« reference Puryaaes only. /!t'K/_lVe'!71(; e-( ' 1 19 �'1 C.F is mope by a00";�9C.0 P %P,r/Viet /(.:, err (l l anddUt ,) Llrr Ic zr),!i4fd 4 1/0/1 /1;4,N ('Leese..) ((mammy 8. Pestles," min./mom, a -Party"), f 2(a) (Menthes: That certain Porion o1 8. Buiciing, including ad improv�,n o�at therein or 5) b0 provided by Lealor undo( he lana d he loco. oommomy kin,V Cy the abet redress o 2 7"/9R Frr7'reP/Rt , C f/A/r SE 33 '/ :cameo n t11. City or T/5'C/r./. //FJ County al /ix .%CltSrdr, State of PAi-it, with apcess A -.sign asmined onEaroit_attached hereto rlaternJ ). Tho --nBind: " Ls Nat "thee budging conla,,sspr the Promises and ?enormity _ ere (d.sarbe briefly the mare d 8:e Biding);_, /7 Airy ! t - % C /?i12[ L i-r?'lzne. !' Ltsl i LC/..vs . in adaieon le Lessee's rents to use end aarpy She Premises as nominalist spooled. Lessee shall nave noosxahalve rights to the Common ftjs. (as defined in Paragraph 2.7 below) as Mrenaher speared. but swell mol nave any nghts to the mod. exterior wails or utility raceways 04 She BWddna « b any cam biedlm9s me (nduerte) Center. The Promisee. he Budging, the Common Areas, he rand upon which they are boated, along with all ether buifsrgs and improvements thereon, aro twee collectively/1errad to as the 'Indu$Ulat Ceder." (Also see Paragraph 2.) 2(b) Parking* unreserved vencle parking spaces ('thraeeniad Perking Specs.'y, and ' r0581VO4 verlide parking spaces ("Reserve'!" king Specee"). (Also se. Paragregn 2.8.) / -, �+p I.3 rent: /7/Corf/7 rh (7 (-Original Term) conuoon:rag A/0 velfa / / / 7 /G, ('Conmharhu>.nhem Oath") and ending (•E,pk.tices Ode."). (Also se. Paragraph 3.) 1.4 Early Poaaession: /L A 1"Eery Peeseaston Oars• . (Ales s0o'Paragraphe 32 and 3.3.) 1.5 Base Rent: f l �'YC7. /';,C^t per month rams Rent", pays on the / S � day of each month ccmmel-03ng /VA L/ , i.94f n (Also see Paragraph 4.) ( ) II this pox a crocked. this Lease Provides ler the Base Rem to be adjusted per Addendum =ached hereto. • 16(e) Brae Rent Pales Upon Execution: f as Base Rene t« the period 16(0) Lessee's Share et Common Area Operating Expenses: percent ( 16) (•l.s...•e Sher.") as determined by ( 1 prorate square footage of the Premises as compared re the total square footage of he Bulking ce ( I other criteria as described in Areenden 1.7 Security Depose: 1 fit. C. -C 1 f ("Security O.PONt"). (Also see Paragraph 5.) r8 Perinett.d Use: %%lf/o/Yr_1:ia'6'. "q!!t!e . 'Sr!/>•' '1 E' bra r-v,r, / 1.9 Insert ('P'e,mltled UMi Viso see Paragraph 6.) mg Patty. Lessor is tri. •Ifhsuring Party." (Also see Paragraph 8.) 1.10(a) Real Estate Brokers. The feComng real estate broker(s) (Collecemie 09 •Brok mal and brokerage rorrok«nslips exist in ink fransaabn are are consented to by Me Pare* (Tack appfic4fe boxes): ( , (---\mereeerm Leaser sxcetgl eo (•Lr a essoBroker": rapreaems Lessee extlnat ey (•Lessee's Broker): or ( i Ni \ 1 represents both Leaser and Lasses Muth A lemY), (Ales see 1.10(0) Paymerrt t0 BrokerR Paragraph (54 Upon the exexrlbn of this Lease by 0001 Pelee. Lower steel pay a said Broker(s) joint', er p Such gene as tfhy, may mutually designate in writing, a tee as set loch len a separate rattan agreement between Lessor and saki Bnlhar(1) (or le the Amor tyre k ns aeperath 31(1001 agreement between Leese and said 8rdter(3), the sum et S ) for brokerage services rendered 5sa0 Broker(s) it connection with this bra sicslc l Lit Gua whoa The obligations d oho Lessee under this Lease are to be guaranteed by l bIl)e:.tu VA ./ (•Guararresrl, (Arse see Paragraph 37.) 1,12 Addends and Eshlbite. Attached hereto is an Addendum or Addanda ccn* erg d Paragraphs � through J and E h80 et through '' . >d 01 wroth •••••••• a part of this Lease. 2. Premises, Perking and Common Amu. 2.1 Lettlrta. Lessor hereby leases to Lessee. and Lessee 500001 leases hem Lessor, the Promos, her to term, at the rental. and upon a1 of the terms, awanama and mndeons set tont, fn his Leasee. Unless otherwise provksod Swain, any settomert d spurs bstage set axes in this Loose, or that may have been mod in cats:Meing rental and« Common Area Operating Expenses. is an apgowna00n valid) La= and lessee epicft k rrl.h0naple ala She rental and Lessee's Sherd (as defined in Paragraph I.6(5)) basad thereon is not sub(oa d rection whether or nth the actual 1qu0r* (coupes m mom or Isla, 2.2 Coate*. Lesser snarl Beaver the Premisos 10 Leese° coati and free of debre on :he Commencement oath and warmth lo Leese° Mn! 80 ousting stu m q electrical systems. Oe in exinkler sys:em lighting, se OOndit(ning and baaeng systema and bedrg doors. R any, in he Promisee, other than Masa osn- Chan.=cl d by L sneer *ROOM te i good earthing condition 0n he C«nmOoCOm*m Oath. t a inoncorrceence wltl said wraranty 01530 u d h0 Cgmmu>e«n«n Oxfam of 50f nontanas, r provided m Mks Lease, promptly atter receip of written natio. from Lassos scary same a1 Lessors OSOM.3 . if Lessee does not gev. Lessor wnunn notad a forth with art warn the nature dirty (30) days ante to C0mmercornent Oat*, °0000d501, of that non<Ompierce snag be the °biathlon d Lessee at Laese.'s� o ' ' hxty 2.3 Complane, Mtn Comments. s. R*stMfotes use Bunddng Cods. Lessor vagrants dhY ercrovements at losses :erection) on 0r in maim* 010 Prem9ee when have Coon c0nstnaatd or 'method by Leath or met M(aMr Lea10'6 &ICie«1 Shat soapy « all appOca5le rement er resections of record and applicable belling CONS, regulois owith tpas drtmnces ih 0803* on to Commencement 00th. Lamer rfufurther warrants to Lessee the Lanoor fwd M rn0wied9* 01 any dym raving been made by any 2crnin,"101,11 agency 8>m a v>daalon « vbtaa«r d officathis Wisp; I codes. regu (derma 00 orcinences soot www regard eo the Pronulos as °t the Comm ncemant Oath. Saki wamaMSea shal n« Oppy 10 airy Moratlpi « Utl y p 313Jt5 n Lease, utter )31) mace or r0 be made 55 Lessee. t the Pr/enacts do not °ortpy with Said warrarr805, 100100 1tyl, except as °harm * receipt of written nonce Men Lessee given mean sit (6) Insane foiowing he Commencement Oath and setting forth with %9oatiey he nature and extent of such noncompliance, take seal action, at Lesser's expense, as may be mocha* or approgrtath lo rectify errice. Lessor makes era warranty Mas Me Permmod Use in Paragraph 1.8 (3 per retod for o» PreMiles under Applicable Laws (as defned 06 he non -or -roe met 2.4 Acceptance d Premesea Losses her00y aduwwttoges: (a) that n nes boon advised Op the Baskets) to respect to the 2.e), OSlo Promises inn eg but not limited to the 0(0ctrical arra 9r0 sprm1« systema, soca ' earl n* and quake reee.3* ee en , and co . Of sudh 7 d twhn 0tsa0ilaoa Act and app toning. un � county, s� and federal ordinances rog�y«R to m hof rlon ,1r it deems ' •�� Laws') rthe the suidbrity 0( the Premises kr Lessee's irn«ded use: (5) that Lessee has mad. haato to Lessee's necessary men retthen o 10 5udf1 mates, is satisfied with reference 80rt0. yd astern* al 'sate to Lessee's 'soccupan y d the Promises ardor the terns of this Lease: era (0) plat neither Loser, nor arty el L.ossors soots made as the stow w'e:rendes with roapo3* to said marten other than as set for in the Lease.28 Less* es Pito( CarnetrOccupent. The warranbes made dry oral « writtult Lessor in tee Paragraph 2 Shall be o4 rid lorom tOrL wi Paragraph 1.1 Lessee was the owner pian d Promisee with said werryi603, «°�' pant of the Prams s such meth, Lessee shall. at lessee's SOW «cost and expense. nor anydi+date 5C4 an -°«r. 2 American Inaustnal Red Estate Associat/0n 1993 MULTI -TENANT - GROae iibleec !/�_ AUDIO EVOLUTION -LEASE EXHIBIT "2" -FORM- OF ASSIGNMENT (COOP) 2.8 Vehicle Purling. Lessee snap be entitled to we me sneer d (lna+erved Paean; Sisals and Rswaved Paling Specs ap.did In ParaRaph 1.2(b) o1 Ms portions or the Common Mess designated nom time b lire by Laos kr peAarq. lass shoe not us nos sling sons Mn said number. Said parking spices shall le used for perking by vehicles no lash tarn dam passenger ass10mdees 0r pedo-sp avdu. hrein QAOd AreOed Size Vehleiee.' Vehicles Ater than Permmed Size Vehicles Mag be poked and loafed or unleaded as deiced by lass Inti Rada and Regsafra (s waned i, Paragraph 40) issued by Lessor. (Also see Paragraph 2.9. ) (a) Lessee shed not permit or ens any vehicles Ina belong le ran aafoesd by lases or Laaeee''ssnt:byeeu. wedisea. srippr . cusac ndrs, contractors or motors to be loaded. unloaded. or parked et areas other khan tare ddsiVeeed by Leas br wads actress. (b) 11 lessee permits or allows any el the prohibited activities demoted Mets Paragraph 26, fan Lair stew have to rpt arena none. n a� tion to such other 119993 and remedies Val it may have, to remove a 1011 awry tm vetiele i edreed 9158 Serge he colt 10 face.. .fide mss del be nnriwieeey made upon demand by Lessor. (c) Lesser shad at the Commencement Oats of this L. park* lie awes; be cgs re sir d by Apyeolde lac 2.7 Common Arias--Oeftnhfon. The term "Gersten Mom" s defined as se nes and Moes amide lee Retire and mil*: 1* wart& b eatery tine d to I dusteal Came end interior over raceways within tae Premiss 81381019 provided and de gerwied be fe (ase fan lime 10 time ler Fe prem nisi exclusive use of Lessor. Lessee arc other lessees of Me Industrtat Crier *58 shier ti.peeM enek yea supplies. dnllprs. 0easm33. 0r*aeas 114 invi- tees. ni- tees. Including perking alias, wading and unloading areas, trash uretic, roerfwaysl sisewro, r an s, pates('*. Atree eye and bales ped avant. 2.8 Common Amoco-lasaee'$ Rights. Lessor Web(' grams to Lessee. for the beet d fosse and Its employes surmise steady& comas/Ia. stamen 91)0 invitees, during mA tern. 01 this Lease. the non-exakeer0 tau 10 tee, i1 common wet otos ensiled b Jtldl use, to Cameron Mss i they eat Isom em0 to dna, subject to any aphis, poems, and privileges monied by Lamar oda to rams hexad or war the arta d any rWe aid rectocele or reSatea a gowning the used the Industrial Canter. Under 11001904104* cgs seal to nye 1r*n grse.d lo use he Common Area be deemed 10 6045 the rtgta to stere any p eoperr . temperarty Or permanently, In the Common Areas Any std, swage she be penr ld try by to prior .oaten consent d Lessor or Lessor's designated agent, wlicn consent may be revoked 91 cry Yno. In to ere foal any unathorked dotage 358 occur ten Lessor shall few is rioiL shout recce, n adddon t0 such Other rights and r0med4ee Mat 4 nay haw. 10 tames to property and clomps he cost to Lowe.. .fid. Colt dug be Wined awy payable upon demand by Leaser. 29 Common Areas -Ruts and Requisites. Lessor or soft other paro(s) a Lessor neer bra and tore the actinism control and mase;emsd of the Canon Meas and shad nave the right, from ems to time, 10 estabesh. modify, am1158 ad Soros mosonalas tits and ReRtion a 10411 respect torso in aacedar . sem, Paragraph 40. Lessee agrees to ab100 by and conform 10 as %o n Roes and Regrtssons. and 10 case es employees. woofers. 02 Pers on - semen, conxactoms are invitees 10 so .lode and conform. Lessor snag not be 1opor.s*le le Lessee 101 the norscowyeance wan sad rules cod 7097. us by other lessees or the Industrial Center. 2.10 Common A sic-CMngea. Lessor seal have tine Age, in (users sob dimrefon. font ane b ass (a) To make changes to the Common Areas, including, .(tot *tssaf0n. changes in lee 10cation stn . 314 ar58 aurae. of 013Oeays, mutes. Parking spaces. parking areas. loading and unloading areas, nose, woos, desist of taelt bnArsped ass..deeps s58 AR? racwayx (b) To dose temporary any of the Common Meas to rtes terrace spas as rap as ramrsles aces: to she Paddles renals weitb. (c) To designate other land outside the boundaries of he 1..t,5ehe Craws lob im a pat d tie Comma, Anes (0) To add addnbnai buildrgs and improvements fe tie Comma, Muse: (e) To use the Common Areas while engaged in naidng operant a1puvrnen s. ,.gaols Cr aura.- 10 tit karma* Cover. or Wry prawn Ihm.d: (1) To d0 aria perform such other acts and make such Otte Swages in, as r eels hasped 10 tee Carson Arias *58 trdsed Center as Lear may. in the exendse of sound business judgment, deem to be appropriate. 3. Term. 3.1 Term. The Commencement Oalo. Expiration Date and Oripnar Teetered fel Lam as a spsSs i n P 99141 l i, 3.2 Early Possession. an Early Possession Oat is specified In Paragraph 1.4 and 1 lessee lady a pataly occupies the Thema, afar las Eery Possession Cate but prior to he Commencement Date, the 00000010 p0y Base Rert std be sed kx 1. paned d such soh(' 0m4ancy, Al Deer ions et this Lease. however, (including but not rented to the obligations 10 pay lnssoo's Shore of Corson Moa Opening Esrstes asp to eery he 3831.515 soured by Paragraph e) shad be in effect during such period. Any moil seat(' possess-, dna/ rot aged ser advance sw Eprabs Oise dam Ofgral Toni. 3.3 Betsy In Possession. It lot any reason lessor cannot dearer possession at the lhmseses 10 lessee by he .sly Passion Oats, 8 one is spoofed m Paragraph 1.4, oil no Early Possession Cate h3 speatbd. by Me Comoro:mega ega Oars. Lessor doll rot be sables 10 any Leaky tweet. nor tae such tains enact the vadd4y d ants lease, oe Vie O0agatlOns el lessee hereunder, a sand to conn hoed. (ran droll car. Lessee 0211 not. east a 016111.4x0+0.161 hens. be obligated 10 pay rent or perform any other Ob4ga00n of Lessee caner M rand d Ms Lane oil Lada drb*ns Possess„ d to Promises 10 Lessee. if possession of the Ptsmsos d not delivered to Lessee within Say (60) days afla to tcrrnneracre t Dab. Lowsoe ay at es option. by notice n era- ing to Lessor ellen ten (10) days after the end of said sixty (60) day period caned tis Loan, n x4ich evert the palm stag be rlulvg-d kern 01 0011920o8s hereunder: provided 1Urele, however. that i1 such written notice of Lessee is not received by Lessor wain rad 1n (10) Aly pored. lessee's n(y110 cared Hs Lease (1090U0001 stw11161ra nt0 and be of no further force a effect Except as may be otherwise prcwided. and regardess d .fen tie Ongral Tam soft com- mences. ornminces. if possession is not tendered to Lessem when roou(red by this Leasco and Lessee does not tmnimase his lease. as afrosa0, he paned atm ce the oblig- ation f¢ation to pay Base Rent. d any. Nat Lessee would Omorwnse have slowed shall run ins to dame d dmevery of possession set continua 111 a ponsd equal b fe period dunng whish he Lessee would have otherwise enjoyed under the tams Iced. but mins arty dais d delay caasd by he ads, chains or omissions of Lessee. 4. Rene. 4.1 Base Rent. LOSSSO Shall pay 8ase Rent and aha recd or dtaprs. s he we fray be ac}ssaed tan tarts to erne b Leo= n 10aat money or tea Unned Sates. without o0341 Or deducts. 0n or bet ore me day on .trill It is duo under to rams d cors Lease. (ase Roe and al other ram and Segos ser any period during es term nixed wniut is for tea than ono lull month shag be psa.Ood based Spa. 0* alai nnber of days d ti main lowered Payment of Base (lent end other cargos shall be made to lesser et es 30&0 a sated heroin orbs own 0059 pr1ss r at 041 Oar addresses as Lnvxx miry eon ams b arra designate in wetting lo Lessee. 4.2 Common Area Operating Expense. lessee sna14 pay 10 Lessor' dung he comm hreot In adtTeo. b 1* Base Rent Lessee's Shan) (as sperivd n Paragraph 1.6(b)) of all Common Area Operated Expenses, as hereiraHer defined. Sing read, cal0rda yr+r d he ram d tat Loess, is aaedoU sett me lee lowing pr0vts3om: (a) "Common Arse Operating Expense" are defined, 10r purposes of this t.sass, as 4 cods Wowed by Lear reeling 10 to o.mrdip ad 0w*. aeon 01 he industrial Center. naudhg, Out nor Lmhed to. me Idwwirg: (i) The operation. repair and maintenance, in mea, dean. good order ad mrndaia9. d to 8x06,1 (aa) The Common Areas, including parking areas, Scares aid Scialed area trash area laalsa►0. sir .wee , *afeaya p t..ys. drive. ways. Iadaeape0 areas. striping. bumpers. imgeton systems. Corson Area Wang balls s lens and glass, .hears 399 root (bb) Exterior signs and any tenant d(rectores. (co) Fire detection aro vendee sy4ems. (a) The cast of water, gas, electricity and 1440phooe b sank* 8* Camaro Nies. fw) Trash disposal, property menegement and sewtty fishes and he ash d en airinne tined inseam*. ((v) Reserves set aside tor maintenance and repair of Comers Mss (v) Any increase above me Base Rea/ Property TaxAe (es Swed in Parsons* BU11) to fe Rohe ad fe Common Mer. . (v/) Any 'Insurance Cost Increase (as defined in Paragraph 8.1). (vii) The dost of insurance carried by Lessor ant respect 10 the Coer*ao Arae. (viii) Any dedtoh* portion of an !moored loss orlentaq to Ou1Lg or he Camra Arta (Ix) My Other services to be provided by Lessor that are Seed olelaene in fie Lamm to le r Carmel Area Cprarg Expos. Ib) Any Common Mea Operating Expenses and Real Property IMO Slat Das geedieay a14Ualem 10 he Boeing Or b cry dad bulking n M industrial Center Or te he operat011, repair and Maintenance meeo& shoe be dosed weedy Is he aularg at 10 sit Car buidi g. HOea nr. arty Comm, Area Operating Expenses and Reel Property Taxes mat 010 not spea8cely attrb table to to flukeng orb arty pts b,ilrg or to he oteriat. rope and mess• renan0. Memel. shall be equitably allocated by Lessor 10 el buildings In the Industrial Cease (e) The inclusion d Ise improvements, facilites and services set loch it Stamaragraph 42(a) lag not be deemed to sone 81 atigam01 74tbn Lessor to either nave said improvements 0, tacllmes or to pro 100 those services reales de Industrial Ceder *ear(' has fe sarin. less Sealy ptv1wf0s tie 1401141065. Or Lessor has agreed elsewhere in this Lease t pr091440 010 same Of Sane d than. (d) Lessees Share of Common Area Operating Expenses shall be pmable by lessee emirs is (10) days Sex a reasons* Stoker statement of actual expenses (s presented to Lessee by Lessor At Lessors option, towwa, at assail may ba edarrasod by Lassa lam bre to erne d 1.rxs065 Stare d annual Common Area Operating Expenses and the sumo Shall b0 payable measly r gva cry. as Lessor shall dosignme. duns? oath 12 -month prod d the Lease arm, on the same day as to Base Rent is due hereunder. Lestbr shat delver 1 Lessee wain smy (60) days alter fe eomlr l d salt eziandar icor a reesorably pet*Ied sfat0ment showing Lessees snare of he actual Common Area Opersing Expenses nrarmd during tie preoeceg lase a Lessee'sssprafi0?tr1* undee this Paragraph 4.2(0) during sad preceding year exceed Lessee's Shire as Skated Sid on suss*. Leos shag aa be fied 113 am" d, t Dur' Welds' 2 3 1 and MUL11•TENAN'T-GROSS A American Industrial Real Estate Association 1993 -2- payment against Lessee's Share of Common Area Operating Expenses next becoming clue. d Unseal payments under this Paragraph 42(d) clothe sago prece3 irg year wore cess Tan lessee's Share as Incbcated on said summers. Lessee snail pay to Lessor the amount of the defrienny *Kw ten (t0) days attar deMory try 101504 1e Loss** of said statement 5. Seconly ()ippon. Lessee shalt deposit with lessor upon Lessee's execution hereof the Sacristy Depose set form it Paragraph 1.7 as seaway ter Lessee's !earful performance of Lessee's Waa0ons under this Lease. t Losses facts to pay Base Rom or other tear Or charges due hereunder. or 0Merwme Dowse under fn's Loaso (as deAned in Paragraph 13.1). Lessor may use. appy or retain all or any portion of said Socvnty Depose for ate payment of any antoum he Lavaca or t0 (0lm tame Or OOmpensate Losses for any aaaety, 000. expanse. loss Of damage (.hdudinq atomeys' roes) which Lessor may soda 04 moor by mason 44604. LOsson uses or 4419!05 at or any Potton of aid Seamy Deccan Lessee snail within ten (10) Was arum wmten request mor00e decoct morass will Lasser sun4 cert 10 restore said Security Depose to the Ara amount moused by Ns Lease. Any ante the Base Rom increases during the mom of this Lease, Lessee OM, upon w11000 request mom Lessor, doom ad:tional monioa watt Lessor a! an addition t0 the Seurty Deport SO that the fetal art10Vn1 of the Seamy Oep0ea OM at al times bear the same pro4Orton to the men current 8ase ROM as the :meal Security Deposit bears to the Initial Base Rem sot forth nn Paragrapfl 1.5. Lessor snit rot oe rewired to soap ea or any tan of the Secumy Oeposh separate from ds general accounts. Lessor shad. at the expuaton er earlier termination of the term n !e04 and otter Lessee nae vacated IMO Premfsoa. return to Lessee for. at Lessors option. to the last assignee. It any, OI Lessens entreat herein), that portico et the Sodom Deposit not used or applied by Le5500. Uness otherwise expressly agreed fn wnen9 by Lessor. rte part of the Security Deposit WWI be considered to be hob in tart. to Dew merest 0r other increment to ics use. or 10 be 9ooaymorn 40154)470)000310 be paid try Lessee unoar this lease. 6. Use. 6.1 Permitted Use. (al Lessee Mae use and occupy the Premises any for the POmm the Use set IOrth in Paragraph t. 8. or any other legal use which i4 roaeonabfy compo. rade thereto. and for no otter purpose. Lessee shall not too or came Lha use at the Prem;04 in a manner that Is unlawful creates waste or a nuisance. or that dorm% owners a,Nor occupants or. 04 causes damage to the Promises or neighboring premises or properties. (b) Lesser hereby agrees to not toreaso00Wy ',marital or delay its consent to any written request by Lessee. Lessee's assignees or subten0rt1. and by (xospeceve asshgnees and subtenants of Lessee, its assignees and subtenants. bra mot/Amnon of sago Pemtrttod Use. to lord as the same wit rot micas' the 5(7401ural integrity of th0 improvements on the Premises 04 in the 8ui10:ng or t/0 m.0ohaarcal er eecmo t systems therein, dos not conOld with uses by Otter lassoes, is net significantly more burdensome to the Promises or the Buikfing and the mprovements thereon, and is whams" penmrsYa0 pursuant to ens Paragraph 6. If Loasor 0)Gets to wnhACld such o0nsenl lessor snail within five (5) business days atter such request a(vo a women 440tsea300 of same, *1501 nOfk•0 shaft include an exp1nab05 Of Lessors reasonable oblations to the lunge in use. 6 2 Hazardous Subawwaa (a) Reportable Uses Require Consent The tam •Haaardoua Substance' as used M this Lease shall moan any product, substance, chancel. matonal or waste wrist. presence. oaturo, quanuty anWOf intonury of 005)0ncs, use. manufactwo, disposal, eartsportation, spa, release or effect 045)00 by nett 0r la combination win other materials expected to be on the Premises. res armor () potentially nNnous to the p.o1b north, safety or warfare. the environment• or the Promises: (ri) regulated or monilood by any governmental authority: or (.$) a basis for yOloned liability of Lessor to any g0VOmmentsl agency er mini parry under any apptitabb statute or common law theory, Hazardous Substance shall include. but not bo limited to. hydrocarbons, pettoteum, astatine. awe ch or any products o bypo4ucts thereof, lessee snail not engage in any activity In or about the Premises which constitutes a Reportable Use Its hereinafter donned) or Hazardous Substances without the 0g:woes peer written consent of Lessor and compliance in a emery manner (at Lessors sole coat and expense) who ail Applcabl0 Requirements (as donned in Paragraph 6.3). "Reportable Use shall mean (i) the inatar(abOn er us0 of any above or below ground storage tank. (i) dna generation. possession, storage. use. transportation, or eispasal of -a Hazardous Substance coat requires a potion from• or MTh respect to which a report notice. registration or t isiress plan is required to be Idol with. any governmental authority, and (it) the pr05orce m. CO O about lie Promisee of a Hazardous Sebstance with re0pect to whien 3047 Applicable laws require that a notice be given to poisons entering or occupying the PramisOO Of n0ghbOttng pnoper00.1. Nowm1attrdng the foregoing. Losses may, without Lessor's once consent, bas upon no400 to Lessor and in compliance watt all Applicable Regtmiromema• use any ordinary aril customary materials I0asoriaby require) to b0 used by Lessee in the normal mune o1 the Per road Use, so long as aero use is rol a Repo1able Use and Can rot expos0 1110 Promises or nmg10or(ng popot)os to any moanksglul risk of contamination or damage or expose Lessor to any (43014 ty therefor. In addition, Lessor may (tut wmlout any obfgeoon to do so) carnation its consent to any Reportable Use of any Hazardous Substance by Lessee upon lessee's giving lessor such addreonaf assurances as Lessor. 4t 45 reasonable discredon, deems necessary to prbt0ct and. the public. the Promises and the environment against damage, 00ntamn0a504 9 injury ardor liability therefor, rndudtng but not lidded t0 the installation (and, at Lessor's omen, removal On or before Lease expiration or earlier termination) of reasanatxy necessary protective modific44ona to the Promises (suet as concrete onC4so410nts) and/or me depose of an additional Security Ospo5it under Paragraph 5 hereof. Ib) Ou/y t0 Inform Lessor. If Lessee knows. or has r0000nable cause to believe, that a Hazardous Substance has came to be locatted In. on, under or about the Premises or Te Budding. other than as previously consented to by Lassos. Lessee shall n1m0diatety give Lesser written notice thereof. together with a copy of any stataOOnl, rnpon. math. registration, applicator. Damn, business plan• license, deka, action, or p0coelug given to. or received from. any govern- mental authority or private poly ocncoming :he presence• spit release. discharge of. or expocur0 to, such Hazardous Substance including but not bolted to an such documents as may be involved In any Reportable Use involving the Premises. lesson shall not rats* or permit any Hazardous Substance to be speed or released m. Oa, under or about TO Prenssaa (Including, without limitation, (tuotgd the plumbing or sanitary sewer system). P(c) Indomnlrloaton. Lessee snaa indemnify, protect defend and hob Lessor, its agents, employees. lenders and ground lessor• if any, and the mommas, harmless from and against any and as damages, GaOit500, judgments, c051s. claims, Ions. expenses. penai0i, loss of permits and attorneys' and con- sultants' 1006 amine out d or invdwng any Hazardous Substance brought onto the Promisee by or for Lessee or by anyone candor Lessee's control. Lessee's abeam:die ardor this Paragraph 6.2(c) shall include. but not be limited to. the affects of any contam1ha0on or injury to person. poppy or th0 environment Pealed or skittered by Leasee. and the cost oI investigation (Inducting consultants' end attorneys' Mee and testing), romovat. remediation, restoration and/or abatement thereof. or of any contamination Mervin involved, and shall sundve ths explraeon or oaraer terinadon Olds' Lease, too termiuion. Cancellation or ra04so agree• mom entered mlo by Lessor and Lessee snail rotea50 Lessee from Its 0431945005 under this Lane with respect to Hazardous Subetan00e, unless 1410dfice y so agreed by Lessor in writing at the time of such agreement 6 3 Lassos's Compliance Mtn Requirements. Lessee shall, at Lessee's sole cost and expense, )taay. 0dlgen4y and m a amply manner, comp y rad! ail 'Applicable Requirement'," *Mich corm o used in mill Lease to moan all taws, tees. regulations, on:Manses, dlte0tNOs, covenants easements and restICeen3 of record, permits, the requirements of any appeeabe 912 insurance 0ndawdtor or rating bureau. and the reo0mmonaadona of Lessors angi sere ander eonsu{• lams, relating In any marmot to Me Premises (including but not limited b m4ners pertaining b (1) Moused) hygiene. () environmental conditions on, in. under or about Ire Premises, including soil and groundwater con0114on5. and (.44) the use, 9enerati0n. manufacture. producbon, Installation, maintenance, removal. trans- milatlOn. 4101390. spa, or meas. of any Hazardous Substance), now In effect Or whop holy hereafter come into effect Lncseo small. within five (5) clays atter fOCAPi otl0ssdr's cannon request. provide Lessor wn1 copes of art documents and information, Inc1uaing but rot Gmded t0 permits, reglsbaeons. ma5Mests, reports 59444. and tee, evidencing 10ssee'4 compliance with any Applicata Requirements spooled by lessor. and shall immodatey upon receipt. notifyLessor in writhemm any documents involved) of any threatened or actual dein, notice. citation, warning, complaint or report pertaining to or Invoking Lube by Lessee or rho Premises to campy with any Applicable RogurrOfrOhts. 6.4 Inspection; Compliance with taw. Lessor, lessor's agents, empley00s, contractors and designated roposenea1vos, and to hailers el any mom gages. (reeds oI tout or ground teases on the Promises ("Landers") snail have the nght to enter tho Premises al any 0m0 in the ease of an 0rner904Ky. and other- wise at teasonabt0 ones, for the purpose of inspecting the oonW)0on of the Premises and /or verifying 00m9fl0to0 by Leasee with this Luso and all App4cabe Requirements (as defined In Paragrepn 6.3). and Lessor snail bo entitled to employ exports ander con4umanta in connection therewith to amAse Lessor with respect tO Lessee's accedes, including nut not limdod 10 Lessees installation, operation, use, moni1Odng, maintenance. or removal of any HezmdoU3 Substance on or from Lessee or a e Premises. The costs and Orpertses of any such mspectbns 3113)( be paid by the party requesting same, unless a Default or Breath at this Learn by of Applicable Requvemonts of a contamination, causal or materially contributed to by lessee, is found to exist ono be imncn.m , or utas shall upon is requested or ordered by a governmental authority as the resat of any such existing or imminent viotaton or contamination. In such case. Lassoo opo equest reimburse Lasso or Lessors Lender. as the case may be. forme costs and expenses of such inspections. 7. Maintenance, Repairs. Utldy Invteltatone, Trade fixtures and Ateratons, 7.1 Lataela Obtlgadone. (a) Subiocf to too provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants, Restrictions ,and Building Code), 7.2 (Lessor's FAY Otero m good eater, ce or ondition andl'repair�14 (Condemnation). Lessee shall, al Lessee's sod. cost and expense and at as eves: keep the Premises and every ready (00f In o b Lessee. and whether (whether000 for such c•r not suchcotton of the Prem)sea requiring repair, or the moans of repairing the same. are rea5Onaby W tion al the Promisee).et0100dlw110er repairs occurs as a result el Lessee's cue, airy prior use. the 0brnenb 04 the ago of such p04- ria, air he .vent including, limitingthe generality of the Ior090inp, alt equipment or ladi4es spanAp11y sewing the Premises, suns as Humbug. heal - lacing., electrical. lighting facneeo, boilers, fired or unfired pressure vosear , Ore hose connections d within the P(eMeree, fixhaes..nfenze welts. 1mat04 statac03 01 Wei* wads, coiuhgs. Aeons, windows. doore. Plebs 91asa. and 1hy1{0hq, but oxcl dog any icons which are the respol5+biety a Lessor Lessee's to Pantgaapn 7.2 babw, Lessee, in keeping the Preluded in good order. 0 uy�n and repair, shall exercise and perform good maintenance prec4000. oCtiga'tioos shall InCkpo ro4Arations. replacements or renewals when nocessaty IO kap the Promises and all e78r0vem0o33 thereon ora pan thorax in good ceder cone/ on and stated repair. (b) Lessee shall at less004 sore cost and expense, poanre and maintain a centre*. with copies to lessor. In agtonlaiy forth and st4asance br aria with a 00ntract00 090daOiing and expojorced in the inspeclon, maintenance and service of the heating, air conseloning and vontitation system for Ms Promises. However• lessor reserves the right upon Mice r0 Lessee, to procure and maintain the earthed for the heating, a4 eondi0omng and vemitling systems, and d Lessor so ata. testae shalt reimburse Lessor. upon demand. for the cost thereof. notice to Lowe (c)11 LoSsee hafts b perform Lessee's obligations under thl5 Paragraph 7.1, Losses may enter upon the Promises after ten (10) days' pier warren (except m th e case of an emergency, In which case 00 notice snarl be required), Worm such o atom an good order, cordit9t and (0935. In agaHCO with Paragraph 13.2 beimLes5s0Y berhe8, and put MA 7.2 (Common Area Obllgs 39rhs. Sub)0ct b the provisions of Paragraphs 2.2 (Condrbon), 2.3 (Compliance with Cavortanm. Restrictions arc SuHang Coe), 42 (unman fo 1Coerati g Expenses). 6 (Use). 7.1 (Lessee's Cbligatfons), 9 (Damage Of Casturaon) and 14 (Conder hatch). Lessor, subjerz >o reimoursomont Ore spritldor laParagraph 4.2, shall keep (n $000 order, condition and repair the foundations. ezion0r walls, slrobtural condition d interior standpipe and hose (d bcltod Indio Common Arena) or other automatic Ara oxt ui5ni erg web. exterlo root. n9 ng system indutling Aro anoint anhdn04 Smoke OotoCoofl MULTI.TENANT-GROSS O Am ftcan Industrial Real Estate Assodabcn 1993 2/ nitre: • systems 01x1 equipment, ere hydrants. plains lots. walkways, ➢amerism, d*rr wy0. tardiesping. mom supra and L 'yearns serving the Corms Arom arcs all parts thereof. as wee at providing the services for w04041 there is a Common Ma Coming Emma* pursues to Paragraph 4.2. Laster std nal be oedema t0 pais the exterior Or Interior surfaces of enema vans nor 0x00 Lessor be °healed to meeart, repos or repiece smarm d°or1 or pie glut of the Promises. 101300 erecter.* waives the benefit Of any statute now Or Moab* n onset Mich mud aiwiweu Mad La® ere 4010 nem magus al Lab 's erperlys a 10 terminate Nis Lease because of Lessor's failure to keep the Btddng. tdnrld Geer ce Common ham* coed alder oodi0r sed tepai. 7 3 Utility Ineaeadone, Trade Flxtulae. AMersdam*. (a) OeBnitIOns: Conseil Required. Tyro term IJIWI1 amellelorer is used it I is Lama to toter a of at tire, New panels• nwecaeeat usd0tx t.m. smery lee protection systems, communications systems. fighting fbau ns, Mori% eerslriO4 area air tondfati1 cram en. pismire. and torv,g about Ohs Premises. The !OCT 'Trade Flslurse- PON mean 100500'0 machinery Aral mummy .filch can to removed Maur dram matelot damage le Ore PrereseS. The leen "Afetelbnir snag moan any modhaeaton of the irpwwrrr0 m M Premises .f:rh ase provided by Lessor Wer to tarns 04 the Losse. 01004 man Usury Insratatens Or Trade Fixtures. 'lessa.Owrrd Alruaone elalbw WOW ae+d.11sr' ars MOM as A reser andr0r Utak (Kratidase made by Lessee mat aro at yet owned by Lessor pursuant to Paragraph 7.4{0). Lessee Sire• not nib nor camp o be made any Mtembons or Uolity Irstanauons in, on. under or about Ms Promos without Lessor's prior wrdson merit Levee oras, trawnne. mesa IW-000Rkarat IAA" kmstaeapore to the intoner of the Pommes (excluding ire roof) *Mon Lessors consent Out upon room to Lamm so lora is M are rot .aatia born M outside d Oe Premises. do not revive puncturing. relocating a removing Ire root or any ensure wois ar dumas w irarl.in9 eon re fn spieler or era daretllon systems and the 00,0W Siva o084 thereof during the tern of mho Lease u 00t0nded does not exceed f2-501.00. (b) Consist. My Alleratiore Or Witty Installations mai Lassos sed dears as mei and imam wee the palest of Oe Lessor shay be presented a Lessor In written tam 04th detailed plans. Manse* given by Losses Meese by time d Paragraph 73(0) a by subsequent speck a rnerK sial be deemed conditioned upon: (1) Lessees aWWnnq ad applicable permits required by %r amarum ing a.twreatc (t) to karietery a copies al ural permits keener with a 104150.. N msand rbd l 1 Sni 01 Said pemltots w a prompt and AWP dt«as • My a +� q Ts � v e (teen re did ie Mal compliance be done in a goad and workmaNike manner. with good and std1tlws meals. sed be et mrperxs erer ale Asoicaue Ae imerne4s. Lessee sial prorr(817 upon mnpletwn Iner001 furnish Lessor wen as -bull plans and spea:More therdac tensor male. (burl MIM* obligation ado so) ar deon its consent to any requested Moreton or LJtlay !rata/aeon vat oats S2.500.00 or more won Lessee's pwidtrm Lame sin a fen sal completion bond it an arrotrd equal to oro and omt•hat ernes mo estimated cost or such Alteration or they arueodwt (c) Lim Protection. Lessee shall pay when due all claims for labor w muter‘k furnished a alleged to have been dsmidrd 1.30f kx Low. at or as use 011 me Premises. Kinch claims ars or may be seemed by any rtischan0s es ,10.011.4141'0sen against M Pmnis.s or are i to ext teroo. Lanese shad give Leaser net teas than !on (10) days' nonce prior to m* commencement 04 any rade kr. osn, or about est Protases. and Lessor 11d have to right to pad mews d ron+saponshbeity m or on the Premi.s as prov,ded by law. If Lessee alme is good hen. oases' 0M vaga>ty at any such Yet, dem Or denied. tin Lessee urs, 11 Its sole expense. defend and protect haolt lessor ant 4.. Protases against the sane and Ma/ pay ad sandy anysuch aldose )uWame rInas s dsrad Maroon before the enforcement thereof against int Lassa or de Premises. a LeLessorst d imam Lased r se(unix a Lessor a satisfactory to les401 in an amount equal to one and on0•nalf seas n0 amour eI such mimed Yn manor dement isanrliyaq Lessor agaaat gaiety for 100 same, as requred by law lame holding of Me Premises free from 1h0 eyed a such Yen or dada le aksaxL Lasasor *y reptile lacer ea pay l.aaaars saornays' toes arse (04110 in partipapaling in wen action 4 Lessor shall decide 4 iS to Its beat interest a da as 7.4 Ownership, Removal, Surrender, and Restoration. (a) Ownership. SWOP' to lessor's right t0 require t7et imam, arid to wino Laze e a banana Ye owner meed as hereinafter prwhdod r tuts Paragraph 7.4. all Alterations and Utility InsuNations made t0 die Pranks% by Lessee tele be the property d and osed.by (more. OLA considered a pert d dm Premises. Lessor may at any time and at its opton, 0*a in writre to Lessee a be the aurum rill 0 or Ary spmiad pert et eta Lersem Tend MembOno and Lately Installalo0. Unless or640100 instutted Per Subparagraph 7.4(b) 00' , at l.404 Mimeos ad [Any arsagaor,. Mae, ad Me enphrmon or earner terranatbn of this Lease. become the property of Lessor and renin mos nu Premiers indite sarendmed seri is Remises by lessee. (b) Removal. Unless ahem* agreed in writing, Lessor may reams set Ary * ale tataseOewud Merano s a laity drte lidos be removed by the a pifa0a or earlier termination of this lease. nonvm atandirg t st their Mialmkri cep her bean mreersed to by Lassa. Lasser may require to removal as any erne of all or any part of any Aheatbns or Utility Installations mule .tfaa( ire ngied consent d tom. (e) Surrende4Resloratlon. lessee shall surrender to Premises by M and d ne tad day of to Lease ors or any maw temnta0a dale clean and free of debris and m good operating otos. condition and state of repair. oniony weer ant tear mopsed. envy veer and tear 042al not needs any dam- age or deterioration that would have been prevented by good maintenance smoke or by Lessee 90.t . og al d'es rtee under this Leave. Except as oth- erwise agreed Of 19.afied reran. the Premises, as surrendered, seal Maude M Meagas and laity tusafae°re. The otakse ym tl Les** shag ricks* the repair of any damage occasioned by use installation. maintenance or moral at Lary Tran. F,aa.ee. furnishings. ereapa+ert ant Lesse.-Owrvsd Morahan ns and Utility Installation as well as the removal of any storage tales irsstafed by or for Leat all tea removal, re sitecer eel, or remrdal:in d any soil, material or ground water conlaminaled by losses. all as may men be required by Applodee RequI curies ander good practice. lessee's Tramp Rams stat remain the proper)• of Lessee and shall be removed by Lessee sutlers Ib its °bipaaonto repair and redone es Premiss per the time. 0. Irtwrance; udxnnity. 8.1 Payment of Paramus Increase*. (a) As used berets. the term Insurance Cost Inoreeee is defined as any atalasa it he admit cors of was rsuarce appeaDle to ate 0u lcag and requited toed Curled by Lessor pursuant to Paragraphs 8.2(b). 8.3(a) and 13.3(b►. ('Re4War les rear). over and More to Rasa Prone" as heroitafw defined. calculated On an annuatbase. 'Insurance Cost (=ease' sed nada. 1m not to Wild dot regtiremsfa dee holder d a mortgage a deed d bus co* ening to Premises, increases valuation of the Premises, ardor a general premium rata ilea. The arm lyase Coal Nessus' Mal rot lo.ever, Maude any premium increases resulting horn the nature of the occupancy el ay Der lasses of M Wading. t ee anise insert a dale amours it Pa.graph 1.9, sun amount shag be considered the "Base Premium.' it a dollar amount has rot been nomad kn 1.9 and 4 es Brid.m has been previously rcaged dar- ing Me twelve (12) month mad immediately preceding me COnvnercwnent Dau, Me Tate Prunes'' 0410 be tie and paeans mambo a earls twelve (12) month perod. II me Budding was not luey occupied during sash Mahe (12) moat* priori fe 'Rase Prorndrrr std be Yee lowest annual premium amenably obtalna0ra for mo ROgwrod Insurance se Mee Commencement One, assuring to moa nustirei use %mates d M Weans In no evert, however, end Lessee Oa responfrole for any porton of the premium coat atnbulable to Iiabrely x1110004 comings in mese d Stasi3OOO ptca.ad undo Psalm's* 8.29s). (b) Lessee shat pay any Insurance Cost Increase to Lessor comma a Pmgraph 42 Mantra w pricy periods conerenang peer to, or exta.S0 beyond, me term of mss Lease sial be prorated to coincide *4h the m+espardrq Conree nwemma Om or Eapiefon Dim a.2 Liability insurance. (a) Carried by Uses*. louse shall obtain and keep in lone during ea rum d e# Lame a Camerae General Liebig posey of insurance acext. 4g 14554e. Lessor and any Lender(s) whose name have boos provided 10 tams is Milo (a addea01 )*rode) metes rimier kr bodily kery, puna al injury and property damage based upon, involving or anlsig out of the owrser3lip um oncoming or maknbvmoe d the Nankai and 0 areas appalenas thereto. Such in8uance shat be on an occurrence Gua prwpdrm *Ye iris menage In an amus not less ties $1ALO.000 pm *comae with an 'Addaonal aswred•Managors or 10s3ae of Premises' endorsement and contain tie '41... dre3 d to Pokier, Exterior .al*sanent kr darn gal caused by neat. tnna* Or rumps hon a hostile fk0. The policy Man 34111010041440.1141783104333004 contain sesame m beseech Moved persona or organisations but stet *rude mrecya lar '.ibty aswm0d under this Lease as an ")neural contract* for Me pabrmes, or Lessee's bramary obfg;ali ne tads tis Leese. The user of said inseam* r0gwed by mss Lease Or as corned by Lessee shall cot, however, inti Oe *1y of Lasses mor mime Leona at Ary oblgran hereunder. Al swarm a canned by Lessee shag be primary to and not contrbutory diet any sinew Mauro, cared by Lessor, whose nem* shoe be mrtsdsed excess Insurance only. lb) Carped by 131101. Lassa 5313 also maintain liable k.eraaw dearked a Paagrwsh 8.2(0) above. in aadiah a and rot it Leu at. the insur- ance required to be maintained by Lessee. Lessee shall not be named as an addira01 leered emeMi 8 3 Property tnsue*nce•8u4dtng, tmpovementa and Renal vatr. (a) Bullding and lmprovemonta lessor shall obtain and keep is law drag is sem d this Less a poky or ;oldies n be mere or Lessor, am Om payable tb Omar aro to any 180404(0), insuring against loss or damage to er Pruners Suds neurone shall be lot lug replacement met, as the same shall rein from sopa limo, or the amount required by any Lender(s), but in co overt nmale Mee carenemiy e.rr*em4 and amiable ineutable value owed 4, by mason at the unique nature or age of be imprOvemonts ifvot ed, such War amount is pas flea d replacement ups. Leman Oenad Mentor= and t,Uely Irtstaaetfoms. Trade Fixtures and Lessee's pore:nal properly snag be Trued by Lome pursue -it to Paragraph 8.4. eke o°venge la avoid* and mmrrdaey aoaccrtate, Lessor's poky or polkteS Shall insure against ail bks of duct physical bee Or damp (sept Me pmt of food 0.441 seaquake unlade. regW0d elf a Looter et teemed In 010 Baso Premum), lndWNg eovera00 lot any Melon* mar rnsalng dove debris removed and rumored* amounts of mv0tage for (ho enforcement of arty 0roinance of law *mutating des re0oratucyon or roplroehna of are udemage0 sudors dee sulking roquirod 10 b0 oanotiahod or removed by mason of the enterMmont of an7 edlkfm9. ANDD, satiety or load ire as alp eta meet d a04 baa, bur rotMaxima Plage gemma immerse. Sad policy or policies shall 1330 mnta* an agreed valuation provision in Goad any co-insurance demo, Meer at shogd*l and Mellon guard pr0teC800 Cmsirg an **ease in the annual property insurance (000ra90 amount Cry a actor drop Ism Mn he adoded U.S. Deperans* at dada Consume Prim Index for Al Urban Consumers for tie dry neatest to ware the Premises are kx;aed to lessor and Value. Lessor s buring MO suras ot�hrlal /emu kar d adsi g es arm of tie Lams a pogo, a policies * tie name of Lassa, whet las payable Papery Taxd ny Londet( costs. all Common 01 1 h full n c eeses pwaetla by al looses' d on pukka) a lama for one year Oa:Me q aA Roal Leans is Ta OS. inS a reason of an *sued bas, me donofExpenses aro any seethed rental 1310.9). Said insurance may faVe l dura * me sae tae roplaosmont 0h the Premises, to made la one fug yeas (055 of ren revenues hawy for ed. Me ty emended 1*. 10 as rear al 00 min an a 190011 or LrOtiltOn m Yeu of any (0•insuranCe VUuse, and the amount d( Sae M a n bas. p4 emrane tale1 m 00. an Plopo valualacri y (15uran(0 premium costs and outer ex moorage mune' arr.p i need the n Alma* xenyl 1x&111, Rat Shag 'nflt o 3:1. deduCOU0 amount i the event of such !0esses. 11 any. otherwise payable, Imp Me nest t 2 -mores plod Garman Aron ODerying ExpenreG stLal �mxitsde ant (c) Ad)eant Promise*. Lessee shall pay fa any inunaase In dee pianism Cor to property *carers* d to Bashes and kr the Common A: els or other buildings in the lndustnai Center d said increase is caused by Lessee's ads. omissions, nap or otaMywncy dee Premise*. MULTI -TENANT -GROSS Amann Industrial Real Estate Aasoaaion 1993 • tails: IS (0) L.eaee's Improvements. Since Lessor la th* Insuring Party, Lewy shell not be required to insure Lessee-Owned aerations and Ustty inneadons unless the item in question has become the preps** Lessor under the tem+e d rive Leese. 8.4 Lesesiee Property Inwrnnce. Suelect to the reg1remens of Paragraph 8 5. Lessee at lits oast Shoo setter by separate pokey or, m Lessor's opoon. by 000001003 policy already canted. maintain trauranoe coverage on all d Lessee's personal property. Trade Fixtures and Lessee-Owned Answers and Uteri tnstailaoons m, en, or abaft the Premises simiar en coverage *that tamed by Lessor as the Inswing Party under Paragraph 8.3(a). Such Insurance scull be fxt rulecernem oast coverage with a 0 0uca00 not :o exceed 51.000 per occurrence. Tho proceeds hom any 3440 inswahw shad Of used by Lona ra the rep+acement d poroona( property and dee restaracen d Trade Features and Losses Owned Montoro and Utley Installations. Upon request hom Lessor, Lamest sham prove* Lessor with written redone. that such insurance ism face. 8.5 Insurance Poltava. Insurance required hereunder shall b0 in companies duly tiewued to transact lessin.0 in the state wren the Premise; are loc*• ed, and maintaining during the porky tern a General Popcyhoelere Rating' of at teast B.. V. ce such outer 14t119 as may be r.qured by a Lender. es set Ione In the most current Jesse al *Bears Insurance Guide.' Lessee shall not d0 or permit o be dote err/Oleg which shall Imalidalo the ine*ranee pewits Mond torn the Paragraph 8. Luau shall cause to to delivered to lessor. within seven (7) days aha the.arber of the Earty Possosaon Date Or Cee Commencement Oats, os.e- ned copies et, or core/lutes evidencing are existence and amounts of, the insurance required under Paragraeh 8 2(a) and 8.4. No 31leh1 policy snag 00 eancelado ce subject to modification (none arta many (30) days' pea written n1iCe to Lessor. Lessee Mall at toast terry (30) days prior to Oce 8esrabo0 of such seem, Ro- man eeman Lessee with avrderua of rer8wa!s or Insurance binders' evidencing renewal Naeol, oe Luisa may order such Insurance and charge the cost brand to Lessee. which amount snag be payable by Lessee to Lessor upon demand. 8.6 Weller of Subrogation. Without affecting any otter rune or remedies. Lessee and lessor each hereby moose 0rtd slows the emu an: waive thew entire right le recover damages (whether In corroabt Or In lor) against the otter, tar lass or damage to the& many arising out of or •nation to the penes required to Oe ensured against under Paragraph B The *tact of such releases and waivers o1 due right to recover damages Mag not 0. anted Oy the amount of Insurance tamed or required, or by any deductibles applicable thereto. Lessor and Lesser agree to nave 0/04 respective Insurance oompa0as easing property Damage insurance waive any right to 5ba043ti05 that such 00meanies may have against Lhasa or Lessee, as the Case may b0. so tong as to inse of 0* is not Invalidated thereby. 8.7 Indemnity. Except for Lessor's negligence and/or breach of express warranties, Lessee shall indemnty, protect, defend and noel harmless the Premeds. lacer and its agoras. Lessors master a ground lessor. partner, and Lenders. hen are agaiert any and elf tiaras, loss of rents antra damages. Mute, lions, judgments, periods, loss of permits. attorneys' and consullaMY 1001. expenses archer dabitides anein9 Ota of, Involving. or In osen00000 wtth, the *000950.0410111:0 Premises by Lessee. the ccr4uct of Lessee's bwiness, any ad. omission or neglect of Lessee. es aeon*. contactors, employees or invitees. and out of any Ooteul or Breach by Lessee to she performance in a Mealy manna of any obligation on Lessee's part t0 be performed briar 1013 Lease. Try *re- go&hp shall mduds. but not be amend to, the defense of pursuit of any claim or any aC000 Ce proceeding Involved therein. end whether or not (in me case of claims mute against Lessor) Pigged and/or reduced to judgment. In case any action or promoting to brought a9amst Lessor by reason d any of the t0(o9oin9 manors. Lessee deal notice horn Lessor shall defend the same *Lessee's expense by counsel roasona ty sal:Sav ory to Lessor and Lassa sea cooperate woe Lissae in such defense lessor need n01 nave brit pard any such claim in order t0 b0 so indomrpfiod. 8.8 Exemption of Lessor from Liability. Lessor Mat not be Gable for injury or damage to t,o persona goods. warm, me(C0410000 04 Other 0109009 Lessee, Lessee's empt0yeel, 00041310010. 04000 customers. or any aux (arson in or about the Proms**, weather such damage or merry is caused by or *eels from tire, steam. eleces01y. gas. water a tarn, or from the breakage. leakage. 0be01050r1 Of aha defects of pipes. are sprinklers. suns. appliances. plumb- ing. air conditioning or Ig(Ong hxlur00. Cr from any other cause, whether said merry or damage reoua3 hom 0ondrbons arising seen Ino P/otivses or upon Otho portions Of the Bu:eling 0l which the Pforhem are a pan. tram other sources or places. and 109aneess of whether mo Cause ol such damage or 'ntury or the moans of repairing the some is accessible a not Lessor shall not be fable for any damages aniing hom any as or 0591x0 of any dteer lessee of 1031100 nor from the failure by Lessor to 0010(0. tee provisions of any other lease in the Indiella Center. Norwith0,aaing Lasso's negligence or breach of haps Leas. Losses shat under no circumstances be table for Injury to 1835004 business or for any loss of income or poet 0of0lt0m. 9. Dsm119e or Destruction. 9.1 Dermalon.. (a) -Premises Pariah Damage" shat mean damage or destuc000 to the Prefresea, mar than Lessee-Owned Alterations and Utility Installations, res repair cost et which damage or destruction it less Than Rey percent (50%.) Of the then Repteoemem Cost (as defined in Paragraph 9.1(d)) of the Premises (exclud- ing Lessee Owned Atter-aeons and Utility Installations and Trade Flanges) &mediatory poor to such damage 0r do-an/stem (b) "Premises Toot Destruction" shalt mean damage or destruction to the Promise, other than Lessee-Owned Mentons and Utility Installations. IM repair cost of which damage Of dossocOcn is fifty percent (501) or more of the Nen Reptaowne* Cost of the Premise* (excluding Lessee-Owned aerators and Utility Installations and Trade pietures) immediately prior to alien damage or destnicten, In addition. damage or destruction to the Balding. outer than Lessee. Owned Alterations and Utility Installations and Trade Fixtures 01 any lessees of the Belidn9. to cost of welch damage or destruction is fifty percent (5094) or more of the then Replacement Cost (excluding Lessee-Owned Alterations and Utility Installations arse Trade Rases of any lessees of the Building) d the Building 32,34 al the option of Lessor. be deemed to be Premises Total Destruction. (c) "Insured Lose" shall mean damage or destrualon to the Premises, other than Lessee-Owned Alterations and Utility Installations and Trade Fixates. which was caused oy an event required to be covered by the insurance deealOed in Paragraph 8.3(a) irrespective of any deducible amounts or coverage limits Involved. (d) "Replacement Coal" snag mean the cost to repair or rebuild the improve mems owned try Lessor at dee tme of the occurrence to their condition exssare Immediately prior thereto. including demolition, debris removal and upgrading required by the Operation of applicable building cedes, ordinances or lairs. and w,tlaut deduction for depreciation. (e) -Hazardous Substance Canaan' shall mean the occurrence a discovery of a condition involving the presence of. or a contamination by, a Hazardous Substance as defined in Paragraph 8.2(a). in, on, or under the Promisee. 9.2 Promisee Parted Damage--Insured Lou. if Premien Partial Damage that Is an Insured Loss occurs, then Lauer shat. at Lasso's expense, repair such damage (but not Luau's Trade fixtures or Lessee-Owned Attra(lons and Utility Installatons) a3 soon as reasonably possible and this Lease shag continue In Nd force and .tett. In the event, however. that mere is a storage of inSIsance SMa.de and wets shortage is des to the fact that by reason of the unique nature 01 the improvements In the Pr*nses, fit repla0Omont cost Insurance coverts* vine not commercially reasonable arse avmlablo. Lessor snail have no cbrq• ami to pay for the shortage in insurance pr0M0ds or to Rely 705(0(0 the unique aspects of the Premises unless Lessee provides Lessor with to hex* fo cover same. a adequate assurance thereof, within ton 110) days lacewing receipt of wain notice of such shortage and request therefor. 11 Losse( reoenm sad fends or adoquott assurance meteor within sad sun (10) oay pared. Lessor snarl compote them as soon as reasonably 90t3ible and this Lease snail roman in Na 10400 and effect. If Lessor does not receive such furies or assurance vethin said period Lessor may nevertheless oleo by written notion to Lessee wenn ton (10) days themes to make such restoration and repair as Ls commercially rea3cnawe wet Lessor paying any sneeze* in proceeds. In which asst this Lease shall 10main 0 tea Ince and carom If Le000r does not receive such funds or entireness within muds ton (10) day pend. and it Lessor dee3 not so elect to testae and *Pak. then Ills Lease 103)1 terminate sixty (60) days following ((11000013000004(00 damage or 5005Ucodn. Unless °maws* agreed, Lessee snot In no .vera have any Rete to ,QImx i:I.: meet from Lessor for any funds afferb tee by Lessee to repair any Nal damag0 or d0stuc7M. Premises Panda( Dermal due 'e 0000 or *ann- ual* snail be su0,ect to Paragraph 9.3 03000 than Paragraph 9.2, nalwastardin9 that dime maybe some Insurance coverage. but tee nes proceeds of any such insurance Oa be made avertable for the repairs II made by eater Parry. 9.3 Penile Oamege-11nln*ured leu. tl Premises Para/ Damage that is not an Insured lose occurs. unless caused by a negligent or wiled ad of 103500 (in which event Lessee shat) make the repairs aster (q repair such a as soon as s itte alLessee's expense are thio Law shag this untrue e lull lace and effect), Laser may at lessor's epbon- len notice o Lessee w1dan'Ningm' reasonably pt byi Le s Lessor's urieedge of, in which cur sure nce f s Vase snap of ntinue InLessor's fug lace and 0x10tem a (i0 give sum. the date sixty hill' (30) days after receipt e. Lessor of t Leese a of the occurrence o such damage Lessor i Lessor's desire to *mune* cols Lease as 0f cry (60) days tol'cwlng the 0310 d such 00400. In 1M event 1083ar star* to glue 00041/305(00 d Lessors ima 11041 to terminate this Lease, Lessee 0har1 rave the tight wtain ten (10) days akar Ifo receipt of such notice to glee wean ts05ce to lessor of Lessee's commitment to pay fa the repair oI such damage totally at Lessee's expense and wean reimbursement from Lessor. Lessee shall provide Lessor with es required funds or satisfactory assurance thereof seven thirty (30) days f01l0w1n9 seas commitment prom Lessen. In such event as Lease shag continue in lull two. and affect arse Lessor shall proceed to mai: such repairs as soon as reason** possible after th0 required Rads are available. if Lessee does not glue such notice and awe* the hinds of assurance Moroot with. in the ems specified above, NS Lease sear *menet° as of rho date specil ed In Lessor's notice of termination. • 9.4 Toni Destruction. NOtwItlstandng any other omega nsroot, a Promises Total Destruction warn (induceng any de0tru"ton required by eery sumo- 14500 pu1MO audarly), this Lease shad terminate sixty (80) days felelwing the dated such Premises Total OosaucOon, wlotor or net the damage or desttrcl an s an Inured Lou or was coined by a negligent or wletut al 01 Lessee. In the event, however. NN the damage a desetaiah was mused by leesoe. Lassa VIM have the ngM to recover Lessee's damages from Lessee except as released and waived in Paragraph 9.7. 9.5 Damage Nem End of Tern. If at any time Oaring the last six (6) months d the term of this Lease there ld damage for welds the ail to repair exceeds ono month's Base Rent wheeler a not an Ineurd Loss. Lessor may, at Losaor's option. terminate th5 Lease otectivo slaty (60) dayo tekeo-11-11 tel 645.0 01 aboulr0103 of mires damage by erring erten notice b Lessee of Lessor's election to do so el n Miry (30) days aper the date d occurrence of such danhage. Noted, however. d Lessee at that time has an exerasable option l0 extend this leaao or to p1Mue the Premises, than Lessee may preserve as Lease by (al exadsin9 ads open. and (b) provdmg Lessor with any shortage ,n insurance proceeds (or adequate assurance thereof) needed to make the repaint on or before the earlier of (1) the date which is tan (10) days are lessee's ro» p1 at Lasso's written notice purporting eo terminate dee Lease, or (i() the day prier o the date upon elects such anion expires. II Lessee duly exereses seen option during such period and provsees Lessor with tura (a cover any shortage in insurance adequate ase shall Mani In fol force arse affect. n Lassoo fails exorcise such Opti at Lessor* 40 041 expense funrepds r ore tannage as soon h seasonal*1,001 possible SLea e 0 this Lhasa seas of the d tin o set *Min the first ;enemas of this Para r Pion a d provide such Nods a asatsance during Such period ti an Mb Least shall tertttinxo as of de date gapes9.6. 9 8 Abatement Of Rant: Leeaee'. Reined**. (a) In the event of (1) Premises Paraai Damage a fn) Haeardae Sebsvncs Centaon for leech lessee 8 net legacy resp0(M+DIe. the Base Real Common Area Operating Expenses and other charges, it any. payable by Lessee ha/ureter fte the period asen9 which Such derma* or conmton, as repair, reme- dr 1032062n COnt5503 3058 b. abated l Smarten to the degree to which Lessee's trio d t o Promses is impaired, art not In eacese of proceeds horn insurance required o ph be Canted under Pa/3gra8.3(0). Excoe for abalemerd d Base Rat. Common Area Operating Expenses and ober adieu, darty, as aforesaid. man any such °blgatons d rm dalessee hereunder shall be performed by lassoo. and Lessee slag etre no claim Keens Lessor or any damage suffered by rat mage, deseur110s tepee remediation or restoration. alf MULTI -TENANT -GROSS 9 M1 o1can Irxfuatia) Reel Estate Assocafion 1993 -8-. sstricareal (b) 11 Lessor stall oe obligated to repair a HAWS OW Promises (y`p under the days a dor s sof this Paragraph rand nail al commove. 1 . ori d *005 01 w way. 710 repairres a tOstOf giro n the notice and lo arty Lenders a whop Lassos has actual notice d Lessee's Heaton m terminate the Lease mem 0 such mow 1 resbra60) Ono w1itlan nose b Leaseand soon repair a ...widow Is Hoa don not toss man slily ( days f 310010 ecu of such d sn0dr .this. a Lassoo l ren s notice of m Lassa and ed n L =los. a Lessor a a lender com- mences ces the 1* i10r restoration (30) days)1 heir anises a w 11111 (30) Losse Shall recei91 ) of 11 Han spoofed _ itoct mentos ino - repair used in dors Pel 1 the 6 05311 withinethirtyomit ns) au authorization oft a a the rooked dans. a the NOOpnnin0 d ll force and aeC" *Commence- a5 lin me Paragrrtph 9.6 shill moan eller 31 walk on 7t. P1ad3os. w1kh0rer °Ceuta 11111 n trisGl also Lessee 9.7 llsardous Subsume* Conditions. If a Hazardous Subem/ConditionCondition Condition occurs. uniess Lessee a *gay recporer0e th lnetX ship make the imosbga0tm and remel0anon mayor rowllod try Appnk0txs Requirements and this Lease shall coconut, In rue taco and effect but Hard b tance Lessor's rgnu under Paragraph as Baso and Paragraph 35 13).380 � Yat Lessor's option . in whld+ event 43 either Lease the l cInveontinue ti ato and ne m not force acrd M such a (9) A dn�mated Mit adon, H !mange,* a as soon as 6305)1006 On same a is great r,wire r unman _10 cost m Imesbgato and remaialo sydh 0eedetmn oxcoe0s mem (12) )mea dna then rnorthy Baso Rom a f1Gg.000 whiCMva b greater, gyre rotten Lessen were, tve1Y (30) 01)5 net reee'pt fly Lassa el k'f)wtsdQe of ino CQut6nco d suer Hazardous Subalan0e Cotd`b00 rt 10 arm 0 -' Lease u a the Cato sixty (60) dela foto/ring to date of such nom. M the event Lasser elaW m give such noticed Looser's Ime0Oon t7 sr minas* ass Lease. Laws* Shan have dna right weep ton (10) da(5 alta the record a such now* to give written nolo) b Lessor o1 105098'$ communed Pa'I of (a) tmesogatol are rams:Saban 04 suctl laattle s Subsume Condo:on to the extent rewired by App(cade Mgvaement5. ova (b) an amours equal m shad provide Lessor ,Net the tuns 6105500 a d losses a saustaoory msuc (12) auras the Ones me(30) days Rem a f id oe 0. wnl01 by Lmeter. 1 s nevem this snai 1nlnw h full force and 6Asct and Lessor shag pro- ceed � ceedto m toted wtfbn 1196/ (30) days t edisto said commune by atter rho required funds are svaraad0. 0 Leases does not 9150 5101 mace std Coad a mase such 10100 i3 and os Mewl s as noon a5 reasonably didspecified Vie. tits Lease stun terr10ate as a the dare specified In Lessor's no400 d b• Pl'Owde ino required turas a usoranc�e thalamo swain the Ore poeiod spocafi mina0on. Lease 9.8 Terminrtion-Advance Payments. Upon nrtNn30C1 of thisLeas not is not Paraggw%htb b Mall ll return Lessor terms payment ymse. made by Lessee to lessor and so much of Lessee's 3945011 Depose e a awirer t e of the l tires Warms and 9.9 waiver of Statutes. lessor ane Lessee Woe that the marts of this Lease anall govern the shed Of any omega50 Me Balding with rasped to the termination of this lease and hereby wen* the provisions of any present or future SmMO SO the =ant R e rocsidarn herewith. 50. Real Property Taxes. as 10 1 Payment of Tans. Lessor snail pay the Real Properly Taxes, as defined In Paragraph 10.2(0), a9PNca01s m the kldesbial Center, and exoepl 0d► ammo Paragraph (ce. an Che eases In le such aamounts over the Base Real Property Taxes snail be inducted in the Lala laden d Corm= Area 110 Expenses aaccordance (0.2 Rest Property Tax Defin)Itons. general. special, ordinary a oxaaord• (a) As hood neroln. the term 'Real Property Taxes" shalt =dude any tam of real estate tax or assessment 9 _ Lem nary. and aroI)d edea too. y authority rabbi! mo armed a Indirectmpower thind or o !rax. including or 9 any d6other .share a fie government. am school.�ag icult sauary.. the Industrial Cantor oy any improvement mpl ry Lees stool, drainage. or oma incomemolo don.et thereof, oe LeS50(5 against any eosin or 10 hemi 5. T e of Lessor m the f'ues rded or s� also arhd any to f Lessors Wry. card to rant or cora 0. 0 3 ..crease 10,01 Lessor's by reaso of leasin100008 the Promises. The nem 'Reel Properly �ng enact auntie life form d Ore ter. tovy. orcins but or margo. 5 any .ncrease In matin. hipof 0 ) u5ll of menu oowre g.improvements r vement Appfi Lasso. inducing but n1 I(mhal t0 a change In the ownership a mo Industrial Cantor a in t,+0 hmpteyvamerna mereson, the execution of this Lease, or any modifica- tion. =enamour or transfer =roof. and Mother a rot COntem9latd by m0 P31500. Taros, L9 � Premises. (b) As used 8* 10 ,the dorm 'Bees ReeletchProperty Taxes' Shall be the amount Of Rear Property year,9td Real reapers. (3803) a Common Areas n 0 ctardar nc:u ed in wind! the Lease is Property to calculating (0Roca lender Property Taxes for 90 Toros for any real estate tax year seall bo included in the �aoon of Real Prop)1y yaxns for such catandar year Dasod upon the nennba d clays witch won ce,+en0ar year and rex Yost haven common. 505 shall not endnlde Real Property Tues specified In tlh0 tax assessor's rant* and trv6k (0.3 bong Additional Improvements. Common Area Weal upon pan or Lessor la the exclusive enjoyment a such atm 5/100t5 lessee as Heng 000$04 by additional 10.1 hereof 9130)0 hall. en Induspia( Center Lassa tno10S000 Cort mon Area Operating Expenses are payable under Paragraph h 4.2. the entirety Paragraph 10. f ne6001, 195500 Scall, however.30505850ay mason d Moralon0. Trade Sautes a IJctny 1na(altdtons pared tow the Paragrepth 4.2. me erluery 01 any increase lin Real 'Property Taxes d assessed notary by Premises by Lease° or a1 Lessee's request. (0.4 Joint Assessment If the Budding is nor separately assessed. Real Property Taxes albcrsed l0 the Bonding shall be an crumble proportion of the Rest 5005Property03 Tues Ice as 3 the taro and shots or rro 035011 within050 res pares( a seasoned such =pardon n m be =amines; by lessor from the resperans velua°Ori as31gne4 In :ha a[IBSTO% S wont shoots a such Oma intormaton a5 may tee reasoned,/ available. Lessor's reasonable daermhrutmh shored, In good Ink shad 05mtushv0. ,nal anti toned upon LosseeOw0i0d Moratoria and Litany 10.6 Lessee's Property Taxes. Lessee shag pay aha b delinquency aft taxes assessed ago _ _ installations Trade Firturea. turnashings. equipment and sal personal property d Lasses contained in the Premises within the Industrial Cana. When Trade FNMA's. hxdishi m and all oder Personal TTT 6, trs Panda° assessed LOSSOO80d 53 Shall cause ILf from the•foa br Ma38t LO and Utility tin of Lessee's shall he assessed With lessor's real property. Lessee shall pay Lessor th Ono 0 all bola le to 1050 the nal property within tY 1 Lassa. tt 5617 of Los0Oo s sad property m Lessee's property, Lessor :rte taxes a0nbutabte to losses i property vMhln tan 110) days anon retcaPt of a wnnen statement sotdn9 forint ter taxes aPpricatlb but nal 11=60 10 aroanoty. arid r11. 10an ting o1 Lessee pay Wetly for a* trollies and together *15(1 any taxes thereon. I$ I My such utilities the Promises. rvices are not separately motored to the P,Omi505!Oephone. security. Or sOpWaXOIY Wed b the 803009. them snap airy i hitt th r i rea0406 a =pardon to be detenrimed by Lessor of all suds charges paltry metered or WOO wen 0010f promises n ire Building. to ilio mantra and within me time periods eel hosts %1 Paragraph 4 2(6)• 12. Assignment and Subiettug. 12.1 Lessor's Consent Requlre0. (a) Lessee scall not voluntarily or by operation of law assign. senator. (00(19age or otnawise transfer or 011Qr0001 (o0)140.4Mary. 'assign, or stoke as or any pen of Lessees merest in 11vf lease Or In the Premises wnnout Lersar's prior carmen consent given under and subject to the toms or Paragraph 36. (b) A change in the control o1 lessee snap constitute an assignment requiring Lessor's consent. The transfer. on a cumulative basis. d twenty -Pre seri cent (25(5.) a mire 01110 voting control of Lessee shall Cpn3enne a change In contra for this (1919058• of . Sale, acquisition. Rn3rharq, rofir0nhonq, (c) Tho nvavemont a Lessee of is assets in any transaction. a sones o1 transactions (by way merger. 9 results Or war result n a reds leveraged of moo o WaalhOof Lessee. as nom neo Corn red, mal by annmentamounlroqual moor Q eater tof han twenty -rive percent % occurs.Lease or Lessees assets sucn which Worth d Lassoo as it was represented to Lessor at Ilia time of MI execution and delivery of (1111 Lease 1 at the oma 01 the mast recent assgnment to which Lessor has consented. or as it exists immediately prior to said transaction 1 transactions constituting such reduction. at ) -hover firma ma aid NotWorth yonit of Lassa " for °was or is Ora t r. shall 510 considered an assignment of this loose by Lessee m Whk11 Lessor may reasonably wnhndd a b0 the net worm of Lessee (excluding any Guarantors) esaauned under generally accepted aeooh1dng prindped consistently applied' (d) An assignment )r subletting of 1.03a00's interest in Itus Lease without Lessor's specific )%i1 wr1110n consent shall, at Lessor's )Won. boa Default curable after notice per Paragraph 13.1. or a non-cure/A Breach w4nout the necessity of any notice and grace paled. 8 Lesser elects b treat shdh on:moaned ;0 assignment of subletting as a non•curaa0 Breach, Lessor shag have the right to soca' (4) terminate this Lease. Of U4 Wan shiny (30) days' w10ah mere ('lessor's Nodce7, increase the mor only Base Rem lot to Premises to me greater of to Pon fair market rental v hro of the Premises, as reasonatxy deter- mined by Lessor. ache nund1ed tan percent (110%) of 10 Base Rent then in enact. Podding Oenmdna501 of the new far market renal value, A dsva00 try 135190. Lense0 shall pay m0 amount sot 10eth in Lassoes 1501)00. well any ovemaynrent a00itod against the�i next td 1((3) of Base sedo Roca 010r�1� Idue. and n to underpayment ter the podoO ret0acbvety b the o00cove date a one adjustrnent being duo and payable hdd by immediately e d to 0 0*o m er sof. t,*0'. em n 810*1 et such &03011 and roma) edpustment. (d 8h0 9910(1059 OW of 307 option to pultyhase to Premises On than fair mantel value as reasonably determined by Lessor (without mo tease being 0)n5ldded an encumbrance or any 6eda05On dor depc0aabo11 a 00sa0r- 0600., and Od rental g the Promises0U01at ha highest and most use and in goes conhall be a) or One o require ten paWm 1110%) 01 the time provber31Y in 0fed. (o)1017 tndexcdantad rental 01 price adjustment IormuLat wrn®;ned in this lease shah Do aQusted to require out U18 baso index be daetmlrl00 with retavnco in no :noes 3pp80ab)0 10 the lime of such a0;ustmenL and (iii) any fixed rental adjustments sdheda0d during the remainder s of 01 Lease roam snarl bo (ner00su1'1) the same ratio as en now rental boars a tie Base Ran in efect Immediately poor to the adjustment spotafiad 1 r)nef. (9) Lessee's remedy for any Or0ad1 a this Paragraph 12.1 by Lessor shall be limha0 m Compensatory darna9e0 an6la iryunc0vo 12.2 Terme end Condlt(ons A./spliced, to Augment and Subtettlns. (a) Regardless of Los0Or's consent any aSSignment or subletting shall not (4) be effective without the express written aswlwoon Of such assignee Sublessee of the obligations of Lessee under 5115 lease. (0) release Lessee of any obligations ha0unda. nor (id) aper the Pnnha7 I100141y d Lessee to Co Par merit of Base Rem and aha sums duo Lessor hereunder or for trio per1o1narme of any other °Oligations 53 b0 performed by Lessee under this Lna.e. (b) Lessor may accept any rem or 98donnan03 0f Lessees 30Eganon5 from any Person )mor than l_esse0 Domer") approval or disapproval or a' assgnment. Nestler a delay in the approval or 415009(843)0135100391160110(650 acceptant° a any rent for perionnacm0 shay corstilvto a Leaner a 1410000 a L63SO1'1 right td exercise its remedies for tie Default a Breach by Lessee of any of the terms. covenants or conditions ei this Leas*. (c) The tensed e( Lessor to any a:5fgnmont Or sublemn9 shall not constitute a consent m any subsequent assignment or Surlettng by 125338 or 0 any subsaqu0m or Successive aslgnment or subtetbrg by the assignee or Ouble5300. However, Lesser may Consent m sub50g80nt supi0o4ngs 01X1 85Syrman 01 Ino 505(Oass 1 any amendments or rn00e1ati0ns amen wrthoht notifying Lessee 1 anyone OL4e bade under mu Lease or the sublease and wibhoul o0101 n Mao OCnsent, and such scion shall not relieve suds 90(5058 hem dal4rty liner this lease or the subieaSO. khr11S1.: MULTI -TENANT -GROSS --6- Amencan Industrial Real Estate Assoeation 1993 i� ( (d) nn the event 01 any Oelautt or Breech of lessee's °Dlid like under this Lease. Lassa may dccsed chesty against Lessee. any Guarantor Or any. Ore stw responsible tor to performance of Me Lessee's oS33ga40ns under des Leese, inducts; any subressoe. wehout lent exhausts; tames remed!ee against any other person or entity resonate. therefor 10 Lessor, or any seventy held by Leeson. (e) Each request tor consent 0 an assignment or subletting shall be in wnling, accompanied by inl0mmatkrh r0(evait to Lassoes derwrruta4on as to ea (Mande and operational responsibility and appropnatenesa of the proposed assignee Of sublessee. u,cudkg but r101 meted so 7y utonded use anNa squired mothecato3 o1 the Prom,ses. R any. together with a nonrefundable deport of 11.000 or ten percent (10%( of the mortify Base Rent adacialas t0 the portion a true Premises which ,s Ira subject of Me proposed a0at9neem or fubl5aw, wnithaver Is dealer, as reasonable OOrtsidertdion for Lessors =searing and ad Cessvhp Me request for tm aw% Lessee agrees to provide Lessor with such other 03 adait:ooal information end& doarnentauon as may be reason:ty requested trt Lessor. (f) My assignee or, or SW'essoe under. this Lease snaa, by reason of scoot:sing such assignment or entering into such oedema. *deemed. to rte tweet o14.03503, to have assumes anti avow to conform aro campy whin each and every term. moment. condition and obtgatlon rash t0 be observed a pa. 'armed oy Lessee aunng the tore of said merman or sublease. oma roan such °te ethons as are contrary to or incons(stem with provisions of an assignment Or suCeass to which Lessor ras spsae0aly contented w3 miens. (9) The occurrence of a transaction described in Paragraph 12.2(c) shall give Lessor the right (but not rte odgadon) to require that tit Security 0eposa De11croa30e by an amoum equal to six (6) ernes the men monthly Base Rent, and Lessor may make the actual receipt by lessor of the Seamy Deposit ,nc0a30 a condition 10 Lessors consent to such transaction. (h) Lewes, as a condition to giving as peasant to any assignment or subletting, may require that the amount and adjustment Schedule of the rem payede under this lease be adjusted to what a then the market value anWror adjustment schedule to property anther to the Premises as awn consented, as determined by Lessor. 12.3 Additional Tama end Condlhons Applicable to Subletting. The following terms and oonddors shall appy to any subletting by Lessee ol all or any part of the Premises and snag De deemed intruded m ail subleases under this Lease whether or not oxpresaly incorporated Moran: (a) Lessee frosty assgra art transfers to Lessor all Ol Lessee's interest m all rentals and 'ncome ansmg from any aubtease of a11 or a porton of the Plenum heretofore or hereafter made by Lessee, and Lessor may e0110c1 such rem and Irgane and apply same toward Lessees Woolens under this Lease: provided. however. that and a Breads (as donned in Paragraph 13. t) snail occur .n the pelortn tnCe of Lessee's obegatlons argot Mcg Lease. Lessee may, exco0t 43 Otherwise povided in this Lease. tecote, o0if001 and °rimy tit rents accruing under such sublease. Lessor sea! not, try reason of lee foregoing provision of My oder assignment of such sublease to lector. nor by reason 01 Me c050ct0On o1 th0 rents hem a subesse0, b0 deemed halite to the sublessee for any Mauro of Lessee to potorm and comply Nem any d Lessee's Oblg5bone to loch Sub103300 0ndet such Subbase. Lessee hereby (11000Cddy emotes and directs any suds sublessee. upon receipt Of a xenon notice from Lessor 318009 that a Breeds exists in the performance Of Lessee's orb gssons under Mt Lease, to pay 10 Lessor he rants and other charges outs and to become aro under rhe wb4000. Sublessee shat rely upon any such stnt0ment and request nom Lessor and stall pay such rents and other charges to Lessor wealth any obligation a right to inquire as to whether such Bread' masts and n0twmutard(n0 any notice nom or claim from Lessee t0 the contrary. L05300 snap have no nghl of dam against such sublessee. cr. until Me Breach nae boon trod. against Lesson for any such rants and other c tang03 30 paid by said sublessee to Lessor (0) In Me event of a Bream by Lessee M Me performance of is 00Oga00n0 under this Lease. Lessor. at its opain and without any obligation to do so. may require any sudes600 to attom to Lessor, in whish avant lessor shall undertake the 00111030 of said .ort be ( a y prep r renundets such citysubdepo from Me time of M0 option !o r f r arty other 01 such sublease: provided• however, lessor shat rSi Oe made for any oopaid rent a security deposR paid by such sh,lr oases o such sublessor a far any other poor defaults or broaches o such sudesaor under sato sublease. (0) My mallet or thing requiring the consent of the sublessor under a sublease shad also require the consent Of Lessor herein. (0) No sublas400 under a sublease approved by Lessor snail runner assign or sublet a1 or any pert of the PremiSeS wit out Lessors poor widen consort. (o) Lessor shall dormer a copy at any notice of Default or Breach by Lessee to the sublessee, who shall have the right to are Me Default of Lessee within the grace p0rt0d. it any, 3pe0fe0 m scree notes. The sublessee shag have a right of reimbursement and offset from and against Lessee los ant such 0alauxs cured 6y rh0 sublessee, 13. Default; Bread%; Remedies. 13.1 Default; Breach. Lasser and Lessee agree ilial II an attorney ,a consukod by lessor In connection with a Lessee Deleon or Breach (as haMnaha 310nneo), $350.00 is a reasonable minimum sum pa 58041 occurrence for toga servmc00 and oasts in the preparaSon and service of a notice of Default, and trial 100.103 may meutlb the cost of suds services and oasts In saki nonce as rent due and payable to two said default A "Default^ by Lessee is da(ned as a failure by Lassen to observe, comply mai or perform any 01 the terms. covenants. °andirons or rues applicable to Lessee urger Its Lease. A -Broach' by Losses at 50nnod as th0 Occurrence of any ono Or more Of m0 fol(ownng Default, ard• where a grace period for are after notice is specified herein. Me failure by Lessee to aro such Default pros to the expiration of the appileable grace period, and shall entitle Lessor to pursue to radiates set forth in Paragraphs 43.2 ardor 13.3: (a) The vacating of the Premises without Me (mention t0 reoccupy same, or the abandonment of the Promises. Ib) Excop as expressly Otherwise provided In this Lease, the !allure by Lessee to make any payment 0f Base Rem Lessee's Share of Common Area Operating Expenses. or any Other monetary payment roguing to be made by Lasoe hereunder as and when due. the failure by Lessee to prov to lessor went reasoner -4e evidence of ,nswanc0 or surety pond required under Mss Lease, or tn0 failure of Lassos to fate any obligation undo( this Lease mach endangers a threatens life or pf0peny whore such faluro Oentm,0S fora period of three (3) days lo0whlg W3d03 melee thereof by or on behalf o1 Lessor 10 Lessee. (c) Except as expressly othorwhw provided in this Lease• the failure by Lessee to provide Lessor with reasonable wmton evidence (In duly executed ongrna loan• 34 appseablel a (0 °emplanes wan Applicable Requirements per Paragraph 6.3. (n) trio inspection• maintenance and seM0e contracts required under Paragraph 7.1(0), (ii) rho reatirrion 0l an unauthorized assignment or subletting per Paragraph 12.1, (N) a Tenney Statement Per Paragr0pht IS a 37, (v) the subo tnatfon or nen•wbe9 rdinaeon of this Lease per Paragraph 30, (w) the guaranty of the performance of Lessee's adigaeens under this Leasee r.qukod under Paragraphs 1,11 and 37. (ver) dm eta uten 01 any document requested under Paragraph 42 (easements), d (Ni) any arta documentation or intormadon whirl Lessor may reasonably require o1 L013ee under die roans 01 oris lease, where any such failure c0nlnueS for a pOtdd of ten (10) days Meowing w100n nate by or on behalf 01 Lessor to Leases. (d) A Colour by Lessee as to the lama, a/venantd. 03nd/ben! Of 9OviS(On3 01 this Lease, of of the Mos adopted under Paragraph 40 hereof that aro to be observed• eompued with or performed by Lessees other Mat de..° dos0nbed in Subparagraphs 13.10)• ID) Ogle). above, where such Defaun continues ler a period of Miry 130) stays after wn0en notice Imran by or on behalf Of 1074001 ho Lessee; provides, however. M01311110 nature of Lessor's Detauh et such that naro than thirst' (30) days are reasonably required for RS cure. Men R shag not De doomed to be a Breads of this Lease Dy Lessee if Lessee commences such are with- in said thirty (30) Day ported and thereafter diligently 910secutes such cute to c0mp0e0n. (0) Tho OCcur:eras at any of the lolowing events: (e) lee making by Lessee of any general arrangement or assignment for the bandit of creditors: (u) Lessee's becoming a 'debtor as defined in 11 U.S, Code Section 101 or any successor statute Tarot (unless, in the case of a petition blvd against Lessee, ltd same is dismissed within sixty (60) days); (4e) try appointment of a trustee or receiver to take possession of substanba!y all al lessoe's assets treated at the Promises ora Lessee's Interest In oris Lease, when, passesson is not r4sfaoci to Losses within thirty (30) days: or (iv) the attachment. executors or other judicial sedum Of substantay elf of Lessee's assets located as the PremiSea or 01 lessee's interest in itis Lease. vena° haat seizure is not discharged within thirty (30) days; provided, however. in tno event that any provision of this Suhparagraph 13.1(0) is contrary to any appklbe law. such provision shag be of n0 force or sem. And shad no1 alias the valday Of Me remaining provisions. lase. (0 The dispovory by Lessor Mat any finandal statement o1 Lessee or of any Guaranis:, given to Lessor by Lessee or any Guarantor. was materially suint re (9) 1f the parlament* of lessee's obligators under tads Lease (5 pumanteed: (i) the drana, death of a GuaIR) Me lardneoofl of a Gualsefe's alb* speer CO this Lease other Man to aaadaneo Mat the tonna of such guarortty. (ti) a Guarantors becoming Insolvent or the wgeet 01 a bankruptcy filing, (N) a Guarantor's refusal to trona the guaranty, or (v) a Guarantors breach of 3s guaranty odigabal on an antdpetory bleach basis. and Lsssw's failure. waren scary (50) days foaming wIl0en nage try or on behalf 0f Lassa to Lessee of any such event, to provide Lessor with written alternative assurances of s0atisy. which when cooped with the Mon exists; resources of Lessee. aquas or exceeds the combined financial resources 01 lasses and the Guarantees that existed a: M0 dm of exegglon of this Lease. (a 4h 3.2e plemedee. If Lessee tai(5to pedant any antimafia duty or or °digadof Losses under this Lease. within len (10) days abet Immo noose lo Lessee mArgency, without nada), Lessor may at rs option (but wuthaR 0d'gaeon x iso so), perform such duty or odga5on on Lessee'$ behalf, inducting but not pmrtai lo rho obtaining of roasonady requinal bards, insurance pollees, or governmental tense.. permits a approvals. The codes and expenses of any such podamarre by Lessor arae bo due and payable by Lewes to Lessor upon Invoke therefor. If any chock given to Lassa by Lassos shall not be honored by the bank upon which it is drawn, Lessor. at Rs own option, may require all future payments to be made aider this Lease by Lessee to be made only by caShrors Chock !n Me event of a Breads at this lease by Lessee (os defined in Paragraph 13.1), with a w)Qqut tetter neck, Or demand. and warmth lmr(ng Lessor in the exercise 01 any riga or remedy which Lessor may have by reason of such Broach, Lessor may: (e) Terminate Lessee's n9h1 to possession of me Premises by any lawful means, In which caw oris Lease and Me farm hereof sial laminate and Losses shat Immedmioly surrender possession Of the Premises to Lessor. In such 05001 Lessor shall be entitled to recover tram Leasee: () the ,rafts at to time Ot Ie award of tea unpaid fent wniOt had been earned at Me time of termination; (ii) the wont at to time of award of Me amount by whirls eie unpaid 3041I worm would nave been Owned atter 1030inat4n until the tore of award exceeds the arncunt of such rental b3S Mat the Lessee provost could have boon 1035onaby avegod; (id) me worth at the time Ot award of the amgmt by when the unpaid rent for the batanoe of Me tern alter Me time o1 award exceeds the amount of such rent) kiss that the Lessee proves cou4 De (0550na01y avoided: and (rv) any other amount necessary to compensable 103aor fa alt the dabtmere pmxlmat0y caused by the Lessee's failure to perforin to eb59at0n3 udder this Lease or which in the o'Snary 30555.0 01 clings would be trimly to result therefrom• including but rot Hinged to the oast of recovering possession of Me Premises, exp0350eS of roiating, !Deluding neo scary renovator and anaa8on al the Promises. reasonable attorneys' tees. and that pattern of any leasing wmnussbn paid by Lessor In connection Mel this Lease applicable to Me unexpired ern of Mt Lease. Tho warts al Ie acne of award of the amount referred to in provision (iii) 01 the immereatey pr000dlhg Santa/Cs shall to 0OmpNed try tbecsa 0n sum amwm at R9 da• dxwni rate of the Federal pinery(' Bank of San Francisco a.the Fedora Reserve Bank Otstriet in synch the Premises are batted ate pore of award pus one percept (1%). Elroma try Laasor to mitigate damages cau3ed by Lessee's Defau1 or Brown of this Lease snag Not waive LIMP'S ngfn q maw damages urldef M(5 Paragraph 13.2. If termination of this Lease is obtained through the provlsonal remedy o1 unIawlul detainer, Lessor shall haus the Nth 10 (0cevo .0 $um prr mum -TENANT --GROSS American Industrial Reel Estate A$soaabon 1993 cowing Ole urged tent red damages as aro recoverable tnerern or Lessor may racoma to NM to rosin al or any pan Corea in a impasse sot for sum rvm dernaqr4' as the gas. if a ase may o4c, and o l undam peered er ared herder Subparmaph 13.1(b), (0) a (0)) w rnr p'eva,Nf' Pmt a nonce b pry rete gout. or b per orm or uth0rixnp the toilette of bales Yr a im kt detainee std aro censuses the erect* notice for gran ;mood P+*Posos mooted M Subparagraph 13, t(b),(0) err (0). In such case the amicable grace porfad war Ilse uyw04 detainer statue stud rex, c nau. re06y after Me one such statutory *Oboe. and the failure el Cauca b cum Me Detaml whim the poor of the em (2) such grace periods shat accost Man an udawfu( detainer and a Broach 01 he Lurie miming Lessor t0 the *modes ptwded for in fes Limas arslbr by said dams (b) Continue the Lease and Losses s dont to posaass1on in roil (n Caik ie under Caswrie CM Code Section 1951.4) after Lasses's. Breach and recover the r0M as it u0oemes due, provided Lessee has the rghl to sublet or assign. Abjed sty to reaswable I niltirn laver and lassos agree tins do Ina talons on asSig1mofl and war/MN n miss Lease are *855003010. Ails of maintenance Or proserra efL okra to Mie he Promises. a the appoi m em et a receiver *protect the Lessor's Merest under this Lease. snail nal CorstiAe a ie ntidOn d flee Ley00 S mgt to possession. (c) Pursue any other remedy now or hereafter avaiiatals to Lessor oder Me hew a tided ds®ire d te stab stsuan the Premises are located_ irdemn (Of The expiration a termination of this Imes ands rd ey pde lemrdon Loosest right 10 possession shat not mem terser nim uppity under any promote d this Lease as to mantra occurring or accruing during the term term or by rnnsel ce Loe',sw's amspr¢y of full Prarresos. 13.3 Inducement Recapture In Event of Beach. My agreement by Lasser ler tree a Mad rent or sem coerces appicaile b Me Premises. or for me genre or camp by Lessor a or 10r Lessee Of any cash or other porus. il4xttrret a mhodaraer kr Le,sreo' warn; neo 0 Lama. al of which oeoosshons are hereinafter referred b as 9nducament Provisions" shall bo deemed carltard upon lawn's kis ad nil#/ perbmvhoa d ad of the some. airmails and cotdrb0na of this lease b to pMormod Or observed by Lessee daring to Lamb teed se M sari nuy a anenskhd Upon 010 ooerrate r a Bream lass defined n Paragraph 13.1)01 this Lease by Lessee any such Inducement Provence that err orrneW iy be downed Misled tan Me Lease :red of no fuagr force or Mem and any rent, other charge. Cones. Inducement or consideration arrmoofore rand, wan or pail by Lata under mill a1 Indictment Prevision shalt be immediately due and payablo by L09500 *Lessor. and recoverehie by Losses, as akYoral rent due under fhb Lease. noeeMramdnp any absemen ame of said Breach by Lessee. The acceptance 0T /8500* of rem or h0 ars d the Bream which initiated Moperation of 11. ParaQhyh 13.3 sisal rot be deemed a waiver try L.055or of ma provisions 01894 Paragraph 13.3 enters speuif1aly se arced m as by Lssya at tea •e. d mch aoepta co. 13,4 Late Charges lessee hereby advdMedges that la* payment by Lessee to Lassa or ram and Mier SUMS due haen0er we cane Lesser b mar cosh not contemplated by 03 Lease. the exact amount et which mil be amen* rigout b a osnan. Such coots include. bo ars nes treed t0, promising and amounting charges. and tate charges whim may to imposed wan Lasser b y she arms d airy gaud Mao. ncroage or deed d cwt favoring the Memos Awordsgy, If any immanence 01 rent a other sum due from Lessee shin red ba tecenM3 by timid Or Lessura designee Alin Ion (10) days after such =cant shalt be due, men, Mama any requirement for notice ter Lessee, Lamm shall pry to tes%or a thea charge Oowl b sur porters (811) of such overdue amain. The parties hereby agree that such Tato Charge represents a lir and reasoned* esterase of to Coss Lassa rte mac by reason of lap payrnorrt by Leasee. Accootarns or such uta margo by Lessor shalt In n0 event Con300nte a waiver 0f Lessee's Donut or BrsorII win respect to such overdue amass& not prevent Lossoc tram exertislrg any of rho Mier nghts and remedies granted horeudar. a 0r overt fat a par charge is peyel de heremder. whether or not colored. to Moo (3) consomme .nstalments Of Base ROnt then notwithstanding Paragraph 4.) or are one provider' d as Lease b fat mealy. Baso Rent snarl. at Lessor= option. become due and payable meanly in advance. 13.5 Igneao 1 by Lessor. Lessor shad not be deemed in broach d cis Loam trims lassos Liss win a mECIorutie smo to perform an obligation roqured to be Performed by Lessor. For purposes of this Paragraph 13.5, a remittable time steal in no avant be pus than tidy (30) drys =let receipt by Liar. and lei any Leadoffs) whom name and addnsis shall have been Maenad b lessee n wrong ler soh purpose d mean noise reciyrig Moron sadh aileron of Lessor has not been performed; pr0vlded. tawever, that d he 05330 of Lessor, aileron is such test mut ten thirty (30) day's rot acre nobne we nsasonably rebored for his portomharae, don Loss0t shall not ben broach of his tease if parlamenti, is commenced .inn such My (30) day peed and Cseane Math, pursued to mmploeon. 14. Condemnation. If he Premises or any porion thereof are taken under de power derma domain or sot; under tie fort d to metro of sad power (arl 01 which ate lemon called 'con0O moria 7, this Lease s**ae Minna* as b the part so mean as of the dap he condemns; authority tabes dee or possasson. wmmevoc first occurs. It mars man ton percent (10h) of the Moor shoo d dere Prermrem or more Yeah fwrty.ivrs percent (2S%) d Oq PO Man d Oe Capuron A404S 008+003190 fee lessee's parldrg. c taken by 0nd0mnadn. Lassoo may. a lammo's option. to bo wasested n venlig siren len (10) days atter Lessor shad have gar Lmsee mitten nor° of such taking for In the absence d such notice. *fin to (10) days 3ryr 10 doderrnig aunty stud have taken possession) laminate this Lease as of the Date the condemning authority takes such possessor t Loma does not moron on is Lite if accordance wen as foregone, amts Lease snag *imam in fila force and effect es to mo pardon et the Promisee remaining. whet hot ho Bat Ilei sled be redrad in the same P0pe0on as the remade rot area of the Promises taken bears to the 10101 remade Ilea area et err Pianism. No reactors of Baas Rat stat mos i the a dammer tion does not ataxy to any P0r00n of the Premises. Any award for trio taking of al or wry pat of he Premises untie lr ;mar d amines domain or any pennon* made urea threat of the exercised such pawn that be the Popery of Lusa, wlehr such awed Sol be made as mtrpaxotimn ger dminuion of argue d the baseldd or for h0 taking of the lee. or as sev0130C0 damages; provided. howu0a, that Lessee sial be ea/ed b any mrcNacaYaL secaa0y amerced a lassos !or 106500'6 relocation expenses a1drr rocs 0f Lessee's Trade Fixtures. In are newt feat tis Lowe 6 not tenihhed by rwasrn of arch OOmd0m0edlon. Lesser shah to he extent 01 its not severance damages r00eived over std above lessee's Shaw of to legal and ors em muss inrumd by Lessor n the condensation mat- ter. rePalr any damage to aro Samosas caused by such Oordemnabce authority. Lessee std be severance damages required to compete such rep34, �ormDe for fns Wyrhhor 1 d ay annus n excess d s Run net 15. Brokers' Fees 15.1 Proour1M Co,,,e. The Broker(s) named in Paragraph 1.10 ;stare Motormen:* mum or tis Lame. 15.2 Addltlona) Tams. UMtrss Lesser and Bro1Or(a) have oaanwre mood n teeing. Loom agrees that (a) d Lessee osmoses a7 Option (as cleaned In Paragraph 39.1) granted under mus Lease or any Option subsequent/ granted a (b) 11 lessee amerce arty NM b 1* Premises or other promisee In whim Lessor has an lasso to morose an Merton. a (c) d Lame remains to possesSlon of the Premises with the convent al Leser aAmo. a f r aro pira i p trim d this Lease atter having Option. r (d) it sad Brokers aro the procuring caned any Mar Ines• a sae errand inn bos.ee , ase Pates pertaining b the Femme and/01 any ad(acent property in whin Lessor has an Merest. or (e) if Base Rana is Meme. whets by agnertwt os apemen d an escarp= c9ue0 teen, Men as to any al sad Sartsa00ons% Lessor shed pay said Brokerfs) a lee in aca0rdtc9 WW1 Ire scmedis d saki 01 4s) in stied at err rata d tib execution of this Lease. *5.3 Assumption of Obllgttlone. My buyer or transferee of L=bw's Merest In to Lease, mediae such trafr i5 by aghoanora or by operaaon of Wit snail be doomed to have assumed Lessor's Obkg3tkn under alis Peagrph 15. Fadi Broker stud be an Waded fid Pare borximry d the provisions d Paragraph 1.10 and of this Paragraph 15 to Ms extent at as interne In any mfalision arising tom tic 1.eese ed may Orer3a sal roil Macey against lessor and its 5uormswn 15.4 Ropnssonfsdona end Wlrnrlllee. Lessee and Lessor Loch remnant and warrant to As ata tut a tort had no deai1gs *101 airy person. Me pry kisa finder Other man as hummed m Paragrapn 1.10(3) fin connection with the nogoteliun of theLease ander he commission 01 me tra ma:ban comemmp.md hereby, and that no broker Mf other person. fine or entity other than said named Oneke (s) ceded b any commission Or hers leen rarrocbon 0131 said trans action. Lessee and L.0sw0, do each **Brolly agree to indemnify. )noted dMeend and hold the Matt ha ries tan ad against la its kr mmpol5.dy11 or charges Much may be claimed by any such unnamed broker. finder or otter similar pay by reason dairy drags or acorn d t e ndaaMyirg Pry. inducing arty costs, expenses, amvr attorneys' toes reasonably ,named with respect arab. 16. Tommy and FTn.nce3 Statements. 16.0 Tenancy Statement Each Party (as -Responding Parti/') shy within len (10) days arks mason nonce Yarn are ods Parry (me -Rriquee kg Party") execute. acknoviiedge and cleaver to me Requesting Parry a statement t h velerg Ina form ander b he non most ascent -Terence Stakmnerm" !am, publiSh d by the American InauSafal ROW Eswtn A66cuaton, plus autlt additional Worm,yam, conimarien adlr staleness as dray be noisome* y raglasted M ne Requesting Pony. 16.2 FlnatfcW Statement 0 Lessor casino to finance. refinance. a sod mho Prod,... a Me Butting. or any pert 11eod. !.asses and of Guarantors shaft dormer to any potential lender or purchaser designated by Lessor air ilefyal Sta ernwts d Lima* ad such Guarantor/ as may be reavotayy r04hire0 by such lender or pu0Laser. I0cludng bun not War a Lessee's financial starmints ler to past free (3) yeas AI such ihamns sVremamts slat be received by Lessor and such ledm or purtasa n confidence and shall bo us00 only Oa the purposes Men sot kir. 17. Lessor's Uabilmy. The lam "Amor- as used heron owner stall nIto owner or miners .t he limo in qualm d hkr lo Dee b M Pmni oe. In the event d a transfer 0) Lessor's tido or Veered in the Promises or in Ings LOSSe, Lessor shat Oefwet to fr traaferes or assignee (n cash or by aed() any vers! Seemly Depots new by Lessor at the ems of such Sande or assignment. Except as presided in Parapvplt 153, upon such sander a a.>m¢en, t and dO(tory d do Socurhy DOposd, as afresai0, mho prior Lessor shall be relieved d al bailie eel mewl tf Me Mbipr ons ardor contrails umdr the Lome dkosal)er b txe performed by the Lessor. S•ab(em to me foregoing. ger obligations angler covenants in is Laos 10 be furl rmsd dy M Lessor shed be to derg one upon aro Lessor as hereinabOVe defined. Hi rabildy. The invalidity 01 any provision d this Lease, as cloistered by a scut d o r keeent jtriedichr shy n no SW Awl the vaedty d any other prosio19. Interest on Past -Due Obllgst)ons. My monetary p7yme0 due USW lsouUer. oho fortes thaw, not recurved by Lessor nth tan (10) days Ilio. • in m0 date on whim it was duo, snail bear Interest Fran the date due al the prier rap detpad by le bard staa0 Mansard beret n the data in whrch due Premises are located due Wet percent (4%) per annum, but not 0.39. ng the mannum rye aimwed Paragraph 13.4. by kris n add b the pored Urs charge provided tor n 20. TImo of Essence. Time is of trio essence tett respect to the performance ol at ailerons se bat prYrmrd or downed by he Parties under this Lease 21. flint penned. M monetary obligaeorc d Lessee 10 Leaser under the karts of Me5 leeaxs ye deemed to be rent 22. No Prier or other Agreements; Broker Dlscldmer. This Lome carta ns 9 t eema'os between eo Patios *f1 respect b any manor marooned hrdo, and res Oa1r Dior a c0Memprana0us agreement or u0ders0aneug shad be M6eave. Lessor and Lome each represses aid warren b he Brokers mat 4 hers and IS relying solely upon. is awn imos1gay0n as to m0 mare. Qr-ae-�i character and ad anomraponsfiity d the ore Party b this Leese and as b me made. quaky and character 01 the Premises. Brokers have n0 re5Qdr15La4yryVitl na5ped amok, or rah :aspect b any dame or brooch hated by ocher Party. Edell BMW( VW b0 an intended mitt pare beneficiary of he provscra at thus P2,317101 22. MUL11•T ENANT-•(;ROSS ,21 An>rlhoan Incluse al Real Estate As3oaaucn 1993 ._„8_ w /v' 2 . Nod 23.1 mew Requirements. M1 roccea requited of Permitted by Leis Lease shall to in wrreng and nese be Metered in person (by fund or by messenger or aunre service) or may be sant by regurg. carSfod or registered mail « U.S. Postal Servcce Exams U. with postage prepaid, « try rocsimte Sansrriss.on due fig normal business hours. and shaft be deemed sut00enry given it carved In a manner specified in this Paragraph 23. The addressee noted adjwad to a Partys Signature on this Lease snail be trial Parry's address for eellvely or magmg el nonce purposes. Either Pana may 0 mitten rodeo to the otter speedy a different address tor now* purposes. except mat upon Laesee's faking possession 01 the Pittman. the Premisesd oe shaast e* Lessee's adoreas fa he purpose of marl- ing ar dew snrg notices :o Lessee. A copy of ,nil mites required or permitted to 00 given to Lesser hereunder shad be c lciurordy transmitted to such party or panes at 50(1150drosses as Lessor may from erne 10 ante hereafter designate by veneer roam to Lessee. 23.2 Otte of Nodes. Any notice sent by registered or certified mad. rerun receipt requessed, slue 0e deemed green on the date of delivery sham on the receipt card. or if no delivery date .s shown. the postmark thereon If sant by regular mart, the notice she Oe deemed given forty-eight (48) hour atter the same n addressed as required heron and meted with postage prepaid. Nondes delivered by 134Ged Slates E'en= seal or ov.mgM courier that guarantees next day delivery shall be deemed green Iwenrydcur 124)Acura atter do1very of the same to the United Stites Postal State or career. If any notice is transmitted by lac. slm.a Iransmiseon or sumhar insane, me same shad be deemed served a delivered upon telephone or facsimile confirmation of recaps of the tranamissan there- of. provided a copy .3 also delivered via delivery or mag. 11 notic0 n received on a Saturday or a Sunday «a regi holiday, n shall be deemed received on the next bus•a053 day. 21. Waivers. NO waiver by Lassa of the Default or Broach of any tem. covenant a condition ha00f by Lassoo, spas be deemed a eerier of any other term. covenant Or con5roon hereof. or of any subsequent Default or Broach by 1.05000 of Mo same Of any other lam. covenantor condition trawl. Lessors consent to. Or approval 01, any such a(1 shad not be aeemod b render unnecessary ire 40tauen9 of Lessees consent er, c aposoval of, any subsequent or sinew act try L0wi0, or tan construed as m0 Oasis 01 an estoppel t0 enface the provision or provi5ioes of tier Lease race:rep such consent Regardless 01 Lessor's knowledge of a 0idault or Brown at the erne of aceeeti g rem, the acceptance of rem by lessor Snail not be a wither d any Delwin or Brawn oy Lessee or any peovis 00 hereof. Any payment green Lessor Oy Lessee may be accepted 01' Lessor on account of moneys or due Lessor, noM1Merancing any qualifying state- ments or condition' made by Lassoo in connection :renovate whkh such statements and/or cand1do. shag be of no Saco or 0110(1 whatsowe unless spectically agreed to in %Meng by Lessor at or before the Oms of deposit of such payment. 25. Recording. Eimer Lessor or Lessee shall. upon request of the other• execute. adolowledge art deers to the ether a start roan memorandum of m.s Lease for women purposes. The Party requesting recordation Snail de r4 9003.ble for payment of any lees or laces awecaale thereto. 26. ?to Right To Widower. Lessee has ne rent 10 reain 900seasio11 of the Promises or any part therea beyond the exaca0on or easier termiradon of this Leads. 11 the went that Lessee holds Over in erotica+ of tin Paragraph 26 then the Baso Pont pays eo from and after the time of the ex0.raeon or earlier teraenad00 of Ms Lease shat be increased to Iwo hundred percent (20011( of the ease Rent workable airing deo month ;I ena:l0t0ly procedng such 01 iratan or earlier tenri- na0an Nothing contained rumen snap w Warned as a ooneent by Lessor to any hos 09 over try Lessee. 27, Cumulative Remedies. No remedy or el0ctian hereunder shad be deemed exclusive Out snail. wherever possible. be cumulative ver an other remedies at law or m equity. 26. Covenants and Condldona. Alt provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. 29. Banding Effect Choke of Law. This Lease shall be tending upon the Perces, their personal (944100110e1, successors and assigns and be governed by the laws of 1M State .n which me Premises are located. Any itigation between the Parties hereto conucnina Cis leas* shag be initiated In the county in which the Premises are boated. • 30. Suberolnatfon; Adornment; Non-OIeturb.nw. 30.1 Subordination, This Lease and any Op4On panted hereby shag 00 subject and sutwrauus0 to any pound base. mortgage. deed of oust, « other Sypotlhecalon or security device (0O0ec0vefy, "Security Device"), now or hereafter placed by Leaser upon rho real property of venal the Premieres area part. to arty and all advances made on m0 twenty thereof, and to all ronowala, modincatlonO. consoletaken, replacements and erten ions Maool. Lessee vow that the Lender nettling any such Security Device shall have no duty, liability or Obliga000 to perform any of the obegamoru of Lessor under this Lowe. but that ,n the event of Lessor's default with respect to any such obligation. Losses end give any Lender whose name and address have been fumtsled Lease. In twang for such purpose notice of Lessors delaua pursuant to Paragraph 13.5 If any Lander shall erect 110 nave this Lease andror any Option granted hereby superior to the lien of is Security Oevx a and Shall give waren notice Memel to Lessee, anis Lease and such Options shad be deemed pilot to Stat Security Device, notwithstanding hstanding die relative dates of the documentation or recordation thereof, 30.2 Attomment. Subject to the non•W,turbance provisions d Paragraph 30.3. Lessee agrees Coal= b a lender or any other parry who acquires owner- ship of the Premises by reason el a foreclosure of a Seamy Doves, and matin the event el Such foreclosure. sonch new owner shall not' (') be liable for any act or omission of any prior riser or with respect 10 ev0ni8 Occurring poor to aoq1.11141045 of Ownership, (4) De suteec b any offsets or defenses which Lessee might nave against any prier lessor. or (W) be roma by prepayment of more than ono month's rent. 30.3 NoreOlalu,bencs. With respect to Security Devices entered into by Lessor arta ;ha execution or 1114' lease, Lessee's autotdinaton of this Lease shall be subject 10 receiving assurance (a'nanesise nhance agreement') from the Lender that Lessee's possession and this Lease. including any Options to extend Me term hereof. will not Oo vswreed so fora as Lessee is not In Breach hereof and artoms 10 rho retard owner el the Premises. 30.4 Sell -Executing. The agreements cOraned in this Paragraph 30 shall be e6edivo without the execution of any fuller document*: provided, however. :hat upon written request from Lessor or a Lancer m connection with a sale, financing or refinancing of Premises, Lessee and Lessor stag execute wen further wndngs as may b0 reasonably required to separately d0cem0lt any such subOnlInadon or non•subadnadonn, atbmmem and/or non -disturbance agreement as is plovieed ler heroin. 31. Attorneys' Fees. II any Pany or Stoker bongo an action or proceeding to enforce the hems hereof or declare nights hereunder, the Prevailing Party (as here- after defined) In any such proceeding, action, or appeal thereon. shall be emitted to roasonalde attorneys' lees. Such foes tray be awarded In the seine suit Or recoverrd Ina separate Sun, Wheeler or nal Such actiah or pr5ce9Wtg is pursued to doas;on Or judgment. The tarn "Prevailing Party" shall Include, v it out tjmF 13165, a Party or 8rckor who substantially obtains or defeats the relief Sough, as the case may be. whether by o0rnpbmra0, 501demer1, judgment. or the abandon- ment by the other Parry or Broker of its claim or defense. Tho attorneys' fee award shot not be computed N accordance with any court foe sardine. ad Shan be such as to fully 'vintager, .111 attorneys' lees reasonably Incurred. Lessor alas attorneys' onulled to attoeys' fees, costs and vxPonSos ed In paeparnsan and Ser- vice of notlws of 00lauh and consultations In connocdon Merchant, whether or not a legal action .s xAO.. erely a nm ended in connection with such Default or resulting Eireann. Broken(s) shay be mlended Mind party bonelictaries of tin Paragraph 31. 32. Lessors Acosta; Showing Premises; Repaint. Lesser and LOOSa'S agents shad have the light b mar the Promisee at any 0m0. In the case 01 an rime coney. and otherwise at roasonaove times for Mo pwpose of snowing the same 10 proSpe0Ovo 91061eors, tender% or lessees. and ma)wg wan alterations. •epair, improv0mena or additions ro ire Premises a to the &ideate as Lessor may reasonably deem necessary. Lesser may at any time place On or about the Premises or 8axkrmg any Ordinary 'For Salo- signs and Lessor may at any time during the fast one hundred eighty (180) days el the term hereof piece on or about the Promises any ordinary 'For Lease- signs. All such activities of Lessor :had be without abatement et rant or labia 10 lasses. 33. Auctions. Lessee stall not coduct, nor permit to be conducted, either voluntarily 0410(04101(1014001(1310160513904101. Premises without first having obtained lasso's prat 'mean consent. Norwnhstarding arryming to the contrary in anis Lease. Lesser shall not 00 obligated b exercise any standard of reasonableness in determining Mother to grant such oonsenl. 34. Signe. Lessee steed not place any sign upon the galena of Cs Premises a Ooe Budding, except eat Lessee may, with Lodsor's prior wstten censer, Inst5O (but 0010n dee root) wen sigma as are reasonapy required to advertise Lessee's vim busses so sang as set sera aro in a beaten designated by Lasser and aompy etth Applicable Requirements end Me s)gnage cetraria 9stablahed to the Industrial Center by Lessor. The irs5a0adon et any sign on the Promises by Or for Lessee steal be %NOct 10 010 powsinna 01 Paragraph 7 (Maintenance, Repairs, Utley Installations, Trade Futures and Alterations). Unless where/Lao expressly agreed heroin. Lessor reserves all rights to the uoo of the roof of the Bunting, and the rtghl to instal advonYirg signs on rho Budding. Inducing me roof, astral do not unreasonably intoner° with the conduct Or Lessee's business; Lessor shall be entitled to all rovonuse from sett adand04g slater. 35. rennin/nice: Merger. Unless 09004icaly stated of enrei50In wntfng by Lessor. to voluntary «other ureter d this Lease by Lessee. the meal lamina- tion or cancellation 0Or00l, or a termination hereof by Lessor for 8&each by Lasso*. Shall automekay rewrite» arty sublease a thew estate in the Premises: crowded. however, Lessor shad. in the event of any such surrender. I«minabon a canceda0on, have erre epdon b continue any One « aY of any 'claire woo• mercies Lasso's failure within ton (10) days loft. wing any sear °vend re make a written election tote consary by wntbon nodal to me holder of any such lesser Mare% that constitute Lessor's 0locOon to have such Oven constitute the lermlnalon of such Interco. 36. Cements. (a) Except for Paragraph 33 hereof (Maceoms) oras othorwsse provded herein, wherever n this Leese the oxcart of a Party is required to an act et' or ,0151 aotom. Parry. wall suoonsont snail not be unreasonably wthhok and or delayed. Lessor's actual reasonable Coats aexpenses (including but not Amsted b archi- eys'. engineers' and other ecnsudants' foes) Incurred In Me oons4caaton of. or responao b, a request by Loewe dor arty Leaser Consent Penamng Iris Lease or the Promises. including but not limrtod to consents to an assignment a soLtottnq «the presence «1ao of a Hazardous Senteteneo, sha)11 be paid by :ossa° ro Lessor upon receipt 04 an .moire and suppontng doeumeltadon therefor. In Wonsan as the deposit deserted in Paragraph 122(o). Lasser may, as a 00/1014100 to considering any such request by Less00, require hast Lessee depwit with Lessor an amdunl of mercy (n a:)ddo41 b the Seailily 049054 beau' Paragraph 5) reasonably tabulated by Lessor to represent rile cost Lessor wall Incur In consider and said doppsit shag be refunded 10 Lessee wlth0ut Intelsat. Lessees consent to ,'eepe�9 b L055w'S x094010 03 unu$0d shsJl et coxliS.lo orf acluoMedgment mat no Gelatin « Breach by Lesson et this Leasetyexis1,�sh30 sugt ootdarit b* doomedagwaiver et an b/ Lessee stag not Bread. socopt as rosy a oM0(0,00 specrficaly stated in wntng by Lessor at the dmo of such consent any Men existing Default a (0) Al corcebons to Lessor's consent authorised by Mn Lease are atluowledged by Lassoo as berg reasonatie. Tho faduro to 9Dncly toren any parta:ar cordrelaronce toi1QO td rLo's consent shag not preclude Me Impositions by Lessor at the limed mo d canal suer fernier a Other sondl5Oha as are Men c°asrn- 3040 w4}h e ssapantdrlar 1551191(01 which consent is berg given. 37. Guarantor. 37.1 Forth of Guaranty, fl Moro ere to be any Guarantors of Mi 3uarant« sign J>s in the form a Lease per Paragraph 1.11, the Authreaded m of the guaranty to be eated by each such most weedy preli01150 by MO American Industrial Real Estate Assooaton. and each such Guarantor snail nave 010 00894- dons as Lessee under the lease. including tern not limed to Me ob6ga00n to proved° 310 Tenancy Statement and int a neeon required In Peagraph t 8/ MULTI-TENANT-•OROSS d Amenca n Industnni Real Estate ASScaaton 1993 -r3- inntelet 372 AddMenet Obligations of Guarantor. it shall corstaaae ■ Death d to laws ender gid taw l any such °eerarror leas or rause., upon mew - able request by Lazar to give: (0) evidence al the duo exerugon of en guaeriy mead for by w Law induing to atbrtry of the Gawk: (and of to parry swag on Guw i:ere bang) to adorns such Guarantor on said guowsey. aid r.eaaaon Of le toed of anus rivulet to midday of ace 9uarh. fop40 - or with a ceranaeto 01 incumbency showing tM Knows of tn. persons sterids to with m as beret, (b) arr:t Orn xis stave ern of Guarantor as may ham time b ams be r5quesle by Lessor, (c) a Tenancy Statement aid) win mhtmleaol tat the guaranty Is sell n elect, 31. Outlet Possesaon. Upon payment by Leasee of the tont for the Parries and to pwtxrnaxe d a1 albs covenors, ow,aaone and pa+naore on l0nea.'s parr b be observed and per4onned under this Lease. Lessee shall have quit poweigon of Ito Prows kw to etre term hereof aqua baa or ane pro.taxa of cls Leese. 4. ()adorns. 39.1 oartinnon. Aa use this lease. the word *Option' has to loitering treank9 (a) de Ogle to wend ahs form el gra Lew cr to moor tib Leona e, • ieeear (b)- right all rte a tlalegerto'riwi two usea�q�� ul ft ala V hgrite at. rOttrsaho-le other -w Lassa o- title of -1 o lease ogler Pape d-ta±waor,� aenerfghl OY ofuaoS4e tie Pre to right trri estop..efs PreniorrlOrtlw+lgt(bineacMwrli' testae - co* rhg4 ole rkrtreow0o et.prepartyoE asior or- the aline ally atipyathere pew papety of timet 392 Option. Personal t0 *Veal Lessee. Each Option granted to !awes el fta Low is parade to no alpine Lessee narned n Paragraph 1.1 harek and cannot he vakrm1ny a n:vduntaroy assigned re exoratsd by any person or wily oder tan said attend twee alto to cricket Lessee a n to and asked Possession d the Promises and wet= Mo intention 01 Mercator =twine or subleseg. The °Mons, I wry heroin grafted b L.ess0s are not tesigraae. tenor lee a pan clan assigrm ent 31145 Lease a seperalety or apart shorefront and re qalon otic W tegmen kern M5 Lases in wry memo, by reeenthon a oenorwyo, 39.3 Multiple Opdonw In the event Net Lessee has any m tegie Opiate to Wend 01 rare Nis Lame, a leis option cannot be exorcised saluss the pricy Options to extend or renew this Loase have bean vatldty execisad. 39.4 Enact a1 Default on Options. (a) Lossoo snail nave no night to exercise an Opeon, r0OsRnOwdry any provson in axe graced °peon b fie contrary. (1) during t o porbd Oom- rn3narg wro1 gw giving of any notice of °Mace under Paragraph 13.1 and eorinhirg unit to naked OW* ie axed, or (I) caret ale tercel of baro any more. Lary odgabon due Lessor four lessee Is unpaid (wiltdut regard b wMArr notice Meed te given Lessee). or (i) during t40 time Lasses is in Breach of nen Lipase, a (civ) in the even dud Lessor has green to Lasses Ou0o (3) or more Woes of saw* Deities candor Paraaaph 13.1 awing aro twelve (12) month part. - 0d mmOdiately precoang Me mortise of the Opton, whether Or not the Decals as axed. (0) The period 01 time within which an Option may be exercaed stem not be winded 01 unaged by reason el lessee's irub0ity 10 Mortise an Option because al ane provision of Paragraph 39.4(a) to) All rights 31 Lessen unPor 111e provisions 0f an Opdon std WWI) and be d tb gather forth or theta notwetesemding Lessee's ase and *may exercise of do Option, i1, attar such exercise and dung th0 term of ars Lease. n Uwe kis to thy to Loiter a ty (30) days atter such cot anon becomes due (without any necessity of Lassa 10 rtax ay obligation d fora 0 (3)d d moo notices 01 avails Defaults under Pae give ^ het Genf b i Lowe), are linear r (4)s m oss.on eve* {3) a mora of this lowed. graph 13.1 during any Metre (12)mann parked, whether a not to Wain aro used. a (i) t Lassen comma a Brown 40. Rules and Begulaaono. testae agr0eS mal it will abide by, and imp ad abusive al reasonable rules and n,ge/®0ns (1403as and Reguladone) welch Lessor may make from env to time to me management safety. cue. ad dominoes d to grouxtte. Ile parkao and ulaedlr 9 3t va0100s and the p15aarretbn el good orator. as wog as tor oho wm0niencs of other 000upana or tenants et to Bakug and tee *'casts Caen and ttoir Wages. 41. Security Mnsaue». Lessen hereby aclenowtegos that Do (onto( payable b two hemuder dean nit ktfde the coal or guard sante a other seaxtry moaarros, and that Lessor shall nave no obligation whatse0ver to proNOM sate. Lessee meow 4 raapaeiily kr to protection 00 do Premises. lessee. its amens and Imn00a and Moir property ham me acct Of Mlyd mem. 42 Rwna.Uon.. Lessor meanie the right, from onto t0 erne. to grant. edam tie sawed as pica d crisps. such a:ammo. rights at way. thirty raceways. ane Conations Nat Lessor dooms necessary. and to cause the rewctifa1 a parts mope and nwtk:eos, so tag as text easarnonts, rights of way, tally race- ways, dedications. mate and rOSIIICldns do nal reas0naby anof/aa with to use d to Pranimas by Losses Lassos agroos to sign any documents reasonably requestoS by Lessor 10 en0Cntate any 30C110aa0ment ngltt3, deaua90n. map ex resti5atrs. 43. Pedoma ncs Under ProteeL If al any lime a cuslwto Shall arpe a5 to wry amort 01 sun d honey b be pad by one Party b the 00her under the anses405 hereof. the Party against whom use obIgaaon to pay No money is asserted sled neve Ile note b man /wren 'coda power and such payment snag not to Mooted as a voluntary payment and there snap survive MO ngtn on the pat of said Perry to flaw ora for looarary of such sum. n n shall be ad}Aged Mat these was no legal oollga3on on th0 pan 01 said Party 10 pay seam sum ce any part shoed. sad Parity avid a sideral 10 recover such sum or so mutt Mored as 4 was not legaify toothed to pay under Me provisions of this Lease. 44. Audacity. tt either Pasty hereto is a corporation, trust or amoral or 6risd patwdlp oath kxlvidsai waiting this Lease on behalf d such entity repre- sents and warrants Mal he or she is duly authorized to exeeul0 and dachas tis Loose cm is What If Leasee 5 a =paragon, oust or parrot:1 1p, Lome that. within tiny (30) days otter request by Lessor. deliver 10 Lessor evi0ornce sasehrckey to Lecao of such a4toriry. 45. ConakL Any conflict between the printed provisions of this Lease aid the rypaortto or tvdwiten provisions shall be controlled by the typewritten a hand *then provisions. 46, Often. Preparation of lhh3 Lease try either Lessor or Lessee a boom* scat a Gosteos agent and stnissi n of same to Lessee is Lessor shall not be deemed an otter to lease. This Lease is not intended t3 be boxing time 0xeaao& and &severed by al Pates horse. 47. M.ndmenta, This Lease may be modified only .n amino, Biped try dna argot in lama at to Otero a tee mwsi. etkn. ins Panes stat arrono 1* Lease from arra o arno to react any adjustments Mat are made to the Base Rent or oda net Mobilo wade *is Lease As long as they do nog materials tinaryo 1.555000 odga5ons tmeunder. Lessen agrees to make such roasaaablo naimonotay 4edtfak0 0 b iia Lacca as may be reasonably reputed by an ssbataonll insurance company or pension plan Lender in co nnecaon wM the abiding d rand *wand a roiravg of the 5(500114 d whim de Prorn%00 aro a Pal 40. wangle Partes. Except as ogorwdse expessfy provided herein. if mare ton one parson Of arty 0 named herein as anher Lessor or lassos. the obigalot s of such multiple parties shall be the OM and several respotl5itilty d all psiaone a With toned Wart as such Lasso a Lessee. MULTi-TENANT-GROSS o American I'xknst<a Peal Estate Association 1993 --i�- ;1, awale +r . LESSOR AND LESSEE NAVE CAREFULLY READ AND REVIEWED TMS LEASE MD EACH TERM MMO I AND LESSEE CONTAINED roR THE pREIST THE EXECUTION OF OBS LEASE SNOW THEIR INFORMED AND vOE titARY EFFECTUATECTHERETO.(T AND PARTIES HEREBY LEAD E THAI AT THE TnhE TMS LEASE IS EXECUTED. THE TERMS Cf THIS LEASE ES ARE COMMERCIALLY REASONABLE towl ArroRNers REviEyi AM) APPROVAL FURTHER. TWERTS SHOULD BE CON. f THIS LEASE TOEVALUABEEN TETHECLONOMR HAS BEEN ONCFTHE PROPERTY FOR POSSIBLE PRESENCE OFASBESTOS. UNDERORRCUNDSTORAGE LARKSOR AROOUS SUBSTANCES. NO REPRESENTATCN 0RECOAMEENNOS�E IS DEEB THE TO AMERICAN LEGAINDUSTRIAL REAL ESTATE EFFECT. C ASSOCIATION OR COHSE. THE REAL ESTATE LEASE S OR THEIR CONTRACTORS.TRANSACTION CCCUHSEEIS. AAs TO ITME EGAL ANTHE O TA CCC1SEOUENCES Of 1HG LEASE. F THE SUBJECT PROPERTY 6 IN SOLELY STA ER TWIN CwTMFORNOwN IA AN ATTORNEY fROM THE STATE WHERE THE PROPERTY aS LOCATED SHWA BE ODriSuLTED. The palbee Hereto Aare executed dos Lesse at de Place and as the dates spedhed above mea res000eve W» Exeaned az i N 142. !Tl ! u2 Cr Executed at CO: By LESSOR: r BY: Nemo PMaM Tide: BY: Name Primo!: TNe: Andes& Tefeptdre: ( 1 Facsi rde: ( ) BROKER: Eamon a on: BY: Name Wont Tae: Teiepwre: ( aains*:( 1 NUTS: These lona are oIlaa modEed to :Hasa Changing (eV/einem 01 law and needs DT O+e inh+SSY• Ways wade or call tomato sure sax ars 4 dr most curer* fore: AMER'A:AN INDUSTRIAL REAL ESTATE ASSOCIATION, 344 So. Fpuaoa St, 4.1.1= Mgelea, CA 50071. (213) 6874777. on; By LESSEE: Name Prot 8 Taa: B �! C Name Wiled Tae: Addreee: B _ E Telepha+: ( ) Facsimile: ( ) BROKER: &woo et on: Te4dnne: ( ) Facoode: ( ) In1Ueb• (l i MULTI•TENANT—GROSS _1 �_ .� ArnAOCaal InduSltial Real Estate Association 1993 Exhibit "3" Legal Description of Property D-7 1 1086-0166114078 l4v2doc February 8, 2010 Sheet 1 of 1 EXHIBIT "A" LEGAL DESCRIPTION RIGHT-OF-WAY ACQUISITION (OVERLAND DRIVE) LOT 14 OF TRACT MAP NO. 16178, SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, RECORDED AUGUST 8, 1986 AS SHOWN BY MAP ON FILE IN BOOK 160, PAGES 102 THROUGH 104, INCLUSIVE, OF MAPS, OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. CONTAINING: 18,149 SQ. FT. OR 0.417 ACRE, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYORS' ACT. BY: ,,,G...--,,,/ e4.....__ _ ZAcA2 REX S. PLUMMER, PLS 6641 DATE (MY LICENSE EXPIRES 12-31-2011) Exhibit "3" LEGEND INDICATES RIGHT-OF-WAY ACQUISITION AREA = 18,149 SQ. FT. OR 0.417 ACRE () INDICATES RECORD DATA PER TRACT 16178 (R) INDICATES RADIAL BEARING El LANDSCAPE MAINTENANCE AGREEMENT PER INST. 141902, RECORDED MAY 20, 1987 © EASEMENT TO GENERAL TELEPHONE CO. PER INST. NO. 117514, RECORDED APRIL 29, 1987 J 10' W1DE EASEMENT FOR WATERUNES FOR FIRE PROTECTION PER INST. 225972, RECORDED JULY 6, 1989 ED 15' WIDE DRAINAGE EASEMENT PER TRACT 16178 EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) VICINITY MAP REX S. PLUMMER NO. 6641 EXP. DATE 12-31-11 DATE SHEET 1 OF 2 SHEETS PROJECT DESIGN CONSULTANTS Plannirig 1 Pnciir-taring 1 Survay 701 B Street, Suite 800 San Diego, CA 92101 619.235.6471 Tel 619.234.0349 Fax DATE: FEBRUARY 8, 2010 SCALE: N.T.S. JOB NO.: / 21 2 CURVE TABLE CURVE DELTA RADIUS LENGTH C1 402'39" (402'49" 1483.00' 1483' 104.68' 104.75) 18 16178 / 4 11 6 SCALE: 1"=100' o -47 EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) 11 / 10 SHEET 2 OF 2 SHEETS / 715178-3 9 PROJECT DESIGN CONSULTANTS Planning I Engineering 1 Survey 701 B Street, Suite 800 San Diego, CA 92101 619.235.6471 Tel 619.234.0349 Fax DATE: FEBRUARY 8, 2010 SCALE: 1"=100' JOB NO.: EXHIBIT "E" FORM OF SELLER ESTOPPEL CERTIFICATE , 2012 City of Temecula 41000 Main Street Post Office Box 1033 Temecula, California 92589-1033 Attention: Greg Butler, City Engineer/Director of Public Works Re: Standard Industrial/Commercial Multi -Tenant Lease—Gross (American Industrial Real Estate Association) for the Premises located at 27498 Enterprise Circle West, City of Temecula, California To the City of Temecula, a municipal corporation: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common ("Landlord") and the City of Temecula, a municipal corporation ("City") are parties to that certain Purchase and Sale Agreement and Joint Escrow Instructions dated and entered into as of , 2012 pursuant to which the City will purchase from Landlord that certain real property commonly known as 27498 Enterprise Circle West, in the City of Temecula, California and identified as Riverside County Tax Assessor's Parcel Number 921-480-020 (the "Property"). In connection with the City's acquisition of the Property pursuant to the Agreement, the Landlord certifies to the City of Temecula as follows: A. The two Leases for the Property are described below. 1. The Lease dated September 9, 2008 between Landlord and Tenant Nathan E. Guy, dba Faith Armory consists only of those documents identified on item 1 of Schedule A hereto ("Schedule A"). 2. The Lease dated November 1, 1998 between Landlord and Tenant Ruben Valloza, dba Audio Evolution consists only of that document identified on item 2 of Schedule A hereto. B. The Leases are in full force and effect and have not been modified, supplemented, or amended except as indicated on item 3 of Schedule A. E-1 11086-0166\1407814v2doc C. There are no unresolved disputes between Landlord and Tenants, and based upon the actual knowledge of Landlord, Tenants are not in default under the Leases. D. Tenants do not claim any offsets or credits against rents payable under the Lease, except: E. Rental Payments by Tenants: 1. Tenant Faith Armory has fully paid rent on through the month of 2012, and the current base rent under the Lease is $ per month due on the 1st of each month. 2. Tenant Audio Evolution has fully paid rent on through the month of , 2012 and the current base rent under the Lease is $ per month due on the 1st of each month. F. Unless disclosed on item 5 of Schedule A, Tenants have not paid to Landlord a security or other deposit with respect to the Leases. G. Tenants have not paid any monthly rentals in advance. H. The term of the Leases will terminate on the date indicated on item 6 of Schedule A. I. Except as shown on item 7 of Schedule A, Tenants have no right of first refusal or option to purchase the Property, or any part thereof, or to lease space in addition to the Premises demised under the Leases, or to extend the term of the Leases. The undersigned Landlord acknowledges and agrees that the City will be relying on this certificate in connection with the City's acquisition of the Property. The matters set forth above are true and correct as of the above date of this certificate. Landlord: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common By: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust Dated February 2, 2004 as to an Undivided Fifty Percent (50%) Interest as Tenants in Common By: Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family E-2 11086-0166\1407814v2doc Trust Dated February 2, 2004, as to an Undivided Fifty Percent (50%) Interest as Tenants in Common E-3 11086-0166 \ 1407814v2doc SCHEDULE A to Form of Seller Estoppel Certificate 1. Lease dated September 9, 2008 between Landlord and Tenant Nathan E. Guy. dba Faith Armory. Tenant Nathan E. Guy, dba Faith Armory (DID) or (DID NOT) execute the Lease Landlord (DID) or (DID NOT) execute the Lease. a. The Lease consists of only the following documents, true and correct copies of which are attached as Exhibit "1" hereto: Standard Industrial/Commercial Multi -Tenant Lease—Gross, American Industrial Real Estate Association dated September 9, 2008 Letter from Coop Properties to Nathan Guy, dba Faith Armory executed by Landlord and Tenant on September 9, 2009 adding 27498 Enterprise Circle West, #1 to the Premises demised by said Tenant. b. Parties to Lease and Premises Demised Under Lease: Landlord: Donald W. Coop, dba Coop Properties Tenant: Nathan E. Guy, dba Faith Armory. Premises: 27498 Enterprise Circle West #1 & #2, Temecula, California 2. Lease dated November 1, 1996 between Landlord and Tenant Ruben Valloza, dba Audio Evolution. Tenant Ruben Valloza, dba Audio Evolution (DID) or (DID NOT) execute the Lease Landlord (DID) or (DID NOT) execute the Lease. a. The Lease consists of only the following documents, true and correct copies of which are attached as Exhibit "2" hereto: Standard Industrial/Commercial Multi -Tenant Lease—Gross, American Industrial Real Estate Association dated November 1, 1996 b. Parties to Lease and Premises Demised Under Lease: Landlord: Donald W. Coop, dba Coop Properties Tenant: Ruben Valloza, dba Audio Evolution Premises: 27498 Enterprise Circle West #3 & #4, Temecula, California E-4 11086-0166\1407814v2doc 3. Modifications and/or Amendments a. Modifications and/or Amendments to Lease between Landlord and Nathan E. Guy, dba Faith Armory: Letter from Coop Properties to Nathan Guy, dba Faith Armory executed by Landlord and Tenant on September 9, 2009 adding 27498 Enterprise Circle West, #1 to the Premises demised by said Tenant and providing that the monthly rent for 27498 Enterprise Circle West, #1 & #2 is $2,600.00 per month. b. Modifications and/or Amendments to Lease between Landlord and Ruben Valloza, dba Audio Evolution: 4. Rent a. Rent for Lease between Landlord and Nathan E. Guy, dba Faith Armory i. Original Rent: Tenant commenced paying the original $1,500.00 monthly rent on November 1, 2008 due the first of each month. ii. Current monthly rent: $ per month. iii. Annual rental increase: b. Rent for Lease between Landlord and Ruben Valloza, dba Audio Evolution i. Original Rent: Tenant commenced paying the original $1,300.00 monthly rent on November 1, 1996 due the first of each month. ii. Current monthly rent: $ per month. iii. Annual rental increase: 5. Security Deposit: a. Security Deposit on Lease between Landlord and Nathan E. Guy, dba Faith Armory: If Tenant Nathan E. Guy, dba Faith Armory made a security deposit to Landlord, has Landlord returned to Tenant the security deposits, or any portion of the security deposits? Evolution: If yes to the above, how much of the security deposit did Landlord return to said Tenant? b. Security Deposit on Lease between Landlord and Ruben Valloza, dba Audio If Tenant Ruben Valloza, dba Audio Evolution made a security deposit to Landlord, has Landlord returned to Tenant the security deposits, or any portion of the security deposits? E-5 11086-0166\1407814v2doc If yes to the above, how much of the security deposit did Landlord return to said Tenant? 6. Term of Leases: a. Lease between Landlord and Nathan E. Guy, dba Faith Armory: Commencement Date: November 1, 2008 on a month to month basis. Termination Date: Upon 30 (thirty) days written notice. b. Lease between Landlord and Ruben Valloza, dba Audio Evolution: Commencement Date: November 1, 1996, on a month to month basis. Termination Date: Upon 30 (thirty) days written notice. 7. Right of First Refusal or Option: a. To Lease (describe): None. The Landlord and Tenant Nathan E. Guy, dba Faith Armory have not entered into any written agreements regarding an option to lease the Premises. The Landlord and Tenant Ruben Valloza, dba Audio Evolution have not entered into any written agreements regarding an option to lease the premises. b. To Purchase (describe): None. The Landlord and Tenant Nathan E. Guy, dba Faith Armory have not entered into any written agreements regarding an option to purchase the Premises. The Landlord and Tenant Ruben Valloza, dba Audio Evolution have not entered into any written agreements regarding an option to purchase the premises. c. To extend original term (describe): None. The Landlord and Tenant Nathan E. Guy, dba Faith Armory have not entered into any written agreements regarding an option to extend the original month-to-month term of the Lease for the premises. The Landlord and Tenant Ruben Valloza, dba Audio Evolution have not entered into any written agreements regarding an option to extend the original month-to-month term of the Lease for the premises. 8. Leasehold Improvements: a. There are no written agreements between Landlord and Tenant Nathan E. Guy, dba Faith Armory that would require Landlord to compensate Tenant at the termination of the Lease for any leasehold improvements made to the Property by said Tenant. b. There are no written agreements between Landlord and Tenant Ruben Valloza, dba Audio Evolution that would require Landlord to compensate Tenant at the termination of the Lease for any leasehold improvements made to the Property by Tenant. E-6 11086-0166\1407814v2doc i COOP PROPEFLITIES 27478 Enterprise Circle, W. Suite 4 Temc !a, CA 92590 (951) 676-3301 Fax: (957) 699-377o Date: .6:61.7 7 To: /09177/4N • ' /777 Aitiat This letter will confirm our agreement to add 2749? eArar/Qrs6-6,6% U(1/7 - 46I, %EMFCuGA 92590 to your lease dated: a. mew- eov-p3iv60 cJir7/ 27 at cul=ideatexpense of $ o2looO, VO �.v.v v per month. .4. This unit is leased on the same terms and conditions as the original lease including the termination date and options, if any. Lessee Date / i >sor / % • Dat 5 EXHIBIT "1" STANDARD INDUSTRIAUCOMMERCIAL MULTI TENANT LEASE -GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Baelc Provisions ("Basic Provisions"). 1.1 Pardee: This Lease ("Lease"), dated toe rat stance Purposeteny, and between mot.) Is made by and1. Tsle.t/ _ b- . � - . e ' ,ar' ('Leaser") (collectively the "Parties,' or 1ndkIduelly a "Party"). ('Leeeee"), t.2(aj• Premises: That certain portion of the BWid)rq, Inch. .g all Improvements Iherakn or to be provided try Lessor under the tams of thus Lease. commonly vn try the street address of �- County of ( located m we Cly of 7Z../t'1EGU,C./4.- , Stale of G41,JFOoelifi 4- with zip code 9iZ"9O as outlined on Exhibit attached hereto ("Plemldea"). "Building" ta that certain betiding containing the Premises and generally described as describe brief the nature of the Bulbi T u /VD!/.rST7(�i QJ _ • 7'ri _ n9)'� u,' /_77NSTR[lC774A/ in addition to Lessee's rights to use and occupy the Premises as hereinafter spedlled. Leasee shaft have non-exclusive rights to the Common Areas (as donned In Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the tool, exterior wails or tNltty raceways o1 the Building or to any other buildings In the Industrial Center. The Premises, the Building. the Common Areas, the land upon which they are ocate0, along with aft other buildings and Improvements thereon, are herein oonocnye re' redo asti0 "industrial Center." (Also see Paragraph 2.) 1.2(b) Parking: MnIJL,Q reserved vehtclo parking spaces -nil ervod p rKing Spaces"). (Also sae Paragraph 2.6.) 1.3 name.* ("Original Term") commonfg /,oU�141 / 44' S ('Commencement Date") and enc;ng t �Q ZVI/ 4r2ef/N4r/cE " 1.4 Early Poasasslon:.s�iaj Bye (t xpiration Dale"). (Also sop Paragraph 3.) ,rAl 1i/mese Rent: $ 4w ("Early POtiaenith Date"). (Mao seer Paragraphs 3.2 and 3.3.) ��i.[:LJ par month ("Base Rent"), payable on the !-%��� day of each month commencing (Also see Paragraph 4.) ( ) If this box Is chocked, this Lease provides lor the Base Rent to be adfusted per Addendum 1.6(e) Ease Rent Pald Upon Execution: $ h 5442.7"" attached hereto. S442.71., Base Rent to the period _Q/QV�M1 he stip a__} ;i 71Jk , t.e(b) Lessee's Share o1 Common Area Operating Expenses: ' 40 r 1 ) Prorala percent ( Qs described Share") as determined t1 r square footage of the Premises as compared W he total square footage of theBuildingof ( ) other criteria as described In Addendum _, oleo!? 1.7 Soourly Depoalt: i,. t Q2 e� ("Security Dopaelt'y. (Also see paragraph 5.) 1.8 Permitted Uae:Pep. 0,e r unreserved vehicle parking spaces ("Unreserved Parking Spaces"); and CO 1.9 Insuring Pa ('Permitted Use') (Also see Paragraph 8.) g rty. Lessor Is the "Insuring Party." (Also see Paragraph 8.) 1.10(a) Real Estate Brokers. The following teal estate broker(s) (collectively, the "Brokers") and brokerage relationships exist In this transaction and are consented lob; Parties (check appacable bexss): ( ) represents Lessor exclusively ("Lessor's Broker'); represent Lessee exclusively ("Lessee's Droker'); or 1.I0(D) Payment to Brokers. Upon the execution of this Lease by both pants Lesstri Lesser r Lessee ("Duet Agency"), (Also sop Paragraph 15.) may mtnuetly destgnala In writing, a leo as set forth In a separate written fany is said & e,(,) 01) Inty, or in such r eIs of sopwil u they ssP agreement between Lessor and Bald Broksr(s) (or h the event there la no separate written agreement between Lessor and said 5(0kor(,), the sum of $ ©) for brokerage services fenderedb saakkifiro201(e) In oonneclbn with this transaction. t.11 Guarantor. Tho obligations of the Lassoo under this Lease are to be guaranteed by .v47(4,1/ ,E C7a ota,ove. ("Guarantor'). (Also see Paragraph 37.) 1.12 Addenda and ExhIblts. Attached hereto Is an Addendum or Addenda consisting of Paragraphs h through all of which constitute a part o1 this Lease. through and Exhibits 2. Premises, Farking end Common Areas. 2.) Lotting. Less01 hereby leases to Lessee, end Lessee hereby oases from Lessor, the Premises, o1 the term, at the rental, and upon as o1 the terms, owenants and conditions sat fo0h In this Lease. Unless otherwise pr0'A0d herein, any statement of square footage Get forth In thfa Lease, or that may have been used In Colcutating rental and/or Common Area Operating Expenses, Is an approximation which Lessor and Lessee agree Is reasonable and the rental and Lessee's Share (as defined in Paragraph 1.6(b)) based thereon is not sub pct to revision whether or not me actual square footage Es more or loss. vu2.2 Condition. Lessor shall deliver the Premises to Lassen dean and free of debris on the Commencement Date and warrants to Lessee that oho existing ctedgby nssool, hal be infire geedd operating co nditie non the Comme cement Datning and o. I1 a non compillance ems end loading wr�tu aaaid warranty exlatni a of the Commencement Date. Lessor shall, except as otherwise provided In Inks Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent el such non•compidanco rectify same at Lessor's expense. If Lessee does not give Lessor written notice of a noncompliance with Ihls warranty within they (30) days after the Commencement Date, COrrecUon of that nomrgmptance shall bo tho obligation of Lassoo at Lessee's sole cost and expanse. 2.3 .Compliance with Covenants, Roatdctons and Building Code. Lessor warrants that any Improvements (other Than those constructed by Lessee or AI Leasoe's direction) on or In the Premises which have been constructed or Installed by Lessor or with Lessees sonata(or at Lessors direction shall comply with as applicable covonanb or 1051110130ns of record and applicable building codes, regulations and ordinances fn effect on goo Commencement Date. Lessor runner warrants to Lessee that Lessor has no knowledge of an da)m having been made by any governmental agency that a violation or violations of appfcebie buildingcodes, regulations, Cr ordlrtance5 ex)st with regard to the Promises as of the Commencement Date. Said warranties shall not apply to any Alterations or Utility Installations (defined In Paragraph 7.3(a)) made or to be made by Lessee, If the Promises d0 not comply with Said warranties, Loeser shall, except as otherwlso Provided In this Lease, pompSy atter receipt of written notice from Lessee given within six (8) months following the Commencement Dao and seting kith with specificity the nature and extant of such noncomptance, take stroll 8Cti0n, at Lessors expense. as may be reasonable or appropriate to rectify the roroomp4. sines. Lessor makes no warranty that the Permitted Use In Paragraph 1.8 is permitted for the Promises under Applicable Laws (as defined in Paragraph 2.4). 2.4 Acceptance of Premises. Lessen hereby acknowledges: (a) that It has been advised by the Broker(s) to satisfy Itself whh respect to the condition of rethe Promises (including but not limited to the electrical and fire sprinkler systema• Security, environmental aspects, ae'int0 and eannquake regulremonla, and cost. w:dons of record ( loclfvei �IS pp Icab eAct La a') an�he prese et ands future suitability of the P. county, cam and Cbmisses or Lessee's intendeet laws, ordinances and d use;I (8) MatLesssseehas made such InvesltgaUon es ft deems nocessary wkh tolerance to such masers, is satisfied with referencia thereto. and assumes ell responsibility therefore as the same relate to Leasoe's occupancy 01 the Premises and/or the terms of this Lease; and (e) that neither Lessor. nor any of Lessor's agents. has made any ora) et written tupresontetiont Of warranties with respect to said matters other than as set forth in this Lease: 2.5 Leasee ea Prior OwnorIOccupenr. The warranties mado by Lessor 1n this Paragraph 2 shall be of no force or effect if Immediately prior to the dale set forth in Paragraph 1,1 Lessen was the owner or Occupant 01 the Premises. In such event, Lessee shat, at Lessee's sole cost and expense, oared any noncom- P1)ance 01 the Promises *Ilk said warranties. ®American Industrial Real Estate Association 1993 MULTI -TENANT- GROSS In1t1t 2.6 Wilde Pruidng. Lessee deli be 0 maw to use the number a Unreserved Panting Spaces and Reserved Padrsj Spices spacined in Pa. -aeras: 1,2(0) on hose portions of the Common Areas designee,* from time to delle by Lessor to pm1dog. Lessee shwa rice use -+a o z:fc spices 0 -or sal} =rare. -yr. Sala pedalo spaces shall be used los parking by vehidos no larger than full-size passenger automobees a pro'kvlr•.,o!weirp . heir ,9:1'Peerneeed Seca %Akin®." VVeMdes min( than ParmirW Sita Vehicles steel be parked and loaded or unloaded as deeded by Lessor In n; ori:ess seri A: et;:et pas :e -seed e Paragraph 43) issues t Lesser. (Also the Par igtaph 294 (a) Lessee shat not paned or aloes any vehicles that beieong to or are CQa Vlad by Lessee or Lewes's employees. es. suppSs 3. ;skeet, e:ermreef. coreactore or invitees w be Waded, itn aced, o parked in areas other than those deli sated by Lessor loreud: 3divitt s. 10 sua(b) tl Lessee coo mita or efrws any of the prohibited activates des'- ead ie this Paras apn 2.3.:'an Lasser Olaf have the rtess, wase a ^. e&:!!- v^ -`t other 4jlns end re,-ledres that 11 may laws_ le remove or tow awl the esthete `nvo1wd a -d o'wge ;tie cssO to Lessee. s 1r1ee thea :-'wbe'T-saC!r+v payable upon demand by Lessor. Se Lessor shell at ;he Commaxemeet Oath el this Lease, provlye he poetry tecittlaa required by A ;:i• yrs Law. 2.% Carn neo pleas-- Derktelen. The tem "Cowmen Areas' i1 def..n d es Gil trims and Mattes carbi a Lt,a Ps less ate elth'' • e wrote' ;ane ol b`.s InAkerts, Ceete- and irerior early repeways within tee Premises that are provided and daseesseed by ere Laws 4em thee t: 3:'16 ler •:' e parts e' er ttalw i use 0' Lessor. Lessee and este tossaas or 74 Irtlus0ta Canter and Uwe :espscfsva inseams. egoism a pees. ct�+orness o�'c.; a^c -• Was, Eldadfeg s''c^tg areas, ioad:ng sed un1oaC!ny areas, rash areas ro craye. sldevvs'w. wakways, ca:.airs, &"ewers led reedb:aea: arses. 2.8 Os -o-o :areas -...`acre's Rig`10. ' eery' 619by grants to Lessee. se 1tn bates: ; of Lases are it fergicyses. s,.s p'.S'a setexes. =them e b s' 1 sCs, ;crL Y VR tern C CJs t.332' the nereresiusrve ereie to use. fa cacroost with ahem vale w sad tee, the Cm-rac F..3s es eery i er ^m tens to tens, w fact .0 ax rgyls. ;ewers. end ppth4eeges reserved by lessor ureter see 13-s hent c s tder She tress se on l'es or' es7Ss 9 'r mortceas,ovetr,frag the 1100I1ihe Indo ulal Cents. Ueda no circumstances shore the deie haat, warted r ase eis :e• -ren Aiwa be des -w '-:-,try :'v elite to stare any pxspet;; aemperody or psneanaoOy, L: the Common Ares. Any erten omega shall be Lessor'spsVerse sinnly e otMs core: •Less c,' s'th 'AMC." :' Ce�naHd ego^:, wh '1 eotserl may be revoked at are drto. an she evert tf�t any urea thor¢ed Verses s+ro{t owe- {f;es, Lam' sir �.,.y the tet': vtfheut rwdk0, In 6d 1500 to such oeux 1phrs arid remedies that It may have, to remove the proper y and atiaye `1» ;est to Lessee. writ :sr em: bn'-..•+.y_ e dry payable upon contend by Lessor. 2.9 Common Areas-Ru'.es slid Fceg::ict ares Lessor; cc su.1h other person(s) ea Lease• tsy appots. ..at have the srdt11•e ;,on0s' 003 nand r-ars of the Comman Areas and shad have the rreln, from Ura to erne, to estabasb, nicety, amend and enlace roeso• :030 Rules a d r19VS-17-,r4 with rasped `hr ew in accordance vrhh Paragraph 40. Lessee agrees to abide by end conform 10 all alai Rules end Regulelbrs, arbto causetts oneleyees. eupo o'a. dfwese. Pte. lemurs, contractors end 'invitees to so abide and ccolorm. Leases shat not bo rosponsbte to Lessee 1a the wen.conptarra atth sat_ nfms aid •sisufado^s y' other lessees of the Industrial Cantor. 2.10 Common Areas --Changes. Lessor shul have the right, In Lessor's sde dWpaiot, from ernew few: (a) To make charges to the Common Areas, Including, *tort limitation, changes in the locafer, sea shape sad nu mea c` dnvewe s. art a , a parking spaces, parwry areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped arms. walkwaysand esey raceways: (b) lb dose temporarily any of the Common Areas for =Mien/moo (c) To designate other land outside the boundaries o1 the Indu&Clal Ce be a pa die ntetsto YCaP,rm,isee � Ln,rau,d av�4ab:; part of the Common Areas; (d) To add additional buildings and improvements to the Common Areas; (o) To use the Common Areas while engaged in making additional it orovaments. r -pars or arera0nrs them h3133r 1 Cannes Of any porton'hue.-f: () To do and perform such other acts and make such other changes in, to orwith.respao to the Common Asa- and indut a ? Carman Fel Lessor :lar, in the exercise of sound business Judgswor, doom to be approprfale. 3. Term. 3.1 Tenn. The Commencement Date, Expiration Owe and Original Term of this Lease era a, specified In Paragraph 1.3. 32 Espy Possession. If an Early Possession Date is specified In Pwagraph 1.4 and d Lerida 'Maly or perealy tette as the>tnrass afro the Selly Paseossbn Date but prior to the Commencement Date, the obligation to pay Ease Rent sisal ori abalsd for the period o1 3,2,0 easy °empat y. Al crew three el this Lease, however, (Induane but no lmited to the obegatons to pay Lessee's Share of Common Area Operating Eget.. anile c oy the Inssaree re awed s'y Paragraph 8) shall bo In effect during such paled. Any such early possession stall not affect =micenor :he Srphabon Ore o1:le O:ieVrat item 3.3 Delay to Possession. 11 la any reason Lessor cannot delver pissession let the Premises to Lessee by he Eatf Possession Dale. i' e e . 106 Ls Paragraph 1.4, or 6 no Early Persse^son Date is specified, by the Comr gncemont Date, Lessor shall not be =teeth any reality U,as$x, nor sash 3,1ce tree* also the validity of this Losse, o: the od6gatiwis 01 Lessee hereunder, or extend the than hosed, but In web case, Leasee shall 1101, 311301 es centre's* pe.klnO het be obligated to pay rent or Wenn any other obligation of Lessee under the toms e:.1ds Leese unlit Lessor deFvent possession N. me reorsas'y possession of the Premises Is not delivered to Lesson within sixty (60) days earthy Common mese Date Lessee may. With oott ei. by no6,s en see. 'gig to t.saeor within ten (10) days alcor the era of said sixty (60) day period. canard this Lease, he which event the parties steal be discharged boa di cOlgaltons hereurdo ; p: ovided further, howeyar, that it suel1 written notice of Lessee is not =served by Lessor withinsaid ten. (10) day parte".. Lessee's rtiaht to e Lase he.•eunder shall terminale and'be of no further force or effect. Except as may be othends3 provided, ata regardless pewter& the Wear estreat actually mamas, i1 possession is eat tendered to Lessee when required by this Lease and Lessee dies not le menden ;Msi_ease, as a tocsuid, the 93ried Mead the 0101- edon to pay Base Ren:, it any, that lessee would otherwise have enjoyed shad can from the date of dentary o' pcssessise and a sseir,ra for e. poled a;.uai to the period � do,inu,•h g which the Lessee would have otherwise enjoyed under the home hereof, but rams any days of delay ewren; by the ars. than o n or rs 4. Rent 4.1 Ease Rent. Lessee shall pay Base Rent and olive reel or charges, as the same may bs adjusad from time 1c firm:. 1c Lasso' In lOwt ri mese 0113 United Stales, without ofrs3 or deduction, on whether the day on which his due under the tome et this Lease. pee, Rent and en cams rot t f and d'ar'es per rf period during me harm hereof which isles less than one kill month steal be prorated basad upon the semis! rntmber of dais of the month Resolved. Perrant3 el Base Rent and other Merges shall be made to Lessor at Its address sterol heron orb such peter persons or el Itch other addresses as Lower may hall tl ne 1;4ry dedgnate in writing to Lessee. 4.2 Common Area Operating Expenses. Lessee shall pay to Lasso: during the term hereof, in addition to the Hasa Rest, Les cos Share On seep:SW n Paragraph ))ofalCommon Area Operating Expenses, asheseinefterdefined. during each calandayear of9teterm dSas Lvnae,el eta yeatai. (a) `Common Area Operating Expenses" are defined. for purposes of this tease, as an costs incuoad by l.3rar m 331139 to :the ormeratep and oper- aeon d ere Industria Center, Including, but not limited to, the following: (i) Tho operation, repair and maintenance, in cleat, dean, good order and condo n, dere fo 1wtnx a. len (es) The Common Areas, Including parking areas, loading and nnioading areas, t:imh 10525, wade -dye, s3031 ase, walkways. ise- ora y dacaped areas, striping, bumpers, 'Ogaden systems, Common Area fighting laciritios, len.= and pates, etewtwrs aalroot (bb) Exterior signs and any einem directories. (d) Fre detec@on and spinster systems. (1) The cost of water, gas, electricity and telephone to service the Common Areas. (0) Trash disposal, property management and security services end the wstsot awy elroaonmatrat gmpar'als. (N) Reserves set aside for maintenance end repair of Common Areas. (v) My increase above the Base Real Property Taxes (as de,4ned fn Paragraph it3.203)acetate l ening atrz the 0,.. ,, A ears (N) Any'Inswance Cost Increase' (as defined In Paragraph 8.1). (di) The cost of Inswence cardedby Lessor with respect to the Common Afhas. (viii)Any dedu38ble portion of an insured loss concerning to H•aekyna re the Common Areas. (a) Any other services to be provided by Lessor that ere stated elsewhere in this Lsasa1:be a Common Asea OperangBecerwe. (b) My Common Area Operating Expenses ar.d Real Property Taxes that' are apedrtrasp elm'tutab1e le the 8shidag Or to any Ober boding in the Ir.'dusets) Canter or to the cperalion, repair and maintenance thereof. shall be ehocalsd en1rely to the Build119 cr to such otter hording. hiowev -. any 0002.031 Arta Oprearir g Expenses and Real Property Taxes Ihai are nal specifically esaibnabte to the Hulker,g a to any other bar tcny or to the dos;a003es repst and thereof, shall be equitably aerated by Lassa to al buildings In the IndusYa Cantor. (c) The Inclusio, of the improvements, facades and service* set leen in Subparagraph 42(a) sea: not b: deemed to !�Oiee en 01538s" 1• - Lessor a 0113160 hue said Elw:oveme es or fectlities 0110 provide those services uMtss the Industrial Ceot9r Weedy hes Ca semis 'swiss" 3'•sedy x;sidas services. or Lessor has agreed elsewhere in this Lease to provide the some et some of mem. (d) Lessee's glare o Cornron Area Oise -sling Expenses shill be payable by Leasee wkh.'n ran IC; days after smemieee 0110131' ?•0150 4� eeriest la.-erste 1e await; to Lessee by Lsasa. At Lessor's neon. lrcwevet. ori wnenrt ,ray be 91tirrated :^y lasso- ; f- time " .lets :' ;lessee S`tr. a -1;a nommen Area oi.ereeng Expenses end Leh same 33101 be payelxa me .they or tss Lessor Lessor eha1( 090rCs. 11 e h • v -:r- zees: es •.hese t9m, 0-+-3 *3509 day ea ate arse Rent Is due hereunder. Lessor eta' deliver to�s wi1dn gxt, (605 days *her deg itephvl1?, :' ere ws'e!a reason bay detaled statement showing Lessees Share of the Li ams) Comma: Area Opera*); E.vertoss lrk,s,ed dieing She .s500$re year. 1l -rimes 3 oeey eeee wider -this Panama,' 4.2(0) during saidpreeedrag y.ar exceed Lessen s Stare as ticketed on said stammers Lessor seal: be relied Ova as'a.-, 0st.,•rat- _. loathes: and MULTI -TENANT -GROSS �/ @American Industrial. Rea) Estate Association 1993 —2-- r/' ii-� payment against Lessee's Share of Common Area Operating Expenses next becoming due. If Lessee's peyments under this Paragraph 4.2(d) during sed preced- ing year were less than leesee'8 Share as indicated on said statement, Lessee shall pay to Lessor the amount of the deficiency within ten (10) days after delivery by Lessor to Lessee of said statomenL 5. Security Deposit. Lessee shall deposit v.lth Lesser upon Leseeo's Oxecueon hereof the Security Deposit eel forth In Paragraph 1.7 as security for lessee's ghMul performance of Lessee's obl19atons under Me Lease. R Lessee faits to pay Base Rent or caret rent or charges duo hereunder. or otherwise Defauhs under thus tease (as defined In Paragraph 13.1). Lessor may use, appy or retain all ar any portion of sad Security Deposit for tie payment of any amount duo Lessor or to reimburse or compensate Lessor for any lability, cost expense, toss or damage (induding attorneys' lees) which Lessor may suffer or Incur by reason thereof. tl Lessor uses or sepses all or any portion of said Security Dep.,::::, leasee shall wit ten (10) days after cowmen request therefore depose monies with Lessor suffi- cient to restore acid Security Deposit to the full amount required by this Lease. Any time the Base Rent increases during the term of this Lease, lessee ehaiL upon written request from Lesscr, deposit additional monies with lesser es an addition to the Security Deposit so that the total amount of the Security Deposit shag to all times bear the same proportion to the then current Base Rem as the inhlatSecurlty Deposit bears to the Initial Base Rent set forth In Paragraph 1.5. Les<cr Mae not bo required to keep ah or arty part of the Security Deposit separate from Its general accounts. Lessor shall. at the expkatlon or earner termination of the tern hereof and aher lessee hes vacated the Premises, return to Lessee (or, at Lessor's option. to the last assignee, if any, 01 Lessee's interest herein). thaw gonion of the Security Deposit not used or applied by Lessor. Unless otherwise expressly agreed in writing by Lessor, no part of the Security Deposit shall be considered to be held in trust, to bear Interest or other Inurement toe its use, or to be prepayment for any monies to be pad by Lessee under ties Lease. 6. Use. 6.1 Permitted Use. (a) Lessee shall use and occupy the Premises only tor the Permitted Use sat forth in Paragraph 1.8. or any other logy use which le reasonably compa- rable thereto, and for no other purpose. Lessee strap not use or permit the use of the Premises in a manner that is unrawful, creates waste 01 a nuisance, or 1121 disturbs owners andror occupants of, or causes damage to the Premises or neighboring premises or properties. (b) Lessor hereby agrees to not unreasonably withhold or delay Its consent to any written request by t.eseee, Lessee's assignees or subtenants. Ina by prospective assignees and subtenants of Lessee, its assignees and subtcnents. lora modification of sad Permitted Use, so long as the same v4!I not impair the structural integrity of the Improvements on the Premises or in the Bulleeng or the mechanical or electrical systems therein. does not conflict with uses by other lessees. Is 201 significantly more burdensome to the Premises or the Building and the improvements thereon, and Ls otherwise permissible pursuant to this Paragraph 6. If Leaser elects to withhold such consent, Lessor shag within tiro (5) business days after such request give a written natifice6on of same, which notice siren include an explanation of Lassoes reasonable objections to the change in use. 62 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as peed in this Lease shall mean any product, sukatence, chemical. material or waste whaso pr0sence. nature, quantity andror Intensity of existence, use, manufacture, disposal, transportation, spin, release or effect, either by haat or he combination with other materials ox to be on the Premises. is either: (I) pee:mealty injurious to the public health. safety or welfare, tis environment, or the Promisee•Ln regulated or monho by any governmental authority; or QIP a basis for potential lability of lessor to any governmental (money or Ned party under any. a statute or common law theory. Hazardous Substance shalt Include. but not bo limited to, hydrocarbons. 5080(Oum, gaseen0, crude dl or any products of•products thereof. Lessee shall not engage 1n any activity in or about the Premises which constitutes a Reportable Use (as hereinafter dented) of Hazardous Substances without the express prier written consent of Lessor and compliance In a timely manner (at Lessee's sole cost and exponse) with an Applicable Requirements (as defined In Paragraph 6,3). "Reportable Use" shall mean (1) the tnsloaaton or use of any above or below ground storage tank () the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that novice* a permit from, or with respect to whtch'a report, nodes. ragistraeon or business plan Is required to be feed with, any governmental authority, and ell) the presence In, on or about the Premtses of a Hazardous Substance with respect to which any Applicable Laws require that a nese bo given to persons entering or occupying the Premises or neighboring empereal. Notwithstanding the 10090109, Lessee may, without Lassoes prior consent, but upon notice to Lasser and in compliance with all Applicable Requirements, use any ordinary aro customary materials reasonably required to be used by lessee in the normal course of the Permitted Use, so tong as such use is not a Reportable Use and does not expose the Premises or neighboring properties to any meaningful dsa of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may (but without any otelgation to do so) corvertion its consent to any Reportable Use of any Hazardous Substance by Lessee upon Lessee's giving Lasser such additional assurances as Lessor, In (la reasonabl° discretion, deems necessary to protect itself, the publics the Premises and the env!ramrart against damage, contamination or injury and/or liability therefor, Including but not limited to the hsstalalion (and, 81 Lessor's °peon, removal on or beta:° Lease expiration or eareer termination) of reasonably necessary protective modifications to the Prom1es (such as concrete encasements) and/or the deposit of an additional Security Depose under Paragraph 5 hereof. (b) Duty to Inform Lessor. It Lessee knows, or hes reasonable cause to believe, that a Hazardous Substance has come io bo located in. on, under or abort the Premises or as Building, other than as previously consented to by Lessor. Lessee shall immediately gtve lessor written notice thereof, together with a copy Of any statement, report, notice, regretradon, epees:Pon. permit, business plan. lir enue, claim, action. or proceeding given to, or received Irom, a8rtmtyy govern. menta( authority or private party =coming the presence, spill, relearn, discharge of, Of exposure to, such Hazardous Substance Including but not tmdt0d to 33 such deponents as may be Involved in any Reportable Use involving the Premises. Lessee shaft not cause or permit any Hazwdcus Su(tance to be speed c released In, on, under or about the Premises (including, without fimitatlon, through the p(umbing or sanitary sewer system), (c) Indemnification. Lessee shag indemnify, protect defend and hold lessor, Its agents, employees, loaders and ground lessor. 4 any, and the Premises; harmless from and agalnct any and all damages, II/Melees, Judgments. costs, claims, rens, expenses. penalties, loss of permits and aaomays' and co.1 suhants' fees arlshr9 out of a involving any Hazardous Substance brought onto the Premises by or for Lessen or by anyone under Lessee's control. Lessee's °begetters under ens Pwagrsph 6.2(c) shall include. but not be limited to, the effects of any contaminawkn Or injury to person, property or IM environment casted or suffered by Lessee, and the cost of investigation (Inctudmg consultants' and attorneys' tees and leant)), removal, remedlatbn, restoration ander abatement Thereof, or of any contamination therein involved, and shall survive the expiration or earlier termination of this Lease. Ido termination, cancena on or release agree- ment entered into by lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, mites specieuany so agreed by Lessor in wring of the time of such agreement 8.3 Lessee's Compliance with Requirements. Lessee aha(, at Lessee's sole cost and expense, fully, diligently and in a limey :manner„ oomp,y with eS "Applicable Requirements," which term is used In this Lease to mean all laws, rules. regulations. ordinances. directives, covenants. easements and reste Sone of rectal, permits, the requirements of any applicable tiro Insurance underwriter or rating bureau, and the necommendallons of Lessor's engineers and/or consul- tants, relating In any manner fo the Premises (Including but not limited to matters pertaining to (I) industrial hygiene, (ii) environmental conceettors on. in, midst c; about the Premises, Including toil and groundwater conditions, and (ll) the use, generation, manufacture. production. installation, r:ofnsonznco, remove;, trance porletion, storage, spill, or release o1 any Hazardous Substance), now In etteot or which may hereafter come into effect. Lessee shalt, Veen fru° (6) days after fecetret of Lessor's written request, pprruovde Lessor with Pipet of au documents and information. Secluding but not gmtted to permits. registrations, manifests. appal cations. reports and certificates, °Ndendng Lessee's compliance with any Applicable P.equirements speceled by Lessors and shwa immediately upon receipt notify Lessor to writing (with copies of any documents Involved) of any threatened or actual aim, notice, cttat)on, warring, comptafnt or rapet partaker@ le or .4nv6Mrg ta(Iure by Lessee Or No Premleos to comply with any Appecabto Requirements. 5A Impaction; Compltnneo with Law. lessor, Lessors agents, employees, contractors and designated represere eves. and the he!lers cl any era e gages, deeds of trustor ground leases on the Premises ("Lenders") shall have the right to enter the Premises a1 any time in the case dee emergency, and other- wise at reasonable ernes. for the purpose of inspecting the condi:lon of the Promises and for verifying compliance by Lessee with Itis lease and al App ca to Requirements (as defined in Paragraph 6.3), and Lessor shall los entitled o empkey experts and/or consultants in connOLtion therewith to advise Lessor weh respect o Lessee's activities, including but not limited to Lessee's installation, operation, user. monitoring, maintenance, or removal 0t any Hazardous Substasee cn er from tho Premises. The costs and expenses of any such inspections shall be paid by the party requesting same. untese a Death 01 Breach of this Lees. by Lessee ors violation of Applicable Requirements ora contamination. caused or materially contributed to by Lessee, Is found to exist oro be imminent. or unless the Inspection is requested or ordered by a governmental authority as the result o1 any such extant, Or Imminent vldatan 0r centamtnation. In such case, lase° Stell upon request reimburse Lessor cc Lessor's Lender, as the case may be, for the costs art) expenses of such Inspections. 7. Maintenance. Repliers, Utility (nstaRaftorx, Trader fixtures and Rkaratieres. 7.1 Lessee's Obligation. (a) Subject to the provisions of Paragraphs 22 (Condition), 2.3 (Compliance with Covenants, Resulctions and Building Code), 7.2 (Lessors Cbegatons), 9 (Damage or Destruction), and 14 ((Condemnation), Lessee shah, at Lessee's sots cost and expense and at all ernes, keep the Pre :less and stsy part thersol in mood order, condition and repair )18hether or not such pont'xn of the Prer ises requiring repair, or the means 01 rapa'vhg the same. are reaso,^.ably ce reeetly eooessibte to Lessee, and whether or not tee need for such repairs occurs as a result of Lessee's use. any with use, Lids elements or the age of st.i per- V00o1 the Prendses). Including, without limiting the genera:ey of the foregoing, all egelpment or faculties spadtica!y swerving Lha Premises, such 9s plumbing, hast. hq, 211 conditioning, venteaeng, tees-tithe lighting McNees, bailers, feed or unfired pressure vessels, fire hose connections i1 wean the Promises, &eon, Keith wafts, interior surfaces of exterior was. ceilings, floors, windows, doors. cattier glass, and sky1(ghts, but excluding any items which are the resporsVey of Lasser pursuant to Paragraph 7.2 below, Lessee. in keeping the Premises in good order, condition and repair. shall exerts° and perform good mastenanca perces. Lessee's obegalons than include restorations, replacements or renewals when necessary to keep the Premises and all Lmprovemants !heath era p6Rtherbaf in good order, condrdon and state of repair. (b) Lessee shed, at Lessee's sole cost end expense, procure end mr'nt3Jn a contract, win copies to Lessor, in customary loan and 8cbstrce for end 06118 consacor sperzaGzing and experienced in the inspection, malnter.enco snd service of the heating, cur conditioning and ventilation system for the Premises. However, Lesser reserves the rigqht, upon notice to Lessee, to proaue and maintain the contract or the heating, cur conditioning and ventilating systems, arta 3 Lessor so ctects, Lessee shall reimburse Lesser, upon demand, or the cost thereof. (c) if Lessee fats to perform Lessee'° obligations under this Paragraph 7.1. Lessor may enter upon the Premises after ten (l0) days' error velem:: notice to Lessee (except in the case of an emergency, in which case no nomco shall be required), perform suet obligations on Lessee's behalf, and put the Premises In good order, condtlon and repair. In accordance with Paragraph 132 below. 7.2 Lessors Obfgattons. Subject to the provLslons of Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants. Restrictions and Building Code), 42 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obngat(ons), 9 (Damage or Destruction) and 14 (Condemnation), Lease, subject o roimbsxsemenl pursuant to Paragraph 42, shall keep in good order, condition and repair Ih8 foundations. extortor waifs, structural condition of interior bearing was, extortor roof, fire sprinkler and/or standpipe and hose Of located In the Common Areas) or other anoretic tire extinguishing system including fie alarm andtt smoke deter MULTI-TENANT—GROSS @American Industrial Real Estate Association 1993 —3 -- Weals: Weals: systems and equipment. tiro hydrants, peeling lots, walkways, parkways, d,•fwa333. irende ave„, nR sig;i; and tat, syreyrrz string Ins Cornrran Areas and Wipe* thereof, at well es providng the services for which there le a Common: Area CgsraStor•> +p erroe p•,r. psi to Paragraph 42 Lessor shalt not be obegaxd :oImtrealeext to or ironer surfaces ofexterior waifs nor shall Len= teob:gatedt°n=om,regatr•erreceacn.rt:oes,Peasorpt!eMMasscrtheP-emt{ee. :arses exp:easly waives the beers G any seams now or herr:mean in ten' teNat stet assns al.hre:t0! L:ASee Ole VA x r: aim Texts Lesser; S area -se c' 5 Mrmina:e Mlle Lease because a Lessor's failure to keep the 8u(df:g, eefere:'e:• ererxreeenth- Ammo in fir; :,,,v. ccolleen wet teeth. 7.3 Uotite tnsyaietton , Trade F1xt'us s, Alleraeons. (a) Daantltoes; ConseritRequired. The tern 'Waite 1*feet/tim rr!e:zed'^ ass tease re tare- se Ines, teethe pona!s. elrriteai 6s^•�x'c-. saceirg, ser proteeden :yearns, COm:r rr.,eiens a;•eterra 3ghther faeces. ees e. esetta_ -. wee o - e ✓st-g emetrra,:.:loo*otr e; el %et:e-{, sheath to Pre:ai as.:r:e torte nada : exerts` sheet masa h.e-<se9e -xiokrewy no simdr-r: r c' tr. •3•,cvad Vetere MYng -trrfY: de ties ,17 P•embos. The term "AtecaJon ' sea3 mean sy a, oereertien of the =peewee* err Pa ?•w..-isss •rehrtr a'3 pr.:'lrled by mase ender rios tr.-ht Weal Least. ether ten l)&ity Intallatio•.s Or T,•ede Fleeces. "Lessaa-Ormed Alterz"..etes a2ets Mt" SoZsitetfora' 9.:-2 de fee as Al:vet oes a bice eerie/ erste:wre s male by Leasee .a4" era not yet carred by Lessor prxauant :o Peep -ape 7.4-'py'. _yam S'al no: rete ne' ZL4a !9 to made eCy a lerarienl r r titan reIn-on. Veer or abbe: tit r:9triseeMts=Lesser, o '+-Lis^:asses res r. S.c•Arr' -a'.--,s:",:tar s!' 2 ttatw ,r :`a, a - o' the Premises (exdrtme.•hg Les 'L4 ot:h Lessee's metric `1 ;rept ,ties :: 353 ; IG :CCL # t-sy are "1• :Lere 9 eve $19 C 0 4r :;:e z•4-dSfS. �: -:' vote pendteng,taf0001 r4 a reniceeg the :Wm any weeing wee or revere c- eeee-'ser-; r . e rte ds:9 cr 3$03 rat :-:'t• +a casttwee doing titsICethis Lease asstats:".,edwasrhote:wiad52-Fee.;. () O •es3.•.. Any Athraskrns " L aiy leatteiaLers eat ` eSees S ee '::"5: S'.:. e,'se xh4r rte'.'.' -'.3'w le n* of the 3:.a:+ta;ts fe of 3ssa' r . •cn'orT wee de'J+s= elves. PA 1; *.s7.� given by l.e�a: a'.:e+`r `y •rt"�t � a-r�raa* .a a) o• b� s..ss�.•yt specific sa'rs3s-. star; �s :.,-sf - i:) :.esaea's eetteir+r•- at a;:r"C0 9 permits suers. try gars--snyr welt.,_ya; ^j em ;-eLe-i � :` =See of so= gsrr b rrm:`e- wee r oepya its plats and spececatiors toe the AheraLVrt o. Utility Gnoa;latme U Lem= prig: sorrnxee9me-•.t `s wen< Cteee neer end (R; the =vezeienee Lessee .doh all coregto ti of said;:P.'s in a exempt and expeditious mew. Amy ARaafcre oe :Prey re ges7r a!,•,1 tense* (keine the Venn o: Les Lee:9 site be dens in a good and wit: %lb mannoc, well good any sufficient reeterfals.ar4 be et =nro:e-ma *Se se AoeFeet sr axo,:aemeets, tessera seen creery::; toren cornpietke thereof fumes Lee= with esabuitt tlaas.a-,d spectre -aeons Peery' e. Lnsacr ray. rn lfv Ys c;exs-• rat e"•• regvarxd Aneraeon or Uley tnsra.Yattar. d:at =We S2,S00.G0 o- mcea Ire= '.esasee;n ed ; Lesser •+r.`. a 0,- axe o-13 bed In en err. etre sgtet'o en; aro one -hair ashes the esten2isd cost el us=Altera:Ur or Wily Irsta3YS0. (c) Lton Protection. Lessee shag pay wren due se derma for tato: a 'e ?walls emele:ed =egged to tars fie^ ru•-tyi ed 4.0 y {gr Lem* a" Me:•,_. e on Me •emeses, which cairns ere or may be %mewed by a !y mec*ank'3 a frderitttr etr' a teen r.Ca:`at ext:net bee many teepee thwee.1.23008l n1. gee Lessor not !ass than tan (10) days' notice prior to the commencement of any WV* f:, x1,17 abcte los F -mere, sed Leser: sha8 here *era rigid le :ccs' rrc:w„rs c noneespcnsibility In or on the Process; as provided by law. 0 Lessee sea, w gxd fl rawtd'e va:l o' aey s -r Asea ciSin G dettele , then Lessee shat. its eds. expanse, dittoed era proceot assn, Lee= and the Premises agalnet the suttee -4 sear pay std =ley 1rrf writ adverse judgment Mat may bo rer- dered thereon before the enforcement thereof against the Lessor or the Premer e. k La .-e se -a: req.nim, :mesa ¢,a7 ttcrrsO 0 Lessor* surety bond sa9sf:Fwy. hb Lessor 0 an amount equal to one and one-half limes the amount ct suet wed Ca:O Clef hh crdax d, Mdtenre ying Lr or ,gens, flab8Oy for the Sema, es required by law for to holding oldie Premises free from the effect of scot Pana da5n, in adds }x , t w_frr• roar reg* Losose is pay Lessors ettoreeye fees and 00015 in participating in suet action it Lessor shall decide is to its best Mier:Mai data. 7.4 Ownersbip, RRemovae Surender, and Rcatoaticn a) Ownership. Bulged 10 Lessor's right to require then rernOvat zed w =uss C 'ser tc bore the crr•'er ti:91x 23 hememRar crolded 4:11,13 Paragraph 7.4, all N:ere3ons and UDGy 1tstalodore made to the Prembea by Lessee es: t:s em properly o' end veered by Lessee, tun ccnsxde:ed a path of Ilse Premises. Lessor may, u any time and al Ye option, elect In wrung to UMW* to be em nether 0t a8 x shy epedfed P,s;t et the Lessas.Omhed Adtsradona and Uainy Installations. Unless otherwise tnsthxrad par Subparagraph 7R:b) herse, xf Lcr.ee-Ga-W A11r 0003 and Miry IOS;a33atiene s':atl. at the oxpkalon c oarbnr termination of this Lease. become to propery of Lessor end reran aper the Premises ard be emre tier-vX-r Che Pt 14 -es by Lessee. (b) Removal. Unless otherwise agreed et writing. Leases may remelt that ay cr 2 i Lessee -Owned Pasadcos or Ilallty installations be removed by the expiration or earlier termin51100 01 this Lease, notvdthtstanding that that 'natara r ewer „eros ee9,: wr i_,r„ded to by Lessor. Lessor may require tete remove at any time of all Or any part of any Atetnadons or Utility tastyl0b0s mads without the rece=ad=mentor Lx (c) Surendertiheatoation. Lessee shell surrender the Prey.,}: by 10* er .ref C, the lzsI day of Tenn c any earlier teahination data, resee and tree of debris and In goof operating order. condition and slate ol reper, watt a-4 tea: =caged. OrSzay wear and tear shall rig inGuda any dam age or deterbra:iorr that would have been prevented by good ma1tenaree praC„ce er by Leeees pa1kmeing at d its otdiracrs under ids Lease. Einem as wee tree's agreed or specified herein, the Premises, as surrendered. sha8 lreiude rem Ai -Mee -km ax teeny instaralma. Tha Megaton of Lessee shad Include he ropatr of any damage occasioned by the irstaaadon, maintenance or reermaf el Les -sees Trade 305211, fueeshergs. agree ant. area Lessee -Owned Atwaeons and Utifdy Installations, a"> well es the removal of any storage tank Iratte:led by o' fG Leeson sad 1a ranee f. rept:we- M a 0: rem:ediaxn of any tai:, material ce (loud water contaminated by Lessee, ell as may then be required by Apo:ate; Rv.er,mav,.:s a -db- good procame. Lessee's lade Fixtures she& ismer the property of Lessee and stag be reviewer by Lessee cub)oct to its obligati= to rhe end reeve era o,ya les perces team 3. Insurance;Indemnly. 8.1 Payment el Premium Inceeases. (a) As used herein, the term "thsutance Cost inerea58" is defined wan i eGr-10e in the acme cny o! 509 insurance applcable to the Suiten and required to be carried by Lessor pursuant to Paragraphs 8.2(4), 8.3<a) and 8.3(4), {• Regahad emuratae"), cue- std above the 8tue Premium, as hereinafter defined, calculated on an annual basis. Insurance Cost Increase shoe 4tduds, bat motbe Meese( to. peed entente ce ere reeds of a mortgage 01 deed of tent coin enng the Premises, increased valuation of the Pro.m1s0s, andlor a general pee= t 's 10oaase, Thv:am0 1rry:7-0a oOt 100100se" x008 not. however, !reeds any premium inaeesea resetting eon+ the nature 01 the occupancy of any other1,5-et ctffre 800u41g. it the carers Insect a dollar amanrnt In Pa2glape.. 1.9. such. emoum OW be considered the "Baso Promhsm," if a dollar amount PAS not been tserted in Paagsrh 1.9 ext n the Welt/ Bras been rxevteusly =miss) dar- ing the twelve (12) month period Immediateay preceding the Obrnm.ncemam Oats. the 'Um Praedurrr shay bosh* ams mt premium .33G¢abse to such broke (12) month period. ,I the Building was not fully occupied during such twelve (121 exert p010111, 111* '8ase F'reratr"s1s8 be era ta.esi enflual980newn reasonably obtainable for the Required Insurance of M the Commencem et Oath. 3,aumrr72 tits moat oonsins rue: pews is <tem hag. en no evert however, shall L135.09 be responsible for any portion of tha premium cost attributable to Ila`eny trslmrreaee vrege ox -Ass c•• S1,000,000 peewee vndoe Paragraph 02(4). (b) Lessee shall pay any Insurance Cost Increase to Lessor persvatrir Pa:ar,{'aph42 P:sti'fc' a for pcFcy periods conmendng pier to, or extending beyond; the term of this Lease shall tis proraaed to colndde with ars corresponding Vamnenoernent Owe ce emerw ee Oxer 8.2 Liability insurance. Lessee (a8) Carried dbl *0. Lesseehos names obtain hand keep In totes clueing the rano of dt: Lease a (bm-.tetr,•a'. General Liakcip' pier of insurance protect - me any neer() peetrod fit I-2124611 In writing (ea err !oral Insureds) egain0 «aims Tor beefy Injury, ppersona k ury and property damage based upon, Involving or arising out of the o:tinareetn. use. 000J03 scy cr rrh.hh18xanoa d the Premises and a'1 areas appppuurrtteenene thereto. Such insurance shall be on an cocuerence basis providing single 01n0cavoraee to an mn aunt nit ler 10.0 S1,003,000 per °cameaan with an'Addle:me Insured•Manegers or Lessors of Premises" endorsement end contain the 'Amendment a fly fbged= 0dun"orh' drdersam0m for damage caused by heat, smoke or fumes tom a hostile fire. The policy shall not contain any intra.inereed e?du01c: e ss teerson Inertppn�.,,•or++^a• Or orcanin7o,5. but shaft include coverage for &tWgiy seamed under this Loaae as an `ensured oontraot' for the performance a ieS500-e0ldemrdrf obrigaS0na under der fhb; Lease. The Raft of said insurance :squired by this Lowe oras 08111011 by Lessee oOal not however, *Met the I:a5 Sy of 180809 ren- news Lessee 0' any cbdaato0 hereunder. AN lee manes to b0 pr:rlN by Leasee seas bo pamary to era not commertory with any skmr'a Inas ,sec .... d by Losse, whore in -wpm -ea s)sae be considered excess Insurance oidy. (b) Carried by Lessor. Lasso, serail also maintain iieb*y Ira.rencetua: i s Preagaph 32ia; acre,: ; wets n to end not 19 1(80 cf. the Inst- ance required to be maintained by Lessee. Lessee slue not be named as a.: eddrIenetn..r9dA.earn. 8.3 Properly Insucance"Beid'ing, improvements and Rental Value. (a) Building and Impprovemsans. Lessor shaft Obtain aril keep in 4-a deeper h6 set C.17'1010330 a pc3Y,y c: ,tx,S'i9s ht the role of L9awr. wI.r' 'css payable to Lessor and to any Lender(s), ir. xeng against loss or damage tee the 3 pnkeS. Er1117 inti:MICS sear be rx"08 nepiacamsnt r t, as the Sara seal wrist from erne to Sme, or the amount required by any Londer(s); but in no where ease Oran she crev nhereafiy rem:table sed avaltable Ineura0re rather t)re19a by rq1 son Ot Vie unique name or age of the irnprovvrwnas involved, Abel tactor amount its has ?herr fir n encs '691 o06L Leeeea-0Mfad Atten Ions and tree., 11315))10110 3, T0:9 Fixtures and Lessee's personal property shag be insured by Lwow p es*9r to Play.4e $A. r doe =enrage is mailable and ecrrmerciater eperopria1o. Lessor's policy re poiecie3 seal 015ur8 agaies1 89 rides of deed ph loss cr damage *cep. Cm 33.4 cf feed ardror mthquakms: e unless oult %Y a Lender or leck,ded Li the ease Premium), including coverage for tryccen rau•1Jog tram doefife teres and reasonable ancone of Cent -ago kr the enforcement of any ordinance or I¢:v regutadrhg the reoorterudfon or repiasar-se t x 307 u1edamagsd sockets or ca Budding required es, be 0em44l;0 or *weed by reason of the on''orceme a al any telkfuhg, zoning, safety or lard =Slaws z5 to rwet of a =mad less, but not pieta glass insurance. Safd policy or policies shall also corrals an agreed valuation pression in Gas pI a.v a eecer. axe deur, ws03r d su rzga3cn, a•+d cut wand prMere ,0 0aur1eg ah increase M 800 annuli property issuance coverage amount by a facer of ,x lees' than Les erfres'rs'f US. Oapa•Street d Leta: Cons'rter Price index toe Re Urban Consumers toe the city newest to where the Premises are located. (b) Rental Value. 1.115m shall also ootain and keep In ease &Ting th9 0507 Other Lewes a Perky «1x15183 M the name et 19eser. With f cavatis es Lesso-, and any Landar(s), WAIN the loss of rtes run rental aud other cemejres cayattin., ry aft. (exam o' ata Seen ,g ee Lessor far one year!Weeding ail Rsa! 390per& Taxes, insurance co5".4. 3& Common Area Operating Extensa tiro 9113 0(. witted :emit tense ere;. Sed 111 antes rn3y provide that M the even: tee evesss is t0.'n1 hated by reason of an hsulod k+e. the pound of (rdeneet !y o'x*1, =wax a 611408551)0311 barood the dens of tie completion O' reca05 :9ptamment of the Promises. to provide to one Ar» rues loss of cans r aysares ewe len 11513 0 or, 50001,7/3. Saki esu artce shell cords& se aceeve veteetio orient.1.0 gee of any co•Insvrance 118335, and the anaunl of rpve(.g9 X15' en 811181420121120310 re"x' 1110 uci0Csd 0x14 „roma Rea; P o.e-te Tam Ireuraree premium costs aed aha exon s. It any, *thegwise peyehte. for 546 ^sero :2 -err.' peek -d. 7c:xr Aiee C^yxa1r Expxhsss shell !e^,i:sda see deductible amount In tnt the such bas. - (c) 011310 re. Psemises. Lessee shall per ler any 1N•eese to gee r nee a tr f e encs y irtaa,^.ar-Oa o' tae 3eitarc and Nr ere Cnrncr! Are=s :- whet boadngs In the industrial Center Y said increase is caused by lassoes eras.0m*8pu-s, tee ce eccipancy Mtn F1an81ses. MULTI -TENANT -GROSS C American IndusIlal Real Estate Association 1993 -d- *Mears: 6. (d) Lessee'a Improvements. Since Lessor is the Insuring Party, Lessor sheen not be required to insure Leesee•Owned neatens and ULAN testanaeens unless the item in question has become the property of Lesser under the terms of this tease. 8.4 Lessees Property theorem*. Subject to the regterements of Paragraph 8S, Lessee at its cost shall eitheree arae by endorsement t0 a polloy already canted, maintain Insurance coverage on tel of Lessee* personal obyu P Poky O, et Aerator* option, uosty Irabdee ons In, on, or about the Premises rdmlar In coverage to that canted by Lasso' as the !inuring Party Trade Fixtures g aph aa (aoa ud.ln vran t',s hs l ande full repiamMent cost coverage with a deductible not to exceed $!,000 ufifo under Pte R3( a). Such b w essu shall be replacement of personal pro Per The from any Intl 20 ons. U Shan lou st from m Lessor for the Lessee pence and the restoration st Trade Fixtures ttrtd Lessee -Owned A)seragons and Utility Installations. Upon request from Lassa' Losses shah provide Lessor with written evidence that such insurance is N force. 8.5 fraurance Policies. tneuranco required hereunder stab be in companies duly licensed to transact business in the state where the Premises are boat• cd, and nmlntaWrg during the policy term a 'General Poacyhorders Rake' of at least 8+. V, or such other ratIng as may be requfred.ty a Lender, as set forth In the moat current issue of 'Best's Insurance Guido.' Lessee shell not do or t to bo done anything which shall mead= the Insurance pasties referred to In this Paragraph 8. Le evee shall cause t0 be delivered to Lessor, within seven days atter the mike of the Early Possession Dab or the Commencement Date, cern- bed copies of, or cemi2c +tee evldendng the existence and amounts of, the nuance required under Paragraph 82(o) and 8.4. No such pocky Shap bo cancelable or subject to modification oxCept aver thirty (30) days' prior wdtlen notice to Lessor. Lessee anall at least Itrley (30) days prier to the expiration of such policies, fur- nish Lessor with evidence of renewals or natrende binders' ev(denreng renewal thereof, or Lessor may order such Insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. 8.8 Waiver of Subrogation. Vitekut afecOng any cher rights or remedies, Lessee and Lessor each hereby release and reileve the other. and waive ted entire fight to recoverdamages (whether In contract or M ton) against the other, for loss or damage to their property arising out of or incident to the perk required b be hexed against under Paragraph 8. The effect of such releases and waivers of the right to recover damages shall not be limited by the amount of Insurance ridded or required, or by any deductibles applceble thereto. Lessor and Lessee agree t0 have Net respective Insurance companies issuing property carnage ax8191100 waive any right to Subrogation that such companies may have against Lessor or Lesseo, as the case may bo, so long as the insurance is not inw8dated thereby. 8.7 Indemnity. Except for Lessor's negligence and/or breach of express warranties. Lessee shah indemnity, prote01. defend and hold harneess the Premtes, Lessor and Its agents, Lessor's master 01 ground lessor, partners and Lenders, from and against any and an darns, loss of rents and/or damages, meta, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses ander Ilabilhlm waing cul of, In otvi g, or to connection with, the o1 the Promises by Lessee, the conduct of Lessee's business, any ad, omission e' neglect o1 Leasee, hs agents, contractors, employees or Invitees, and out gany Default or Breach by Lessee in the performance Ina timely manner Of any obagatton on Lessee's part to be perfoOnaO ander this Leese. The lore - going shalt include. but not ea limited t0, the defense or pursuit of any claim or any actien or proceeding involved therein, and whether or no; (kin the case of dsims made egalnat Lower) tkgaied and/or reducer' to (udgment. In cavo any action or proceeding be brougnt 8gainst lessor by reason of any of the foregoing meters, Leseee n such delonse,Lessee need not have fust paid any such ko trom Lessor stele defend the same at claim in s0 deter 10 be ense go inde nifiesel �d.o� (0satisfactory to LASSO( and Lessor shdN cooperate with Lessee 8.8 Exemption of Lessor from Liability. Lessor She( not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee. Lessee's eme oyees, c+nvectres,'mieeks, customers, or any other parson In or about the Premises, whether such damage or miry Is caused by or rosters from ere, steam, electricity, gas, water or rein, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklero, wires, appliances, plumb- ing, air oonddoning or lighting fixtures, or from any other cause, whether said injury or damage results from oondtrons arising upon the Premises or upon oche portions of the Bandung of which the Premises area pan, from other sources or places, and regardless of whether the cause of such damage or injury or the means 01 retaking the eame Is accessible 0r not. Lessor shall not bo UsbI. for any damages arising from any set or neglect of any other lessen of Lois nor from the failure by Lessor to enforce the provisions of any other lease In the Industrial Center. Notwithstanding Lasso's neglgnnce or breach of this Lease, Lessor shah under no arrumstances be gable for injury to Lessee's business or for any toss of Income or profit therefrom. • . 0. Damage or Destruction. 9.1 Definitions, repair cast (9) 'Premises Partial Damage" shall moon damage or destruction to the Premises, other 818n Lessee -Owned Ateraeons and Unfit* Insteliaaora• the I damage or destrhidlon is fess than fifty percent (60%) of the then Replacement Cost (as defined In Paragraph 9.1(de of the Prernisaa (exclud- ing Lessee -Owned Alterations and Utility Instepations and Trade Fixtures) immedatey prior to such damage or destruction. (b) -Promises Total Destruction' shall mean damage or destrecflon to the Promises, other than Lessee•Owned Aheraltone and Utility frsmsadons, the repair cost of which damage or destruction Is fifty percent (50%) or more of the then Replacement Cost of the Premises (excluding Lessoo-Owned Meteors and Inky Ins/Mations and Trade Fixtures) immediately prior to such damage or desltucdOn. In eddy ion, damage or destruction to the Building, other can Lessee - Owned Ahelatbna end Utility Instalikees and hada Fixtures of any lemon of the Building, the cosi of which damage 02 destruction is filly p0rcent (50x) or more of the thou Replacement Cost (excluding Lessee -Owned Alterations and Udlty Installations and Trade Fixtures of any lessees el the Building) of lbeikedng shall• et the option of Lessor, be deemed to be Premises Total Destruction. (c) "insured Loss" shall mean damage or destruction 10 the Premises, other than Lessee -Owned Alterations and Utility Installations end Trade Fixtures, which was caused by an event required to be covered by the insurers* described In Paragraph 8.3(a) (rrespecWe of any deducible amounts or coverage kers involved. (d) "Replacement Cost" sh+E mean the cost to repair or rebuild the Improvements owned by Lessor et the time of the =thrones to their con:ken Vivid Immdredlate prior othereto, Including demolition, debris removal and upgrading required by the operation of applicable building codes, on cranes or laws. deprecation. (e) "Hazardous Substance Condition" shalt mean the occurrence or discovery of a condition Involving the presence of. ora contamination by, a Hazardous Substanceasdefiled in Paragraph 6.2(a), In, on, cr underthe Premises. 9.2 Premises Partial Damage—leisured Loss (1 Premises Partial Omega that la an Insured Loss occas. then Lessor shah, ori Lessees exports-, rapa;r such damage but not Lessens Trade Fixtures or Less00-Owned *Watkins and Utility Installations) es coon as reasonably posseee end this Lease shall consnde In cud force and effect. In the evant however, that there le a shortage of Insurarr2s proceeds and such shortage is duo to the feet that by reason of the unique nature of the improvements in the Premises, full ropklcoment cost Insurance coverage was not commerciaty reasonable and available, Lessor shad hero no 0bfig• adon to pay for the shortage in insurance proceeds or to fully restore the unique aspecs•ol gee Promises unities Lessee provides Lessor with the funds to covet same, or adequate assurance (hereof, within ten (10) days (craving receipt of written notice of such shortage and request therefor, It Lessor receives sabd /entree! adequate assurance thereof within saki len (10) day period. Lessor shall complete them as soon es reasonably possible and Iter Lase shall remain in felt taros and snap, iI Lessor does not receive such funds or assurance within said period, Lessor may nevertheless elect by Witten nodca b Lessee vette') ten (10) days theroater to make such restoration and repair as Is commercially reasonable with Lessor paying any shortage In proceeds, In which case this Lease +hall remain in lull force and effect l/ Lessor dons not receive such funds et assurance within such tan (10) day period, and if Lessor does not so elect to restore aa; rea4k, then flee Leese shell terminate sixty (60) days following the occurrence of the demage or destruction. Untoss otherwise agreed. Lomas anah in no event Mee any right b relmbureemem from Lessor for any tends contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due ea flood or *arse creak shall ea subject to Paragraph 9.3 rather than Paragraph 02, notwithstanding the there may be sumo Insurance coverage, but the net proceeds of any sit insurance etall be made avast/An for the repairs (1 made by either Party. 9.3 Pattal Damage --Uninsured Loss, If Premtsos Partial Damage that is not an insured Loss occurs. unless caused by a negrigsat a weike sin of Lassen (in which event Lessee shall make the repairs at Lessee's expense and this Lease shall continue in full torte and 080oi), Lasso may et Lessors opkca, either (I) repair such damage as soon as reasonably possible at Leseor's expense, (n which event this Lease shall continue in full force and 811001, or (li) give mit- ten notice to Lessee whhtn thirty (30) days after receipt by Lessor olknowledge of the occurrence theme, demegr of Lessor's deeho to terminate this Leese ea c1 the data shay (60) days following the date o1 such notice. In the event Lessor elects ro ghve such notice of Lessor's knanllon'10 terminate this Leese, Lessee eke have the fight w(th(n tan (10) days after the receipt of such notice to give written notice to Leaser of Lessee's commitment to pay for the repair of such dames t rsey at Lessee's expense and without reimbursement from Lessor. Lasses shad provide Lessor whh the required Lunda or sal(sace y assurance thereof within 'Tiny (30) days following such commitment from Lessee. In such event this Lease shah continuo In full force and effect, and Lresar shall proceed to mane $210 repairs as soon as remora* possible seer the required fumia are available. if Lessee does not give such no(1oe and provide the fends or assurance thereof tette In the times specified above, Bus Lease shaltterminato as of the date spedrori In Lassoes notice of termination. 9,4 Total D+sOudbn. Notwithstanding any other provision hereof, U Promises Tota! Destruction occurs (Inducting any destruction requited by any +00.0- an d Lee sada w)as 4 Leas shall terminate sixty (60) days following the time of suchPremises Total Destruction, whether or not do damage or destruction to a by a negtlgont Or willful act of Lessee. In rho event. however, that the damage or destnsrd(on was calmed by Lessee. Lessor Shan have the right le recover Lassoes damages from Lessee except as released and waived M Paragraph 9.7. 9.5 Damage Near end of Tern at any time during the fest six (6) months of the term of this Lease there is damage tor which the coat to repair exceeds one months Base Rant, whether or not an insured Loss, Lessor may, el Lessor's opeon, terminate this Lease efteceve sixty (60) days (olrowing the dela of ocrorrenco ce such damage by giving written notice to Lessee of Lessor's ele0.an t0 do so vithin thirty (30) days aper the date or occurrence of such damage. Provided, however, U Lessee at that time has an exercisable cplion to extend this Lease or to purchase the Premises, then Lessee may preserve this tease by (a) exerasieg such option, and (b) providing Lasser with any shortage in insurance prorr_eds (or adequate assureece thereoq needed to make the rapers on or before the meter of (1) the date white! is ten (10) days attar Lessee's receipt of Lessors written nodes purporting to terminate this Lease, 01 (1) the day prior to 12* date upon which with option expires. If Leasee duty exercises Such option during such period and provides Lessor whin funds (or adequate assurance thereof) to cover any shortage In Insuran0e proceeds, Lessor shell. at Lessor's expense repair such damage as soon as reasonably (Xxm(ble and this (ease Mae benenue Ir. the force and enact. I) Lessee fails to exercise such option and provide such funds or assurance dudng such period. then This Lase shall terminate as of the dale sin forth in the tint sentence of this Paragraph 9 S. 9.6 Abatement of (tent; Lessee's Flemodiea, (a) In the event of (p Promtsos Partial Damage or (i) Hazardous Subtheme Condition for which Leasee is not legally responsible. the Base Rent, Common Area Opsra(ng Expenses and other charges, t any, payable by Imam hereunder for the period during which such damage or condition, its repair, rem.- dation or reStOration continues, shall be abated in proporyon Lo Ino degree to which Lessee's use of the Promises (a impaired, but not In excess of proceeds from Insurance required (0 be cabled under Paragraph 8.3(21). Except for abatement of Base Rent, Common Area Operating Expenses and other charges, it any, as aforesaid, all other obligations of Lessee hereunder Sh89 be pedomfed by Lessee. and Lessee shall have no claim against Lessor for any damage suffered ea - son of any such damage, destruction, repair, remedlal(m or restoration. , MULTI-TENAN r—GROSS J Ama1can 1ndtmtrial Real Estate Association 1998 Initiate: (b) k Lessor slue be o2eare o tees; a' Athlete the Premises aides tto provisions of zits Paragraph 9 and esti not ceneren;e, in a st:heartet: C nmererts way, the tepee: a restest= of the Per within ri,ety (20) days azar such obegagen shall 0WU9. Letres may, et atereme pia to the metre -tee, elect of auch repair a reetoret7on, give veitern rot' o to Lessor and to Cy Leedes of which Serene este a 1. ear ;mica a :.ens%s &t0*cn lc tem/nes tele Leen en a cf= ea less thee ably (60) eeya 1 9osts ; 4's :dig ce such fleece. If Lessee gives such cedes ee Lessor and suchlt n'ars end e;.. reg0af a -est {tee eet Sar ens . vet is :Wry (Meer. etsr :ax;=. a 0Ueh 1.^680, tea Lease spall terrin*C0 as M the dais Speeded in said meas. 2 Lass.:. ora '..Ser ;:-- -,9‘,09s the mime a rF"e :eior a the .-ar:esss wits is thirty (30) da19 ear :h4 reese t ^•f 31c1' row. ,RIs Leese shat) centime 10 `u t tees a-: "^.oa52:p' es used rn this Peragrapii 9:e snarl clear weber the unco•^c 1018* Rumor -etre c: the,'vepeatear. 69210* re -eared pare. a Y•s b3 ee-e :•"`.9 s-: at X)rf: 21 99a P79ra's94. wrhic*e"8 occurs ;era. g.T 7.ranar1*c1031 Subssame Conate01A ; a 1 -theaters SJbstenee Ca -talon mews. unless LesYe4 is (seer, (Repo, fir a dnrelee(I • :reteS qst :Lein ,`art Pail the irt•.esegalies sod rsrne1isrken Mersa ?Squired by Appeabls Requirements and Mb Leese atter: cements te tit force e.-4 effect. bei eutela .� 'ssscrs r:gina UM*" P(C291ap1 6.2(c) end Paragraph 13). Lessor may at Lessor's option either () arree92ale end reaellets such eiaxatCns Substh»a O ndethe, d wired. o sot: as r0eseaat;: eetretle at Lsasct 8 expense, In wh1Ut event this Lem arse cc.:arate is hit fares ars sears, or 51 2 tea ellinrst eoet o Oras, -ate sr4 eV:meea* 8211* 19.721 a Maeda twelve (12) Coes the then monthly Base Pent or S'.02,000 whichever is q:etree j!,.. '.9990)'w 0 0 v' (30) erre fth:1K 4-eici by :200.7 M *919y49dge 01 tna occurrence of throb Ha area's S„ ;*rtes Cone.ece of Leeson d vara terfir--trate x" s _sass as d the Cas ritzy (50) eels lalee a the date of such ratite k: th9 9.001 Lyssa eiScuts io Oro *ties octets of Lessor's Weldon le earnhata Res Lsea1- :seem was hy.,o the eget weft• ren !10) days alter the receipt or such n0609 x give wham *1880 to Lasso: of Lassoo'* ccrer4'neM ie rex: forts exosac teeth :' fa) inr•ette)dor a.Y (9900Q5J09 of rush Nexa'dous Su0stance Condition to the extern required by Ao9Jabie Ragerkemet*S. over 901 80 99903 -9 e999: lc 97,Y0 (12) Ines i%J 3199 matter Bose Rare r : a"0.00G, whichever is wreaths'. Lessee Eta prpvide Lasser vett 108,U1-49 :0111914 e'.esssv ^r ao'sfi.Cc- assu v -A thereof ssehit miry (so) drys fa,or+ro aatd oonueetnent by Lessee. in suds event 91. Leese shat oor:ance ir. flA1 S 893 sed erect and r.ssso- sear: 2-1- 11110812. 5 audit rrvse3tgston e.•'1 terms* 'i 95 5210n as rsatata ely pessibse ater the r0Ctied 10(795 vs eyelet/2. if 193392 dews '•o: t ve :epee 21001 See =eke the :9130990 funds or asareaxa thereof we.nin the time weed speciSe11 aboro, tMs Le=e shalt terminate as of the ears spsd:oe t Lessee; re*o 0' e- imaon. Tsrr:nation-Ad:ancs Poymsaa.::rr lamination of this Leese 911suant to this Parayrepn 9, L9ss0r shall rs +r, to Lassr_e any 9:19901.19 e y crus : made by Lessen to Lessor and so muco, M f essay's Secu*Ity Deposit as has rat bean, or is nattier' :equiredd to be. used by Lessor under the terms arras Lease. 2.9 Waiver of Scare trzs. Losses e.-4 Los2e agree that the terms of 11113 Lease shall goven the alfa; 9i Rey eareage to or dea1xticn a the Prs- tsys ape the &since with respaa b ties ,err,* a:ior, of 1'113 Lease grid hereby waive the proeispns of any present or borne 801010 n she eater it is Incors'a*en* Tee ret1. tensed Property Taxes. 10.1 Payment of Taxes. Lessor shall pay the resat Piepery Taxes, as defined in Paragraph 102(x), appdiable to the Industrial Ce20.9, and 8r r as ele- eeethe provWad lr, Paragraph 10.3, any Icoressos Its errob amounts over the Base Real Property Taxes shall be included in the cancrta rid Comma, Alae Operating Expenses In accordance with the provisions of Paragraph 4.2. 10.2 Raaf Properly Tax Definitlors. (a) As used herein, the 10on 'Real Property Taxis" shell include any torn et real estate taxa assessment, general, specie). adJ.'wy or setae -di - eery, vv any lcense fee, commercial rental tax. improverre tt borxl or bonds, levy o: ax (other than inheritance, personal frixner ee estate taxes) 15posed anon da inalstrial Center by any authodry holes the area or Lldiraa power o tax,'including any city, state or federal government, a any school. egrfa ?*tura?. sanacy, tire, tiler, drainage. or other improvement dstrlrt hereof. levied against any legal of equitable interest of Lessor in the Indusuk! Center or any portion hereof. t�soes tight to rens a otter Income therefrom, erelice Lessor's business o, leasing the Premises. The term -Real Property Taxes" shell also include any 0101, fee, levy, assessment or ctw9., er any tem -ease therein, imposed by reason -of events *rearing. or Cmflges 91 Applicable Law aking ellen. arena the Ant ales Lease, a de:erg but net limited re a cearge In the cwnarsh(p of the Industrial Center or in the improvemers hereon, the execution of this Luise. 81 any r..o a - ext, funendrn0M or transfer Memel, and wtwher or not comernpealod by One Parties. (b) As used herein, the term "Base Real Property Taxes' shall be the amount of Real Propene Taxes, which are assessed sgaitbt the Prelnses, 9:siding or Common Areas in the calendar year during which the Lease 19 executed. In raoueafing Real Pr rty Taxes for any calendar year, the Real Props" Taxes to any rear os'ate tax year shalt be included in the ca e:Melon of Real Propene/ Taxes roc such calender year based upon the numb•r d days white seal calendar year and as year have In common. 10.3 Additional improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tsar 8588280:0 records a1H work arses as being caused by additional improvements placed upon the Industrial Center by other lessees or by Lessor for the ex8tus)ve element of such elm tassees. Nobdfhsarndang Paagra, a 10.1 eereof...assoe shall.however, pay :o Lessor at 718 time Comecon Area Operating Expenses ars payable under Paragraph 42, the enemy of any increase In Real Property Taxes if assessed solely by reason of Ahem1ors. Trade Frxtires cr U1UIy f:atailahcns pieced upon the Premises by Lessee oral Lessee's request 10.4 Joint Assessment. It the Bu3Wng Is ser separately assessed, Real Property Taxes allocated to the Bending shall be an equitable proportion of the Real Property Taxes for all of the lard 850 Improvements lecl dud within the lax pastel assessed. such proportion :o be eele:mined by Lessor from the fsspe0.e valuators assigned In the assessors wet aeeres a such other Intamation as maybe reasonably available. Lessors reasonable detennlralco thereof, in good :.et., ehali be oonciuSive. 50.5 Lessee's Property Taxes. Lessee shall pay prior io delinquency alt taxes assessed against and levied upon Lessee -Owned AGwa eras and Wee *001 Ha knis, Track, Fodrres, furnishers, equipment and all persona: properly of Lessee contained in the Premises a sexed within the Srduaeiat Center. When pease le, Lessee seal cause its Lessee -Owned Alterations and Utility installations, Trade Rxtures, tunllsterms, equipment and ail otter personal prepare/ to be assessed and breed separately from the real property of Lessor. if any re Lessee's said property chaU be assessed with Lessors real property, Lessee sear; pay Lassa the taxes attributable to Lessee's property within ten (10) days after receipt of a written atelemem seeing fade the taxes applicable to Lessee's prepare/. 11. Uri ales. Lessee shall pay deadly for en utfsieS and services supplied tote Premises, ledudirg but sot I!mile to ale: Ecity tWWept:one. se. ;.•rtes. res a.e cashing of the Premises, IOge6:w with any taxes thereon. It any such wellies or services eta not separately metered to the Premises .^r separately bald et tee Paseeses, Lessee steal pay to Lessor a reas0lfa ale prcporden to be delemnaned by Lassa M all such charges piney metered or Med with otter ceruses ie. ten 10rllding, in the manner and within he time periods set lath in Paragraph 42(1)). 12. Assignment and Subt0fing. 12.1 Lessor's Consent Required. (a) Lessee shalt not vo:urai4y a ere aeration of law assign, tans*, mortgage or otherwise transfer or encumber (collectively. '2ss01 c: sublet as' or any par, of Lessee's interest in this Lease or in the Promises without Lessors prior written consent given under and subject to the terns of Pa agrapb 30. b)ageinthe Lessee nte an asssignmert requiring Lessor's consent. The transfer. en a wmuales b8"is•orwenyfive per - ala (251) (bma0 thevotingcontrol of Lessee shall constitute a crange in c00ael for this purpose. (c) The involverksst a Lessee or its awes In any transaction, or series of trensaraione (by vay of merge:. sale, acquista a, tkte77dng, ra*marc403. *ranee, leveraged buyout or oh0rwise), whether or note format assignment or hypothecation of this Lease or Lessee's 585012 OCCur8, whkg1 resi*"1 awl! rest^ in a sdtreeen of the Net Worth of Lessee, as hoteLwher defined, by an amount equal to or greater than twererthe percent (25%) of seal Nei W0.19 cr L99393 23 a was freely -earned to Lessor et the time M tel execution and delivery of this Lease or este time of rho mase recent assi,1nment to welch Lesa=B has dorsamed..r as it 0x375 lmmeduraly plor to s:i0 transae'1a0 08 aansacdone constituting such reduction, al whichever time. said Net Worth o1 Lasses was or Is Frasier, x185 be onside:ed an assignment of this Lease by Lassea W which Lessee may reasonably withhold Ys consent. "flet Worth of Lessee" for perposes d.' this (.eine ski et bre net worth of Lasses (excluding any Gee:enaral established under generally amocun919 pltndeles oonsaatenty.applied. (d) An e;s gement or subletting o; Leesse'S Interest an this Lease without Leesor'5 spedtk prior written consent a oall, u Lessor's optioe. be a Near:t o. 8210 attar notice per Pan9rgh 13.1, or s non -curable Breach without the necessity of any notice and grana petted. If Leases elects to beat sheet ur=nseried s ess:;nmant o su0ietting as a non -curable fiersc :. Leese: alae have tiro right so either. (0 terminate this Leese, a (0) upon th1ty (30) days' vi ats1 ro 2* (-tassel'. '3 Notice.). Increase the morN'y Base Peen, for the Premises to to gnu -en of the then lair'ma1•at rentl value of the Prerp*ea, as rea1KAb:y :ate• mt'hed by Losses, er one metered ten p9ceni (1:041,) el to Ease Rent then in ell ea PEn1ary daamuntr3on d the new fair market farad vets, c deemed be Least., Lessee Shan pay the amourn set, fort in Lessor's Reece, with any cv4 payrter9 oledited against the next lOslagmenl(s) of Bese Rent =range:ie. 384 s -e underpayment for the period rettoacr)v0w to the effective date of the adjustment being she and pe yele immediately upon the determination them. reenter. k tree avert Mauch Bence and rental a0(90ment, () Sara purchase price of any option to purchase the Premises held by Lessee shad be Keo'*: es, similar sd);st ;:sere ec the then tart mantet value as rassemably determined by Lessor (without the Lease being considered an enwmaxande or any deduction for deproda:ioo o otsds)- mai, and axiside1rg the Promise; et is highest and best use and in good 0onditlon) or one hundred ten pa,'cont (1104:) M the pits prevaatrsiy is affect () e-1. 1 4thho.'iMad meat or Mee adjustment tOu-s,'la6 80020)ned In this Lease shall be gusted to require that Ota base lndox be d819mtn8d'Ai'J: reference te the index applicable to the time 9f each adjustment and 96) ere fixed rental ad'a5t'neots 32heeursd during the remainder of t5 1223412 n *ha bs le70ased same rade es the new tetra) bears t0 the 383e gent in effect immedlately prior to Les ad)ustrnetY:epeereed in Lessors Notice. (e) Lessee's remedy for any legaeh of 11118 Pareereph 12.1 by Lessor shall be limited se compensatory dare -ape amdta injunctive rales. 122 Tams said Cars tiate Applicable to Assignment and Subletting. (a) Regardless of Leeeseee consent any assigynent ee subr4G)0g Shat 7702 (i) be ede flue 20)5001 the *mess linen assn npticn by such *53'!as r veaesess se the obegatfons M Lwees under t(ie Lease, (9) release Lessee of ams obeg85o+s hereunder, ear (ili) alter the primary Sab9ty of Lessee for Cm r,;::- * Etas. Re and atter sums cue Lessor `a erether or for the p9ri01narr9 0,? any other otx;getions tO be performed by Lessee "min his tear. (o) Lesser tray accea arty- rent c peexemer.ce of Lessee's o83*809s item try ,:?mien *MEC ti's?.: :mese yeree Y apacrt' 081139" . •v s 9- CAV9709. fie1L0ar a delsy le the spyrovai a deappreval of such a58lgem0n1 ea the sewage= 0l any car le per:? nee s':&: a.'3tkvt9 a we've? ire esteem 'JC Lessers rigtt)io exercise its remedies for the Default of Smash by Lessee of any M the toms, cov09a'n1 or rone:Sate Mads :ease. (c) The =sent of Lessor to any care nail x sublstt±ng shell not c0,'7Stiette.¢ =seen to any subsaque nt a.e4nment 2r suael 8.3 ltre Lsasaia any subsequent or =Meet.* assign:merr, a au2iettfng by the 533/9090 a sublessee. li*weve , Lessor may oorsent to satsaysent subt0wrra ant! 8seigal s-'0 est the stlbi3838 a try amendments or mods) 311 as there're without notifying Lessee or anyone ethe Sebes ardor ihs Lvaxfo a Sha tub:ease and whh:hSobretti-e Their consent, and such action shall not relieve such persons from liability under 6115 Lease or the subleasa. MULTI -TENANT -GROSS t -GROSS Sn)tials: / (d) in the ovum of any Default or Broach of Lessee's obligation under Wet—ease, Lessor may proceed directly against Lessee, any Guarantors Or any- one else rosponsibte for the performance of the Lessee's obligations under this Lease, tndudkg any sublessee, wldwut first exhausting Lessor's remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subletting shalt be In writing, accompanied by information relevant 10 Lessor's determination es to the financial and operational responstbely and appropriateness el the proposed assignee or sublessee, Including but not limited to the Wooded use and/or required modfication 0f the Premises. U any, together with a non•rofundable deposit of $1.000 or ton percanl (1O%) of the monthly Base Rent applicable to me portion o1 the Promises which is the sub)ect of the proposed assignment or subbase, whichever Is greater, es reasonable consideration for Lossees considering and pro- cessing the request for consent. Lessee agrees to provWe Lessor with such otter or additional Information and/or documentation as may be reasonably requested by Lessor. (g Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering Into such sublease, be deemed, for the benefit of Lessor. to have assumed and agreed to conform and complyy with each and every term. oovenent condition and obegadon herein to be observed or per- formed by Lessee during the tem/ of said assignment or sublease, other Nan such obegaeoro as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented in writing. (0) The oceurrerce of a transaction described In Paragraph 12.2(e) shell give Lessor the right (tut not the obligation) to require that the Security Deposit be Increased by an amount equal to six (6) times the Then Monthly Base Rent. and Lessor may make the actual receipt by Lessor of the Secedes Deposit Increase a condition to Lessor's consent to such transaction. (h) Lessor, as a condition to giving Its consent to any assignment or subletting, may require that the amount and adjustment schedule of the rent payable under this Lease be adjusted to what is then the market value andlor adjustment schedule for property similar to the Premises as then constituted, as determined by Lessor. 12.3 Addfdonst Terms and Conditions Applicable to Subletting. The following terms end conditions shalt apply to any subletting by Lessee o1 all or any part of Me Premises and shag be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest In all renals and income arising koro any sublease of ell or a portion of the Promisee heretolore or hereafter made by Lessee, and Lessor may collect such rent and ktcomo and apply same toward Lessee's obligations under gds (.ease; prove:fed, however, that until a Breach (as defined In Paragraph 13.1) shall occur In the performance of Lessee's obligations under this Lease, Leasee may, except m o0ere(se ovided in this Lease. receive, collect and enjoy the rents accruing under such sublease. Lessor shall nm, by lesson of she lorogo!ng Wadden or any other ass nment of such sublease to Lessor, nor by reason d the collection of the tarot from a sublessee, be deemed Pablo to the sublessee for any ialhre 01 Lessee to orm and comply with any of Lessee's obligations to such sublessee under such Sublease. Lessee hereby Irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor slating that a Breach exists In the porformance of Lessee's obligations under this lease, to pay to Lessor the rents and other Cerges due and to become duo under the sublease. Sub!assee shalt rely upon any such statement and request from Lessor and shell pay Duch rents and other charges to Lessor without any obligation or dght to Inquire as to whether such Breach extents and notwithstanding any notice from or claim from Lessee to the contrary. Lessee shall have no right or claim against such sublessee, or, until the Broach has been cured. against Lessor, for any such rents and other charges so paid by said sublessee to Lessor. (b) In the event of a Breads by Lessee in the performance of ite obligations under this Lease, lessor, at its option and without any obligation to do so, may require any sublessee to attom to Lessor, in which event lessor shall undertake the obligations of the subieseor under such sublease from the ease of are exerrese oI said option to the expiradon of such sublease; provded, however, Lessor shall not bo ruble for any prepaid rents or security deposit paid by such suer lessee to such wider.sor or for any other prior defaults or breaches of such sublessor under such sublease. (c) Any matter or thing requiring the consent of the sublessor under a sublease shall also require the consent of Lessor herein. (d) No sublessee under a sublease approved by Lessor shah further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) teaser shall deliver a Dopy of any notice of Default or Breech by Lessee to the sublessee, who shall have the right to are the Default of Leseee within the grace period, i1 any, specified in such notice. The sublessee shaft have a right of reimbursement and offset from and against Leasee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. Lessor and Lessen agree Ural if an attorney is oonou ted by Lessor in connection with a Lessee Default or limpet: (as hereinafter defined), 5350.00 hs a reasonable minimum sum per such ocamence for legal services and costa In the preparation and service of a notice of Default. and that Lessor may include the cost of such services and costs In said notice as rem due and payable to cure said default. A "Default" by Lesson Is donned as a failure by Lessee to observe, comply with or perform any of the forma, covenants, conditions or rules applicable to Lessee under this tease. A "Breach" by Lessee a defined as the ooamence of any ono or more of the following Defaults, and, where a grace period for cure after notice is specified herein. the failure Leasee 10 are such Delaudt prior to the expiration of he applicable grace period, and shell entitle Lessor to pursue die remedios sot forth In Paragraphs 13.2 endfor 13.3: (a) The vacating of the Premises without the intention to reoccupy same, or the abandonment of the Premises. (b) Except as expressly otherwsse provided In ihts Loaso, the tenure by Lesser to make any payment of Base Rent, lessee's Share of Common Area Operating Expenses, or any other monetary payment required to bo made by Lassoo hereunder as and when due, the failure by Lessee to provide Lessor with reasonable evidence of insurance or surety bowl required under this Lease, or 11e lame of Lessee to tulNl any obligation under this Lease which endangers or threatens Ole or property, where such failure continuos for a petted of three (3) days following written notice thereof by or on behalf of lessor to lessee. (c) Except as expressly otherMo provided In this Lease, the failure by Lessen to provide Lessor with reasonable written evdenoe n duty exccutod original toren, d applicable) of (p compliance with Applicable Requirements per Paragraph 6.3, (I)) the Inspection, malnlonanoo and service contracts required under Paragraph 7.1(10), (0) the resclsdon o1 an unauthorized assignment or subletting per Paragmph 12.1, (iv) a Tenancy Statement per Paragraphs 16 or 37. (v) the subordination or non.ubordinadon of this Lease per Paragraph 30, (vt) the guaranty of the performance of Lessee's obligations under Ids Lease II required under Paragraphs 1.11 and 37, (vft) the execution of any document requested under Paragraph 42 (easements), or (vet) any other documentation or InformatIon which Lessor may reasonably require of Lessee under the terms of this tease, where any such failure continues for a period of ten (10) days following wdr..an notice by or on behan d Lessor to Lessee. (d) A Default by Lasses as to the terms, covenants, conditions or provisions o1 this Lease. or of the rules adopted under Paragraph 40 hereof that the to be observed, complied with or performed by Lessee, other than pogo described In Subperagrephs 13.1(e), (b) or (c), sleeve, where such Default continues for a period of thirty (30) days after written notice 1110(001 by or on What/ of Lessor to Lessee; provided, however, that if the nature of Lessee's Default is such that more than thirty (30) days are reasonably required for its cure. then it shall not be deemed to be a Breach of this Lease by Lessee if Lessee commences auch are with- in said Deny (30) day p ciiod and thereafter diligently prosecutes such cure to completion. (o) The ocarranca of any of the folloMng events: (q the making by Lessee of any general arrangement or assignment for the benefit of uonitors: @i) Lessee's becoming a 'debtor" as defined In 11 U.S. Code Section 101 or any successor stable thereto (unless, in Uw case of a petition flied snaked Losseo, the same is dismissed within sixty (80) days); (B) the appointment of a trustee or rerelver to take possession of substantially all of Lcssoo's assets located at hs Premises or of Lessee's Interact M this Lease, where possession Is not restored to Lessee within thirty (30) days: or (Ie) the attachment execution or other judicial seizure of substantially alt of Lessee's assets located at he Premises or of Lessee's interest In 1h!s Lease, where such seizure is not 01588519001)110)1 thirty (30) days; provided, however. In the event that any provision o1 this Subparagraph 13.1(e) Is contrary to any applicable law, such proteslan shat ria of no force or effect. end shag not affect the validity of the remaining provisions. (I) The discovery by Lessor hat any financial statement of Lessee or of any Guarantor, given to Lessor by Lessee or any Guarantor. was materially false. (g) If the performance of Lessee's obtgationa under this Lease Is guaranteed: (i) the death of a Guarantor. el) No termination of a Guarantor's liability with respect to this Lease other than in aae:dance with the terms of such guaranty, (tin a Guarantor's becoming knsotvent or the subject of e bankruptcy fierg, (fv) a Guarantors refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligation on en anticipatory breach basis, and Lessee's falure, within sixty (60) days following written notice by or on bohall of Lessor to Lessee of any such event, to provide Lessor with written attemMtve assurances of security, which. when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Ouaramone that existed at the time of execution ethos Lease. 13.2 Remedies. If Lessee fails to perform any affirmative duty or obligation of 165350 under this Lease, within ten (10) days after written mess to Lessee (or In case of en emergency. without notice), lessor may et its option (but without obligation to do so), perform such duty or Wegaton on Lessee's behalf. Including but not 'kneed to the otdalnig of reasonably (Nuked bonds. Insurance policies, or governmental IFensos. permits or approvals. The costs and expenses of any such performance by Lesser shaft be due and payabte by Lessee to Lessor upon invoice therefor. U any deck glven to Lessor by Lessee shall not be honored by the bank upon which It is drawn. Lessor, at Its own cp$on, may roquire all future payments to bo made under this Lease by lessee to be made only by casteoes check. In the event of a Breech of this Lease by Lessee (as defined In Paragraph 13.1), sol h or without hurter notice or demand. and without limiting Lessor in the exercise 01 any right or remedy which Lassor may have by rsason of such Breath, Lessor may: (a) Terminate 1855004 right o possession of the Premises by any lawful means. In which case this Lease and the temp hereof shall terminate and Lessee shaft immediately surrender possession of the Promisee to Lessor. In such event lessor shall bo entitled to recover from Lessee: (1) the worth at the time of the award ce the unpaid rant width had been eamed at the time of termination; (ti) the worth at the time of award 01 the amount by which the unpaid rent which would have been earned after termination until the Ume of award exceeds (ho antonm of such rental loss that the Lessee proves could have been reasonably avoided; (n) ho worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could bo reasonably avoided; and (iv) any oder amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform Its obligations udder this Lease or which M the ordinary course of things would be Irately to result therefrom, includirq but not limited to the cost 01 recovering possession of the Premises, expenses at relaetng, including necessary renovation and alteration of the Premises, reasonable attorneys' lees, and that portion of any leasing comrtdssbn pafd by Lessor In connection with this Lease applicable to the unexpired tam of this Lease. The wenn at the time of award of he amount referred to In provision 11) of the Immcdlatdly preceding sontence shall bo computed by dlaceuming such amount al the dis- count rate of the Federal Reserve Bahr of San Francisco or the Federal Reserve Bank Dlab lit In which the Premier., are located at the time of award plus one percent (114). Edens by Lessor to mitigate damages caused by Lessee's Default or Breach o1 tide Lease shall not waive Lessor's doh( to recover damages under this Paragraph 132. I1 termination of Ods Lease is obtained through the provlsienar remedy of unlawful detainer. Lessor shall have the right to recover In such pro• MULTSTENANT—GROSS deAmerican Industrial Real Estate Assoc•'ation 1993 wets: /v L2- coaling Pe unpaid rent and damages a8 are rec0verabo therein, or Lessor may reserve the dgin to :saver &t any pa: ?hereof In a rewrote stat for such rent and/or damages. II a metas and grace period reeuued under Subparagraph 13.1(b). (0) or (d) was not previously h oo. a nonce to pay rout or quit or to perform a Wit, as the case may be. given to Lessee under' any statute authorizing the fodekere of teases ice t eiretful dpairer the a'so p:Sttree the awl/cable notice fv. ' 1aoo pert* purposes regtlrod b, Suttparegraph 13.1(b), c) a (d). In such cue, the app&abts prize oe•gd soder the untawart detainer snare shall nssnar- tenfly ati0r the one Such thearrsry meat end the fa)ture of Lessee tocurethe Default within the grata of the two !2f such grans peeods shall caseate bah an unlawful detainer and a Breach of this Lease entithsg Lessor to the remedies provided for In this lease ant✓or by sae' sututs. (b) COndnue the Lease and Lessee's right to possession to elle t gn Ca Ornla under Caceres Gera Cada Section 1.951,4! *;tar Lithe* s Breach endbecomesrecover tie rent as It becomes due. provided Leasee has the right 10 sub)at cr fasten. aub)0rx orj• l0 teascb;tee 3 r.Ratio s. Leos:. and Lessee avec than the sed - talons an assiee,rearh: and sutla;te% lr this Lease ere teasoeat:a. Ars a7 matreeeao a *;mart -0v% seam to rola the Premises. 27 the eppoteener, of ; receiver to protect the Lessor's Intense: under fhb Lease, shalt not conabbAu a:ermtna:ion el the Lessees cele pessass1;. (c) Pursue any other remedy new o hereafter available to Lessor urea' the taws ceJWidat dodatxte of theaters the/menthe Premises aro taxied. (d) The expxaoon or termleafion of this Lease and/or the terminatio:, o! Lessee's dent to mon shag not rsaeve Lessee from nablety under any indemnity 0rovisbna of this Lease as re melees occurring a accruing cuing the term hereof or by rersr.. of Lessee's ooCcosxy of the Premises. 13.3 inducement Recapture 1h Event of Breach. Any agreement by Lector 1a free or abated :en: or Utter c'arges exetzebra Se the Promises, a.r he the teeing or pa(ins by Lesser to *n or Lessee of any cat or other boat. inducement or ax'skisralcn ter Lessee's at:arfng lore this Leen. ad c1 War* conoemiorta sea hereathet referrers to as "L-rrkreement Provisions" shall be awned oenddined upon Lessee's fa" and 1ah1hr1 performance of all or the tarn*, co,•erarg and cond:itoa of Lha Lease to be eartened or observed by Leasee dont* tete term hereof as the ler710 may ba eatana:sf Upon the otmrence of a Breach res defined M Paragraph r3.'; of tie Leas, by Lessee, any such Inducement Provision shell aestorear be deemed delete= `^.'r•• des Lease and of no further face or area. and any rent other charge, *onus, trdveeme:a or conateera1icn threetefore abated. ;her : rid by Lassa under web se Inducement Provis18 s sire be Imnedrstety dura and payable by Lessee b Losse. and recovecabfe by Lessor, es aicebp:W rest: due smear this Uwe. notwthrth ting arty 1WSequa 5 one N. maid Breach by Lessee. The acceptance by Lasso of rent or the cure d IM Bteaah wither initiated the *paragon of ;:rte Paragraph 13.3 Nae not be deemed a waiver by Lessor of the provisions °, las Paragraph 13.3 unless spoCAcally so /rated in ter/ring by Les3or of the dms dutch eper 2nca, 13.4 Lata Charges. Lathe hereby ecrnowtedges that late payment by Lessee to Lassa d -en: and Ow errs rite he:sun'„ar wi8 08use Lessor t* ince costs net otenempla:ed by this Lease. Me exact amount o1 which wilt be extneney cthee lt M asoats*. Such costo Indeds. but are not embed to. procsaerm and aero nl , *tangos, and late charges which may be Imposed upon Lessor by the rem* of ray gar* tease. marg. o- dead of trustee:wing the Promisee. Accord y. U any Installment of rent a cher sum due from Lessee shag r.ot be received by Lessor or Le;eee2 designs within ten (10) days ictal sten amount shell be iMn, without any requirement to notice fo Lessee, Lessee shall pay to Lessor a fate charge squat t.7 sec percent (6%) of such overdue amount. The parses hereby agree that aueh late charge represents a fan and reasonable 'estimate of the costs Lessor will incur by reason of foes payment by leasee. Acceptance of Such tato charge by Lessor shalt in no event constitute a waiver of Lessee's Default or Breach w'tn respect re such overdue amount nor prevent Less* from exercising any of the other rights and remed+es planted hereunder. In the weal that a late dirge b .payable hereunder• whether or not corrected. for three (3) conseauthe instalments of Base Rent. Nen notwithstanding Paragraph 4.1 or any other en:Meson of ilk Lease 10 the contrary, Base RBM shad, at Lessons option, become duo and payable quarterly In advance. 13.5 Breach by Lesser. Lsssashall not be deemed in broach of lits Lease unless Lessor 53rhs within a reasoeabfa time to pQAOmt art obligation required o be performed by Lessor. For purposes of this Paragraph 13.5, a reasonable tkne *hall in no event be lest than thirty (30) days Wier receipt by Lasser, and by thy Lender(8) whose name end address shad have been furnished to Lessee in writing fa such prepese. of written notes Lessor has not teen penonned; provided, however, that O the nature of Lassoesafter such tech non ceax obla oman d required foe hs porfomanoe, Nen Lessor shad not be In breech d MB Lease if s sten Nat ncedtw to such t days day er notice are reasonably &f- erney pursued to completion. performance >s Commenced within tech tte�l (30) day period and thereafter ms - 14. Condemnation. It the Premises or any portionen there*! are takunder the potter of eminent domain or aoie:Inderthe threat o! the exercise at sad power (aO of which ere herein called soondemnalton this Lease Shan terminate as to Uto pan so taken as of too date the condemning ning wAlmrity takes mils or possession, whichever hest Doane. If more than ten percent (10X,) of the floor area oh the Po mtaos. or mare than ,wormy he percent (25%) of the portion of the Commit Area designated for lessee's parking. Is taken oy oond0mnaton. Lessee may. ad lessee's option to be there -sod in wrong widen ton (10) days alter Lessor shaft have given Lessee written no5ca of such taking (or in the absence of such notice. within ten (10) days alter 0* wade= wring autforhystof have taken possession) lemma* this Lease as of the date the condemning authority takes such possession. If Lessee does not tureen** Nis Lasa M. acwcdanc* with the faeg ng, this Lease shall remain In full force and effect as to the portion d the Premises remaining, except that the Beta Rent *tag be reduced In the :sine properll n as the rentable floor area of the Premises taken bean to the total rentable floor area of the Premises- No reduel n of gale ROntahat er'r'or if **condemnation does no apply o any porton of the Premises. Any sward for the teethe of all or any part of the Promises under the power at orr1nsre domain or any payment made under threat of the exercise of such power shall be she property of Lessor, whether such award Chad be made as cornporsason for diminution of value of the oaehold or ler the taking of the fee, oras severance damages; provided, however, that Lessee shad be earthed to any compensation, separately awarded to Lessee for Lessee's relocation expenses and/or loss of Lessee's Trade Futures. In the event that this Lease Isnot amenated by reason of such condemnation, Lessor shad to the axtem of las net severance damages received, over and above Lessee's Share of the legal and other expenses incurred by tessorut the condemnation mat. te, repair any damnge Io the Prom; es caused by such condemnation authority. Lessee shad be rosponsbeelorthe payment of any amount in excess of suet net severance damages required to compete such repair. 16. Brokers' Fees. 15.1 Procuring Cause. The Brokers) named In Paragraph 1.10 is/are theprowting cause of leis Lease. 152 Additional Terme. Unless Lessor and Broker(S) have olhetwlse agreed in writing, Lessor agrees than (a) If Lessss mroresas any Option as defined In Paragraph 39.1) granted under tee L0500 or any Option subsequently granted. pr (b) t Lessee acquires any right to to Promises or other promises in which tall r has an Interest, st, or (c) if Lessee remains in possession of mho Prerrdsos web the consent of .Lesser after the expiration ot.Ne term et this Lease after having Option, or (d) it said Brokers are the preening cause of any other lease aside entered into between O* Pontestfere0 tnin to the Premises a adjacent property In which an by and/or to am of said transactions, Lessorls hal s y saks Oro, o (e)M Baso Rom is i ceo with the whether 32saidBragreement or operatic* of an el thee or t Corso eon of this Lease- Psi' ea(s) a Lao in accedence -with the echedal of said grokr(a) trh *mise M No dme of the ezoctpon of • 15.3 Assumption of Obligations. Any buyer or Iranslaree of Lector's hneresf In Ns Lease, whether seal transfer Is by agroomant o by opwabon of lav, OW be deemed to have assumed Lessor's obtga10n under les Paragraph 15. Each Broke shall be an hfandod Nhd party beneficiary o1 the provisions of .Paragraph 1.10 and of des Paragraph 15 to the extant of Its Interest in any commission arising from this Lease end may ordones ghat riere dreary against Lessor and its successors. 15.4 Representations and Wmtaritlea. Lessee and Lessor each represeM and warrant t0 the of hr that 11 has had no dee/Ings with any perm°. hen, bro- ker or ender other than as named kh Paragraph 1.10(8) In connection with the negotiation of this Losse ander the cor0rnmabm of aro transaction Contemplated hereby, and that no broker or other person, firm a entity other than said named Broker(s) s entitled:* any wamrdasbn afind0; s fee *connection with said trans- act(on Lessee and Lessor do each hereby agree to Indemnify, protect, defend and holt the omen harries from and again= 6abilky her compensation or charges which may be claimed by any such unnamed broker, hinder or other similar poly by reason of an/ deasngs a actions of the indemnifying Part: Including any costs, expenses, and/* attorneys' fees reasonably inured with respect thereto. 16. Tenancy and Financial Statements. 16.1 Tenancy Statement. Each Party (as "Responding Party") shall within ten (10) days after written no5ca from the Ower Party (the "Requesting Party") execute. acenowledge and deliver to the Requesting Party a statement in w08ng in a form sianUar to the then most cerron1 'Tenucy Sedement" form publkshed by the American Industrial Real Estate Association. plus such additional hAofmaltore confena'on andbr st310menta as nay be reasonably requested by the Roqu00ng Party. 16.2 Flnenclaf Statement If Lessor desires to finance, reliance. a seg the Promise or1h0 Bulldog, a pan thereof, Lessee and alt Guarantors shall deriver to any potemfat lender a ssor purchaser designated by Lesuch 1nanclei statement of Lessee and uch wsntws 88 may be reasonably required by such tender or purchaser, including but not limited ro Losaoe's rmanciai statements for the past three (3) years. All such *sandal statements shall be reoebed by Lasser and such lender or purchaser in confidence and shad be used only for the burnouts hare* set rasa 17. Lessor's liability. The term "lessor' as used herein shad mean the order or owners at the thea to question of the feet oto the premises. In the event of a transfer of Lessons tide or interest in the Premises or in Nes Lease, Lessor shall delver to the transferee a assignee (ts cash a by matt) an/ unused Secure/ Deposit hold by Lessor at the time of such tranaer or assignment. Except as provided In Paragraph 153, upon such transfer or assignment and dethory of the Security Deposit as afoesetdt the prior Lessor shall be relieved of all fa iety with respc;t be the Wgettona any* covenants ureter this Lease thereafter to bo performed M the Lessor. Subject to the ongoing. the obligations angor covenant Ln Nis Lease to be p011005ed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent imisseettion snail in no way affect the validity of any other provision hereof. 19. Interest on Past -Due Obi(getions. My monetary payment due Lessor hereunder. otter than Ia'erest from the thee due at the prime rale thereat6ay:barges, not received by Lessor vet* ten (10) days tollow- Premishises are leaded plus four p0date on which it was ercent (4%) per. shall boar t annum, art nmol exceeding 15.9 ntwimum rah ala lowed by Itm, In Raeder; Cu the phe towel gate charteo ade) Isle chabank in ltie rge sprovlded felwhlehl ie Paragraph 13.4, 20. T ima of Essence. lime is of the essence with respect to the performance of all obigaIlore o be sr/donned w observed by the Panes under this Lease 21. Rent Defined. All monetary obligations of Lessee to Lessor under the telae of this tease are deemed to be rent 22. No Prior or other Agreements; Broker Disclaimer. This Lease contains GA egreemente bewilkarl the Parts verth respect to any matter mentioned herein. and no otter prior or contemporaneous agreement or understanding *hail be affective. Lessor and Lessee each repoesonls and warrens to the Brokers that aha* made, and Is relying solely upon. Its own investigation as to the nature, qquafny, character and erandal rosponsk2ly tie the Wet Parry to this Lease and as le the nature, quality and character of No Premises. Brokers have no reSponsthiety wflh respect thereto or with respect to a -s• dat«7ut or town hereof by ether Party. Each Broker shall be an Intended third party beneficiary el the provisions of this Paragraph 22. MULTI -TENANT -GROSS C5 American Irduslriai Real Estate Association 1993 hiCiatc: C. C� 23. Notices. 23.1 Nonce Requirements, M notic.merequired or permitted by this Lease shag be In writing and may be delivered In person (by lend or by messenger or courier service)) or may be sent by regular, certified or registered mai or U.S, Poeta! Service Express Mall, with postage prepaid, or by facsimile transmission dur- ing normal business hours• and shall be deemed auficloney given it served Ina manner specified in title Paragraph 23. The addresses noted adjacent to a Party's signature en this Lease shall be that Party's address for delivery or malting of notice ea. Other Party may by written notice to the other specify a dltferent address for notice purposes, except that upon Lessee's taking possession of Ne Pr Ing or deity. the esll shall be Lessee's address for the purpose or mall• dna douses b Loewe. A copyyfr m ani a to time required or permitted y be given notice 1.0830f toLe hereunderunr shall be concurrently aansmltted b such parry a pantos at such addresses as Lessor may from time b tlmo hefertllor designate by written notice la Levee. 23.2 Date of Notice. Any nodce sent by registered or certhied moll, return receipt requested, shall be deemed given on the date of delivery shown On the receipt card, or if no delivery date is Shown, the postmark thereon. if sent by regular mail, the notice shall be deemed given forty-eight (48) hours otter the same is addressed a5 required herein and malted with postage prepaid. Notices delivered by United Stales expose Mai or overnight courier that guarantees next day delivery shalt be deemed given tvvontyfour (24) hours after delivery of the same to the United States Postal Service or courier. it any nonce a transmitted by fac- simile transmission or simiar means, the same shall be deemed served or delivered upon telephone or facatn1te confirmation of receipt of the transmission there- of, provided a copy is also delivered via delivery or mea. If notice is received on a Saturday ora Sunday ora legal holiday, it shall be deemed received on this next business day. 24, Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be dawned a waiver of any other term, covenant or eonditlon hereof, or of any subsequent Default or Breach by Lessee of the same or any other term. covenant or condition hereof. Lessor's consent to, or approval of, any such act shall not be deemed to rendunnecessary render unnesary the obtaining of Lessors consent to, or approval of, any subsequent or similar ad by Lessee. or bo construed as the basis of an estoppel to enforce the provision or provisions of This Laos° requiring such consent. Regardless of Lestefa knowledge o1 a Oefauh or Breech at the time of accepting rant, the acceptance of rent by Lessor shall not be a walvor of any Default or Breach by Lessee of afry provision hereof. My payment glvon Lessor by Lessee may be accepted by Lessor on eaount of moneys or damages due Lessor, notwithstanding any qualllyhg state- ments or Oondltlons made by Leasee In connection therewith, which such statements and/or condh:ons shall bo or no force or ellect whatsoever unless specie:airy agreed to In writing by Lessor at o1 Mem the arae of deposit al such payment. 25. Recording. Either Lessor or Lessee shall, upon request of ilio other, execute. acknowledge and deliver to the other a short form rnemorendum of tris Lease for recording purposes. Tho Party requesting recordation abaft be responsible for payment of any fees or taxes applicable thereto. 28. No RIgM To Holdover. Lessee las no right to retain possession of the Premises or any pan thereof beyond the expiration or earlier termination of figs Leaso. In the event that Lassoo holds over in violation of this Paragraph 28 then the Base Rent payable from and after the time of the expiration or earlier termination of this Lease Shall be Increased to Iwo tarndred percent (200%) of the Base Rent applicable during the month immcdlately preceding such expiration or earlier terms. nation. Nothing contained herein shalt be construed as a consent by Lessor to any heeding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with alt other remedies at law or in equity. 28. Covenants and Conditions. All provisions of this Lease to be observed or performei by Lessee are both covenants and comer-lions. 29. Binding Effect, Choice 011-0w- TMs Lease shell be binding upon the Ponies, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concealing this Lease shall be initiated in the county In which the Premises are located. 30. Subordination; Attommenh Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground tease, mortgage, dead of trust, or other hypoheoaaon or security device (collectively, "Security Device"), now or hereafter placed by Lasser upon the real property of which the Promises ere a port, to any and all advances made on the Security thereof, and to all renewals, medlrraeons, Consolidations, replacements and extensions thereof. Lessee agrees that the Lenders holding any such Security Device shall have no duty. iablity or obligation to perform any of the obligations of Lessor under this Lease, but that In the event of Lessor's default with respect to any such obligation, Lessee wee giro any Lender whose name and addrnss have been furnished Lessee In writing for such purpose notice of Lessor's default pursuant to Paragraph 13.5. If any Lender shell elect to have this Lease ander any Option granted hereby superior to the lien of es Security Device and shall give written notice thereof to Lessee, Ide9 Lease and such Options shall bo deemed prior to such Security Device. netwittstancng the relative dates of the documentation or recordation thereof. 30.2 Anomment. Subject to the non•dlslurbance provisions of Paragraph 30.3, lessee agrees to atom to a Lender Of any other party who acquires owner- ship of the Promises by reason or a foreclosure of a Security Device. and that In the event of such foreclosure, such new owner shall not: (1) be liable for any actor omisubn of any prior lessor or with respect to events oocumng prior to acquisition of owrterphlp, (f) be subject to any offsets or defenses which Lessee might have against any prior lessor, or (ill be bound by prepayment of more than one month's rent. 30.3 Hon-Disturbance. With respect to Security Devices entered Into by Lessor char th0 execution of this lease, Lessee's subordination of this Lease 02288 be subject to recehwng assurance (a 'non-disturbance agreement') from the Lender that Lessee's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and enema to the record owner of the Premises. 30.4 Self-Executing. The agreements contained In this Paragraph 30 shat be elective wither the oxecutlon of any funher documents; provided, however, that upon written request from Lessor ora Lander In connection with a sale, financing or refinancing of Promisee, leasee and Lessor shat execute such further writings as may be reasonably required to separately document any such subordination or non-subordination, attomtnent and/or nee-disturbance agreement as is provided for herein. 31. Attorneys' Foes. if any Party or Broker brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the Prevailing Patty (as here- after defined) In any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' lees. Such fees may be awarded in the same suit or recovered Inc separate suit, whether or not such action or proceeding is pursued to decision or judgment The term "Prevall19 Party" shall include. without lime Callon, a Parry or Broker who substantlafty obtains or defeats the relief sought, as the cele may be, whether by compromise, settlement, judgment, or the abandon- ment by the other Parry or &otter of lts claim or defense. Tho attorneys' lee award shall not be computed In accordance wish any court fee schedule, but shall be such as 10 hay reimburse all attorneys' fees reasonably incurred. Lessor shall be emitted to attorneys' fags, coats and expenses incurred In preparation end ser- vice of notices of Default and eortsultatlorts In connection therewith, whether or nota legal action is subsequently commenced In connection with such Default or resulting Breach. Broker(s) shall be Intended third party beneficiaries of this Paragraph 31. 32. Loaaor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to eater the Premises at any time, In the ease of an emer- gency, and otherwise at reasonable Times for the purpose of showing the same to prospective purchasers, lenders, or lessees, and making such alterations, repairs, Improvements or additions to the Promises or to the Building, as Lessor may reasonably deem necessary. Lessor may at any time place on or about the Premises or Building any ordeary'For Sale" signs and Lessor may at any time during the last one hundred eighty (180) days of the term hereof place on or about the Premise; any Winery 'For Lease' signs. All such activities of Lessor shad be without abatement of rent or liability to Lesson. 33. Auctions. Leeseo shall not conduct, nor permit to bo conducted, either voluntarily or involuntarily, any auction upon the Premises without tir51 having obtained Leseor'sydor written consent. Notwithstanding anything to the contrary in this Lease, Lessor shall not be obligated to exercise any standard of reasonableness in detormbmng whether to grant such consent. 34. Stgnl. Laterite shall not place any sign upon the exterior or the Premises or the &Meg, except that Lessee may, with Lassoes prior written consent. Insall (lin not on the roof) such signs as are reasonably required to advertise Cassels own business so tong as such stens are in a location designated by Lessor and comply with Applicable Requirements end the algnege criteria established for the Industrial Center by Lessor. The Installation of any sign on the NI/roses by or for Lessee shag be subject to the provisions o! Paragraph 7 (Maintenance, Repairs, Utility Installations, Trade Fixtures and Alterations). Unless otherwise expressly agreed herein, Lessor reserves all rights to the use of the root of the Buedng, and the rtghl to install advertising signs on the Building. Including the roof. welch do not unreasonably Interfere with the conduct of Lessee's business; Lessor shall be entitled to all revenues from such advertbing signs. 35. Termination; Margot. Unless spedllcally staled otherwise In waling by Lessor, the voluntary or other surrender of this Lease b1/ Lessee, the mutual termina- tion or cancellation hereof, ora termination hereof try Lessor for Breach by Lessee. shall automatically terminate any sublease or 2sser estate in the Premises: provided, however, Lessor shall, in the event of any such surrender, termination or cancellation. have the option to continue any one or all of any existing Suble- nanNos. Lessor's lathe within ten (10) days following any such event to make a written election to the ecrmary by written notice to the holder of any Suclh lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. (a) Except for Paragraph 33 hereof (Auctions) or as otherwise provided herein. wherever in Ues Lease the consent of a Paley is required o an act by a for the other Party, such consent shalt not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (Including but not imaed to archi• tette', attorneys', engineers' and other consultants' lees) Incurred M the conaideratfon of, or response to. a request by Lessee for any Lessor consent pertaining to til s Lease or the Promises, Includng but not limited to consents to an assignment a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee to Lessor upon receipt of an invoice and supporting documenlaaaon therefor. In addition to the deposit described In Paragraph 122(e), Lessor may. as a condition to considering any such request by lessee, require that Lessee deposit with Lessor an amount of moneeyy (n addition to the Security Dwelt held under Paragraph 5) reasonably calculated by Losses to represent the cost Leaser veal Inver In considering and responding to Lessee's request. Any unused portion of said deposit shag be refunded to Lassa° without interest. Lessor's consent to any act, assignment of this Lease or subletting of the Promises by Lessee shall not constitute an ereknev eedgrnent that no Default or Breach by Lasses of this Lees° exists, nor shall such consent be deemed a waiver of any then existing Delauh a Breach. except as may be °therwfs° emetically stated in writing by Lessor at the time of such con60nL (b) Al! oondrlians to lessor's consent °ut clued by this Lease are acknowledged by Lessee as being reasonable. The failure to specify herein any particular coodtJon to Lessor's consent shall not preclude the impositions by Lessor at the lime of consent of such further or other conditions as are Then reason- able with reference td the panfcxifer matter for which consent Is being given. 37. Guarantor. 37.1 Form of Guaranty. If there are to be any Guarantors of this Lease par Paragraph 1.11. the tam of the guaranty to be executed by each such Guarantor shall be M the form most recently published by the Amerfcen Industrial Real Estate AsaoWaon, and each such Guarantor shalt have the same lions as Lessee under this lease, Inducting but not limited to the obligation to provide the Tenancy Statement and information required In Paragraph 16. MULTI- T ENIANT--GROSS ®American Industrial Real Estate Association 1953 •-9— Initials: 372 Additional Obligations of Guarantor. It shall constitute a Default of the Lessee under this lame if any sari Guarantor tails or fetuses. upon reason- able requestby Lessor to give: (a) evidence of to due oxo u on of to guaranty clod for by itis Leese, inducing to auErd ty of the Guarantor pad of the party signing on Guarantor's behalf) to obligate such Guarantor on said mammy, and resekton of its board ofdirnaors authorizing the making of such guaranty. togeth- er with a certificate of incumbency showing the signatures d the persons authorized le sign on Rs beige, (b) wren tinandal statements of Guarantor as may from time to time be requested by Lassos, (c) a Tenancy Statement, or (d) wttuon coni intim that the guerargr is ells N dict. 38. Quiet Possession. Upon payment by Lessee of the rem for the Premises and its performance of ae ot the covenants, condaforts and provisions on Lessee's part to be observed enc pemomned under fhb Lease, Lessee shall have meet pan=es on of the Premises tor the entire term hereof subject to MI of the prrhviors of this Lease. 39. Options. 39.1 Definition. As used in this tease, the word "Option" has the to8owkrg mooring: (a) the rfgta o ¢tend tit teem of this Lease or to renew this Lease er to extend or renew any Wase that Lessee has on otter property of Lessor (b) to 04gts of Gsi rolvsai 10 baso the Premises or to ABM of fist oler b leas. the Premises or the right of fiat refusal to tease other property of Lessor or to dgts of fest otter to loose other property of Lessor, (c) the right to purchase the Premises, or the right d first refuser to purchase the Promises, or the right of fog oiler to phadmse the Premises, or the rght to purchase other property of Lessor, or the fight of first refuse; to purchase other property of Lessor, or the detect first otter m pu amso rather property of Lessor. 39.2 Optona Personal to Original Lessee. Each Option gamed to Lwow M this Lease Is personal 10 to original Unseat named in Paragraph 1.1 hereof, and cannot be voluntanty or involuntarily assigned or exorcised by any parson or wary otos than seed original Lessee whee the original Lessee Is In full and actual possession of the Premises and without the Intention of thereafter aril'ding oc subletting. The Optima, A any. bwetn granted to lessee are not assignoble. either as a part of en assignment of this Losse or separately or apart therefrom, end no Option may be separated from tis Lease in any manner, by reservation or othehwise. 39.3 Multiple Options. In the event that Lessee hes any multiple (moots to extender renew this Ler ee. a beer option cannot bo exercised unless the prior Options to extend or renew this Lease have been vakAy exercised. 39.4 Effect of Default on Options. (a) Lessee stag have no right to exercise an Option, notwit.LSldntimg any prolregn h tins grant d Option t0 the contrary p) during the period Com• monang with the giving of any notice of Default under Paragraph 13.1 and contiukhg time the 0030e4 Detains Is cured, or (0) during the period o1lime try mone- tary obfrga1on due Lasser from Lessee is unpaid (without Japan:Flo whether nodal tthemof so 5}ren Lessee). or (lt) during tel time lessee le M Breech d this Laasm, or (iv) In the event that Lessor has given so Lessee three (3) or more notaea d aapvra a Defaults under Paragraph 13.1 during the twelve (12) month peel- ed 3nrnedia4y prececeng the exercise of the Option, whether or not the Defaults are wr (b) The period o1 eine within which an Option may be exercised stag trips aztandadar 9rhlahsee'd by ream of Lessee's )nobility to exercise an Option because of the provisions of Paragraph 39.4(e) (0) All nights of Lessee under the provisions of an Option shall tommtata arta be of sn ta:terforoe a eftea. notwithstanding Lessee's due and timely exam:Re of the Option, if, atter such exercise and during the term of this lease. t7 Lessee eels re. ay40 Lessor obligation of Lessee fora period of thir- ty (30) days after such obligation becomes duo (without any necessity of Lessor to gnu n o44 o theme to lessee), or(1) essor gives to Lessee throe (3) or more notices of separate Defaults under Paragraph 13.1 during any twelve (12) monthpeciod, whether or rhe: the Defaults are aced, or (ii) if Lessee commits a Breach of this Lease. 40. Rules and Regulations. Lessee agrees that it will abide by, and keep aIxi observe a6 reasonable runs and regulations (-Rules and Regulations') which Lessor may make from lime to time for the management. salty, cam, and aunt -toss a the g:amds, Lha pand:g and unioaceng of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Bu1dne and he eld stlaf Center old their invitees. 41. Security Measures. Lessee hereby acknowledges that the rental payyable to 1. wr hereuvder ices net haute the cost of guard servlee or other scarily measures, and that Lessor shag have no obligation whatsoever to provide same. Lassie =somas al respcnslb4my for the protection of the Premises. Lessee, its agents and Invitees and their property from the acts of third parties. 42. Reservefions. Lessor reserves the fight, Isom time to time, to grant, without the cocaine or joinder of Lessee. such easements, rights of way, ubliy raceways, end dedications that Lessor deems necessary. and to cause the recordation cl parcel mapsad rwbkux is, co long as such easements, rights of way, utility race- ways. dedhcations, maps and restrictions do not reasonably interfere with the use of the Remises by LusSue. Lessee agrees o sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map es restrictions 43. Periomance Under Protest. II at any time a disputa shall arise ea oo any antral or sum of money to be paid bf one Pett' to the other under the pro+Aabns hereof, the Part' against whom the obligation to pay to money is assedod sial Uwe the right to stake preymerd'under protest' and such payment staff not be regarded as a voluntary payment and there shall survive the right on the pari o1 said Pavy to ire:eg 2s stet for recovery of such sum. If it shat be adjudged that there was no {eget obligation on the pan of stile Party to pay such sum or any part tweet, said Pay stall be mhtdeal to recover such stem or so much thereof as was not legally required to pay under the previsions of this Lease. 44. Authority. If tither Party heteto is a corporation, trust, of general or 1m:,ad p tine slits ecus h fndniduat executing las Lease on beha6 of such eptly repre- sents and enemas that he or she Is duty authorized to execute and dotwor this Loathe on its beton. 11 Lessee Is a corporation, bust or 9800erehlp, Lessee eta within airy (30) days after request by Lesser, deliver to Lessor evidence satstaaocy to Loosor of such e-athanly. 45. Conflict -Any conflict between the printed provisions of this Lease and the typewt en;s tha.'rdu.ifien provisions shat be controlled by the typewritten or hand- written provisions. 46. Offer. Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and su(aadssior, of same to Lessee or Lessor shall not be deemed an offer to Wase. This Lease Is not intended 10 be binceng ureal executed amides sled by an Parties hereto. 47. Amendments. This Least maybe matted only Ln writing, signed by the patfes in wrest at dm Ona of the moh4firation. The Parties shall amend this Leese from time to Imre to reflect any adrabnonts that ere made to the Rase Ren or other rent Papal under this Larose. As long e.1 thoy.do not matodaay change Lessee's obligations hereunder, Lessee agrees to make such reasonable tomato liMiCy mo ora to this Loose as may be reasonably required by en institutional insurance company or pension plan Lender in connection with to obtaining of normal .ratting or ro&gncingof the property of which the Premises sue a part. 4e. Multiple Partes. Except as otherwise expressly provided heroin, t more trap 0410put son or entity ffi reeraed herein as eller Lessor in Lessee, the obligators of such multiple partes shall bo the joint and several responsibilty of ea penins or oriel a maned horst. memo Lessor or i.eoace. MULTI -TENANT -GROSS C American Industrial Real Estate Association 1953 Initials: —ID— LESSOR AND LESSEE HAVE CAREFULLY READ ANO RENEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THRs LEASE SHOW THEIR WORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT AT THE TUNE THIS LEASE IS 97-CL7TEO. THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AN0 EFFECTUATE THE INTENT AND PURPOSE OF LESSOR ANO LESSEE WITH RESPECT TO THE PREMISES. IP THS LEASE HAS BEEN FLLEOIN. TT HAS BEEN PREPARED FOR YOUR ATTORNEYS REVIEW AND APPROVAL. FURTHER, EXPERTS SHOULD 8E CON. SLATED TO EVALUATE THE CONDITION OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS, UNOERGROUND STORAGE TANKS OR HAZ AROOUS SUBSTANCES NO REPRESENTATION OR RECOMMENOATKXN S MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES AS TO THE LEGAL. SUFFICIENCY, LEGAL EFFECT, OR TAX COHSE. OUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO 114E LEGAL AND TAX CONSEOUENCES OF THIS LEASE IF THE SUBJECT PROPERTY S INA STATE OTHER THAN CAUFORNNA. AN ATTORNEY FROM THE STATE WHERE THE PROPERTY S LOCATED SHOULD BE CONSULTED. Die parties hereto have executed this Lease at the Pace and on the dates specified above Natrrespeceve stgnetares. Executed et: on; By LESSOR: Executed at: on: By LESSEE: Nam9 Printed: a)C21,"(40 606, Name PiWect �c".1.1/4'7 %. 6, v T65:—/- (i Tide: By: By. Name Printed: Name Printed: Title: TSIs: Address; Address Telephone: ( ) Facsim)e: ( ) BROKER: Executed at on: BT. Name Printed: Tat: Address: Telephone: ( ) FacsmTe:( ) s 1 E 3 Tateptwne: ( ) BROKER: 2 Executed at on: Facsinrs:( ) DT: Name Printed: Tide »T Address: 8 cra Telephone: ( ) Facsimile: ( NOTE: These forms are often nlodlbed to meet changing regekements of law and needs of the Industry. Always write wall to make sure you are utilizing the most current form:AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 365 So Figueroa SL, M•1, Los Angeles, CA 90071. (213)687-8777. sa m O Male: MULTI•TENANT-GROSS /. ® American Industrial Real Estate Association 1993 —11— STANDARD INDUSTRIAL/COMMERCIAL MULTI TENANT LEASE -GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1�\�C 1. Basic MovieIons ('Beale RCMtlM al. f�/f� / Ge 1.1 Pardee: This Lease t'Leee ", Cates for rstwsnca pwpwes only, l C 1 V 'LTJ) L e- r I. 19 1 Gi- a rnai. Oar and bamrmyir�nh f .L:nP > t?r,PERT/tom. (L.01or) ono K//L to VC jlIc n , 7> t utiAil d:L/�(1 f- f : gA/ Mouse). (collect/very ae'Perges," or inotriduarly a'Perin. 1.2(a) Premier: That certain penton a the Buddng, including an )mprwpseno dorm or a w PNv10eo h Leoeor waw the arma al s e Lodio. axnmorsy kn nen by the sawn *donna a .274/98 ent7 ,lift iSP `*/csin 4`.331 waked in the City of T lELil!/Fj County of AT ✓cf5; tie:. State of PA 1.4 r . "nth tip Done c4a '90 as maned on Piastre _ enacted Woo ("Promisee'). The -Bulkiine is that certain budding containing Me Premisee and ?enema), does had es (Mamba briefly the nature of the BuilAng):_ . %&'Is m/ iii - i e",..o _A/rLen,ort..rzk&1 :c‹.// . In ■adiuon w Lessee's nems to use end occupy Me Premises as hereinafter specified, Lessee shalt haw non-exclusive rights to the Common Areas (as defined in Pa'agrapt 2.7 below) as hereinafter waded. but shall not have any Pends to the root exterior wads or utility raoowaya of the Bulking a to any oder tW$nas in Ire r,dusaial Center. The Premises. me Buidng, the Common Areas, the farad upon w11idl they ere located, along whet al atter bu(ki gs and improvements thereon. are herein caleowery rrf lead to as Me industrlat Canter." (Also see Paragraph 2.) 12(b) Puking: -7 unreserved vaucle reamed oenvehicleparkingparking spear ( �Perking mow": and res wane) spaces ('ReeerriVearfV Spars"). (Alto see Paragraph 2.d.) 1.3 :arm: j 'ash y , yr , (.pryghw T«re7 oomtencrto_n%1.'[P�s (•Conuenoem ant Date, and ending ('Expiredon Don As* see Paragraph J.) 1.4 Espy Paaaession: ,lei A ('Eery Powwow', Cess'). (Also see•Paragrapfs 32 ttrsJ 3.3.) 1S Sean Rent: $ /3CY'l. {:.('i per mash ("Vase Root", peyote/on Ms I S7 day a each month wrmenang /4'O V 1 L C?'`!7 n (Mo see Paragraph a.) ( I tt this box is decked. eve Lease provides for the Base Rent to be adjusted per Addwtdum =ached awes. ' 1.6(a) Ser Rent Paid Upon Execution: $ as Base Rent for Me period 1.6(0) Lessee's Share of Common Arse ppwattng Expenses* parent ( %) ('Lessee's Sten" as determined by ( 1 prorate square footage of the Premises as compared to me Iota) square footage of the &acing or ( ) otter algia as described In Aaderoken _. 1.7 Security Deposits 5. .X &-'(-) (-Security Depoelt'). (Also see Paragraph 6.) 18 Parented Use: f)ttJC.?zhtr✓p_/Z' •-'Sz1/. -s te' y(�rl)//...,/ ('Pennate lee) (Also see Paragraph 6.) 1.9 1nwdng Piny. Lessor (s the inning Party." (Also see Paragraph 6.) I.10(a) Reel Estate Brokers. The Wowing real estate Oioker(s) (wdecavey. the "Brokers') and brbfarage relamonst1s exist at this >tbruacDon and as Consented to by the Parties l aPpl1cabb boxes): ( 1 roprosentt Lessor re du3A•e(y (•Lsesors Broker); ( 1 n ropresents Lessee oxduwery ("Leen..', Broker); or 1 1 ropross,30 Dour Len and Lwsee ('Duet h.10 b Opener) (Alms sod Paragraph Is.) () Payment nt to Brokers. Upon the eoocueon 01 Mit Lease by both Partes. Lessor shat guy lo s. 4 Broker(s) ioo y. fir n s,x;h securers some as miry may mutually designate at wrong. a toe as set tam n a separate Amon agreement between Lassa and Sad Brokehe) (or in the event timro b rod seperae wnitah agroomem wtwoon Lassa and said &okor(s). Me Sum 01$ ) for brokerage spates rer4oredfp7. sale 8reker(s) n connection with pia fransxton. 1.11 Guarantor. The oalgatlone d me Lessee under this Lease we a bo guaranteed by /kiLj0.fl VA7 .) (r (AZ ("Guarantee). (Also see Paragraph 37.) 1.12 Addends and Exhibits'. Attached hereto 'a an Addendum or Addenda oonsiser>p of Paragraphs 0 t n*,gn <) and fiahnits 4` through ev . d1 of which wn5d5Ae a pato( this Lease. 2. Promisee, Parking and Common Area. 2.1 Letting. Lesser hereby bases to Lessee. and Lessee hereby leases from Lessor. the Promi3oe. ler the tern, at the :wad. and Lyon ala the teats.. moments and conektons set forth in this Lease. Unless othstwise provided heroin. any steement a aware footage set IbrM n anis Lease. or tits! may have been t r ee d i'f Share � caieunggden�rental artdew Common Area Operating Expanses, is an approximation which Loseor and Leasee agree is reasonableand the ramal and Paragraph in 1.6(b)) based thereon is not subject to revision whether or not rho .crud square boupo is more or lees. 2.2 Condition. Lessor Pull de0sr the Premises to Lessee dean and tree of de01s on the Coun,onk.m ani pale and warrant% to Loseoe that the ousting pstrt.et . . Lerida. Pt dire sprinkler system, igheng, air oondltioning end bearing systems and losing doors. it any in the Premises, Dever mut Mose oaf Dare. d by L sse except e l good oe�ang condition on the Commemernom pate. It a non oorrprence with said warranty exact as a the Coarn*ocomont extern a such provided n this Lease. promptly atter receipt a *Mon notice nom Lesson sorting forth with spodfclty ma nature and (30) days after went Date. correction reof Mat none-comj a sssee �bre d� egato written0111o, noes at a a non -compliancy mat with ca warranty whin darty ooagatiodh a Leasee at Loeaoeh fob acct and 2.3 Compliance with Covenants, Restrictions and Bulldng Code. Lessor warms that at Lessee's direction) on or n the Promisee which neve boort °^t' Lessor r me !other earn fir's w em sh1 by Lasses a all appedable covwems a resalcdorts a 00wrd and ie bee% a es, Material el regulations Lessors effect t ono a at i.essa's drectwrt sneer t sorfu whet Aarrants te Lxesee dmf Loser 1>as ra M aving 0026. 0� o 'er itdim on La CorranwlGamwy (iapp Lessor further woes. rdgulationi, a drain cee exist with regard as the Premises SOI nthe mode D)' and �rw os.. S d era thus sha dfno a ver t ore a nerac0bla puh6hty Innallayorta (defined n Paragraph 7.3(a)) made ate be mode by Lassos. t1 the tido rate warranties aid w steal not nee a ay Mwadar a Usky prorlw0 i0 min Latest, promptly arta receipt of written nodes from Lessee given within ser (6) mon thwl g the 'Lessor Pial. axost ng forth wet 5poa7,oiy de nature old extem of such non-compliance, take such ac5on, at Lessors a Wowing the Cor enreopha Dela and seeing21n fond whit ansa. Lessor 03583 no warranty Mal the Permmod Use n Paragraph 1.8 iP Pommod to underbO mason/kisiaieor e(a Bork I ready the 2.4). npli• 2A Acceptance e1 Premises Lame her acknowledges:Appho 0 Laws (aa dolled n ed la the onci t e Premises (•ndo5ng but not limited to the ale trlca sprinkler s atoro,nas boon advterreroa0 erdsl r the xpecls(s) io is an lewd AIM reaper* 5 the s. end a a dao e Americans w� Disabilities M and a5p�bta aching. muniepal. may. and 0�' seismic and d re eat:o a requirements. oo 000 com- such restrictions ni a doomsl�. •ApPIlc hbie Lavers" and mm grooms and Metre sults a'ky. as and 11 Ioi semi'' inntended use; 08 , t111 Lossoe has fir dna relate 10 Lessodt as aoccupancy a ecessaiY w041 reference 50 such matters, is satis$e0 with refdrenCe thereto, and assumes ad means/kitty 0herelore as the same tepase^fa5att dr wnrandea with respect to saises d ma ernems ofs other Lease; ri (this 0 Lessor nor any a Lessors aperRf, Ns made any coat or seinen bat2.5 Lessee as Prkw Onrer/Occupy t The wartantes made by Lesser In be Paragraph 2 shall be of no force or detect i! nrnodaley prior ate dans sot Mi in dP e� a 1.1 Lessee was the owner oo pant of Me Promises. n wan event. Lescoe shad. ai Laas00'3 sae cosi and ex9wne, correct any n n-uom- Promisee watt said wart3nees. Maio 11.\...../ ®Ama1Can lydustlie) Real Estate Ausodaldn 1953 Ml1LT1.TENA147- GRQac AUDIO EVOLUTION LEASE EXiIIBIT 11'111 2.6 Vidor Parking. Lade Shan be mated b use the number of Unmanned Panay Spacers and fihrrrved Patirq Spear apace n Prepaph 12(11 on tn. maw* of TO Common Noss designated from our to Inrn by Laad ler perking here Yea not MOP more pocking Konen !an tad nirtsr. Said paining sus snail be used (01 parking by vehicles no target than kiive pes*gsr asiornda+ss or pick-sp Irate. Nam oao7 '9w.oed Stns VMICMo.' Vehicles other than PannmOd Size Vonklas shall be parked and loaded or unloaded as dusted by troy in the tales rind Rogations (as Moaned n Pua(pepn 40) issued by Lessor. (Alta see ParegraDh 2.9.1 long to or are cone -oiled Lama Of laresids mrsa-al*s (Orr)ir 8 be*Med,f Unlnot pm* oaded. Or pow araked vehicles areas Other Y.1 Tom des v�d b Lad bag eatel a��� � ; ; (b) n Lessee permits or allows any o1 the prohibited *carries dumbed it this Paragraph 24. then Lacer stag tare ti raid wiaant rca 1. in add - ion b suds other rights and remedies that it may have, to remove or low a.y ase ratios isvdr.d and *wage the mag b Loves w act mi mag be n*redrr sty payable upon demand by Lessor. (0) Lessor *nab at the Commencement Data of Yds Lane. provide the Persia miss r.ii.d by AFFIrobOo Lar 2.7 Common Arita-OennMon. The term "Common Areca' is Mired a al erose and irliir anal Or Prime .o ard wain the sari boundary we d he Industrial Center and vxerlor veiny raceways within the Prewar that are worded and Orehreel by the Laid tom are to Lae bag T* WOKS moo- ssdusive use of Lessor. Lessee and other lessees of the Ineusbs( Censer and their tweaks enyloyes .uppers, 'tipper, care/mare c*acts* and rn4 tees. Udu4rq parking areas. loading and unloading areas, trash atom roadways. sb*e.*s..asar3. prb.ys. dri.eamys and tao*oped arms. 2.8 Common Ana.-(.esase's Rights. Lessor hr.tyy grants to Lade. for to brisk of Ledo as1 es emporia smppiers sh«ers c n arms. Customers and Invitees, dunnp the torn dl this Lease, the 11011-0xcfusive n(4'A buss, it Gammon with caters mated b sat use. Tr Common Areas a Ty oast hem erne Ns time. subject to any rights, powers. and privileges reserved by Latex ander to ams hereof et undo t. kerma 01 any nice aril reg.Lttems a res1Fxona goading the use of the Industrial Comer. Under no area etartra6 slue the r1Dt tern grated to use the Corroon Anne t e de*mad b intim* the rght to sane any propony, tempaarity Or permanemty. In the Common Ahem My mush Ponca !hal d pruned oral byte pear arm consent of Lance or Lessor's designaled agent, which cones* may be revoked al any tiro. M the overt that any .,.stented seorage std =cur then Lessor same trove Te r1(j1. without notice. in addilbn to such Other rights and renle0aa that it may rave, to remove Te popery arid charge the coo to Lanae, hatiay1 coat area be Mod- atoly payable Upon demand by Lessor. 2.9 Common Nw-Rules and Regulation*. lessor et soh Other pm0.nn(a) as Lessor map appear !d have the hear re corm" and management of the Common Meas aro shall have the right. prom tit e to time. to e4Goah% modify, armed and nam reasonable Rtes ad Regulators with mom} Tarot in accordance with Paragraph 40. Lessee agrees (0 Webby and conform baa wet Rtes era Flown4onr, and so cors b *rpbyeea sappa0 8. dilpors as 10ne11. contractors and Invitees to so abide and cortlorm. Lessor stat nor be responsible to Lame tor the ncacompiance .an sad rias and repirrin» by other lessees of the Industrial Center. 2.10 Common Anus -Changan. Lessor stall have the right 1n Lessors sole 403'. 6010611.106100 (al To make charges 10 the Comrr.n Nees. 8idudng. ieiYa7lt illnklion. *ragas In the localm aide, step. ad re ber d drama ys. mutases poking spates, par in3 areas. loading and uNOading areae, ingress, egress, dm cion of reit. Lanrlocaped easm meads and allay unsays: (b) To doge temp0ranty any of the Common Mea ter miremonoi Forams a trig as reward. :arab tae Reeds roma. warble: (c) To designate other land wade the boundaries of the Industrial Career to bee Pre of to Cared Mesa (d) To add additional buitdirgs and Improvements to the Cannon Areas (0) To use Y. Common Areas while engaged in making addliorel 10...05. lepe is a aA•-.ime b re eh�1 Comer. v wry pales hard l) TO do And penerrn such other dacts O W ap10 vat other doges in. 8. b cruel taers b 81. outman Arai aSadaSadaGomer as Lead neat', In the exsrd d sound greases judgment, 3. Term. 3.1 Tenn. The Commencement Date, Expiration Date and Original Term d this Lace are a special ie Paragraph 1.1 3.2 Early Possesslon. It an Eany Possession Date 16 spaded it Paregrapn 1.4 and a Lessee lora•y or day caches the Trends Wer Tt E 1p Possession Oate but prior to the Commencement Date. the Obligation to pay Base Runt save be armed nor the pared of suds cab =menu N caw errs of this Lease. however, (Including but not limited to the ollligatons b pay Lessee's Stared Common Area Opening Emerses ad b cavy the ievacm natal by Paragraph 8) shah bo in enact during sues Weed. My such parry mosses' m steal not *sem roe advance he 6g*aamn Oam of ate Original Tenn 3.1 Delay In Posseulon. b tor any mason Lessor cannot dearer possessors oft. Pn.nisn5 b Lassos by are ENV Possession Rath a one is shaded in Paragraph 1.4. or it no Early Possession Oats Ls specified. by rho Cor xnoi elan dao, Lessor stall not be subact s1 any fairy tlaoku. nee you such IaAre Mal the validity of this Lease, erthe 001gatbn1 d Lessee hereunder. or 'did the bum h neat, but n suds case. Leasee 3100 rot coop as 06awbo provided herreh be obligated to pay tont or perinea any other obfyason d Lassoo under the tems d rhes Lease reel Leah &deers possession of the Tromso to Lessee. ti possession of the Premises is not delivered b Lessee within sally (00) days alba the Lbmener dart Dana, Lessee nay. xis option, by robe n er2- Irg to Lessor within ton (10) days alter the end of said sixty (60) day period- canal to Lease In Mich evert the pates dna be dsd.rgad hen ori ebigr oras hereunder: prov104 (UMW. however. that hl such written noticed Lessee Is not nada! by Lessor within sad an (10) day mud. Lassee'8 regrt b caned. Tina Leese hereunder *half lemmata and be of no further 1040* or &nett Exeap as may ba anonym warded. and regattas d when to Original Tem aces* oorn- mercea, a possession i6 n0110800(04 b L84000 when required by this Lease and Lessee does ret seminar Tis Lease. a alum -id. the penal tree d the obfg- ation to pay ease Rent, d any. that Lessee wood otherwise have enjoyed shad run tom the dab or defray of possession and controls lora p*bd egad to to period during which the Leasee would have Otherwise en dyed under the terns hand. but minus aq days d today caned by Te arm *cages or amara of Lessee. 4. Rent. 4.1 Base Rent. Lessee shall pay Base Rent and other rem et charges as ore sane nay be a*n..d ton ire 10 era b Lease in helot merry of the United Stales. without onset or deducts*, on or before the day On .1001 it is due Loader to tore of to Loam Lison Rat and as atter not ad dnyns for wry period during the tem hereof which is for lass Than one MI month anal the petard based upon to actual number of nays of to mats iiatvod. Paymm* of Baso Rent end other Charges shall be made 10 Lessor at 4e admits stated reran or b ouch otter paeans or ea ouch ceta oatsnoes oo lessor nary torn term b ams designate In wining to Lessee_ 4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the eon hood it added to t. Base Rent. Lessees Slaw (a data in Paragraph 1.6(61)) of all Common Area Operating Expenses. as hereinafter da4.d. deiq evil calendar year d to aerrr of this lease. n axtadenoe waste Ill* Scaring povisions: d the (a) "Common al Center. Ares InOpera, nut not ens to. the following: Icy : payed d this Lama. a ore ova inclined by Lasa ream ng b t. owns** and cha- sten(i) The operation, repair and maintenance, M neat clean. good Order and ctrdi*I. ce she lotaerres (aa) The Common Areas, including panting erase, banilg and a8ioodng Z. tads awe, iaaorays, aborts. sairays. prefa.ys. drive- ways. Ian:drped area. striping, bumpers. irrigation systems. Common Area igiai19 taigas lend and gallon elernras and rod. (bb) Exterior signns and any tenant directorial. (co) Fre detection and sprinkler systems. (ii) The cat of water. gas, ele0elclty and telephone b serebe eve Commas Areas. (if) Trash disposal. property management and senaalty aaribes and eo costs of arty at ria:mad iiepela*. (iv) Reserves set aide for maintenance and repair of Carman Arrst. (v) Any inaease above the Base Real Property Taxes (ea Banned is Paragraph 1 D2(1() tor the Ware ante Cantron Nem. (vi) My Coat Increase' (as defined in Paragraph &1). (di) The coat ol insurane9 earied by Lessor with respect to the Carmen Arae. (viii)Any deductible portion of an insured toss Cen ea irtg T. Buki g ort. COmrso Area& (a) Any other saurian to be prodded by Lessor that aro stared e&.rhere n this tad b be a Cooed Arta Olorafall Espo*e (0) Any Common Area Operating Expiator and Real Property Taxes thea ere s{.o%aay nedbulatee to t. BLit* orb any other biking in ha Industrial Censer or to the operation. repair alai manlenance Pored. stain be abased manly to n. Baking or to sways other busyn19. hb.ever% wry Could Area Operating Expenses and Real Property Taxes that are not spedfceey a1TDucabse es ave BuiOkg or to any dor Caine or 10 the oPera&or8 aper std man' .nano, mr8ot. shall be equitably allocated by Lessor to ap Wangs 1n Y. Yn.aid Cdr. (e) The inclusion of um improvements. facilities and services sof beth is Slbparagopn 424a) Mat not be deemed to inpmt8 an otocnb0n Wan Less t0 Nor nave said Irttlxovements or facilities or to provide rhos& sends unless the bndosfaal Cerro arae? has the same. Lasses ainady Pv^dO$ th* 00rw0 4, or Lessor has agreed elsewhere In this Lease to provide the same or some d Tem. (d) lessee's Share of Common Area Operating Expenses sled be payable by Lessee sees an (10) days actor a reasons* Maio] summon( d actual expenses is presented I0 Latham by Lessor Al Lessors opUont, however, an amour may 00 inkstand by Lessor Yarn time se Orae d Lessee's Stare or annual Common Area Operating Expenses and the same snail be pnyabio mommy or quan*y. as Lessor std Magda. Oxi19 Dads 12-ransn prod of the Lease tom. on the same day as the Base Rent IS due hereunder. Lassa shall delver b Lessee .Yin spry (60) days air aha a parl01 d earl olra0ar yea a reasonably detaged statement showing Lessee's Share of the actual Common Area Operating Elpensa icurrwd 46.19 tae preceding yea. a Leosea's payments under this Paragraph 42(d) during said preceding year exceed L.ossoe's Share as ihdca el ars said saaamwa. Lessor std be =dad the amour sssts)aa . 1. and MULTI -TENANT -GROSS S American; Indus',r1al Real Estate Association 1993 -2- payment against Lessee's Share of Common area OW Wing Enpanxa next ;Weaning clue. et Lessee's payments weer this Paragraph 4.2(d) outing saki papas vt9 yea watt Isla than Lessee's Share as indicated on said smtennem. Lessee shad pay t0 Lessor the amount of to deficiency wean sen (tri) days mer daNery by Lessor to Lessee of said statement 5. Security Depw& Lessee snae aroma with Loud upon Lasses's execution hereof the Security Oepos' set bath rn Paragraph 1.7 as ser Lessee's faithful performance of Lessee's obigatiors under 1310 Leese. A Lessee tarts t0 pay Base Rem or other rem or charges des hereunder, or ori ermse pe/aWla under this lease (as defined In Paragraph 13.1). Lauer may use, appy or retain all Or any porton or said Security Depoat for rte payment of any amount due Leeson a to reimburse or compensate L0ua IOC arty 0a601 , cost. expanse, bas or damage tindu6 Moneys' foes) which Lena may sutra or trna$ by reason thereof. e Lessor uses or apple% all a any porton 0f said Seventy Dep4,T. Lessee shag within ten (10) days after written request Montane dema1 manes went Lassa sulfi- des to restore saki Seduray Deposit to the Mt amount required by die Lease. My sew the Base Rom Increases during ma tars of this Lee... Lass.. shop, upon mean rectos horn Lesser, depose addOond monies with Lessor as an addition to the Security Depose so that the total ,moan of to antes hear the same proportion to me men currant Base Ram as the initial Security D 3.5. (s Lessor at as Security Dal accounts. haus L the Wore Bass Rem net In O e Pier termination 1.5. Lessor shat not be requko0 m keep a0 a army put d 13a Sewrny Depose aaperato from its general aocountb, Lassa snort, at No expiration a Warier tarrinttion d the term hereof and atter Lessee has vacated the Premises. (arum to Lessee (a, at Lessors option. re the last assignee. N any. or Lessee's merest herein). that po(00n d at. Soopiy Depose nota used a applew by Lessor. Unless otham ma expressly agreed M wailing by Lessor. no pan 01 the Seamy Deposit spas be considered to be heti in trust, le Dear Senna or other increment ler its use, a 7o be popayment for any monis to be paid by Lessee under min Lame. O. Use, 6.1 Penntttsd Use. (a) Lessee shall use and occupy the Premises only for the Pormmoa Use set loath in Paragraph 1.8, or any other legal use which is raascnably compa- rable thereto. and for no otter purpose. Lessee shall nor use a perm) the use of the Premises in a manna teat d untineul. creates waste or a m4satce, or cat ditutbs owners and/or impure of, a causes damage toes Premises or neighboring premises or properties. (b) Lessor hereby agrees to not unreasonably antihero or delay its consent to any written request by Lessee. Lessee's assignees or suble*ams. and by prospective assignees and subtenants of Lessee, its assignees and subtenants. fora modification of said Permmod Use, so long as the same wore not impale ere structural integrity o1 the Improvements on Ns Premises or in the Suiting or the mechanical or electrics) systems therein, does not conflict win uses by other lessees, Is not significantly mors burdensome to the Premi3e3 Of the Building and the improvements Marron, and it otherwise permissible pursuant to this Paragraph 6. II Lessor elects to wMthold awn consent. Lessor snail whhle fee (5) business days after sunt request give a written notification of same. which notice shag include an explanation of Lessor's reasonable *dethrone to the change in use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent The tern 'Hazardous Subatarse" as used In tats Lease shall moan any product, substance. chemical, material or waste whose presence. nature. quantity salvor intensity of Quashes, use, manufacture. disposed, 8ansp0nation, spu, unease or *elect, either by SW or In combination wrath other matte= expected to Do on the Premises. la either, () Montag, injurious to the pudichealth. safety a weave, the environment. a1/18 1110 Promises: (11) regulated a monitored Dy any governmental authority: or (0) a basis for potentia! liability o Lessor any governmental agency or third parry under any applicable statute or comm an law theory. Hazardous Substance shalt include. but not be limited to, hydrocarbons, poboeum, gasoline, crude Oil or any products or byproducts thereof. Lessee shall 0704 engage In any activity in or about the Premises which constitutes a Amenable Use (as hereinafter defined) of Hazardous Substances without rho express prior retain consent of Lessor and compliance in a bmoy manner (at Lessee's ado coat and expanse) win ail Applicable Requirements (as defined in Paragraph 6.3). "Reportable Use" shag mean (1) 13e Insullabon or use of any above or bore. ground storage lank. (1) 139 gammon. peSSOSSlon, 5(00290, use, bansparaton, a disposal of a Hazardous Substance that requires a penile from, or with respect 4o which a report. notice, registration or business plan is required to be filed MR any governmental authority. std (0,) 'he presence In. on or about ens Premises 01 a Hazardous Substance wan respect to which any Applicable Laws require mat a notice be given to persons entering or occupying ate Premises neagphbaing proper 100. Notwimotanding t ego(g. lessee may, without Lessor's prior consent, but upon notice to Lessor and in compliance with all Applicable Requirement, use any adWry and astomuy materials reasonably required to be used by Lessee in the normal course of the Permitted UBO, so tong as earth use is nota Reportable Use arra does not expose ins Premises a neighboring propomoa to any meaningful risk of conramna3on or damage or 9x9910 Lessor to any leerily mastks% In addition. Lassa they (but wlmoit any 061gedon to do so) wrdibo0 iso consent to any Reportable Use of any Hazardous Substance by Lessee upon Lessee's giving Lessor such additional assurances as Lessor, in its reasonable 1saadon, deems necessary re protect msec, rM public. me Promises and the environment against damage. contamination or Injury ardor liabitly therefor, redu0ng but not med mnle the Installation (an0, at Lessor's optlon, removal on or before Lease expiration or earlier term natlon) of reasonably necessary protective tnodhfications to ase Premises (Oval as concrete encasements) ansa the Cowen of an addtdonaf Security Depose under Paragraph 5 h0reor. (til Duty to Inform Lessor. If Lessee knows, or has reasonable rause t0 believe, mat a Hazardous Substance has tome to Do located in, on. under a about the Premises or Ne Bu001ne. otter man as previously consented to by Lessor. Lauee shall immediately giver Lessor written rats* thereof, ingather with a co el tat a ystatarenl, reposnonce.permit , registration. application, pbusiness plan, license, calm, ac3on, a ng given to, or received from. an authority or private puny concerning the presence, spill, release, discharge d, or exposure to, such Hazardous Sutanm bsce duc$ng but not timed poro ad soar documents as may be (003000 In any Reportsble Uso involving the Promises. Lessee shall not cause or perms any Hazardous Substance to be soiled or released in, on, under or about the Ramses (including, without ilmitadel, through the plumbing or sanitary sower system). (c) Indemnification. Lessee snarl mdemndy, protect defend and hold Lessor. in agents, employees, tendon and ground lessor, It any, and the Peewee. harmless from and against any and as damages, liabilities, judgments. costs, claims, tens, expanses, penalties, loss of pamts and attorneys' and con- sultants' lees arising out of or Involving any Hazardous Substance brought onto the Premises by or for Lessee or by any0n0 under Lessee's control. Lessee's obligations under this Paragraph 6.2(0) snap bxtudo. but not be limited to, the effects of any contamination or injury to person, property or the emberur7ent created or sulfated by Lessee. and the cost of Invesd9ation (Inducfng oonsunants' a eflomoys' lees and testlng), removal. remediedon, restoradon uxV00 abates et thereof, Of of any contaminate) therein involved, and shall wive the expiration or earlier termination of Nis Lease. too termination, cancglaton or release agree• mem entered into by Lessor and Lessee shall release Lessee from es obllgatdns under this Lease with respect to Hazardous Substances, unless speahca0 so agreed by Lessor in wntir.g at 01e timed such agnomen. 6.3 Loss..'s Compliance whh Requirements. Lessee sial, at Lessee's sole cost and expense. 30X9, d0lgently and in a rimety manner, c• omply with at "Applicable Requirements," which te)n Is used In this Lease to mean all laws. rules. roguladons, ordinances. directives, covenants, easements and reanceons of record, posits, the requirements of any applicable ere insurance underwriter or rating bureau. and No (*commondadons of Lessors engineers soya =W - rents. relating In arty manner to the Premises (including but not limited lo matters penalising fD () industrial hygiene. (11) omyonmental conditions on. in. under or about use Premises. including soil and groundwater conditions, and (iii) the use. generation, manufacture. production. Installation. maintenance, removal, sans- portaten, storage, spilt or release of any Hazardous Substance), now In effeM or waren may hereafter come (No Weed Lessee shall, within five (5) days aster receipt of Loser's written toques. provide Lessor with copes of as 0owments and nlannation. Inducting bin not limited ea permits, registrations, maneosta, appl: cabals. reports and cerdecates, evidencing lessee's oonnpian0e with any Appticehte Roqukomants smaller' by Lessor, and shall irnmadatey upon receipt nobly Lessor n writing (with copies of any documents imrotved) of any threatened or actual dais, notice, citation, warning, 0omptalre or rapport pena0Nng to Or )nvelving failure by Lessee or the Promises to campy with any *okapi, Requirements. 6.4 Inspection; Compliance with Law. Lessor, Lessor's agents, employees. contractors and designated 00906 entames, and the bc4dun of any Mort• gages, deeds of bust or ground leases on the Promisee ("Lenders') shall have the right to enter Me Premises ori any bine in the Baso of an emergency. and atm tem at reasonabe ernes, fa the purpose of Inspecting the condition of the Promises and for verifying oompl'ance by Lessee with Nis Lease and all AppicaOb Requvements (aa defined in Paragraph 8.3). and Lessor shall be enticed to employ imparts anon consultants M wnnecSon thervrnth to advise 105500 wi41 respect to L85see'8 ac)vMes. indudirg but not limited to Lessee's Installation, operation, use, monitoring, maintenance, or removal of arty Hazardous SuOsranoe on or from the Premises. The costs and expenses d any such !new/cdons shall be paid try the party requesting Santo, unbaa a Default or &east of this Lease by Lesson or a violation of Applicable Requirements ora contamination, caused or materially contributed 10 by Lessee. is toured ho exist a to be imminent, or unless the Ins(ectlon is requested or ordered by a governmental authority as the resue of any such existing a Imminent vblaton or contamination. In ash rasp, bes6o0 shad L'pon request reimburse Lessor or lasso's Lander, as Ne case maybe. for the costs and expanses of such iasps:lions. 7. Maintenance, Repave, Utility Installadone, Trade Fixtures and Altenttdoe. 7.1 Lessee's Obligations. (a)Subjectto the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants. Restrictions pad Building Code), 7.2 (Lessor's OMigatons) A (Damage or DOsohxtion), and 14 (Condemnation). Lessee shell, L Lessee's solo oust and expense and at a0 eras: keep to Premises and every pan dtxool n good ordm, condition and repair (whether or not such portion of the Promisee requiring repair, or the means of repairing the same, ars reasonably Or readay 200053ibe to Lessee, aer or raft the need br such repairs ooaause, s as a result of Lessee's e, anypeer use, the cements or the age of such poi, fon el 0o Promises), inducting, wtimdug the generality of the foregoing, all equipment or tadlides sp oewy serving to Promisee, tech as plumbing, item. Ing, 01r conditioning, ventilating, elecbkal, 119hdng (scriboe, balm, fired or unfired pressure missals, ere hose cotxaadone it within the Premises, fixtures, imenor water, Int0A0r surface* d OXtakie waste, calags 1100,3, winoows, doors, pate glass, and skyligma, ate excluding any hats which are the re6p0rsbility of Lessor pursuant to Peragraph 7.2 below, Lessee, in keeping the Premise* in good order, Condition and repair, shall exercise and pertain good maintenance paauoae. L9a*ons shall Include restoration. replacements or renewals when necessary to keep the Promises and as Improvements tenet or apart thereof In good order, wattles and state of repair. (b) Lessee shall, at lessee's sot* cost and expense, procure and maintain a contract, with Copies t0 Lessor, In customary toms and 0ub0tarce for tad with a contractor specializing and experienced in the inspec4On, maimonanc9 and service of the heatl However. Lessor reserves the Aged, upon nock a to Lessee, le rg, air h'gOca, o. 50ing and (ng and System for the Premises. Lessor so *tecta. Lassoo salt reimburse L procure and maintain Na contract ".Or the heating, air conditioning a verttfiadrtp systema. and N Lessor. upon demand, for the seat thereof. nonce (o l (0) )) Lessee tails to perform Lessee's obGgabons under this Paragraph 7.1, Lessor may enter upon to Pr5mtses iter lean (10) days' prior written Premises L good o xCept inho t QUO of an emergency, In which case nd notlee small be require), perform such 0D69060ns on Lessee's behalf. and Put Ase opair. kt lc0rdance.131 Paragtaptt 13.2 nohow. 7.2 Lessor's Obbgstfota, Setiocr ro eta provisions of Paragraphs 2.2(000741100o), 2.3 (Compaarte0 wNh Covenants, Restrictions and Beaking Code). 42 (Common Area Operating Expenses), 8 (Use). 7.1 (Lessee's 0d(gadon5), 9 (Damage or Destruction) and 14 (Cdndemna5on). Loxia. sutied 16 rsimbutsertas e lwant to Paragraph 4.2, shell keep in good order, condition aconditionrepair the foundations, exterior areas, structural eond(6on of Interiors0n/0" oidia stantdpp0 and hose (d ktcated In the Common Areas) or other automatic Ane a beer „9 Geta, exterior rod. xtlnqukhirg eyatam frhdudrg Are aL1rm arena emotes detection MULTi-TE HANTS', ROSS ®American Industrial Rees Estate ASsodadon 1993 systems and equiprnen, firs hydrants, panting tots warways, pstrwaya, ddvewys, a+daapir4 Mom signs and ray sysuma moo t. Cameron Areas and all parts thereof. 84 well aa prwidinq Ow services la which More 6 a Carman Ares Owning Eames pursuant b Paragraph 42 Lam std not to ooagaerd to pain he armor or Interior surfaces Of exterior walla not snaa Lessor be aimed b meatal maw a n{4an►wWw, door a p4r 91aas d ti. PreIT . Lessee expressly waives hs benefit Of any statute now or ne/safir in abet .rich oak amen egad Lasve. t. Pont b nwta repass al Lances axpansa or to terminate Ms Lease because a Lessor's failure to keep the Braking. 11' Sul Carr or Conran Ares In goad tsar, condign and repaF. 7.3 Utility IMtaKalione, Trade Flxtur.e, Ahseetloru. (a) Dellnllbne; Consent Roqulred. The tam 'Utility Instrosione is used in his Leena b rotor b ere air ines, power pacts. Mancal distribution. security, pre protection systems, communications systems. &gang Ibmsoe. hieing. v.rekeeng and err temdioning moment. pkrntrg. Ina tendo in. on or abctn the Premiss. The term "Trod. Fixtures" shall mean Lassoes marlinery and aquearsara rah can a removed Mort Berg mond Omega b tlaa Prernis044. The lore "Afrar.lons' shall mean any marlicaton d this Manewaris m to Princes aids are provided by tessar order to rams or to Leas. caner than U48y Insanadons or Trade Fumes. "LsasawOwywd AAasrone rsdeat Limy Inolainanse se dread as Means atom Uany Installations made by Lessee mat are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lana shoe not mai nor cane 10 be read any Meraaoru or Utility IMOtlauon6 in, on. under or about the Premises without Lessor's poor villin cams. Lessa nig. honor. mica not sascual Utaty Instal diens b the yarns tt the Premises (8*1444ng IM ro01) wdh0ul Lewoes consent but upon notice to Ewer, so tong es e.y an ret visa ban he oracle d h. PrMbeee, do now moor. W nclunrg, relocating or removing sae root or any ea sting W. or dvnpip err inning win to in screech o arta dtsaniw1 systems and the came.. eve cost bared during the term of this Loess as extended does not exceed 52.500A0. (b1 Conant. My Alteations or Utility Installations oral Lassos shoe draw b riser and arid, regi. is anon ata Lessor Sue bo presented b Lessor m ween form wen detailed Iden. As consents given by Lessor. +Metier by vibe a Paragraph 73(*) or by ssbsegnsa specea raorcar& sha3 be deemed Ooottion04 upon: () Lessee's acquiring all applicable permits required by gaemsrlrrl ara,wisc () Yes bmirdcq of cosi= d such pansies bather writ a copy of Ine Lessee with plans and specifications of said Penton in a ao0ra0< arta a ifdy tr>sta�cn b Less prior b omnan�t or he wok .saran: and (it) to =mama a by all pec0bouc maraca: Any Managers a Witt Inualu .* by Lassen drag 0* tans or Oil Lease shall be done to a good and work/wake manner. wed good and surfkxors rnotortats, ab be m mmpeance Win ere Appaotr Aegrem. ntt. Lessee *4181 pmrrp4y open camoletcn thereof lumush Lassa visa as•bwn plats and soar/wakes tanda. Lessor may. (tort rigout obigatfon b m so) oondao11 hs consent to any requested Mtorotwn 01 Wiry Installation mat oats 52.500.00 a morn upon Learns pa idg Lacs ell i a am aro cambial bond is an amount equal 40 one and one•her tunes the estimated costa such Maranon or trek), Irr4'1i n. (o) Lien Protection. Lessee shatl pay when duo as claims ton tabor a main& ken6Yad a alleged b have bean maned b or for Leasee at a So- use on he Premises. which claims an or may los secured by arty moccasin or madier nae ass against is Premises or rimy kaovst therein. Labia snag ohm Laxer not lass man ten (10) day.' nate prior to ale commencement d any oak ki or4 or abort to Premises. ad Lassa stall Love the right to post nonce' d non•rosponawrky moron the Premien u provided by law. 11 Lessee arra. i1 good bah. conies the vaaay a any such sen. claim or demand. ten Lancer shot. .I its sok experts'. defend and pram Itself, Lessor and th0 Pro*nlcoa mono is =me and 7ve pap and sassy any aaat =Morse kAp1nn The may 0e ren- dered maroon before h0 a*01Camehl Mena agaist tae Lasser or the Pel ors. r Lassa Sad regiad. Lasses Once halm b Libor a suraly trend %aistocaxy to Lassa In an amount equal to ono and one•nad duras tow amain of ern ancorb int am or demand ktdonnt ing Lama aganst Salary for ted saints. as roquired by law for he holding Of the Premnaee free Mom is .nett d suds Int or slid. Is addlort Lana nary main" Lasses b pay Lassoes attorney' lass and cats in participating In such action it Lessor shalt decide it is to as beat kaaeet b d) sus 7.4 OwrsrehIp, Removal, Surrender, and Rssloratkn. (a) Ownership. Sub(ect to lessor's right b requke their remand and a orae Losses to bemrw to arm hoed = t8050ta provided in tis Paragraph 7.4, all Alterations and tinily Irnalladons made to th0 Promises by Lessers dirt be es wormy d and awed. by Lassos, but can¢dored a pal d be Promos... Lessor may, at any time and at its option, aim in writing to Lassao b be es awn d as a any sgrisd pat at tr L.e soe•Qwrod Mentors and lleWyr I0sta1atio1ls. Unless otherwise instructed per Subparagraph 7.4(b) heron, >t Loext -Oewsel AM -aka and Pliny 113444.... latall a1 the etpiranon comer termlnatbn of his Lease, become the property of Lessor and (rutin rpm Is Premises and be =tendered eery to Planta by Lasses. (b) Removal. Unless otherwise agreed in writing, Lessor may refire to any a es rase+Owasd Altandies or LJssy loons be removed by the expiration or earlier terminalion of Illi* Lease. notwithstanding that t.k acaketi n rise hen tact oommod to by Lessor. Lamer may require he removal at any time of all or any part of any Alteration. or Utility installations masa wins a r. mark aware d Lama (c) Surrender/Restoration Lassoo shall Surrender she Prances by he and d to tui dry d t. Lurasm warm or any °area termination dam, dean and ha of debris and to good operating order. condition and stats d repair. adrei y woe and tor ®enpsod. Ordvy nor and roar stag rot nano any dem age or deterioration that would neve been prevented by good maintsra* prick, or by triton parbmv,g a/ of is dirric x* under to Louse. Except as oar wvii5e agreed or speefied herein, the Premise*, as surrendered, shall include he Aaerafos and Way k*4t ors. The obigaron of Lessee atoll Include the repair o1 any damage occasioned by he installation. maintenance or romvral of Lama's Tana Fear. . kanisfiags, earkenent. and Lessem. mod ANeradons anti Utifdy Installations, as wee as he removal of any storage lank instead by or 4 Lrasew and is roma. repdcanmL Or remadatioa of cry oast material a ground water contaminated by Lessee. as as may Shen be required by Aplricable R...srronts Andra gad packs. lsmsars Trade Futures shag remail to property of Lessee and aha8 be removed by Lessee subject t0 is ob3gegon to nor and reeaw. to Program per ria tease. 8. Insurance; Indemnity. 8.1 Payment of Premlum Increases. (a) AS used herein• the term 'Insurance Cost (nonfarm' k drie=d marry Kresse n h ac el cost d ew iera xe appianle b to Baling and required to to anted by lessor pursuant to Paragraphs 8.2(b). 8.3(18) aid 8.3(b). xm ). ova= and above is Base Premium, as hereihattar defined, tabulated on an annus) bead. 'Insurance Cost Imran.' std made, but not to tread b. roquagme es der Nokia a a manna a deed d trust ow- ering the Premises, increased valuation of ihs Premises, ard/a a general prey tun rase known. Ter arm 'kauace Coat Increase dos rot however, Mace any premium increases resulting from the nature of the occupancy of my aha lamer a aha 9ii¢ a es pates not a eta amour in Paragraph 1.9, such amount shad be considered 44*. "Ban Premium.' If addle, amour hs not been inserted M Paragraph 19 and s is Dukkg hes bean preeiousy occuped dr - Ing he twelve (12) month period immediately preceding ha Commencement Paas, is Bar Pierian' sod to b arsaal omen accecabie b such %retie (12) month period. 11 he Building was not tory o0 opted during such Mere (12) mono pried. to Baal Ptar**rf shell be he lomat annual premum reasonably obtainable for the Required Insurance as of the Commencers/Pt dab, as**Uo Ito mat mold use possaia des Baking h no evert. Morever, shall Lessee be responsible for any portion of the premium oast attributable to Ietialy iau ng@ ocaarapa n mass of 81,000,000 proceed tads Paragraph 92(b). (b) Lessee shall pay any In*urance Cost Increase to Lessor pursuant to Paragraph 42 PreniLar8 tr polo, pentode corna.try per b, or exter>Trg beyond, he term of this Lease shall be prorated to can ids with the mtaq1or.dr'3 Cam...80,..t Der a Eg.irin D. 8.2 Llabll ty Inrurn 00. (a) Canted by Laser. Lessee shall obtain and kap in bras during is Mad TO tears a Cameron Genal Lihbiy inlay d nuance (xoaoct- ) g Lake, Lessor and any Lander(s) whose names have been pavidod to Lew r ening (as aditi 4 rands) 090684 ticks ex badly injury. pawn Injury and properly damage brood upon. 'rivalry or rinsing at of to ...srshii ,ad. occyr,ry or main aon.0s d t. Promisee and ail area .span ret thereto. Such insuranos shag be on an commence basis providing single Ind commie in an amort nor Mea ton $1,000.000 ter 000urasa with 631 441138c14 InsurodManagore a Lessors of Premises' endorsement and cabal Ow 'Amerthst a is Pollution Ecaeuarf ardrarant br damp causal by haat smoke or hand from a hostile are. The poky shall not contain any Inn -inured mcAmcrs as teres: inured arsons or ar9srrolas.1444 sad incisa* coverage for liability assumed under hit Lease as an Insured contract" for ane parlornacs of L sews kdennely atipadws radar tis Lam. The lab of said Cassano' required by this Loan Of as carried by Lame shalt not. however, tank the babes d Laver rot min lime' at my Mignon hereunder: Al Connie b be canted by Lessee Shan be Oman/ bard not cOnOIbumry with any sinter ksuraoe aztiad by 1.va=, ruse Inman* she( be oorsidaed amen lnarnnoe Only. (b) Car=ted by Lasser. Lessor shall also maintain nary Laurance ce d sorbed 'n Paragraph I12(a) above, n adsiion b and not in lieu of, is Ica• arta required to be maintained by Lessee. Lessee shall not a named as an edneknd iarred timet 8.3 Property Insurance -Building, Improvements and Read Sibs. (0) Bullding and Improvements. Lessor shall obtain and kap is bra dying is tom dials Louse a poky or rookies 'in to name a lessor. wish tae payable to Lessor and to any Lender(5), insuring against toss or damage b t. Pram.& Such name sass be kr d (epitomical cos& as to sats shall exist from time to time, or hs an0um required by any Lerda(s), but it no 1ave,t mare ten M curwrardeity . noble and ararlt . Soured. Khba 4104004 A. Iy reason of dee unique nature or age of Mo improvements involnod. sari Mow amount •s Ess tin k1 mepbarnrt crest, lessee-Omsd Mentions and Unity Instalation, Trade Fixtures and Lessee's personal property shat ba Mind by Laasa pears b Paragraph 8.4. It the averaspo 6 aneride and cornmorciady eppoptase, Lassoes policy or policies shall insure against all Mks a tinct physical b= or dreg. (sacept M park d stood endear eerehg410 unless rooked 171 a Lander or ktduded in he Bass Premum)i inctudk1g cceaga kr any angora coos reading Iron atria tamed Ord lemwetre annual. of coverage ter tho enforcement of any ordinance a law regulating Me reconstruction a repairman day inimical socked or to Braking required to be demolished Or removed by reason of the enforcement of any talking, toning, safety or Sind too 1r= as the maul of a covered 6=, but not i ck4dq paw glass irsuanos. Said porky or parades shall ats0 contain an agreed valuation provision h lieu d ay ao•itaaarca terse. unroof( Of s4bcogdur1, and Hain guard protectors ausknq an monk in Me annual property Insurance coverage emote by a factor d rot hos Sin is adaread ILS. Oay.80..t d Labs Casusbr Price Wax for Al Urban Consumers for ma city nearest to where rhe Premises are loaded. r(0) Rental Woe. Lessor shall also obtain and keep In fate Being tamam na fie Leese a polo, a pokier In is stuns d Lessor, will toss poetry lo Lessor a P r any L 0(101(3). insuring the toss of the full rental ark other chigoe mot* by ere irisin ol tin Bating b Loess ton one year ('uscluag ad Real rope ly Taxes, inst=ates Costs, erg Common Area Operating Eateries and ay Modred roma increases). Said ignorance grief provide that is the worn Ma Lease Is terminated by reason Of an Insured loss, he period of ifdertney for gni coverage shag bit wands, be=ard to dale of the completion a repairs a fetla00mont of me Premises. to provide for one full yoaes loss Of rental revenues Ian rr dale of any soh loss. Said kouana shoe contain an agrees valuation provision in HOU Of any C0'insirande clause. and the Maul of coverage sial be alp mod aurally b mien to trained mord acorns, Ray Prppprty Taxes. insurance premium costs and Other Osporuos. It any, otherwise (tayade. kr tate rad )2 -meati pend. Cannon Ates Opening Exaotsac ctrl. inadia cry debollo amount in Ste event of such 4055. (c) Adjacent Prenatal. Lessee shall pay for any inaeasa in he pre iu % tats property kVA/WIGS d ted Bain; aro fa 0b Common Maar or other buildings in the lydustrtal Cerner a said increase Is Coded by Lessees acts, omission., u e a occupancy of es Priming MULTI-TENANT—GROSS D American industrial Real Estate Assonaacn 1493 .�� Ihe Insuring e Lessor not as Instalationstunteat thele •dem i0 question has become the pproperty et LessorPu tier Woo shalt this Leese. to insurer leasee -Owned MeratlOns and Utility 84 Lessee's Property Insurance. Sub(oct to the regdkements of Paragraph 8.5. Lessee at Its cost shah elbher try separate Poky a. of 138100'0 option. by endorsement to a porky already harried. maintain (nuns as coverage on all of Lessee's personal property, Trade Fixtures and Lessee-Den/4 Atteradom and Verity Installations in. on. or about IM P1e17113as slimier in coverage to Nat carnal by Loddon as the Insuring Party under Paragraph 8.3(a). Such (030re1M shad los Y e replacement cost coverage with a deduc4ble not to exceed 81.000 per Occurrence. The proceeds from any such m.0ra100 elect be used by Lessee kr the replacement of persona property and ate restoratkm of Trade Fixtures and Leasee -Owned Moscone and Mary Imtatlaticro. Upon request from Lessor. Lasses snail porde Lessor with writer, evidence O84 such insurance a In force. 8.5 Insurance PoUcl.e. tnsurance woad Mrpnb0r shall be In companies duty licensed to transact business in the State venom th0 Promisee aro room. ea. and maintaining during 4140 pdicy term a 'Genera Poaryhadera Rating' 01 at least B.. V. or suds other radng as may be required by a Larder. as set tonal in try most current issue of 'Beers lnsuraoce Guide.' Lessee shall not do Or permit 10 be 00160 anyaung which shall invalidate the insurance po6dee refund bin tea Paragraph 8. Lassos shall cause to be deemed to Lessor, within saran (7) days after the eaAyr of die Early Possession Date or the Commencement 0ate, cant nee moles of, or cerencet05 evidencing the 001010000 and amounts cr. the msuroneo required under Paragraph 8 2(a) and 8.4. No such poiry snail be cancelaaa a suu)ect to mo nnca0on ex0opt Lina thirty (30) days' pdor written node to Lessor. Lessee snail at Nast thirty (30) days prior to the expiration of such polices, hr. (1411 Lessor with evidenoo of renewals or 'Insurance tenders' evidencing renewal Mentor, or Lessor may order such Insurance and cwge the met mond b Lessee. With amount shall be payable by Lasses to Lasso( upon demand. 8.8 waiver of Subrogation. Without affec1ng any other Ague or remedies. Lessee and Lassa each hereby reissue and relieve the oder. and waive their entre right b recover damages (wether in contract or In lort) against the other, for loss or damage b NW property arising Out of or incident to the was required to be Insured against under Paragraph 8. The effect of such releases end waivers of the right to recover damages shall not be linked by de amount of Insurance carded or rtquded, or by any deductle s appacabte thereto. Lessor and Lessee agree to have then rsspo re Insurance mmpades issuing property damage Insurance wawa any right 10 50010gaaon that such oompenies may nave against lessor or Lessee. as the case may be. so long as 01 insurance ns not Invalidated demise. 8.7 Indemnity. Except tor Lessor's negligence and/or breach of express warranties, Lasses shall Indemnify, protect, defend and hold harmless the Promises, lessor and its agents. Lessors master or ground lessor. partners and Lenders. hos and against any and all claims. less al rents ardlor damages. costs, Liens, (u0gmente, penmen, toss of perrwes. attorneys' and mnsu0ar1ts' fees. expenses and/or liabilities arising an d. knwoMng, or in connection with, the acapancy or We Premises by Lessee. tno conduct of Lessee's business, any act. omission or neglect of Lessee, its agents, contractors, employees or invitees, aria out of any Oelaun or Broach by Lessee in me performance in a timely manner 01 any otYgatio0 on Lessee's pan to tie performed ander Ode Leese. The tore - going snarl include, but not be Waned to. me defense or pursed of any claim or any action cc proceeding Invavod therein. and whoner or n01 (in the case 01 dams made against Lessor) 11tigal00 ands reduced to judgment. In case any argon or proceedr9 be brought against Lessor by reason of any of the faogo(ag matters. Leasee croon notice horn Lmsof shaft 0o!ono me same at Lessee's expense by counsel reasonaley sadafactay to Lessor and Lessor snap cooperate ouch Lessee in such defense. Lessor n000 not nave first paid any such claim In order to be so indemnified. 8.8 Exemption of Lessor from Liability. Lessor shall not CO Gable for Injury or damage to the persona goods, wares. merchandise or other property of Lessee. Lessee's employees, contractors, invitees, customers, or any Other person in or about the Premises, whether such damage or in(ury Is caused by or remits from fire. steam, electricity, gas. water or rain. or from the breakage. leakage, obstruction or oma defects of pipes, are sprl14 Jove. wires. appliances. ptumo• )ng, air conditioning or lighting fixtures. or from a1y other cause, whether sad awry Of damage lawns from COndrtions arising upon the Premises or upon other portions of the Buildng of which Ne Premises are a pan, from 05101 sources Or places, and regardless of whether the cause of such damage or injury or the means of repairing the same is x0083 1ble Or fill. Lessor shall not be hate ler any damages arising 110m any actor neglect of any other lessee of Lessor nil from the failure by Lessor to enlace the provisions of any other lease in the Indusblai tenter. Notwith0tanding Lessor's negligence or broach of We Lease. Lessor once wdar no circumstances be liable for Injury to Lessee's business or for any 1006 of inane or profit thervhon. 9. Damage or Deeblh0don. 9.1 Dennittone. (a) "Premises Partial Damage" shall mean damage or destruction t0 the Premises, other than Lessee -Owned Allocations and Uaty Installations. tine repair cost of which damage or destruction Is less than fifty percent (50%) of the Den Ropiacememt Coot (as defined in Paragraph 9.1(0)) day Premises (exclud- ing Lessee -Owned Alterations and Utility Installations and Trade Flames) immediately prior b such damage or destruction. (b) "Premium Total Destruction" Muth mean damage or destruction to the Premises, other than Lossoe-OomeO Maatlona and 00141 Installations. the repair cost of which damage or des0ucdon is Shy percent (5014) a more of Ins men Repacemem Cost of the Premises (*educing Lescol-O.rnod Massone and fealty lnstaeodom and Trade Fixtures) immeceate4)0 poor to such damage or desbuodon. In adOTbn. damage a dostluc0on f0 me Building. oma than Lessen. Owned Alterations and Utility Installations and Trade Fissures of any lessees of the Bubdng, t o Oast 01 which damage or d051ruc0o0 is fthy percent (5016) or more o1 the then Replacement Cost (exdlr ing Lessee -Owned Mer/Mons and Utility lnstapadons and Trade Fixtures of any lessees of the Bulking) of the Beading .Nal at the option of Lessor. be deemed to be Premises Total Destruction. (c) "Insured low" shall mean damage or desiructon to N. Premises, other than Lessee -Owned Alterations and Utility )nsfalladons and Trade Fixtures, venial was caused by an event required to be covered by the insurance a/salted in Paragraph 8.3(a) krespecove of any deducebte amounts or coverage limas avowed, (d) 'Replacement Cost" shah mean the coat t0 repair or rebuild the mon:reamer= aimed by Lessor at the tkte of the occurrence to their condi 00 existing Immediacy prior morass, including demolition, debris removal and upgraong required by the operation of applicable buildup dodos, Oran ants or laws. and without deduction for depredation, (e) 'Hazardous Substance Condition" shag mean the ocrvn6nce or discovery of a condition involving the presence of. or a contamination by, a Hazardous Substance as defined in Paragraph 8.2(a). in, on, or under the Premises. 9.2 Premises Petted damage--tnaured Loss. II Premises Pardo Carnage 01a is an insured Lou mon. Nen Lessor shall, al Lessors expense. repair such damage (but not Lessee's Trade fixtures or Lessee -Owned A0aradons and Witty Imnllatiors) as soon as reasonably possible and this lease shag continuo In Nd force and shed In the event. however, mat there Is a shortage of Insurance proceeds and such shortage is due to the las mal by reason el the unique nahre of the improvements In the Premises, fat replacement cost Insurance corsage was not oomrnerdary reasonable and available. Lessor shall have no oda). aeon to pay fame shortage In Insurance pr0eeeds or to fully restore the unique aspects d Me Premises unless Lessee provides Lessor with the funds 10 00004 same, or adequate assurance thereof, wain ten (10) days lassoing receipt of wntten notice at such shortage and request therefor. If Lessor receives said funds or adequate a0curance thereof mlhin said tan (10) day period. Lessor shall compote mem as soon as reasonably posslbte and this Lease shad remain in tub fila and effect. 0 Lessor docs not receive soon funds or usurance within said pnnod, Lessor may neverteess elect by written natal o Lessee within ten (10) days thereafter to make such neater/Oen and repair ask commercially reasonable with Lessor paying any shortage In proceeds. In which case this Lease shall remain In full force and effect 8 Lasser done not receive such funds Ct assurance ratan such ten (10) day period, and i1 Lassa does not so elect to restore and repair. Men We Lease shad terminate sorry (60) days IoRowing the occurrence o1 me damage or destruction. Unless otherwise agreed. Lessee shall k1 no ovum ewe any right to reimbursement horn Lessor for any funds contributed by Lessee to repair any such damage or 00atnrc6orh. Premises Pardee Damage Oue to hood or earth- quake shall be subje1 b Paragraph 9.9 rather than Paragraph 9.2, notwithstanding that More may be some Insurance coverage, but me net procooes of any such insurance shall be made available for the repairs 11 made by either Parry. 9.3 Parted Demegs—Uninsured Low. I1 Premises Par4al Carnage that is not an Insured Loos occurs, unless caused by a negligent or wilful act of Lessee (kn which event Lessee shall make the repairs at Lessee's expense and this Lease shall continue in tut tate and tined), Lasso may at Lessor's option. either (r) repair such damage as soon as reasonably amide at Lessors expense, In which event tra0 Lease shag 004400 0 In lug len end effect, of (ip give wr1- Ion ratios kr Lessee within thirty (30) days aria receipt by Lesser of kn0Medgo of the occurrence of such damage of Lessor's desire o terminate ms Lease as of Me date sixty (60) days following the day of such notice. to ire event Lessor elects m 900 such note of Lessors intention to terminate this Lease, Lessee shalt rave the right within ten (t0) days after the receipt el such notice o ea., written noacw b Lassa et Lessee's commitment to pay for the repel d such damage totally at Lessee's oxponse and without rolmbursamem from Lessor. Lessee shall provide Lessor with die required funds or sadsfact ry assurance tneroot 46014444 thkry (30) days to3owing such 00mmitmem from Lessee. In such avant this lease aria! mndnue in lug lace and effect. and Loasor 01ab proceed to make such repairs as scan as reasdrla ly possible atter the required hinds are available. If Lessee does not ghee scab notice and provide the hunts a aasurarloo thereof with- in the times specified above, this Lease shall termufate as of the date specified In Lessors notice of termination. 9.4 Thad Deehuc0oa Nawimstanoing any otter p0vison hereof, n Promises Total Deatnctfon occurs (inducing any destruction required by any autho- rized pudic authority). this Lease shall lam/nate sixty (60) days following the date of such Promisee Total Destruction, whether a not the damage or destruction is an Insured Loss or was caused by a negligent or wilifud act d Lessee. In the event, however, that 550 damage a deabuedon wilt caused by Lame. Lassa shall have the right to recover Lessor's damages from Lessee except as released and waived In Paragraph 9.7. 9.5 Damage Neer End of Temp. If at any time during the last six (6) maiMy of the tarn of this Lease there is damage for which the coat to (opeir exceeds one month's Base Rem, whether or not an Insured Lou. Lesser may, at Loeacrs c(xbrl terminate mitt Lease ertoctivo a (60) days folawing Me dam of occ mends of such damage by gMo g wmtsn notice b Lessee of Lessor's eiecOon to do so within tarty (30) days atter the date of ocortenbe of such damage. Provided, however, f Lessee at mat ear has an oxsrdsade option o extend Moa Lease a to purchase the Premises. mon Lessee may preserve gift Lease by (a) exercising wax option, and (b) providing Lessor Whitt any shortage in insurance proceeds (Cr aa0quate assurance there if) neddod b amts to repairs on a before M. earlier of (I) the date which Is ten (10) days after Lewes's receipt 0f Lessors written notice purporting to terminate this Leaas, or (w) the day prior to the date upon weld such option expires. If Lessee duly exercises such opson during such period and provide. Lessor wen funds (or adequate assurance 8aeof) Oavor any shortage in insurarxe pt000e03 Lessor shah. at Lessor's expense repair such damage as soon as roasonaley possible and this Lease snag contain in MI face and effect It Lessee I01U to exercise such option and provide such funds or assumes during tw t period, then this Lease snail tamina:o as of Me dao set IoM in IM fire a0ntence 01 this Paragraph 9,5. 9.6 Abatement o1 Root(; Louse's Rerted(w. (a) In the wont of (t) Premises Partin Damage or (0) Hazardous Sul:educe Condition Ice *Non Lessee is not (ega.ly responsDe, to Base Rent Common Ares Operating Expenses and Wier Charges, O any, payable by Lessee hereunder for the period Wring which soli damage or =cation. as repair. fame - Mean or t abragon 0aainue3. shag be abated In proponfon to the degree te which Lessee's use el the Ptemuses is Impaired, but not h .x1006 Of Proceeds 41045 insurance required b be carded under Paragraph 8.3(0), Except for abatement of Base Rent. Canvass Area Operating Expenses and other charges, l arty, all aforesaid. ag 0010r 0d00ons a Lessoo hereunder that be performed by Lessee, and Leasee she! have no clam against Leecor to any damage suffered by few aa1 of arty such damage, desSuMon, repair, remedt5M0n or restoration. MULTI-TENANT—GROSS Amelcan Industria Real Estate Acsodation 1993 --8-' shall not (b) n Lessor shall bo odigaled to repair or restore to Promises under todes S abOmt a Paragraph Lessee9admay at tlnel Pce, m 4 m.wof faidsurds way the repair0 1100, 100 n use Prno@ce to w4Qil 0 tanned tl� Launders d which Lo6600 has aabal notice d Lessee's &&action b terminate this Leone meal d snot resale a to y (60) give sump(( rotes bLessor d3 noose.11 Leasee gives such notice to Lessor and such Lenders and such repay 01 reaiwraeo 1 e ata date noted than sixty ((30 days lafter receipt q tip giving r (oboe. this Lease stall terminate as d the Cate s9001 d in said race. Q Lessor a • Len00r Lem. net mentos M0 re 01 01 recto (30) can ata nies effect Comm fns repair or in Son gr the .6 snarl an at arm (30) days cher the authorizationreceit of such notice. this d the pre9ara00n a tho�owued Warts• e shall Nle bg0egin beginning ce d 050 scar -Canmeroe' u used in Nis Paragraph 9.6 spas mean attar Ove unconditional O wok on the Premises. wh lever Occurs fast. n ere ch Cele Lessee 9.7 Hazardous Sublime*, Condttore. 11 a Hazardous SObStance Condttton =cum unless Lessee Is IegailY reaponsafee ther0lor and remeda0on cheroot required by appeceble Requirements and this Lease shall continue in NV force and Met. but 5x3001 so Less nuke ms Immr Paragraph and Par apt 13), Lessor may at Lessor's option either (1) (masticate and rine/date such � 04th, Substance Lessor's ,Ants under 1 soo6.a a at Lessor's expense. in which evert this Lease shall continue 1n Ito face and Meal. or ( ) C rt to I aro Oto and r soon s rs ulna cl hon possible ReM a 9100,000 wnKriwer .5 greeter. give lessen nodal a cost a (wanks en recreates* such pt La 80001exceeds twelve.404(ta)ttimes ne d such Hazardous SWsta0Oe Con100n of Lessor's desire so &menet, cis Lessee s o4 1110 1 (30) data odor 431)0 by thenar a IO oucfl not o pr the ethos ease. Lease u d me data any (60) daY3 bemiring the due d such notice. In to event Lessor ,lace. b qhs such neoce d Le„sorY imenOPn b sermintu this Lessee etas have the note rattan len (10) days alter the receipt 01 such naive b give %oaten notice to Lesser d Lessee's oomerri0nUm pay el (a) Investigation and remediabOn 01 SUM HaZaidaJS Subetan0e Cord,i0n to to extent required by Ap91+020M Requv000 °n1. Ova (bm) en aen equal so 1w0Ne (12) amts the then monthly Sao Rent or S100.000. whichever is greater. Lessee ansa provide Lasser with the kinds rewired d Lessee or sasistacory assurance theteol within thirty (30) days (ouowuh9 said commonent by Lessee. In such event this tease shaft contours In full lad and Mea. end Lessor shad Pro- cate does not gsre te* ana eed 10 make Suri I060oo of ore and remedaof w as soon as rea1aadY possibleatter this eat termthateeaas me date specified Lessor's na' e d ter- provide No required 38106 a assurance 3500004 within the Otho p04100 sfoebOd m8nab0n. b Nis Paragraph 9, Lessor shah return b lessee any advance payment 9.8 Lessee to 05000 Addso m 01101 55ts. 0 6 S fermi, on OI this Wase pursuant made err Lessee n Lessor and so enact a Lessee's Soauay Noose as has rel been, Or Is not then required b be. used by Lessard erms of els Lease. � Ptete+res and 9.9 Wolves or Salines. Lessor ane Lessee agree that 35ms d 0 terthis Lease shat govern the effect of any carnage te or the Suis ring veth respect to the termination of this Lease and hereby waive the provisions of any present or Mute statue to the owns It Is Ircoruistent nerowr0. 10.1 Payment of Taxes. Lessor alia10. Real Property Taxes. 10.2(a), aop6rable b to Mediated Carta, arks except as rAh- s pay the Real Properly Taxes. as defined In Paragraph 0rwise provided in Paragraph 10.3. any increases In such amounts over the Base Real Properly Taxes shall b0 incUded in the Ca uset0m of Cashman Ana Operating Expenses in accordance with the provisions el Paragraph 42. 10.2 Reel Property Tax D.fnttl0na, may special, atfnary a exttaa6• (a) As used herein. the term 'Real Property Taxes" shall incudo any form d foal estate rax o1 assess her than Inheritance personal general. a Dotal, taxes) encase* upon nen, and to acensO loan ycamerae/ ha�n 9 m •shoot ex a ed power to lax• iment bond or bonds. ncluding acx tax ny dq•. sato or federal government. a arty sand, aprlaasa�• tea'. N. Industreet drainage. Canto oY >thY � YTaxeso seas abs Oer0 h0 ou. fire. 010 11 httre01 or other income ether, roma thereof. son's ,sant al eosin a ago hemi es. The to 15 Re In the Property Ta Comer a ant' paean • f e .levy rise to rent c other enoome mosses* ands Lessor's by business of loathe the 65109. or ch � In -ReelL �g ,sea. during the term d fhb leo. 0. including but a Charge, or any mosses., in t1 Hadar hip of 11 e I reason of enrol r in the 4 , a Nrs Lease, a any motif ' Lotto, rncuditfg twt not limited to a cnan9e in the ownership d 350 Industrial Center a in the improvements thereon, me execution don. amendment a hans(a Meteor. and whether or not eoreempated by Which aro asap-.sed against the (eren'n05• Taxes' shall be the anpuM of Rea( Property Taxes,s*ler calendar year. to Rear Property (D) Ty used heroin, the 1061 'Bees Reel Properly the car number d days l) 9* s0011 Taxes(or Common Areas In the snail a Year ed in whits ul i Lona* h executed. In aacul0btg Real Property any Taxes fa any reel ,sate to year snap La included M the calculation o1 Real Property Taxes la such calendar Year taloa upon Calendar year and ax year nave in common. m tip Lax assessor's records and work 10.3 Addlden& lmprovem0na. Common Arw Operating Expenses shall not Include Real Progeny Taxes specified sheets as being Ceusod by *Wormer Improvements placed upon the Industrial Center by caner lessees or by Lessor la the etcttsive enjoyment d such otter lessees. Nom1hstanding Paragraph 10.1 hereof. Lessee shall, however. Pay to Lessor at the time Common Area 090033 g Expenses are payable under Paragraph 4.2. the entirety of arty Increase in Real Property Taxes a assessed adety by reason of Alterations. Trade Storrs Or Uclay Installations Wooed With Use Premises by Lessee or at Lessens request. Taxes ahiorstod 10 010 Builthrg shoo be an *getable DroP0f00m OI 10.4 Joint Amusement If the Budding h not 6oparatetY assessed. Roel Proparyto be do shad be by *getar trap cr ten 01 the the Real Property Taxes for all el the land and improvements Ino d0d within the ax 93100) assessed, such poparon vaue6ons assigned in the assessor's wok sh005 or such other ,Malnadon as may be reasonably available. 10550r's reasonable determina00n pared. ie 9001 lath, shall be conclusive. Center. 10.5 Lease's Property Taxes. Lessee shall pay (x301 to delinquency al taxes assessed against and levied upon Lessee.Owned Mendota and Utley Installations. Trade Fixtures. IwrJsldn95. equipment and as personal property d 15590 contained m the Premises a s Mord other Induso t 09arWhen possible. Lessee shell cause Its Lesseo'Ohned Moreton' and Utility Installations. Trade Fixer's. shall m endLassoes teal properly, Personal Leasee tr R0'/ aaseued end billed separately from the teal property a tosser. U any of Lessee's said property forth 356 taxes teal p de's e. shall Lessor the taxes alinb lab1e to Lessee's property within ten (10) days ata receipt of a lemon statement setting y. su ed to the Promises. inxiudin9 but not limited b Nocriciy telephone, seamy, gas ai0 N. Mettles, Leese, short pay her with la hal wales and thereon. f anys h sal _ oto motored p tip Premises a sopvaiey � o Qhs Premise , .the5 a Lha l p y to LeS wf any soros poU any on to ben ed by Lessor of all such charges Olney metered a billed with other premises in the Premises, Lessee snarl pay to Lasser a 10 po11reasoads t bah I5 Buil6ng, in the manner and viola the time porlods ser bah in Paragraph a 2001, 12. Assignment end Subteting. 12.1 Leseer'e Cement Required. (a1 Lessee shall net voluntarily or 0./ operation of law assign. Danger. mortgage a d1u0rrise ea1910r Or encumber (0dlosivey. 'assign') or (*do oil a any part of Lessee's interest m Premises Lease or In the Prases wout Lassoes prior &mien consent given under and subject to the tams of Paragraph 36. (0) A change in the control of Lessee shall constitute an assignment requiring Lass016 consent. The transfer, on a cumulative Daub. 0 waverer.* per• cent (25%) or mare of the voting control of Lessee sn0s censtmne a change In 00111051 for lids purpose. wit of merger. Lao, aalusrbon. amercing. rofiror�+n9, (c) The invotwmens d Lessee a i'3 assets in any transaction. 0r series d transaction (byn of this _ or Y or WO result transfer, n a redurction M the NotDuvall orth of Lessee.. asethet or not is hereinatter defined. by n amount e& assignment or qual to or greater than twenlyfiv0 percent�(26%o) al such Net Wont' of Lessee as It was represented to Lessor at the One of lull transactionau:radontra05 and s consryery oft ng L ��ne or at at��,e el the sist 0010 e�t� Wo a01pLessee vasa a which Unser has consented. or eater. shaS Ori as a 0+0000 int assignm ntprioro to said asey Lessee to which L withhold ns consent "Het Wont of Lessee- rot purpes°i bethe n0* an tug Lessee of idu Lease y uant b which Lessor may generally reasonably ed 50cour0309 chewin ss nens;5ien1M 09p(1ed. W the net won't001 ssigno ent or em any Guarantors) rnadi st in uads ase without aawW r wmten consent shall, at Lessors option. boa Default (d) An assignment aag Or 13.1.01 d o 'cur 1 interest 1 lith Lease necnN Lenore spenotion a prior t 1.5001 eteca b bort such uno011600d to a.si atter nodes per Paragraph 33.1. or a rhEiteec 1. a Breach 03 (156 the cyte 00 it any i)ter and bras, 9a(0d• p assignment or subletting as a ndnturattb &cant, Lassa shat naw the right p either: n terminate this Lease. a (II) upon thirty (30) days' written +loco ('Lessor's Notice"), Increase the monthly Base Rent lot the Premises to the greater of the then tart market rental tip raw muketet ronnl value. a ady de by pruned by Lessor, a one hundred ton percent (110X) of the Babe Rent then In effect. Ponding against the next the new fait c ease Rent value, ds std arty Lessee, Lessee shall pay th0 amount sat lath lin Losses Notice, with any overpayment Credited upon Me doornination thereof. Further, in the event 01 such for thech penile hal djustm to the ee par ase of a adjustment apn to W de's. Galand e 91�a051101d byy(25380 shall b0 subject 10 &meat st rtmraa to went of such Breach Oro 03 rel adjustment. determined the t less r (Ce 400 ce stades- ce seen la r m�ket value es romises asshighstby Lassa (encs in the Loose belly r one hundred re to pence (11014 o) ff the price Ixoviousty M 011W. (4) err'(' lnd,o' and ed rental 0 N1) Premises at es highest and Dost 830 and m 9000 contained in Ids Lease allbe ace one sted to ten t the C Irslex be delemanol with reference to die 11n000 pptica l0 too the amm ice o of sett) a juaeneM.nt .aartd ('sl( u7 fixed renal arfusrmen13 scheduled during the 0010 i� d the Lease lam seal be increased in Q+0 same ratio as the now rental bears b the Base Rent In @tett (mmeolatety prior to the adjustment seedbed N Lessor's Mace. (e) Lessee's remedy for any breast 0) thlh Paragraph 12.3 by Lessor shall tae limped to compensatory damages ardrdr injunctive meet. 12.2 Terme and Cond)tlons ApptIabk to Aa79rnpnt and Bubb/tang. (a) Regardless dl Lessor's Consent any assignment or Sub10N0g shay not (I) be effective without the express written as rsb a lLBSD"a pa (03essee 0f the otd(gaIdns of Lessee under this Lease, (6) release Lessee d any obligations hereunder. nor (n1) alter the pessary meal of Base Rent and other Bums due Lessor hereunder or for the pe,ormance d any other oaXgaoons b be petiorme* by I.es5430 such Nis Lease. (0) Lessor may accept any rent or perlon ante of Lessees odigatbro from any person other than Lessee ponding approval of disaprx0h23 at al assignment. Neither a delay in the approval a d)sappreval of Such assignment nor the accepan00 0l any rent to pe0Orm0nce shall 00001001° a waiver or anomie Of Lessor's right to exercise its remedies for the O0laua or Bread's by Lessee of arty Of the terns, covenants or conditions d this Lease. (c) The consent of Lessor to any ass)9nmont or subietting shall rel Constitute a consent to any subsequent assignment Or su3k0Q0g by Lessee a r any sstzoquent Or sucCeSs(ve assignment a subliming by the aas)9nee Of sublessee. However, Lessor may consent to 5031100130163011006800 assignment of the Statlease Or any amendments 0relieve persons from ' aids Lease ( mocificelons thereto without rodhing Lessee or' r e anyone elsesubliable under this Lease or the sublease wordswords*oder( the 00n50M and such ea MULTI -TENANT -GROSS -6- CS American industrial Real Estate Assoc,a0on 1993 (d) In dui event 01 any Default or Breach or Lessee's obligation under titre Loose. Lessor may proceed Prouty agatrer Lesee . any Guarantors or any. one ase responsible for to peAamance of le Lessee's odgadons under thin Lease, Induclrg any sublessee. without firth exhausdrg Leaaa'0 remedies against smother person or enuly responsible therefor to Lessor, or any security hero by Lessor. p) Each request tor clamant to an aadgnrem ler subletting 14a0 be In writing. axompanied by information relevant to Lassoes determination as 10 Oe nnandel and operational ,esponslbmy and eppropnatetesa of the proposed assignee or sublessee. 4,du01np but not tfodted to the intended use angor required modification of tees Promisee. if any, together wrh a non-refundable deposit 05 31.000 or Un prowl (0016) of the montly Base Rem appteable to de mew of tna PrerNses *No IS 1110 8b(ed 01 the Ix0posed auigMnern « wbleese. whichever le greater, as reasonable 0OtlsWeraQOn for Lessors considering and pro- ceasing the request for consom. Lessee agrees re povde Linear with such other or additional inkrma3on slither doamentaOon as may be reasonably requested by Lessor. () Any assignee of, or sutuessw under, this Lease snail. by reason of accepting such assignment or entering into suds sublease. to deemed. for the benefit o1 Lessor, to have assumed and agreed to consort and comply with mads and every lane. oovanenl. condition and obegatbn herein to be coo. od o paa, termed by Lessee during the term o1 said assignment or sublease. other than such obdgauona es are =Mary to or inconsistent with ;envisions of an aeagnmere or subfuse to which Lessor has speriOcaty consented In wrr1n9. (9) The pence of o transaction described ki Paragraph 12.2(c) shall give Lessor (he right (but riot the obligation) to require that the Security Deposit be increased by an amount equal to six (6) limes the moss monthly Base Rent, and lessor may make the actual receipt by Lessor of t e Sear(y Deposit increase a cond(don lo Lessors cvn3enl 10 WCII transaction. (h) lessor. as a oond(don to giving its COnSen( t0 any assignment or subletting, may require that the amount end adjustment scedtAe of ins rent payable under this Leas* be adjusted to what is then the market value ands adprxment schedule for property stroller to the Premises as men ceas0bred. to determined by Lassa. 12.3 Addmonad Terme and Condtnone Applicable to Subletting. The following terror and COrdtdona shall appy t0 any eubletOng by Lessee of all or any part of tee Premises mud shall be deemed included In aA subleases under this Lease whether or not expressly incorporated lhereln: (a) Lessee barmy assigns and transfers to Lessor as of lessee's interest in all rentals end biome arising from any subtend of all or a portion of to Promises heretofore a hereafter made by Lessee. and Lessor may collect such rem and Income and appy same toward Lessee's ob0gatfons under this Lease; emitted, however. teat until a Breach (u defined In Paragraph 13.1) sna0 oCar In the perfoonano0 0f 1003001 obligations under this Lease, Lessee may, except as oOerwfse provided lin 11(s Lease, receive. c0110a and enjoy the rents accruing UMer such sublease. Lessor shag not. by reason of the !08690489 prevision Or any other assi9nmont of such sublease es Ussa. nit by reason oldie cittecCon of the rants from a sublessee. Do deemed liable to the sublessee for any ladwe of Lessee to portant and comply with any of Lessee's obligations to such sublessee under such Sublease. Lessee hereby Irrevocably ate80nzes and directs any such sumessee. upon receipt of a written nodal from Lessor stating that a Breech extols in the portamance of Lessee's obligations under this Lease. to pay to Lessor the rents ane other charges due and to become due under the sublease. Subeaaee shall miry upon any such statement and request from Lessor and snail pay aucn rents and other charges to Lessor without any obligation or 119M to inquire as to whether such Breach exists and notwktutaM(ng any notice room or cairn nom Lessee so me contrary. Lessee shalt nave no nett or claim against such sublessee. or. until the Breach has been cured. against Lessor. to any such rents and other charges so paid by said sublessee to Lessor. (b) In the event of a Breach by Lessee in the performance of its obtgaeo0s under this Lease. Less«. at Its opdon and without any 0811igadon to do so. may require any sublessee to nom to Lesser, in which event Lessor Shaft undertake Ole obdgadons of the sublessor under such sublease from ma time of rte exercise of said option to the expiration of such sublease; provlded, however, Lessor snail not be sable for any prepaid rents or spumy deposit paid by such sub- lessee to such sublessor Or tor any other prior defaults or breaches of such sublessor under such sublease. (c) Any matter a tNng requin g the consent of IM subessar under sublease shall also requite the consent Cl Lessor herein. (d) No sublessee under a sublease approved by Lessor shaft further assign 08 sublet aft or any pert of dee Pnereiees withal Lessor's prior:mitten consent (0) Less« shall drays a copy of any edea of [tarauuft or Breach by lessee to de Sateessee, who shad have OM rtg8 to ars the Default of Lessee within the grace period. if any, specified In such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee ler any such Defaults cured by the sublessee. 13, DeWitt; Breech; Rernedlet. 13.1 Default; Breach. lessor and L055ee spree that II an att0mey is consuhed by Lasso In c0ne00005 with • Leasee Default or Broach (as hereinafter defined), P360.00 18 a reasonable minimum sum per such oeaarrence for local services and costs in Me preparation and servbo of a notice of Deleon. and mat Lessor may Incudo the cost of such %MOOS and coats In sae notice as rem duo and payable to cure said default. A "Dersulr by Lessee is defined as a taws by Osseo to observe, comply with Or perform any of the tams, covenants, commons or rues applcatrs to Lessee under tale Lease. A "Sreoh" by Lessee ,s defined u the commence of any ale Of more of the !mewing Defaults. and, where a grace period for ase after notice Is specified herein. Oe Iailwe by Lessee to are such Delauh prior to the expiration of the appti0a0(0 grace period, and shat entitle Less« to pursue the romedios set forth In Paragraphs 132 anti's 13.3: (a) The vacating of the Premises without the intention to reoaupy same, or the abandonment of Me Promisee. (b) Except as expressly otherwise provyed M this Lease, the failure by Lessee to make any payment of Sue Rem, Lessee's Share of Comrncn Area Operating Expenses, or any other monetary, payment required to be made by Lessee hereunder u and when duo, the failure by Lessee to provide Lessor was reasonable evidence of insurance or surety bond required under. 44 Lease, or the failure of Lessee to lurid any obligation under this Lease which endangers or threatens fife o property, where such failure continues fora period of Mee (3) days lapwing written notice thereof by or on behal of Lessor to Lessee. (e) Except as expressly omenviso provided in this Lease, the failure by Leasee to provide Lessor with reasonable written evidence On duly executed original ram, 8 applicable) of (i) complanC0 with Applicable Requirements per Paragraph 8.3. (i) Eno (nspec0on, maintenance and service contracts required under Paragraph 7.1(b). Oh) the rosrsasen of an unauaolzed assgnment or subletting per Paragraph 12.1, (N) a Tenancy Statement per Paragraphs 18 or 37, (v) tto subordination or non•subordina0on d this Lease per Paragraph 30. (ref the guaranty o1 die performance of Lessee's obn9adons under Ih(0 Lease it required oder Paragraphs 1.11 and 37, (vi) t he execuOOn of any document requested under Paragraph 42 (easements), Or (55)) any other documentadon or information which Lesser may reasonably require of Lessee under ins terms of this lease• where any such latlure continues fora period 0l len (10) days following written ratios by or on Dehaff of Lessor to Lessee. (0) A Default by Lessee as to the terms, covenants. conditions or provisions of Ods Lease, or of the rules adopted under Para9rapt140 nsreol mal are to be observed, Complied w(d1 or p0rionned by Leasco, other than Mose described 1n Subparagraphs 13.1)a), (b) of (0). above. whore such Default continues for a period of Moly (30) days after cannon notice thereof by or on Dotal of Lessor to Lessee; pov;ded, however, Met n this nature of Lessee's Default Is such Mat more than It* (30) days are reasonably requited for its cure, mon h snap not be deemed to be a Breach o1 this Lease by Lessee id Lessen commences such are with- in said Mkry (30) day period and thereafter diligeney prosecutes such aro to rbm peters. (e) The occurrence of any of the ea0w1ng events: () the making by Lessee of any general arrangement or assignment ler the benefit 0f saloon: (k) Lessee's becoming 8 debtor as defined in 11 U.S. Cade Section 101 or any successor stable thereto (uNess, in the case of a paupers Sled against leasee. the same K demisted within sixty (60) days); (J) to appointment of a trustee or receiver t0 take possession of subsmnndalry all of Lessee's assets located at the Premises or of Lessee's interest In leis Lease, where possession is not restored to Lessee viridian thirty (30) days: or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets ecatod al the Premises or of Lessee's Interest M this Lease, where such seizure is not discharged ...Mtn ddry (30) days: provided. however, in the event that any provision of Mie Subparagraph 13.1(0) Is contrary 10 any applicable law, such provision shall be of no !orae or eller. and shall not elect me validly 01 the remaining provisions. lase. () The discovery by Lessor mat any 4nandas statement of Lessee or of any Guarantor, given to Lessor by Lessee Or any Guarantor, was materially wren respect It the p0Aormenos of Lessee's obligations under ads Lease is guaranteed:) rho death of a Guarantor, Of) the termination or a Guaranax's liability spat to Mis Lease other Man In accordance Aim the corms of such guaranty, (ii) a Gturama'a becoming (resolve 1 or the robjed of a bankruptcy IWng, (fir) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of ea guaranty obllgadon on an anedp0tory breach basis, and Lessee's failure, *join ditty (60) days following written notice by or on behalf of Lessor to Lesson of any such evom, CO provide Lessor vrlth wrilon ahemadv0 assurances 01 soaaity. which, wen coupled with the then existing resources of Lessee, equals Of excoeds the combined Handal resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedios l Lessee fats to perform any affirmative duty or obligation of Losses under this Lease, within ten (10) days atter written notice to Lessee but Onot sees b Mor in case en me o0 kwithout a pig), Lessor may at Its option (Duh without obfgadon to 40 so), perform such duty et obligation on Lassoe's behalf. in0u0dng such pertomd So t by Lasso( of b0 due annatity d payable bonds, Insurance pok t's. a governmental licensee. permna er approvada. The coats and expenses of any sthe ubank u payable by Lessee to Lasso upon invoice therefor, l any check givenfo Lea3Or by Lbssoe shad not be honored by port which l Is drawn, Lessor. at its own op1on, may require ail inure payments t0 be made under this Lease by Lessee t0 be made only by cashier's deck In the event of a Breach of this lease by Lessee (as defined in Paragraph 13.1), Aids or wrohout hailer notice or demand. and wntnovt Sinning Lessor in the exorcised any right o remedy which Lessor may have by reason of such Broach, Lessor may: (a) Terminate Lessee's right to possession of the Premises by any lawful Melee, In whine case leis Lease and the term hereof shall terminate end Lessee shall (mmodeloy surrender possession of the Promisee to Lessor. In Such event Lessor shall be 0nodod to recover from Lessee; () to wosOl at the time of the award of the unpaid rem which had Wen eamsd at the dmo 01 temunadon; (a) the worth at Me time of award of the amount by which oto unpaid rent suntan would have been earned alter termination until the time of award exceeds the amount of such Juntas loss that the Lessee proved ocuro have been reasonably arcked; (Si) this worth at the dmo of award of the amount by which the unpaid nim for the balance 01 to term atter the time of award exceeds the amount of such rental foss Mal the Lessee proves could bo reasonably avoided; and (Iv) any other amount neussary to compensate Lessor 1« all top detriment proximatoy cat seed bby to me met ofailure r illure Sa moon its ob3galions under this Lease a which In the ordinary pourse of things woukd De lkey Sir rerun therefrom. Including but 801Hmsattorneys' tees, amt that portion aro possession commission ' expenses o) relining, Including necessary renovation and alteration of ole Promises, reasonable y Ing paid by Lessor in connec0on tyros this Lease applicable to the unexpired term o1 this Lease. The worth at the time of awaro Of the amount referred 50 in provision (i5) of the immediately precading Santana, shall be computed by aaeountrg Suds arrant at the 44. count rate el Me Federal Reserve Bank of San Francisco 01.the Fedora! Reserve Bank Distict M which the Promises are located at the dme of award pus one Pere«n (0%). Efforts by Lessor to mitigate damages caused by Lesae6'8 Default or Breech of Ilio Lease shall not ware Lessor's right 10 roomer damages under this Paragraph 13.2 If termination of this Losse is obtained through the provisional romedy o1 unlawful dmath« Lasso shell have Me nett to rodovorin wit pro' !NOW. MULTi-TENANT.-.GROSS ® Arrereert IMIUStria! Real Estate Association 1993 ceeli g to upaid ran end Wmagoe as are recovered° therein. or Lessor may room, she ripen to mows erg ( any Pat tree( in a se for wan rant ender as am• per• 41 1 , and �s peri unod der any soder Subparagraph 13.1(b), (c) a (e) wee nor FareCeaM Vim. a nolo to Pay rumor (414. a b pcdormQuit authorizing the Weker, of Samos ton enols detainer sed ago constant Rte'PACettls nem ex grace period purpa°s required by Subparagraph 13.1(b).(c) Cr (d). In suds ease, the amicable pace period under to uiaww dealiner sour anal rut conn• way atter the one suds slaauory nee. and One lature of Lessee to are the Default within to granter of the two (21 salt Race pagoda slag °onseYro hoot an untaesu5 detainer and a Brsoun Or Orb Lente entitling Lessor b the remedies s omitted Win Ons Lease a6300( by vd statue (0) Continue the Lease and Lessee'S dant to possess:on el eke (n Cafe:anis wader Ca*eava Chi Code Seaton 1951.4) ams Cassia's Broach and recover the ren ash becomes due, provided Lasses has the right to sites or assign. St act tiny to teasoseso Sennas. Linear and Lecsoe agree our T.aeons on sm assignment and suerateng n iris Lease are maenads Acts a nakaapntie or Pnrenvgorl satins to rob( t. Premises. or the appttmnem of a meaner to pow the Lassoes interest under this Lease. shag not wrse6m a onsholon of he Lessee's right b pwssemor. (C) Rowe any other remedy now or hereafter available b Lasser under am law or juiced diodone of the aryl wherein to Premien aro borated_ (d) The expiration or termination of this Lease senior to tern*henen of Laceeet right eo Pose®on stag rate mews Lass.. *ma aapity under any Indemnity provisions of this Lease as to marten earning err accruing death the term head or by roeu i a Lasses'. eccupency of t. Prentice. 13.3 Inducement Recapture In Event of Breach. My agreement by Lets/ Ix lee or abased rens or cow Burgos appfat Io b she PPanisss. or for do giving or paying by Less to or for Lessee of any rash or other tonus, }tiucemrnt or cenedoraken err Lavtee's ereerina ria the Lease, al of .hist tion c*saong we hereinafter referred to as 'Inducement Provisions" shag be deemed ccrxiteaod upon Lasaee's >d and 4064 psfamana a a. at the termt covenants and conditions of this Lease to b0 504tirtned a observed by Loaders Wring the tett hereof as to aeras troy be .nasalis. Upon he ooanenam of a Breath (ac defined M Paragraph 13.1) of this Lease by Lessee, any such Inducement Provision eel airomeeculy W Owned 001ebd Mom this Lease and a no hxher force or edea, and any rent. ohs Marge, bones. 4hdummom or oonsidea0an teamobla abased, gran or paid by Irmo. under such an 411& emend Provision seryl be immediately due and payable by Loisee at Lessor. and recoverable by Lessor. as add io as rent duo odes tis Lenge. notsrigneancang any eloeo40Joo1 pie of said Breath by Lessee. The acCepia nce Dy Lessor el rem or the nae a the &wadi egad) initialed to eversion or this Paragraph 13,3 mai not be deemed a wane. by Lessor of the provisions of tis Paragraph 13.3 unless sperlcaly so stead n wary by Lenon y IN sm0 or such aayxanso. 13.4 Lata Charges. Lessee hereby acknowledges that talo p0ymors Dy lassos to Lessor of run and ober sae pace hereunder wit =arta Lessor to incur costs not mntemptatod by tris Lease, Rae exact amount of wheat will be Wrenoly dfa; b aawten. gads poets hate*, bag are root Sneed b, ami aeosunting charges, and s. charges Wall wtof gr dl may imped upon Lessor by . terns pry lease. moms*,, ora deed tea Canaries Re PTO WMS303. A000nlagy, * any 4astafinem of rent or Wer sum due from Lessee 0311* not be method by Leeoa or Lswurh designee wales Inn (10) dap after wen amount shag be due, hen, without any mqulromom got notice to Lessee, Lessee sad pry b Lessor a gag 04 9n egsl to 0* pates (6%) or salt owe5ae amo,aL The partes hereby agree that such late charge represents a fair and reasonable osmate a the costs Ceclor wet incur by reason of lea payment by Lessee. Accepter*os of such gage charge by Lessor shag In no event constitute a warier a leeseeb Dotal or Enrich wih respect to suds overdue ahead. mar prevent Lessor Lasa from exercising any of ttthe 0 other rights and remedies granted hems der, In. event ta tag U charge payable hereunder, der, whether a not oos0aod. for thee (3 spatia .) mos insternertes 01 8x50 Ron!. then notw4hstandnp Paragraph 4.1 or any other poison of gm Lease b contrary. y. 8ass Run, stag. of payable quarterly in advance. 13.5 Breech by Limos Lessor she not be deemed In breach of this Lures unless Lessor pas wafer a miasmata* One to perform an obligation rewind b be performed by Losses. For Purposes of his Paragraph 13.5, a roes:r ob* bras sae* n no mare be las van fiery (30) days ,afar receipt by lessor, and by anY Lendings) whose name and address shag have been furnished to Lessee in wane for aces purpose, of rate= rneoey Moroi) side ° Lessor1 rnas not boon pertom.d; provided. however, that t the nature i{F o Lesmor's ci *s o R admon tut oo tem tiny 13 0) day cult hood reason a inlets d ire ppemlora , then Lessor shall not be n aaacl a Res Lease f porlomo aaa is oo ern ct weer such thirty (30) day Pvd aand taorealt or 14. Coedernnsdon. 6 to Promises or an/ portion thereof ate talon uxfer he power of entrant dean or sob mclor the area of to morose 01 sad power (erg of which are herein crged'Wndenktaton'), ties Lease snag tormnece s ei the pat se taken es a e. dug Ito condemning authority tyres 1100 err Possessor, whichever drat occas- t more than ton percent (10x) of the floor area of the Pnniees, ( more tut bror*y4,. moire (25%) a tie peen a the Common Areas designated ler Lessee's perking, is taller by condemnation. lessee nary. ore Le6Y90's °peon. b ba =erased in .many .0111 rn (10) days anon Linter Shat have given Lessee whiten now of such taking for In the absence of such nice. viten to (10) yya arta, the confwra* 9 *duly slog have taken possession) terminate this Lease as of the date the condemning authority takes such Possession. t Lessee does nor Ysnirtaa this Lame in a eerdaoe with ta foregoing, this Lease shag remain in 4041 foroo and agog as to the portion of the Promises ru air*y, lamas that the Base pun Our be reduced in 0e same proportion as Rr rentable tier are of t0 Promisee taken beans to the Iola) rentable floor arse er the Pnneieea. No redaction a aro Rise sag oaar l the cendenme4ah does not apply to any Porton of the Premises. Any award for h0 taking of al or any pan a r. Ptvrises wader to Power a west dance of army Payment made undo( threat of the exercise of sum power shall Ise the property of Lessor, whether .adv award shag be nape as cvrpeneadon 5/ drm*oion at oak* of R. leasehold or ler one taking of the fee. or as severance damages: provided, howawr. that Lessee std be *45.33 b say °vhyerrs«. *caraway awarded to Utast* fa Lessee's relocation expenses ander less of Lessees Trade Futures. n do evert that this Leese Is rag tvmrrcaed by reason a such condcometon. Lessor shag to me extent of es net severance damages received. over aro above Lessee's Share or he byal aril other expanses innsatl by Laser in he codernwlon mat. tor. weak any damage to the Premises caused by loth cendonvaton wrtori y. LOaw slag to rhespvvaine fort. payment of pry amount in excess of such net severance damages required to e5mpiete such repair. 15, Brokers' Fees. 15.1 Rao rang Cause. The Broker(s) named in Paragraph 1.10 brae tie pluming pause of this lease. 15.2 Additional Terme, Unless Lessor and 8roket(s) have otherwise agreed in wetting, Lasso agrees nuc (a) a Lessee oxafrisas pry Option (as deemed In Paragraph 39.i) granted urefer his Lease or any Option subseguerr0y granted. . a (b) g Lessee acgeres any 4404 s to a. Pummes Of otter ponces el hNtith Lessor has en Interest or (c) it Leasee 10nains in possession of the Pronatis with he consent 0( Laaev after he aspiration of shalom or this Lease alta ha0rg lyled 10 exorcise 3 °adorn, or (d) I said Brokers are the marring cause el any der lease or spa erased Sao betiw00n R. Palma partaking to the Premises anNor any acqacent property In which Lessor has an Interest, a (o) if Base Ron is naeawd. waster by agfmm.nt or operates of an mrrFa ion darker heron, then aS to any of sad sartsecdona. Lessor shall pay said &oker)5) a hien aomdancy taffy tie eche ere a said &okdr(s) in effect ori the lino a the ex0anla1 Of Itis Lease. 15.3 Assumpdon of Obilga0ons. Any buyer or transferee a Lases Sloss in this Lase, .iota such Eater c by avoenal a br operation Of Law, shall be deemed to have assumed Lessor's obligation under alt's Paragraph I5. Each Broker sag be an ireendad tend pay beneficiary of the prortiiaors of Paragraph 1.10 and 0f this Paragraph 15 to he extent of ger (mores nary aamissos aety from tit Lease se end reap adores that dant away against Lessor and its successors. 55.4 Reprasentatoat and Warnrilles. Lessee end Lessor each repose r( and warrant b M cape ghat k has had no deakos'at any Person. f rn, 411rr iter or finds other than ea named in Paragraph 1.10(a) in connection with R. nogikafon of tie Lease eater to comet makrn of the frareati0rh c rtionglato4 hereby. and that no broker or other person. firm ce entity other than said neared &oker(s) c aaYod b arty ceerassbn or Snow's foe in oorr.ai0n with said tries - action. Lessee and Lessor do each hereby agree to Indemnify, protect lobed and hold the odor hslae0ss Son and against liability for compmtsatdn or changes whkh MOS. may bo claimed sec, anew many such unnamed broker. finder oe aha smaa party by mason a any denims or aeons a the 414*rs ifyi,g Pay. inducing any Pe attorneys' loos rOasofObly moored with respect Murex 16, Tenancy end Flnanclst Statements. 16.1 Tenancy Statement Each Party (as "Responding Pan's") slag emit Inn (10) dap alar mese rears than the other Parry (the -Sege ring Party") execute, ea oModge and deliver to the Requesting Party a easement in wing in a fpm *rear to to hers moot arrant -Towey Statement- harm published by to American industrial Real Eitel° ASSOLial:on, Pug such additorsy ineernasu. os*rr alas write War merles as may be r ounity requested by 0* Roquesong Party. 16.2 Financial Slatenent m Lessor 0es5res to finance, refinance. or 0th the Promisee a the Baldry. or arty pat taea, Lessee and al Guarantors shall deliver to any potently tondo( or purchaser designated by lessor sun venciaa sthkx rets a lineae and adv Guarantors as may be reasonably required by Such lender or Lasso and aadt bah including but not tette b Lessee's financial stasomer s ler t. past tine (3) Poses Al sudh Snwhcnl obeen.ms done) received by puiches& in confidence and shag be used Dory kr to pupwes heron so( loll 17. Lessor's Liability. The toren -Lassos^ as used herein shag mean the owner or owners a tee into In question ce the We Nie b M Renros. In to event of a transfer of Lessor's 9tlo of Menial In the Promises or an Iib Lease, lessor anal dciher to She tatesaee / assyr.e (n cash a by tree) ay uresod Security Deposit held by Lessor at the time a such tarsier or assignment, Except as provided n Parapapn 15.3, upon sulk snider (assipaho t and dea„ory oft e Security Deposit, as Wassail. to prior Lector shag be relieved of a* lenity with netheat b the ooigo x* aadar commis under tie Lease the matter b be Lpessor the asLessor. ove r. Swd(. b the foregoing. the obfyatios arbtr wvaraws. b aa it this Leebe Perormed by tie Linter slid be basing only upon to t8. Sever:Why. The invalidly of any provision Ort this lease. as dolemhied by a mut a corpulent ).'55k*an, 5)31 n no way elect the realty a provision hereof.pry Other 19. Inhere t on Pant -Due Obligetlona. My monetary payment due Lasa( hereunder, otter tan kilo deems not received by Loss/ within len (10) days follow. Ing the date en whie n it was duo. shag bear Interest from the dale due at the prime rale dargod by the largest stab Mound bark tote stare in which the Premises aro located pus tour percent (4%) per annum, but not mooring the mmeirrurn rale aiowo0 by tat n adbion b fa potn4a1 lige charge Provbod Inn n Paragraph 13.4, 20. Time of Essence. Time is of h0 essence with (asp001 t0 the cort0Rm anti d ad 0pigyjpso b he p*4xmred or obse reed sit, to Pym utdet ads lease. 21. Ren* Defined. All monetary obligations of Lessee t0 Lessor under the terms of his Leese are deemed to 0e net 22. N0 Prior or other Agreements: Stoker Disclaimer. This Lease carnes a* agroouunes between the Patios .it respect b pry manor mer1eon ed herein, and no other prior Or contemporaneous agreement a understanding shall be etacsve. Lessor and Leasee each moments ad waren b 0. evokers tat 0 has made, and is relying sagely upon, its own imestya5On as 10 to =bre. • character and twoial reoponsi iey of bre other Pay to trio lease and as to the quality and dwaa0r Of the Premises. Stokers have nowith respect thereto or with repel to any debut or broach hese by either Party. Each Boer the be an Imertdel thud Party benefc)any of the porslorr a Pa Pararaph 22, MULTI -TENANT -GROSS le Morten Industrial Real Estate Association 1993 --�- 13. Nailoe. 23.1 Hotfoot Begelman*. M notices required or permitted by this Luse anal ore in writing and may be delivered in person (by Rand Cr' by massager or caner seniors) or may be sem by regular. certified or restrained mai 0 U.S. Pos W Service Express Mei, withprepaid, or by laa)me oom0 transmission dur- ing formal business lours, and shall bo darned eunkieney given served in a manner specified in this Par-acry/t 23 T s addressee now sdjaoaa sea Pariys siemens on this loess snag be that Pany'S address for thievery or mating of notice pamper. Either Pavy may by written roars b Me O010r specify a afferent address for notice purposes, except mat upon lessee's along possession of the Promises. the Premises shall constitute Lessee's address forme purpose of moil• ug u da1Nenn9 rocket to Lessee. A copy o1 an Co00se rgwled a permitted to be given f0 lessor nereu•der shed be 0on°nreney eansn60ed to sato Darty or panes at such addressee as Lessor may from time m are here0ner 00109fate by written no** to lessee. 23.2 Date of Hobos. Any notice sem by registered or canned marl, swum receipt requested, stall be deemed wen on 0o dale of dolvory shown On the receipt card. or it no 000very date is shown. Me poe1Ma t Monson. If sem by regular melt, the notice alae be deemed given lorlyoight (48) hours ants the same is addressed as required herein and mailed veth pottage prepaid. NOOCee delivered by United States Express Mia O overman courier Mas guarantees next dry deem), snarl be deemed conn twenry•iouw (2e) hours after delivery of the same 10 00 United States Postal Service or courier. II any notice is transmitted by lea shote hangmen/on or samba/ means. Me same shall be deemed served er delivered up0n,101eptlorie Or tacan/u confer atron et receipt of the transmission mere• Ot, provided a copy is ale* delivered via delivery or mail. If notice is received on a Saturday ora Sunday ora bear holiday, it shall be deemed received on the next business day. 24. Waivers, No waiver by lessor of Me Dagen Or Breach of any term, covenant or condition hereof by Lessee. sisal 0e thorned a waiver of any other term, covenant or condition hewed, or of any subsequent Default or Breach by Lessen of Me sane or any other term, covenant or condition hereof. Lessors =Sent to. or approve) of. any such act shall not be deemed t0 render unnwessary the obtaining of Lessor's Oonssm b, c approval of. any subeequem or sora ac by Lessee, or be °visaed as the basis of an estoppel to enforce the provision or provisbna d this tease regains,; each consent. Regaraoss 01 lessors fvewsed9e of a O0att 0r &earn at Me 0mo or accepting renin. the acceptance of rem by lessor shall not be a math d airy Outwit or Breach by Lessee of any provithers hereof. My payment given Lessor by Lessee may be awoptod ley axe y lessor on a000n of moneys or damages lessor. notwithstanding any quo 51)50 state- ments or conditions med. by Lessee in connection therewith. wrath such Elleiren3 antler aondidons shas be of no force or effect whatsoever unless specificany agreed b in veiling by Lessor at or before the time of deposit of such paymem. 25. Recording. Either Lessor or Lessee shall, upon request of the other. taste. adoiow)edge and seater to the other a short rano memorandum of Mrs Lease for recording purposes. The Parry requesting recordation shall be responsible for payment of any fees or tastes spoken* thereto. 26. TM Right To Holdover. Lessee nes n0 dont to retain poesssson o1 the Premises Or any part thereat beyond the expiration or earlier termksa5on of this Lease. In the event that Lessee togs over 1n noladon d 10* Paragraph 28 then the Base Rem payable Born and after the time of to expiration or varier termination of this Lease snail be Increased b two hundred percent (200%) of the Base Rent appiest* during the month imnethamely preceding stags expiration or earlier termi- nation. Nothing (*Aliened heroin Man be mneaed as a consent by Lessor 10 any holding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall. wherever poss53e. be armiaive with a Other remedies at law or in equity. 28. Covenants and Condttione. M provisions of this Lease to Oe observed or performed 1y Lessee aro Cosh covenants and conditions. 29. Binding Effect; Choke of Law. This Leu* shall be binding upon the Paries, their personal raprvoeraadves, suwessors and assigns and ore governed by the laws of the Stale in which the Premises are located. My litigation betweM tis. Parties hereto concerning dhie lease Shall be initiated in the County in which rhe Premises are located. • 30. Subordination; Attornmenl; Non•DlalurbnCe. 30.1 Subordination. This Lease and any Option granted hereby shall be ;ub)oet and subtheme* to any grand haze. mortgage• deed of bust or other hypothecation or security device (collectively, "Swiftly Device"). now or hereafter placed by Lasser upon Me roil property of which the Premises area part. to any and as advances made on the security thereof. and to all renewals, modifications. consolidations, replacements and 0xt0neions thoroof. Lessee agrees that she Lenders haling any such Searicy Devoe shall nave nue duty. liability or ob0patbn to perform any of due odigadors d Less*. undo' this Lease. but that M the event of Lessors defiant with respect to any such obligation. Lessee watt goo any Lender whose name and address have boon furnished Lessee M wane for such purpose notice of Lessors default pureaant le Paragraph 135. 11 any Lender shall elect to have this Lease andear dry Cp0on granted hereby superior tome lien or Its Sean* Device and shill give written notice thereof *Lessee, Iiia Lease and such Options she/ be Weaved prior t0 wdt Security pevtc0, f0* wlMtading the relative rates of to documentation or recordation thereof. 30.2 Attomment. Sutlers to the non.lstu*Wnce provisions of Paragraph 30.3. Lessee igloos to acorn to a lender or any other parry veno a(gliree caner - ship of the Premises by reason of a foreclosure of a Security Devoe. oro Mat in the went of such foreclosure. suds new Owner shalt hof; (1) be liable for any act or omission of any prior lessor or with respect to events Occurring prior b aoquh;tion 01 ownership. (II) be subject to sty Offsets 0r defenses which Lessee might have against any price lessor, or (W) be bound by prepayment of more than ono month's rent 30.3 Non -Disturbance. With respect to Security Devices entered Into by lessor alter the execution et this baso, Lessee's subordination o1 this Lease shall be subject to receiving assurance (a'nonb)sturbanue agreement) from the Lender that Lessee's possession end ells Lease. mad:i g any options to extend the term hereof, will ro1 be Wsa nbe0 so long as Lessee fa not In &06Cn hereof and atwns t0 0w record owner or the Premises. 30.4 Self -Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided. Weenie. coat upon written request from Lessor or a Lender in wnneNom with a sale. financing or roAnancing of Premises. Lessee and Lessor shag execute sucif further writings as may be reasonably required to separately document any such subordination or non•sfrbort n51(0 l abomm ern emit( ton4istu19use agreement as is provided for herein. 31. Attorneys' Fee.. If any Penyor Broker burgs an action or proceeding t0 enforce the leans hereof or declare n9hts hereunder. the Prevailing Party (as hom- ages defied) in any such proceeding, action. or appeal thereon, shall be anttnod to reasonable attorneys' bee. Suds foot may be awarded In Me same suit or recovered in a separate suit whether or not such acticnh or proceeding is pursued to decision or judgment. 11. OM 'Prevailing Party' shall indt4e. wifnotn limi- tation. a Party or Broker wh0 substantially obtains or deka* the relief Sought, as the nese may be, whether by compass**. settlement 1u0pmom. or the abandon- mem by the other Party or Broker of its Claim or 00fence. Tho attorneys' fee award shad not be cdmputsd 14 aoseeance wish any court foo sche4uh, but shall be such as to Nuy reimburse all anomeys' Loos reasonably incurred. Less( shall be ondded le attorneys' foie, costs and expenses nomad In preparation and son vice of notices of Deraun and consultations In connection therewith, whether or nota legal action is sutzogian*y commenced in connection with suds Detain or resulting &aaCh. Broker(S) sisal be intended third party benetidarles of this Paragraph 31. 32. Leeaer's Access; Showing Premises; Repairs. 1.055or std terrors agents shag have the NM b other tine Promises at any time. in the Cas. 01 an .mer• 90ncy. aro otherwise at reasonable Umas for the purpose of stowing the same 10 prospective purchasers, lenders, or lessees, and making such iterations. repairs, improyoments or additions o the Premises orb the Bailing as Lessor may reasonably deem necessary. Lessor may as arty time place on or about Ole Premises or Balding any ordinary 'For Sale' sgns ant Lessor may at any time during the last ono hundred yr" (180) days of the torn hereof place on or above the Premises any orCinary 'For Lease' signs. AI such acbvi5ee el Lessor shag be without abetment of refs or aabiity to Lessee. 33. Auction. Lessee shag not Conduct, not perm)t to be conducted, either voluntary or Invduntar9y, wry auction upon the Premise* without first having obtained Lessors prior carmen oans0nt Nofwithstancling anything to the contrary In this Lease, lasso anal not be oiigaled to exercise any standard 01 leasonabwrwea in determining wmether 0 grant such consent. 34. Signe. Lessee shag not place any sign upon Ins exterior of the Promises or the Bulking, except that Lessee nay with Lessors poor written content. Install (but not on Me Mol) such Signe as ars reasonably required to advertise lessee's own business so tong tae such stns are in a location designated 0y Less( and comply with Apptcablo Requirements and the signage criteria established for the Irdusbiai Center by Lessor. The nstada4on d tarry sqn on the Premises by O hx Lessee snail be subjeCt o the provisions of Paragraph 7 (Maintenance, Repairs. Wiry installations, Trade Futures and Alterations). Unload otherwise expressly agreed herein. Lass( reserves as rights to inn use of the roof of the Building. and the Agin to instal adver*r r9 signs On to Baking. (ndufng the roof, which do not unreasonably interfere with the conduct of Lessee's business; Lessor shall be entrees to a8 revenues from such adveresin9 signs. 36. Termination; Mager. Unless specifically sated otherwise in weir; by L0SSOr. Oa voluntary cc other s.tatder of this Lease by Lessee. the mewl lemma- tion or cancellation hereof. or a termination hereof by Lessor for Breach by Lessee, Shalt susomedcaly tori inise any sublease 0r lesser estate In to Premises; provided. however, Lessor shall in M0 event of any earn surrender. termination O cancellation. have the option b continue any one or as of any exlaln; su0(e- nannies. lessor's tailu t within ten (10) day; Wowing any Such event to make a written olacdon to the convey q widen notice to the reeler Of any such lesser interest shall constitute Lessors election to have auth event CanadWe the termination of such interest 30. CotWote. (a) Ex000r t*. Paragraph 33 hereof (Auctions) i as othonvls0 provided herein, wherever in this Lease nue consent of a Party Is required to an sof qr O for the other Party, such consent shag not be unreasonably withheld or delayed. Lessor's actual reae0obta costa and expanse* (including bun not 6mhod to andi- tab', attorneys', engineers' and other Consultants' fens) Informed In the consideration of. or resat** b. a request by Lessee for any Lessor c(nem pertaining 0 this Lease or the Premises, Including but not grated 0 consents to an assignment a 3uWel0ng or the presence or use of a Razanoous Subeta rice, shall be p.sid by fossae b Lass*. upon (a00lp of an invoke and supporting docvmentador therefor. In add eon to the dopaeit deeonbed in Paragraph 12.2(e), Lessor may, as a conlidon aPhh rcootideofg any such request by Lessee, requke MWith Lessee deposit h Lessord m an amount money (m t o o1dn to the Socvnty Deposit hob ur4or said asanably calculated by Lessor to represent the cost Lessor w l Unca le ooasidering and responding In Lessoe•S rogwst My unused porion of Conn )klsf s M� ed l tai o Defa iingreSL Usages Broach Lessee consent this Leas. Yams' hag Burn c(sem be deamwdawaN(olrs � 8reactn, except a6 may bs Otlhehv 90 spec fiCaliy f tetOd in writing by Lessor at the time of Such COOSerht airy Men existing (N faun (b) AA Oorditigns 10 Lessor's Consent autfo*zed by this 18860 are atlinOwiedged by Lessee as being reasonable. The Wore 0 specify herein any atffewide pa*'datar1010,0 o 00^45000 0 Lessor's Consent snag not hxedude the kmposlpohs by less( at the timed CMS** 0/ such further or canna c(tdOOna as are then reason- s tato ti a Ixa10 rata man( for which meagre is be ng given. 37. Guarantor. 37.1 Farm Of Guaranty, If mere are 0 be any Guarantors of this lease per Paragraph 1.11. the form of tine guaramy 0 be extorted q each each Guarantor shall be',h the form Moat raeerdy pu5laihod tat MO American Industrial Roel Estate Msodaton• and each sunt Guarani°, shall Move tM sage 0bl0• fora as Lossie urnder ells lease. ',lauding but not lmned to the ob gallon to pane the Tenancy Slahamere and i4onadon requirod M Paragraph 1 a. MULTI -TENANT --GROSS 2, Amencan Industiai Roal Estate Assooaccn 1993 moral: 372 Monona Obligations of Guarantor. It shall carotene a Debut or the 0401.1.... t o fire Law t *fly crate Guratx tale or reams, upon reason able mama by Loraor to give: (a) evidence of the due 4000146041 at the gummy tad kw by tis Lama trlu Ing ter atony or the Guarantor (rd d tr party wring on Guotarl0oes behalf) to oosgale Such Guarantor on said guaranty, and rwdera0n d is toad of *actors suitxtarlg the nuking d ouch guaranty, o9e:b- or with a caSficale d inanwmxy eaontrg Ne 9pnabtres d die mans &Mortxaa s0 sign on as basal (0) areas snatch aidwnenor of Gua anti w may from tine o tone be requested by Lessor, (c) 0 Tenancy Statemml or (d) written canikrroart tea Tie guaranty Y eft n card, 30. Dula Pasewalon. Upon payment by Lessee of the rem for taw Prairies ail ha peraxw.ap or al of Y. aa.alaaa, ton done and provisions cn Limosa. pert tote observed and pm:armed under this Lease, Lessee snag haat gist poesmicn d to Pharram tor the meta ism tensa subject n at of me pron.:Jo a a Nis lease. dA options 39.1 0 111)1004. As used i Nis Leasetale wort -Option" has Me fOio.Uq msatng: (a) she VS t0 grind to sane d Ria Lease oro meow Nes Lear er d 11... low. oil. worry Lriaror; Ms fherr+ee.or isrightars- -proper ngoi •• .-....,... •. .• Lgopenyot-IasaC4o ibis4torproprtya Lined. 392 Opdor. Pinar* to Orfg)ns, Lasses. Each Cyan granted to Lowe In tis Lease s mane sone °do e1 Lamas named n Paragraph 1.1 taxed, and cannot be vduraarey or invotunlany assigned or exercised by any Man or arab da ram acid oily* Lessee ado tie OnprW Lessees in Out and ac4at possession at tiro Premises and within me Manton of vgreaner amrpirg or summing. The Opens. I any, tan* graved to Lame are rot ssigru0 e. either as a put of m assignment of this Lowe o separately or apart v+orehorn. and no °pion may be set ami tore ties lases 41 rel mins by reeervaaorl «ot>arwiso. 392 liuttlpde Cyders . In the event 00021essos has are nista* Opium to sosrd. raw ti L. a bar.pion cannot be 03a03100 unless the prior Options 10 extend or renew this Lease have been validly exercised. 39.4 Effect d Detault on Options. (a) Lossoe small nave no right 10 morose an Open, notes rade .fly pension in ton grant d Cason o she contrary: (2) acing th0 period corn - moraine wnh the giving of any no0ce 01 0003002 undor Paragraph 13.1 and c«rxmg wet am rotted Dnta* is aria, or (4) chug be Period of Dina any 1110110 - Ory obligation due Lessor hem Lasses 40 unpaid (yahoo regard aa whetter mice sands poet Lessee).. (a') carry Me dna Lessee is in Bran of ma Lease, or (N) In ow emir Neu LaMar alas given to lessee dare (3) or more rlotam of anprae Defaults under Pe.g;i1 13.1 dung the nvuho (12) month pert. - oat mmo0(7loy poo0dlng tto ooer1330 of the Option. wnedwn or not tar Drs.ils ars cured. (0) The penal of Arne wNnin which an Option may be exercised shall not be marded or. ged by reason d Lessee's bhataity n exorcise an Option because of the provisions at Paragraph 39.4(a) (c) NI rights of Lessee under taw provisions of an Option sisal la inae and be d rya MSM luck or elect. ndarosuutaing Lessees duo and tarh0y exercise of the Option. if, aha such exams* and dunng 2219 tarn d Ma Lear (1) lasso Lass as pay to Lama a m.etary dtaga600 d lessee for a peiod d 0*. lig (30) says aha such obligation becomes due (without any noo0saity of Lamar b one noarxl tiered b Lassoo). or n Lessor gives to Lessee Luno (3) or mon nacos d separate Defaults under Paragnapn 13.2 during any (wene (12) rtara prod. areae or not me Debuts are erred, or (41) 4 Lessee commits a Brown of iia Loam. 40. Rules and Regulations. Lessee agrees that It wit abide by, and soap and Mew* 4 nessorahse rues and repeodoru ('times and Regaxa0oru) wHde Lessor may make from time to time los Na management. Safety. care. and nominees of the ponos, the pretcng and uicarirg d vendee and the preserraton d good order, as wet u for itr convenience of other 000upa t3 err tonics d rd. Belding and rr kdwalat Corse and pair lanai's. 41. Smutty Measures, Lessee hereby acknowledges than the ranted payable to Lassos raaanda doe not Maude a. coat d guard service or other mar* measures. and that Lessor sha4 have no obligation whata0wa to prov4e same Leena asurnse d naspasalty nor the po4Ction d taw Premises, LASSOS, la agents and Imam and Noir property horn the ads et 111144 partes. 42. Haerva iota. lessor reserves the right, from time to On10. to grant. almost the mama. (Omar a Lasso& suds mammas rights d way, ultVty (30eways. and 0OdrdboaS Nal Lessor dams necessary, and to cause the record:ag * d parcel maps ad nealdor*, 30 long 03 50d1 , .Givens. nights at way, inlay race!` ways, doMmaarts, maps and resections do not reasonably Interim sae Sr use or Me Promises by Lassos. Lns000 agrees lo sign any Moments reasoraby redue:ad by 10530110 eaectuate any such Gammon 41900, Mk/canont 11249 a moss els. 43. Performance Under ProlesL If at any ems a dispute ahaA also as a are amara or son d rnorry b be pad by one Parry to ate other under tr0 pWiikaas Wool. the Party against w1Om the Mignon t0 pay the moray is asserted shad bks tae right ea nage payment ander poem{ and such payment Null not be ragweed es a voluntary payment and there shd4 sunhat m0 right On the pat of saki Pony ro Irattaa* art tot n0evay or matt sum. If It Mal be a/edged that dant was no bgal obligation on the pan of said Pay to pay soda am or any pan *.rent sic Pal and be ataod o recover such sum of so amen tterool as n was not b¢sty rogrirod to pay under the provisions or its lease. 44. Authority t either Pay hero is a corporation. bust. 009.400,404 Imbed patrs:,ip, oats tx*Adual mooing miss Loam on Oohat of sada catty neo- seta and vrarrams Nat he or she is dory authorized to execute and debar tis L. on is borne R Leasee is a corporation. oust or pybwr„hip, Lessee shad, within thirty (30) days after request by Lessor, deliver to Lessor evidence saieiacuy to Lemur d soh suets 7. 4S. Correia. My conflict between the panted provisions d this Lease ad the maimemen . landrwinen poo oro shag be controlled by the typewritten or hand. writer provisions. 46. Offer. Preparation of this Lease by 00100 Lessor or Lessee or Lessors acme or Leaseehs agent and sxaflrriaion a same to Lessee or ladsOr shad not be deemed an offer to lease. This Leas° Is not intended to be oinking unal exposed and ddsvawd by al Pastas have. 47. Armadmen& This Lease may be modified ony in wining. synod by to parka n lured at the Ma of the mon. The Pa02os shah anrrd bas Lease from Omo to time to reflect any adrystm0n13 flan aro ma00 q 010 Base Faire or err ran payable woks this Lease. As long as twig do not malarial), chime 1 -moo's obligations her*unda. Lessee agrees to mow such reasonable rlon-nlat0slry modilGraii0K to tis Leers as nay be rSWnaby roqurxd by an nsfautonel insurance company a pension peas Lander in connectors wits fro catsup of nomad banana ar teiwaag a th0 pavan Wendt to Prareas are a port 48. 000004. Prins. Except as Otherwise inanely provided heron i rim twin one person or entity is rand Main as ether Lassa or Leasee. the Ot>igatam of such multiple partes shall be the pint ant several responsibility a 00 petiole a maim named 705th s sada Lessor or LAcsee. MULTI-TENANT–GROSS 0 Mwican :ndustnel Heal Estate Asscoa bon 1303 —19-- LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM ANO PROVISCR CONTAINED HEREIN. AND BY THE EXECUTOR OF THS LEASE ARERCOMMMERC INFORMED W D�ViE ADEF CONSENT ATTE THETHY/IEE AHD PURPARTIES POSE OFBY LESSOH AND LESE THAT. ST 'ME TIME THIS EE Willi RESPECT LEASE PREMISES. THE TERMS OF TINS LEASE FOR OF ASBESTOS, FURSTORAGE S 40010 OR O* 'Tir AMS TO HAS EE4 EFILLEDCON IN, R HAS BEEN PREPRT FOR T YOUR POSSIBLE PRESENCES REVIEW MIDASBESTOS, APPROVAL FURTHER. AL ATO GE TAN ASSOCIATION H BY AB ARDOU TO EVALUATE THE REPRESENTATION N OF 111E PROPERTYATI POSSIBLE AR00US SUBSTANCES. BRC NO REPRESEIR CONT OR CONTRACTORS. AGENTS OR M LOYE BY THE AMERICAN . S U P1CIEI _ EFFECT, OR TAX THE REAL ESTATE BACKERS OR THEIR COOuENCES OF THIS Luse OR THE ACTION TO AGENTS RE EMPLOYEES AS IE THE LEGAL 5 LY 0140 OTHER IRAN CALIFORNIA. F THEIR AWN CCUHSEL ASO THE LEGAL N40 T C@4SEOUENCEWHICH IT S OF THISLELATES: THE EASE. IF THE SUBJECT PROPERTY SOLELY UPON THE ADVICE CEIR AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTER The pareira hereto nave Neared Dib Lease NOM plea And on Ole dams sceo6ed above their tesdec8va >;9' es. /T EaaaAed e1:i ' v Ezeaded is on, By LESSOR: dr: Nang Permed Dec Name Rimed: Tea. Adel :IK TeMphcamc ( ) Psalmist: ( ) BROKER: Esdaad st CO: Telepnale: ( 1 Fecsimle: ( NOTE: These tams are Often modfled to meal chaz9ir9 requirements of law and needs d dla indus8Y. ANNA wtee of cello malls sue you are vei0e3 terms* mast curers lam: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 34S Ss. Ryeeroa St, M4, Las Aroiee, CA 90071, (213)6874777. on: Telpncne:( 1 FacArtie:( ). BROOM EAeclrMdr aK er• Name Print* TAM Telaptic r ( ) Fowls:( ). 3 1 1 4a 1 MULTI -TENANT --GROSS ���_ M AmericA l Industrial Real Estate Association 3993 EXHIBIT "F" FORM OF TENANT ESTOPPEL CERTIFICATE , 2012 City of Temecula 41000 Main Street Post Office Box 1033 Temecula, California 92589-1033 Attention: Greg Butler, City Engineer/Director of Public Works Re: Standard Industrial/Commercial Multi -Tenant Lease—Gross (American Industrial Real Estate Association) for the Premises located at 27498 Enterprise Circle West, City of Temecula, California To the City of Temecula, a municipal corporation: The undersigned Tenant, Nathan E. Guy, dba Faith Armory, understands that the City of Temecula or its assigns intend to acquire the real property located at 27498 Enterprise Circle West, City of Temecula, California and identified as Riverside County Tax Assessor's Parcel Number 921-480-020 (the "Property") from Landlord. The undersigned Tenant does hereby certify to the City of Temecula as follows: A. The Lease between Landlord and Tenant for the Premises described on Schedule A hereto consists only of the documents identified on items 1 and 2 of Schedule A ("Schedule A"). B. The Lease is in full force and effect and has not been modified, supplemented, or amended except as indicated on item 2 of Schedule A. C. There is no unresolved dispute between Landlord and Tenant and, based upon the actual knowledge of Tenant, Landlord is not in default under the Lease. D. Tenant does not claim any offsets or credits against rents payable under the Lease. E. Unless disclosed on item 4 of Schedule A, Tenant has not paid a security or other deposit with respect to the Lease. F. Tenant has fully paid rent for the month of , 2012. The current monthly rent is $ per month due on the 1st of each month G. Tenant has not paid any monthly rentals in advance. F-1 11M-0166\ 1407814 v2.doc H. The term of the Lease will terminate on the date indicated on item 5 of Schedule A. I. Except as shown on item 6 of Schedule A, Tenant has no right of first refusal or option to purchase the Property or any part thereof, to lease space in addition to the Premises demised under the Lease, or to extend the term of the Lease. J. Tenant has not sublet the Premises, or any part thereof. K. Tenant is the only party in possession of the Premises. The undersigned Tenant acknowledges and agrees that the City of Temecula, a municipal corporation will be relying on this certificate in connection with its acquisition of the Property. The matters set forth above are true and correct as of the date of this certificate. Tenant: Nathan E. Guy, dba Faith Armory Dated: By: Name: Title: F-2 11086-016611407814v2.doc SCHEDULE A to Form of Tenant Estoppel Certificate (Nathan E. Guy, dba Faith Armory) 1. Lease: Tenant (DID) or (DID NOT) execute the Lease. Landlord (DID) or (DID NOT) execute the Lease. 2. The Lease consists of only the following documents, true and correct copies of which are attached collectively as Exhibit "1" hereto: a. (1) Standard Industrial/Commercial Multi -Tenant Lease—Gross (American Industrial Real Estate Association) dated September 9, 2008 between Donald W. Coop, dba Coop Properties and Nathan E. Guy, dba Faith Armory; and (2) Letter from Coop Properties to Nathan Guy, dba Faith Armory executed by Landlord and Tenant on September 9, 2009 adding 27498 Enterprise Circle West, #1 to the Premises demised by said Tenant and providing that the monthly rent for 27498 Enterprise Circle West, #1 & #2 is $2,600.00 per month. b. Parties and Premises Demised Under Lease: Landlord: Donald W. Coop, dba Coop Properties Tenant: Nathan E. Guy, dba Faith Armory Premises: 27498 Enterprise Circle West #1 & # 2, Temecula, California c. Modifications and/or Amendments Date: Terms of Amendment or Modification: 3. Rent a. Original Rent: Tenant commenced paying the original $1,500.00.00 per month on November 1, 2008. b. Current monthly rent: $ per month. c. Annual rental increase: 4. Security Deposit: $1,500.00 If Tenant made a security deposit to Landlord, has Landlord returned to Tenant the security deposit, or any portion of the security deposit? If yes to the above, how much of the security deposit did Landlord return to Tenant? F-3 11086-0166\ 1407814v2.doc 5. Term of Lease: Commencement Date: November 1, 2008 Termination Date: Upon 30 (thirty) days written notice 6. Right of First Refusal or Option: a. To Lease (describel: None. The Landlord and Tenant have not entered into any written agreements regarding an option to lease the Premises. b. To Purchase (describe): None. The Landlord and Tenant have not entered into any written agreements regarding an option to Purchase the Premises. . c. To extend original term (describe): None. The Landlord and Tenant have not entered into any written agreements to extend the original month-to-month term of the Lease. 7. Leasehold Improvements: There are no written agreements between Tenant and Landlord that would require Landlord to compensate Tenant at the termination of the Lease for any leasehold improvements made to the Property by Tenant. F-4 11086-0166\1407814v2.doc 27478 Enterprise Circle, W. Suits 4 Temea-Jo, CA 92590 (957)676-33°7 Fax: (957) 699-377o Date: PT a 00 gitiae Y This letter waft confirm our agreement to add Z74‘? eNfaoe/S66 GGwr i MFC LLA (A 902590 to your lease dated: a. MEW- deN1i3/1164 ) 77/ 27Yyb' e1P.rrse C%c'. L.). ;.-; 7W. at aexpense of $ 02!000, oo per month. This unit is leased on the same terms and conditions as the original lease including the termination date and options, if any. Lessee c7— Date �ssor V �% f% Date EXHIBIT "1" STANDARD 1NDUSTRIAL/C0MMERCIAL MULTI TENANT LEASE --GROSS AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION 1. Beale Provisions ("Basle Provisions"). 11 Pardee: This Lease (^Leese" , dated t and between -.1=1.04.3)o reference purposes oM: - �c.k {�TsJ•f r- �n SICJ nn0 b made by an4 25zi dt p FG STT ! f1.� /Qi� "Los ("Lesser, (collectively the "Parties," individually"Party").:Leasee"), 1.2(a)ePremtxa: That certain portion of the Building, Including all Improvements therein Qr to bo commonly knj, rn by the street address et 92 6(22)2 s/Q c p �/ a !coated In by Lessor under the terms of ars Lease. County of ,..... fr-� „Qcji F getz4•- hs.� rotated to me City of T d on Ext U.C.A� / - __, urate of CIL/ with zip code G%.Z$�O hereto ("Premises') the "Building" IS that certain briding containing the Pre(tl(9ea and generally described as (d0srxlbo brio the nature ohs Bugdi attached SSE%i7/� LJ /V 41 ' /l.0--/1 y ng1� � NST.ezlCTi4A( In addition to Lessee's rights to use and occupy the Premises as hereinafter seedbed, Lessee shalt have non-exclusive rights to the Common Areas (as ðer, In Paragraph 2.7 below) as hereinafter specgled, but shall not have any rights to the roof, exterior walls or Wary raceways of the Building or to any other buildings In the incluse:al Center. The Premises, the BUtdtng, the Compton Areas, the land upon which tA�•• ^-- '----- thereon, are herein collective y re red leas - -- •--"A., along with as otter buildings and Improvements e "Industrial Center." (Also see Paragraph 2.) 1.2(b) Parking; reserved vehicle perking spaces 'Re need Parking Spaces").nreserve(AI o e a Paragrvelecte a ph p g) spacesac("Unreserved parking Spaces"); and 1.3 Term:/)'0.4., ..�.. ,v g � reeee*("Original Term")commoner: ("Commencement Date") and ending 409,7 0 )• ` . g II . or C.E • sea Paragraph 1.4 Early Posaesaton: 7 p (Esion Datllon bat("). (Also goo gaphs3.2 3.) an /,r�1.5 Beau $..4,51:44:. arty Possession Duo"). (Neo see Paragraphs and 3.3.) "-i""� rLt SODS per cline ("Base Rent"), payable on Iho !"/RZ'j day of each month commencing (Also sea Paragraph 4.) ( 1 11 ties box it checked, this Lease provides for the Baso Rent to be adjusled per Addendum 1.6(8) Baste Rent Paid Upon Execution: S % £�•-" attached hereto. Leib) Lessee's Share � Baso Rant la the pariod� Ov�sM{IGrC / 00 74441 ��jyfd`� of Common Area Operating Expanses: ^ I 1 prwata square towage of the Premises as Compared to ho total square footage o! the Building or pother ( is as ("Lebed in Shared) as determined tryC, 1.7 So0ur(ty Deposit: $ / , ♦ I 00 g ( J other criteria ore described in Addendum,_,_, app}$ ("Security 1.8 Permitted Use; .ty Deposit"). (Also see Paragraph a.) plc il�.a�.r/i�Fr•L��►� ut• __ cs[ .. r P...� ).9 Insuring Party, Lessor Is the "In aurin (•Pan Permitted see Pe gee Paragraph 6.) 1.10(e) Real Estate Brokers. Tile following real estate brokers) (collectively, Uro "Brokers") and brokerage relaUonsitlps exist M this Uensactlon and are consented to b . Parties (check applicable boxes): .1 1 __ /I/ AP; represents Lessor exclusively (•Lessor's Broker'); ( I 4•represents Lessee oxclusivoty ("Lessee's Broker'); or 1.10(0) Paymentto Brokers. Upon the execution or this Lease by both represents bberth Le orra r, Lessen ("Dual Agency'). (Aso see Paragraph 15.) rt m) Jointly, )18(0)0 shares as they ay mulueay designate In writing, a tee as set forth In a separate written agreement between Lossor and said Brokere Brokers) (or In the vent there is no separate agreement between Lessor and said Brokor(s), the sum of $- ©r for brokerage services rendered4,477/44/ .bpJjy� esaid 8,01(0((,) In connection with this trene�e�ce�o-na. wnaen 1.11 Guru enter. Tho obligations of the Lessee under this Lease aro to be guaranteed by 1'47 44/ (" 11/ y QCo � •-% / „fvL ("Guarantor"). (Aso see Paragraph 37.) 1.12 Addenda and Exhibits. Attached Iterate Ls en Addendum or Addenda eOnsisUng o1 Paragraphs through _ all of which constitute a part of Ilya Lease. IhroU Dh and Exhibits 2. Prem10oe, Parking and Common Areas. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby bases Irom Lessor, the Premises, for Iha dorm, al the rental, and Covenants and mu:aeons set fonh In Ih1s Lease. Unless otherwise provided herein, any statement of used in Calculating rental and/or Common Area Operating Expenses, square and Le set forth agree lela La 000 l tai the nall 01 eve Dend Lessee's Share (es defined in Paragraph 1.6(b)) basad thereon is not ub)oct to rreevtaloa whetherto 1103 )00 ich ractuaal s uare e ootage la to reasonable or le and the rental and 2.2 Condition. Lessor shall deliver the Promises to Lessee clean and free of debris on the Commencement Date and varmints to Lessee that the existing plumbing, electrical systems, fire sprinkler system, lighting, air candleon,ne and healing ayat0ms and loading doors, II any, In rhe Presse, Otter Ulan 0010 Con' Ctfucted by Lessee, shag be in good operating condition on the Commencement Date. It a non-compliance with said wananry exists as of the Commencement 0ate. Laser shall, except as otherwise provided In this tease, promptly after receipt of written notice from Lessee setting forth with specigdry the nature and extent o, such non•eompfance, reCl y same at Lessors expanse. It Lessee does not give Lessor written notice of a nonompllance with this warranty wither thirty 130) days alter the Commencement Dale, correction of that non-compliance shall be the obligation o1 Lassoo at Lesoee's sole cost and expense. 2.3 "Compliance with Covenants, Restrictions and Building Code. Lessor warrants that any Improvements (other than those canetructed by Lessee 01 at Lessee's direction) on or In the Premises which have been constructed or Installed by Lessor or with Lessor's consent or at Lessors direction shell comply with al applicable covenants or restrictions of record and applicable bolding codes, regulations and ordinances In effect on the Commencement Date. Lessor Whet warrents to Lesson that Lessor has no knowledge of any claim having been made by codes, regulations, cr ordinances exist with regard to the Premises as of the Commencement Date. Said warranties shell not a any govanMentat agency that a violation or violagonsyof ttppflcebb budding Installations (defined In Paragraph 7.3(a)) made or to be made by Lassoo. If Rat Premises do not comply with Said warranties, Lessor shag, except as otherwise provided in this Lease, nom pply to an Alterations a thil)ry promptly alter receipt of written notice from Lessee given within six (6) menthe following he Commencement Date and setting (OM with spec/�e.rLtessso rmakes rr warrany that the Permittenature and extant oi such d IUsee 1* Paragraph lake Seth 1,6 Is permitted for the expense, emises under Applicable Laws (as defined in Paragraph 2.4). be reasonable or Wreathes to rattily 11111 non�mp0- tee Premises (incl.4 uding but np limited to the electrical and tire priNder systems. has been environmental m rats, sa seismic andtearthquake r prance with the Americans with DlsabgWes Act and applicable zoning, munldpal, county, c�ate arid lectors! laws, ordinances and regulatl p to the w0vena u a resektians of record (collectively, 'Applicable Lowe') end the present and future suitability of the Promises for Lessea•3 Intended Use; (b) that Lessee has made such Investtpalion as iI deems necessary with reference to such matters. Is Swished with reference thereto• and assumes all responsibility therefer0 as the same re'ate to Lessee's occupancy of 1110 Premises andlor the terms of this Leese; and (o) lh01 neither Lessor. r,or any of Lessor's agents, hes made any sal or written representations or W31'150603 with respect to saki matters other thanes sof forth In Iles Lease: 2.5 Lessee as Prter Owner/Occupant, The warranties made by Lessor In 1hle Paragraph 2 shag be of no force or effect it Immediately prior to the data so) fonh In Peragaph 1.1 Lessee was Uro owner or occupant of the Premises. In such event, Lessee shall, at Lessee's sole cost and expense, correct 807 rtonCom- peance o! ha Promises with said warranties. ® American IndluUlal Real Estate Associallon 1993 MULTI•TENANT-GROSS Initial 2.6 Yahkfo Perkkog. Lessee shall be entitled to use the number C Un eseved Padeng Spaces and Reserved PaafQig Spzas spe::red M Paragraph 1.2(b) on Moss portions of the Common Areas dosigrfa ed from time lc lime by Lessor !or pa/1C=L iseeen:has net arae rave cafle rg sauce* ;tar Saks .lex Said paaY'ng spaces abate be used for paneng by venters no larger than fuiis4o passenger automobese a yc411p ;,odes. heel: settee "Pennefed Sees vetectee." Vehidos other than Permitted Sive Ve:.1 es rhes be Parked end leaked or u hooded as dreoed by Lessor h fie Riles tr1 =5„tee3:ro (es dee-ad Paragraph 40) Issued 5y Lessor. (Also see Perepreph 2.9.) (a) Lessee seal not permit or alow any vehides that belong to am =toiled by Lessees or Les:se's erfriay'oase Sc apxa•s. rhiPP517. u::ro,ce-e. c odactors or rnvkeea te he tended, unloaded, =parted in areas other than Mose desOseled by lessor ?sestet audvMes. (le If Lasses pemets or skews any of tee pro/kited acriw1es des elbad Meeks ?mew, 2.S. than Lases: arras have tie VI. wits:4A -;rice.!- e t tGa to fed: % et Vita and re to Leat it may terve. to remove or tow away the s eh1: le ervotwd au clavier! '' set to Lessee. c.er o be '^•-sera' .• taint le u900 dimmed by Les er. (c; :sesta akaa at *tie Cc-mexamel Date o1 this Lease, protide Pe parldrg scales raqukad by Appli zee Lew. Z7 :lemmas Pete:•--a{flniulen. The leo "Common Area]'' is darned as e1t stas and 1ac12v93 Wards ds tis P:11,Irak and ' wipe' re asseo tiro of tee Indtottaf Cep ora k0o 10 raceways within 31e Remises 7.a1 a: a pv✓aod (kV daslr.ried by e`er Lena !e'en lent re. erre esr'?'e pare':' s cruets vis C tsasa. Lassie sr4 Wen lisUeSS al the trdus7ial Canter end tee's :especdve mrlcyeeo. supodes. afipps.. cw*ao'sis.—*7ac:1. e' "• = teas, Leeteneg . sekie l� Wee& bade,, ext mttoagr+; QTRS. :gab areas. roe4vay1. sidewalks walkways. earkwais, et-'veways and laeisswaer rags. V.1.1412=8288c e~reeeoca • t, R este. .nv t¢r*by prams to 1: sea. fa :l a baaa12 a! L.e&'es e»: z. es a ees. s.-+p.'+sa 11 '11p s. c-^•s::+s, •,•'' ; the to . GI 21PJ Laoec. lye nen-e,totaire right to use. to c000noo w1L' 03)24ent1te: n SLC* A. 9e nth• • teen ems 10 tent, *dared b any 'iglu. ; terra ower*. nod privileges reserved by Less= =der fie ra tee -lee ce :ender tic :rr'. ran ie an: •a� esters _. •esok1ons governing tone eve of the loo istrtal CerOsc (leder nes chgamed &Mall the Net easel to tee res ; 0 204.; 's; by dt0^n1 �'eeex,e rigie to exepaly,tempons.fy or pomne/wety, to the Common Areal.. Any such storage OW bo pa:mired only blue* pries: over^ orr"1fl 1 0' :awryL3seoes designated *gen:, whhtt 21 consent may bo revoked se ear feta. in ma wont Stat any uneeehorized savage sear acme- the ;ass„- Os,' the rig'', v4;heut Haig, to sd11bion to such other dp ::s end rercedos that h may have, to remove iso propc;ly and awry payable upon eemond by Lessor. oragte coat a Lessee. wy;.i 7. -JS' tem to r,,,; ,,,�, of 2.9 Conenon Area9-Rutos Send rReseiteons. Lessor or surer other porson(s) as Lessor rose anpobr• Veal: trv; ;txc exceesh•a "-mete nee rrersere e•! r tee Com so mon Areas erxf steel have the tiger, from erne es erne, to estabra ,, merely. amend =1 entente reesa1Sh Rules and Rs--ete..,:.s win., reit Mime: accParagraph 40. Lessee agrees to abide by and conform to 811 such Reheard Rs u1edotm, andto cause rte rerle oes. atoenors. sits*•* off• Comers, =reactors and invitees to so atido and conform. Lessor shall not be responsible ,to Lassoo res rho ere-eterreeSne, wnh SSrd nf.ea and •sk,, LiOoe6 by other lessees of the Industrial Cantor. 2.10 Common Areas --Changes, Lessor shalt have the right In Lasso's sole dsaeaon, from isms to time: (a) To make Oranges to )e Common Areas, lndudkg, w2Gtout limitaton, changes in the looaton, sae. shape end numbae Of ddvew3la. ono'. ,parking spaces, parldrg areas, loading and unbed(ng areas, ingress, egress, drectfore of traffic, landscaped aems, waikways.enda0y, raper„'#yes• (b) To dose temporarily any of the Common Areas for maintenance purposes so torte es reasonable accesslo The Premises lanai svertab'p; (c) To designate other land outside the boundaries of ale Indust/al Cerner to bee franca the Cvllmon Rheas; (d) To add additional buildings and Improvements to the Common Areas; (e) To use the Common Areas while engaged In making additional Improvements. meals ttha balustrrefiCyna dr erg! por1On 1nera, t () To do and perlorm suet other acts and make such other changes b7, to drv210 r..srerr, to the Common./ ass and hndusteal Caller as Letson ;ray; in the exercise of sound business Judgment, deem to be appropriate. 3. Term. 3.1 Tenn. The Commencement Date, Expiation Date and Original Term of This Lease are es spOcetcd In Paragraph 1.3. 3.2 Bally Possession. If en Early Possession Date Ls specified In Paagraph 1.4 and 8 Lessee 1 laly silatiy 01 plea* the r`re,^vsw after true Eat' Possession Date but prior to the Commencement Dale, the obligation to pay Base Rent step be ab810221 r lea period dt 5trr.2 nary oxuparrc- An o1 -or %rim this Lease, however, (hndt/ding but not limited to the ebagaUOra to pay Lesoee's Share of Comm Area Operating Expenses and to ca') the ins•Jark;e reavred by Paragraph 8) shall bo In effect during such period. Any such early pessessioo ghee not affect noreA rete Expiation Dine of Sea tet feral Tern. 3.3 in to Paragraph 1 FYOr 8 no ErsslooPossession anymason is specied by the Commenssession of ncement Date, the shalt not sum to to teens by tee any rabi2ty 20errse= eorisePrle le =veiled e / wen e ailed the validby of reds Lease, or the obegalioes of Lessee hereunder, or extend the tet) hereof, but in suet case, Lessee shall not, excw.; as o'heeVse pool ,& herein.be obllgaled to pay rent or perform any otter obrigadon of Lessee. under the tonna ot. Mb 10eaa until Lesser delivers .poste o11cn of the p;>,misaf ?o possession 01MePremises Is not delivered to Lessee day period, sixty (60)days adesrthe Commmoemaat 020, Lame may, se its 002201n. by noes he ort. heereundder; provided ovided fume) daya however, that if ssucnd oh writtennoticeof Lessee receivecancel des d try Lesso waiin which n � tc1�0) ashee es tam eget: to c3las.'eft Leans ha'e'Jnder shall terminate and bo of no further force or attect. Except as may be otherwise ed, and man d fwd r;Isas,asttcr*she0spelar dkegetra case ' Ftissassia•1 Is not tendered a Lessee viten required by this Lease and Lessee does trot SemMatstr4s Lease, as afcrssa'C, Lia period keg et Cra cv;;- aeon to pay Base Rom, f any, that Lessee would Wherein have enjoyed shall run from the date of dorrvory of p3sscs1:b2 end tree te d earned remail es e period during which the Lessee would have 0thonvise enjoyed under the terms hereat, but rehear any days at delay =used by the ars. chive/es er Lessee. 4. Rent. 4.1 Base Rant. Lessee shalt pay Base Rent and other font or charges, as Vie Sams may its adtus5d gran time to erne. to Lessor tn lawful =ley rd the United States, without offset or deduction) on or before Me day on which h is due under the toner of aril Lease. Dano Rod ar02 astt ether ear, and Os/Valor for zy petal during the term hereof which is for loss than ono full month shall bo prorated based upon the ect122 number oh days of the mord) involved. Parma of Base Rem and other charges shall be made to Lessor at its address stated herein ora such other persons or at etch o2tte addresses as Leaser may torn time b time designate in writing to Lessee. 4.2 Common Area Operating Expenses. Lessee shag pay to lessor daring the term tamer, in adeT1on to Cha Rasa Rtere Lassa^•: St>3ra (ea sr"ecl1ad Paragraph 1.6(b)) of all Common Area Operating Expenses, as hereinafter defined, during each telenetee year oi3tetesenelets L1;rte, st accordance with The tee towing provisions: (a) "Common Area Operating Expenses" are defined. for purposes of this Lease, as all cost inured by l.a+;xx ta)afrg to the ownrsh;p and ewe anon of the industrial Center, Including, but not limited to, the following: (i) The operation, repair and maintenance, in neat, clean, good order and eon teemed the t01brrtng y ndscypotl meas. Common Areas, Inducting parking areas, Ioadins end unloading areas, 4m11aaas,1,,.Jweya, aidm0aTr, walkways. Sys d ve- ova s, la ping, bumpers, Irrigation systems, Common Area 6g2din9 Marko' fences andgelas. &120 rbcs end tool. (bb) Exterior signs and any tenant dkecendess. (cc) Fre detection and sprinkler systems. (f) The cost of water, gas, electricity and telephone to service the Common Areas. (iii) Trash disposal, properly management and sow* services and Ute coetsef any elvb ermaral irs,.>z res (iv) Reserves set aside for maintenance and repair of Common Areas. (v) My increase above the Base Reel Property Taxes (as defined In Paragraph 10.2(bellera to Berlrtitrg and 1,a Comm= Mew. (vI) Any insurance Cost Increase' (as defined In Paragraph 8.1). (vii) The cost of insurance carried by Lessor w1th respect/ to the Common Areas, (viii)Any deductible potion of en assured loss =Corning the 8.210239 or the•CominonAreaa. (a) Any OthorSOrvjcos 80130 p10vlded by L95sor 0)8101* 8281O4 elsewhere In this Lease= bee Orme= Area Opts. GlerVie. (b) My Common Area Operating Expenses and Real Property Taxes tee are epsdacally eleitsfatee t0 the 43viMmg to 41 any Indttniei Canter or to the operation, repair and maintenance thereof. shall be allocated eat* a Urs 202211 g cr (0 std' other teff Cakes 'mevss-, anCommon Ana a 0perae g sAa9 ere end Real Props Taxes that are not sppeacclfccaxv ereibutaable to the Buik9tg eta any otter bug6io or to ooss ox .hepar,' and r- equttaby allocated by Lassa to elf bufdMgs in tie t.,dusblat Cantor. (0) The Inclusion of the Improvements, realise and servIcea set forth In Subparagraph 42(a) shalt not be deemed se )rroo90 a:+ sly 2aat)r• tr- :.nsar to ether ha're oak leprovemems or Societies or to provide those stances unless tea Indus -Mat Center already has tee sans. Lessor rrfta_v rendes : e slakes. or Lessor Pas agreed elsewhere In this Lease to provide the same er some of thorn. (11 Lessee'* Share or Common Area 'berating Exper•.res shalt be eayade b ' Less= Meer'1C; days she' <- enseetacee se :lee a:tvsl s8'a1s*a 2 Pstreser to toaeaa by 13ascc, At Lessor's =eon. however. an amount may be watoaTie_ oleo•: J- :rhe " •r^i " *ask, a $"*'o s1731 dempten Are; 00era2ng Expenses end the same 02288 be mate n'cnthv of guareav, 03 Lesser that'd deetg+a;a. ; eel. ' ,..ease tour,, o' Yue Se= day as the Base Rent le due hereunder: Lessor sear dower to Lessee mltlln all (80) drys atter the es.4et 00r : • gee- er'6 '10 ;.i r reason. bis doteited statement ng Lessee's Share of the ectrai Common Area Opo.:dng E�penaes 4C1r.1ad 11210 v the =toeing )ser. 11:aee;s's Pa -ems under pas Parsgreph 4.2(4) duringsgsseld prece0ro year exceed Lessee's Simla as Ctdksted on a:d statement, 1.05902 rh:r.. be =vetted the armee a! sira'reree and MULTI -TENANT -GROSS 9Amedran Industrial ileal Estate ASsocialicn 1993 _2.- 'atkt8'a: payment Against Lessee's Share of Common Area Operating Expenses next becoming due. 11 Lessee's payments under this Paragraph 4.2(d) durin 8eki preood- Ing year were less than Lessee's Stare as Int cared on said statement, Lessee shag pay to Lessor the amount of the deficiency within ten (10) days after delivery by Lessor to Lessee of said statement Nitta Security ancpoyit Lessee shag 9 of Lessee's obi' deposit with Lessor upon Leasee s execution hereof the Security Deposit set forth in Paragraph 1.7 as security for Lessee's this Lease sot donned In Paragraph under this Lease. If Lessee pails to pay Baso Rent or other rent or charges duo hereunder, or otherwise Delauts under ( aragraph 13.1). Lessor may use, eppy or retain all or an portion of said curtty Deposit for the payment of any amount duo Lessor or to refmbtase or compensate Lessor for any liability, cast expeneo, loss or damage ndudiSong attorneys' pees) which Lessor may suffer or Incur by reason thereof. If Lena uses or appIIeo all or any porion of said Security Dopes$ Lessee shoR with ten (10) days niter written request therefore deposit montes wish Lessor sate dem to restore sold Seourty Deposit to the full amount required by this Lease. Any time the Base Rent Increases dung the term of this Lease, Lessee sheet upon wetter' request from Lessor, deposit additional morias with Lessor as an addition to the Security Deposit so that the total amount of tha Securey Deposit shag at as times bear the same proportion to the then current Base Rem as the InitiatSecurity Deposit bears to the inelol Base Rent set forth In Paragraph 1.5. Lessor shalt net be required to keep all or any part of the Security Depose separate from as general aaounts. Lassa shall, at the expiration or earnertenn:nadon of the term hereof and shat lessee has vacated the Premises, rolum to Lessee (et at Lessor's optbn. to the last assignee, 11 any. of Lessee's interest horatn). that portion of Me Security Depose not used or appeed by Lessor. Unless otherwise expressly agreed In writing by Lessor, no part of the Security Deponit shell be oonslderod to be held in trust, to boar interest or other increment tate use, or to bo prepayment for any monies le be paid by Lessee under this Loaso. 6. Use. 6.1 Permitted Use. (a) Lessee shalt use and occupy the Premises only for the Permitted Use set forth In Paragraph 1.8, or any other legal use which Is reasonably cornea. rade thereto, and for no Other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates waste or a nuisance. or Thal disturbs owners and/or occupants of, or causes damage to the Premises or neighboring premises or properties. (b) Lessor hereby agrees to not unreasonably withhold or delay Its ccnsam to any written request by Lessee, Lessee's essienoes or subtenants, and by prospective assignees and subtenants of Lessee, its assignees and rulna:tants. for a modification of sold Permitted Use, so long as the same will not Impair the structural integrity of the Improvements en the Premises or in the Building or the mechanical or electrical systems therein. dein not confect with uses by other lessees. Is not significantly more burdensome to the Premises or the Building and the improvements thereon. and Is otherwise permissible pursuant to this Paragraph 6. If Lessor eteels to withhold such consent Lessor shag within five (5) business days after such request give a written notification of same, which notice shag Intrude an explanation of Lessor's reasonable ob)eceons to the change in use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The perm 'Hazardous Substance" as used In this Lease shalt mean any product, substance, chemical. malarial or waste whose pretence. nature, quantity and/or Intensity of existence, use, manufacture, dbposal, transportation, spill, release or elect, ether by bet or to combination with other materials expected to be on the Promisee, Is ether: (q potentially Injurious to the public health. safety Of welfare, the environment, or the Premises; 1Q regulated or monitored by any governmental authority; or (ti a basis for potential liability of Lessor to any governmental agency a Used potty under�ucts oeppticable statute or common law theory. Hazardous Substance shall Include. but not bo braised to, hydrocarbons, petroleum, easoeno, crude oiler any b1"Roductss Memel. Lessee shall net engage In any activity in or about the Premises which constitutes a Reportable Use (as hereinafter dented) 01 Hazardous Substances without the oxpress prior written consent of Lessor and compliance In a timely manner (at Lesoeo's solo cost and expense) with all Appticatio Requeementa (as defined In Paragraph 6.3). "Reportable Use" shall moan ()) the installation or use of any above or below ground storage tank Oct the Generation, possession, storage, use, transportation, 0r disposal of a Hazoidous Substance that requires a permit horn, or with respect to whlch"a repo/•„ notice, registration or business peen Is required to be filed with, any governmental authority, and (UIQ the presence In, on or about the Promises of a Hazardous Substance with respoct to which any Applicable Laws require that a notice be given to persona entering or occupying the Premises or neighboring properties, Notwithstanding Me IorogOfng, Lessee may, without Lessor's prier consent but upon notice to Lessor and In compliance with at Applicable Requirements, use any ordinary and customary materials reasonably required to be used by Lessee In the normal course of the Permitted Use, so long as such use (s nota Reportable Use and does not expose the Premises or neighboring properties to any meaningful risk of contamination or damage or expose Lessor to any Rabidly therefor. In addition, Lesser may (but without any obligation 10 do so) condition its consent to any Reportable Use o1 any Hazardous Substance by Lessee upon Lessens giving Lessor such additional assurances as Lessor, In ea reasonable discretion, deems necessary to prated fselt the public. the Premises and the environment against damage, contamination or injury and/or liability therefor, Including but not limited to the installation (and. at Lessors option, removal on or before Lease expiration or earlier termination) of reasonably necessary pmfeclfve madificallons to the Promilos (such as concrete encasements) and/or the deposit of on su' Glomal Security Depose under Paragraph 5 hereof. (b) Duty to Inform Lessor. If Lessee knows, er has reasonable cause to believe, that a Hazardous Substance has come to be located in. on, under or about the Promises or the Building, other man as previously consented to by Lessor, Lessen shall Immediately give Lessor wril:en notice thereof, together with a e0PY of � y report, notice, reponotice, registration, app400ton, pone business plan, license, dem, action, a prooeedeng given to, a m received from, y such govern- mental authority or private party concerning the proserre, sig, release, discharge o!. or exposure to, such Hazardous Substance Inctuding but not limited toe) may bo involved In any Reportable Use Involving the Premises. Lessee shall not cause or permit any Hazardous Substance to be spited or reteaced In, on. under oratoul the Premises (Including, without fimltadon, through the plumbing or sanitary sower s•/stem). (c) IndemancaUen. Lessee shall Indemnity, protect, defend and hold Lessor, Its agents, employees, lenders and ground lessor, If eny, and the P1emisas; harmless from and agatnst any and all damages. Ilabeetee. judgments, e0sts, claims, gens, expenses. penalties, loss of permits and attorneys' and coa- wRants' tees ad 1sg out of or Invading any Hazardous Substance brought onto the Premises by or for Lessee or by anyone under Lessee's corer). Lessee's obligators under this Paragraph 6.2(0) shat Include, but not be trotted to, the effects of any eontamInetlen or In)ury to person, property or Imre environment Cea!ed or suffered by Lessee, end the cost of Investigation (Including consultants' and attorneys' fees and testing) removal. remedlatlon, restoration and/or abatement thereof. or of any oontaminadon therein Involved, and stall survive the expiration or wiser termination of this Lease. No termination. cancellation or release agree- ment entered into by Lessor and Lessee shall release Lessee from he obligations under this Lease with respect to Hazardous Substances, unless specificaly so agreed by Lessor in writing at the tyre of such agreement 5.3 Leseeeh Compliance with Requirements. Lessee shall, et Lessee's sole cost and aspens°, fully, diligently and In a timely manner, comply with s!1 "Applicable Roquhemenls," which term Is used In pies leaser to mean all taws, rules, regulations. ordinances, dtrodlvos, covenants. easements and r otil ions 01 record, pemdla, the requirements of any appthxbfn fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consul- tants, reladng In any manner to the Promises (nclucing but not grated to maters pertaining to (p) Industrial hygiene, (a) environmental condfilioms on, In, under cr about the Premises, hemline soil and groundwater motions, and (U) the tree, generation, manufacture, producdon, Installation, nralrtencnce, remove;, trans- portation, storage, salt or release of any Hazardous Substance), now In otos er which may hereafter come into effect. Lessee shae within fire (5) days 01101 MOO( of Lassoes written request provide Lessor with copies of all documents end Inlormetlon, lactu ding but not limited to permits, registrations. mentesis. ape. cations, reports and certificates, ovtdendng Lessee's compliance with any Applicable Requirements specified by Lessor, and shall Imnlcdiatoty upon feCeipt. notify Lessor in writing (with dbpIDS of any documents involved) of any threatened or *Oval claim, notice, elation, yarning. complaint sr repel perle.L'1irg to or lnveNlee, failure by Lessee or iso Premises to comply with any Applicable Requirements. GA Inspection; Compliance with Law. Lessor. Lessor's agents, employees. contractors and designated ropreserrauves, and the ilddsre cf any mere Sages, deeds of trustor ground leases on the Premises ("Landers") elle!! have the right to enter the Premisoa at any time in the case of an emergencyy, and other• wise at reasonable times, for dna purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease end all Applcablo Requkomonts (as defined in Paragraph 6.3), and Lessor shall be entitled to employ experts and/or consultants in connection therewith to advise LassY with respect to Lessee's activities, including but 1101 United to Lessee's Installation, operation, use, monitoring, maln(enanc0, of removal of any Hazardous Substance an or from the Premises. The costs and expenses of any such In6p8dfons shall be paid by the parry requesting tame. unless a Default re Breach of this Lease by Lessee ora violation of Applicable Requirements ora contamination, caused or materially contributed to by Lessee. Is found to exist cc to be imminent ce unless the inspection is requested or ordered by a garemmentel authority as the reauh of any such existing or Imminent vitiation or contamination. In such case, Leasee shall upon request reimburse Lessor or lessor's Lender, as the case may be, for the costs and expenses of such inspections. 7. LPalntenarrce, Repairs, trinity lnstataIores, Trade Fixtures and Attaratiens. 7.1 Le esee's Obllgattons. (a) Subject to Ire psov(slone of Paragraphs 2.2 (Condition) 2.3 (Compliance with Covenants, Reshlc0and ons aBuilding Code), 7.2 (Lassoes. Obagafions), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shag, at Lessee's sols cost and expense and et 8)i tmaa, keep the PremIsea and sysly pan thereof in gocdorder, condition and repair (whether or not such portion of the Premises requiring repair, or the means of repairing the same, are roasorably u. madly acceosibte to Lessee. and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the °temente Of the age of stet X.: - don of the Promises), Intruding without limiting the generality m the loregdng. all equipment or facilites specifically serving the Premises, such s5 plumbing, heel. Ing, air cendalonine venlRating, electrical, Heisting fackltica, boilers, fired or unfired pressure vessels. lire hose connections R wheel the Promises, IM0res, Interim teals, interior surfaces d. oxtertor writs, co0rngs. floors, windows, doors. prate glass, and skylights, but excluding any tams whch are the responetteit j of Lesser pursuant to Paragraph 7.2 below. Lessee. in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance ;melees. Lessee's obligations shag include restorations, replacements or renewals when necessary to keep the Premises and all imwrovamanla !hereat cr a pmt:haree! Ir. good order, tendGdah and state of repair. (b) Lessee shall, at Lessee's sole cost and expense, prose° and mrinteln a contract with copies to Lessor, in customary foam end subz. sOe ter end Mira convector epeca16ing and experienced In the Inspection, maintenance and service of the cheating, all conditioning and ventilation system for the Pre rinses. However, Lessor reserves the right upon notice 10 Lessee, to procure and maintain the contract for the heating, air conditioning end ventilating systems, are Lessor se elects, Lessee shall reimburse Lessor, upon demand, for the test thereof. (c) H Leasee tails to perform Lessee's obligations under ells Paragraph 7.1. Lessor may enter upon the Premises after tan (10) clays' prior unhrert n0t10e to Lessee (except In She case of an emergency, In which case no notice shag be required), perform such obligations or. Lessee's berme, and put the Premaee in good order, concelon and repair, In accordance with Paragraph 132 below. 7.2 Lessor's Obligations. Subject to the provisions el Paragraphs 2.2 (Condition), 2.3 (Compliance with Covenants, Restriction and Building Code), 4.2 (Common Area Opera8ng Ekpensoa), 6 (Use), 7.1 (Lessee's Obfi8ar'ons), 9 (Damage or Destruction) and 14 (Condemnation), Lessor. subject b reimbursement pursuant to Paragraph 4.2, shall keep In good order, condition and repair the foundations, exterior walls. structural condition of Interior bearing welts, exterior roof, Ste spfnlder and/or standpipe and hose (if located In the Common Areas) or other automatic ire extinguishing system eldudng fire alarm and/or smoke deice MULTITENANT—GROSS Se American industrial Real Estate Association 1993 --.3-.. lnIWlt: systems an•Jequprtent,tire hydrants, parking !cls,walkways, parkways, dpw,rzy;, rhg,•,him; wideyrsseningthe Common Wealarra ere pans thereof, as well 83 proviceng the servicers for which there is e Common Ceareg Exleree game= to Paragraph 42 Lesser shan not to obregaad ho Pairs the e.clsz a a I:r lis eeriates of exterior wails nor shall Lasser be ofd atrreda rateete. marsreaece weefowa, <cos a plea suss er the peewees. :assert expenses waives the bone3 of any same naw or herearter In tetra weird: wed e'' erns afore Lome Meech( rate armee et Losse. •s asps-ee c. to *Mole elle Lease because re Lessors Allure to keep the euJdtr ee, erb'aerel ee earrrOrr me A. Sas in eacd t. der: =Wed. and rep. -.1e. 7.3 %Ailey bu0alteema, Trade l xtunte, Atsraaano. (e) Dsante.ons; Comm Required. The tarot JGiity inata!iatlo:tee mai', tris Loam to arse » all ?:-"nes. peer pane. stscttfot(daSfiu'_'e,. seet%.'.y, ere protection systems, ecrrr:nl:,atfens systems, SBM✓" eette . esedee, vemta_'M end a~o''d':o' -g sc_$C'a?, okrerbeeV, a „+ rarycIg ;Mr, Les Pv twos. lee term • ;rade 'Azures" shai! ma; Leasee•¢ marker? t satrd,oN: ? a- La'i-aral writ 'k do+r1 -atelx :omnis t. •r= Prernsos. The term ^Altera sone she mean any moft lcalion O! the bnr?'War, errs on ::a Puree c: eeece 4 3/P.al by: New jrioe eve Wm 0.' this Lowe crier them leek 1r zageee s o• Tata Fix,;sas. 'Losse a-Qrened Alterations a d.•ar Mee k5' see &feed eta A?satices a Are ;Jleee 'esteems male by Lamm the: era not ye: ewned by Lesser ?mama to Persgr : TAW.:eerie ser e; rat neNS r.:• =1e o to mere erre eller rte a Lee;: r.Aekai ra in. ,n, vvdar or ;bolt! the P:srruas wet . Censer's Oar ,: 7-s4': Genera's rare. iris.) -V. -akc--a'-,:c'a . I;637.• i:Strrer,:3 r :+-e ,. .. t1e Premises (admen the r a) wl ixr_: Lessees moan, 0.1 v:4 :V.VA : 3s Cr, rr fen; as t ray a -e ^7 vat's i::- 4, outside os a a s. -%,s.:: hvOtre pemra:lg, ra:c s or rammer* Lie toot a a-hy eesltg we a. o'-h•e--", c- eeerese-e. *reel tee Fee =t- e- les de;+icecr sysie re eed ws a :'t• l`re cost thereat (kering ata iron o.':NS lease ea s» sanded edeas eros o:,ead ee serLe . (t:) Comma . y Ana -alms a Oak leSteettee s?,ar Lennie tee,' :Wee r eta R'td Vete ;c 1 t'2,3«caartr. 01 Ma LaaS:t S`.05.`^. Grssa"tee 'C Laser r wMten fora vrhs d3,4; s: s. PA xnsar^,s given by Lune. Ogre Y `v ••:+lit ct car T.,, s) en ; a.teriot an *wale Wean, *eve :e dames? =teamed vier (et Lessees aeree'4t: aid• a,:ptcable perms req irde: gerrrevern ,kyr?eta;;;.i r`J.`.-s"f•,, eoas 1:Jr^ wa,His tIrre'e'rrr tosr. u the Ord and spsca,•talo's for the AtIeta:.on a Wel insta+at 1O Low r coerce te •ee tiro tc e•• M work the. -0)e: and (; the o orelemee :•• Lessee vn'th all cOn:Veec * of acid (Armes in 3 ;tome bed expeditious mariner. Any Atexecns sr :Nee r'r,,ti?abrs r Lessee dude; th^a ?sort 01 Vie Lane she be done k1 a good and workmate.* manner, with geed seri Wicket: t: tmatm'Era. sed be In tarecarr est vett: se Amer: s pwh• smvme :eases shaft etcYYv :pen completion unreel lama` Lissa welt es -beet pians ?tri specter-aeonshereecr, Laser ray. nee. weever *Stale,:0 do s:) c3M2ir Its Girtaaet 10 rer8gve3hcd A!tsralon a Utley Inc:a.isaar t zl eoas S2.500.GO r nate trace toss:s a eemeeee Lyssa v'^: z !4- eed =mese ba -d in en wart egcnt'o -'i an0 ono hall Oman the etalmeted coat a: such Meanie: a Whey los 8Ueyom. (c) Lien Protection. Leasee shall pay when due ai da!ma aria= ema•,sea s rerNsrad cr aryAd to have Wee ru .tyvf t;, ;r fcr _ssa03 3' :•'•. use on neo Premtres. which claims oro or may bo stewed by any mecih+tnk:'s or mat10fa5.wr4r e'en ogee.,. the Pra v$2f err any interest Mtrelrt Lanes sea gena Lessor con fans than ten (10) days' notice pfor to the commeneemart of any vrcdc 1:, Or:, cr about the Perreen, end L.ae= shad here tf+a At; ; ; no1W1 G remnopcns'rbiliry in or on she Promises as provided by law. 11 Lessee strait .r, goatepet, •r t;+as: sR vane pe a,7 a l nen. dem c; deetara. then Lessee atria at lis sole warm, defend and 9108041 reelf, Lessor wet tho Prim!ses agafmat t hr wirier and sear; pay Z saWy a'jf Wit edve.ae Judgment then nay b0 rent• kkra1 thereon before the enforcement thereof against 080 Lesser or she Prem;. R leaser' (ansae ate Ramat to ("kW;.a swat, bond saasfa31oyy p Lessor in an amount equal to one and one -halt 1!0803 tho amount 8so 01 soar cooed ear c5„ -+n; cederara, hhdernnllyreg Lassa saint liabattr ter the sem?, as reqused by law for rho holding of the Premises free from the offect of seal Gen or cram. ;n W-d8:x1, resat" may request Lease b pay Lessers atto^ays' toes 3M costs In participating In suds action it Lesser shag decide 11 is t0 Its best interim to do tn. 7.4 Ownership, Removal, Surrender, and Remo mean. (a) Oemerehip, S0N,ect to Lessees right to require the;" re ovv arce re cause La..oe to beam res ca -e s,eef as ha:ethahor e:ovidod In thio Pwepaph 7.4, all AL'eradons and U8Gty Installations made to the Prern'sas by Lease steatite ter prcptrry a 2•rd owned bre LaS50&, toy mn0cioroy a pee 0' the Promises. Lassa may, at any tens and at he opliort, elect In vni5ng to Lessee s: M Ma !lamer Of afk Or v y a.edeed pet et the Losse-Onnod AJtera'. c,is and Wily Installations. Unless otlern!se hsemad par Subparagraph 7411) hereat, 2T Loam -Owned AtbtraOcr sear Meer husta'le5ons sling, at Mo expeaeon c•• earlier termination d this Lease. become the propeny of Lessor and remain mar the Mantes 0s: be weree farad %Ti the Prerobes by Lessee. (b) Remaval. Unless otherwise agreed M writing, Lessor may reqube that ary cr 81i Lemee-Qemvd Ateaatkrs or Utley Installations be removed ty the septation or earlier termination of the Lease, notwithstanding that IMO lns,0ra5ru may taus tsar; co nsrded 10 by Lessor. Lessor may require ale removal el any lime of as or any part of any AilecalIo s or Utflry Iretallatbes made %Oh0 rfxrer,.Ovdc mere of femme e (c) Surserrderraateration. Lessee shalt surrender MC Prsc.b by the any of dm lass day of tes Losse teen ex any eareer ton:engeon data, c'aa- and tee 0e debris and In good operating order, conddon and State of tepee, steer erste tea: mewed. Ors ;s:y was end tsar shall not trciude are dar•.- ago or detoriaaloi that would have been petvenad by good maintenance pcaacdao or by Lewes pedctr :rig 011 ce Rs cb ia8crs trader this Lease Except 80 oth- erwise agreed or specified herein, the Premises. as surrendered, shag (noble dos llam -rsr aid V ey kr ea`tws. Tres obegaeon Of Lessee shall include the repair of any damage occasioned by the Instaliaeon, maintenance or rernovaf d Les sTrade Mews, f ents8>evg.e. est •ment,end Lo;seeOemed Meadons add U0liy Installations, as wallas tete remoras el any storage rank u8alisd eye" ice Lacree, a -ad the roneos 1. rapraggr-err o; reMediaeo0 d any soil material o• emend water contamina:od by Lessee, ell as may then be required by App.: afar n^e'vframeos 3M13- eyed pr eua. Leser o's Trade naves shell remain ;he oropery of Lesser, and shall be renarrod by Lessee subject t0 its obligati= to ester• met maces see Prom, soa part f* team 8. Insurance; Ineentnt(y. 8.1 Payment M Premium Increases. (a) As used herein, the term 'Insurance Cost Increase" is daftned esWay!clews& ta the scleral malt gee Instr.-ace applicable to the Building and required to be carried by Lessor pursuant to Paragraphs 8,2(b), 8.3(e) and 8.3(b), eleegvhed Baurence'), over a1d aloins the ease Premium. as hereinafter defined. a1culased on an annual basis. 'Insurance Cost Inc ease'shaft incudo, but sobs arrritadto, r queemerotof yea botdvof a mortgage Or deed of Vest cov- ering the Promises, increased valuation of the Prem Mos. andla a general pant.= ,ettt 11 oees .The :8:r3 ":1 rare rla 13410030'shun not however, ledude any premium increases resulting from the nslut8 of the occupancy of e.1y c fassaa ct eta bbrdtrsg. 9 the pat's teen a dci!ararnart8 In Paragraph 1.9. such mount shall be considered tho "baso Promtum." 11 a dollar 00804310 has not been Mated.;, F2.agr- 1.9 Std Me Seeder; has been prevt vsly =feted ced- ing the twelve (12) month ported immediately preceding tho Commeneemem 0ats. etc Vasal shelf be the vassal premium applicable r0 such twelve (12) month period ,l to Breeding was nen fully occupied during such twelve (12) meth peace the Saw F89 nitcre ghee be the lowest annual premium reasonably Obalnable for Ute Required Inawance as o1 the Commencement Palo. 00Swning the nxxs; ekes t rrsapeeakkg rtes ecreckq. le no event. hawsva , shop Lasses be responsible for any portion of the premium cost areibutabfe to liability Irmo -snot =virago -et esws cf St,CO ,000 procured nods Parte rape 02(b). (b) Lessee shall pay any insurance Cost Increase to Lessor pummeltc Fagg arete.2. Premium ferMecyperiods commencing Maio, or extandnng beyond, the term of this Lease shalt be prorated to coincide with the =responding Cortmertoement teaser Eeterayrr Date. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shad obtain an0 keep In force daring bM tno cf. thee Larva a daimen'at General Latif trpolicy of Insurance reelect- (sg Lessee, Lessor and any Lender(s) whose names havo boon provided to Lame ire msng (as eddecnaf Murals) against Mims nor badly Injury, personal etlury and property damage based upon, Imotving or arising out or the ormerehen, kine. occupancy er cr rrahr.as'a ce et mo Promises and a'1 areas appurtenut thereeo. Such Insurance shall be on an cccurronco basis providing duhgfe ir1t.: wvier2e kr en =cunt rot (sem lifer 61,003,009 per ox;urreece rwMr an'Add3lcnai tnsured•Managors or Lessors or Premises' endorsement and contain the Amanda nl a` 0aaPoldtisa Eur Warr endowment for domego caused by heat, smoke or fumes from a hostile lira The policy ah0a not contain any lmreenswed exdlrtcnsss between trswed persons ororgatrhaeona. bur shall include coverage fc: f'.abvety esaumod under this Lome as an "ussuled contract" for the performance of Lassocee atdemnfry obngeSerrt render thee Lease. The gabs of sad Insurance regtdrod by this Loan oras carried by Lessee /hall not however, Iirnh the Rebeary of L.esees r:er rcrrgR Lessee of any cbrgalio0 hereunder. An Imamate to ba abed by Leasee shat Os primry to and not contnbutery with any Ilea- lno&naros =eider, Unser, *boas fi dmece ahsa be considered excess Iraurankx only. (b) Canie4 by Lessor. Lessor shall also maintain aobeiy Irritants deoceoe 61 Pa:a ame .^•2a; aLc e, 'n °Gkft:n to and rot ih:!au cl, Its incur• soca required to to maintained by Lessee. Le -sue shell not be named as a'1 sdtMral ie10red Cumin, 8.3 Property Insurance-Sultding, Improvements and Rental Value (a) Betiding and Improvements. Lessor shall obtain and 'resp le eve:gdes ant at 34; Leeee 2 9818 e or mereteS et the name of Lvssd; wee less payable ea Lessor and to any Lender(s), easing egalns8less or damage eo the Pe ri:has.:Se h t uter005 see be flet 68placement coat: as the ears seal 0.0451 from tit10 to 3me, or the amount required by any Lender(s), but in no event 'mote corer 8180 Cohrnedsgy r ,sentare aid avar^.OUS Inaurab a vague thereof R. by 00310 h of the unique nature or age of the improvements Involved, 3x1 rade, elnCiart Is Isea!hC? nus StfiSzemaitCast Lsssa*O'enod A0ooramons and Veer matelato03, Trade Feetwos and Lessee's personal property shall be Wend by Lessee ,aaekant n Peugeot.,8.8.0. If 8883 mvsag9 tr 8 ariabl0 and 4Anlrnerdaay eppe0prlat0. Lessors policy or peixlea sine insure *grata a5 risks of dtect phyalca( Sass Crdra8m a (oeOeoi Cee pare crreed and/or eanhqueks unless Meese by a Lender or Intruded In the Baso Premium), Indud!ng coverage for any ad(learr0 tots rose: o3 kcm debIa rgrrar81 and reasoiWte amounts of eowxag0 00' the an8o,•eement of any ordinance or law regulating the reeemeauclton or ayia0ar-are of any u-daraged ae-ea ra . ma &Ane required to be demolished 0r removed by reason of the on1Orcamem of any building. zoning, safely a lard use kW es Me result era weaned less, bet rat kdludkngg plate glass Insurance. Said potty or policies shall also contain an a-yreed valuation meteors In Eau of arty coe'ree ce ream, waiver 0302;gexon, aid Koran guard protection cumin an inrroeso M the annual prrrany Pnst. ance coverage amount by a facer of roe sera Man the acemesd U.S. Oepa•msrtt cf Later Colskner Price minx Mean J•ban Consumers tor the city nearest to where the Promises aka loafed. (b) Papal Value. Lesser sea also obtain arid keep he forret dI$r,g the tarn se els (Vass a Miley or arFdea in the nares et ;ASSOC wi89 !ea vaya8(0 yo Lease and any LOnder(s), Insuring to less of the (ofl rental anal other Merles Payable tiyn dear Assam of aha 5 v'8Og a Lessor tor one year M0,uderg ail Rai Leeds 4pa^.y Tolyls, fnsurence 408!3. alt Compton Area Cpera0mg Exposes ¢rd a�rieed rants: frexes88). Sad Mamma may provide that 10 the were t`^. as: 13 terminated by raison a 5r leveed Ices. pts betted 7 irdencnty to, VA -.0 cavenwe stue1 be armee, beyond Tie dart ee the =repletion et estate 0- rs;<arameat of the Premises. to provide for one he years eras M rental evvereras hem tee das3 err are sar}:1035. Said lns,renco s8*0't costaln 2r, seed valueec : o•: ea'oo ht erre of airy ce-instearde reuse, and the amount of 08801690 *Mr :? Keeled err n.ne'fy1s (8°.•1000 the croje ;•ad, r0 ;51 tricorn°. areal P torte Tars, insuaaee premium cows and other expenses• fl arty, othOrwlse pltyebra nee its next 2.neon' 9areld. 0.datoo Arse dowrin2 Expenses shel kniuds sit. dad: *11e amount In the Went of such rose. (c) Ad)a cert 900•hlses. Lessee ;heti pay fix artf IMreess in Me prem6r tea eneceroy (iUzr-e c1 vie 3rAdree and for res Cor.l'sce Pres; over bulldogs In the lnduruial Center h said increase is caused by lances acs, anaemias, ewer ceacencr c the Pr:er ses. MULTI -TENANT -GROSS OAmerican Industrial Real Estate ASScciaiicn 1953 -4- (d) Lessee's Improvements. Since Le,sor Is the insuring Party. Lessor snail not be required to Insure Lessee•Owned Afierattons and UGaty Installations unless the item In question has bcccono the progeny of Lessor under the terns of this lease. 8.4 Lessee's Property Insurance. Sub)ece to the requirements of Paragraph 8.5, Lessee at its cost snarl either by separate policy or, at Lessor's option, by endorsement to a policy already canted, maintain InsuranrA coverage on all of Lessees personal property, Trade Fixtures and Lessee -Owned Altera:tors and Linty Instakaifons in, on, or about the Premises droner In coverage to that canted by Lessor as the Insuring Party under Paragraph 8.3(a). Such Insurance stag bo full replacement cost coverage with a deductible not to exceed 51,000 per occurrence. The proceeds from any such Insurance soee be used by Lessen for the replacement of personal property and tho restoration of Trade Fixtures and Lessee -Owned Alterations and Utility Instafatfons. Upon request from Lessor, lessee shall protide lessor with within evidence that such insurance los In force. 8.5 Insurance Po5etes, inwrance required hereunder shah be in oompanto, duly Uoensed to transact business in the state where the Promises are Ioeat- ed. meet a maintaining issue of • duringthe the policy term a "General PoatyMlders Rating' of at leas! 6+. V, or such other rating as may be requlrad.by a Lender. as set forth to Hess's Insurenco Guide.' Lessee shell not do or permit to be done arryth189 which shall Irwalidate the ktsurame colds referred to b this Paragraph 8. Lessee shaft cause t0 bo delivered to Lessor, within seven (7) days atter tee earner Ot the E.ary Possession Date or liar Commencement Date, cer4 fled copies o6 Or oerdecares evidencing the existence end amounts of, the insurance required under Paragraph 8.2(a) and 8.4. No such pocky shall be cancelable or object to moddkaton except altar thirty (30) Myra' prior written notice t0 Lessor. Lessee ansa et least thirty (30) days prior to the 00p88800 of such policies, fur- nish Lessor with evidence of renewals or insurance tandem' evidencing renewal thereof, or Lessor may order such Insurance and charge the cosi thereof to Lessee, which amount shall bo payable by Lessee to Lessor upon demand. 8.8 Waiver of Subrogation. Without affecting any other rights or remedes, Lessee and Lessor each hereby release and relieve the other, and waive their ensm tight to recarerdamages (whether in contract or M fon) agahrst the otter, for loss or damage to their property adding out of or Incident to the peals required to be Insured against under Paragraph 8. The effect of such releases and waivers of the right to recover damages shall not be limited by the amount of Insurance canned or required, or by any deductibles applicable thereto. Lessor and Lessee agree to have their respect's° Insurance companies issuing popery dunago mete tva.Ive any right to subrogation that such contpanles may have against Lessor or Lessee, as the case may be. so long es the insurance Is not InvZidatod 8.7 Indomnity. Except for Lessor's negligence endlor breach of express wanantles, Lessee shall Indemntry, poser~. defend and hold harmless the Premises. Lessor andsIts ages, lees of master or ground lessor, partners and Lenders, from and against any and all claims, toss of rents andlor damsons, tosts, rims. pe attorneys' and conmWtsms' fees, expenses andror hablettes wising out oL Involving, or In connection with, the occupancy the Premises by Lessee. the conduct of Lessee's business, any ac. omission or nested of Lassoo, Its agents, contractors, employees a invitees. and out of any De0utt or Breach by Lessee in the performance In a timely manner of any 08119 rton on Lessee's part to be performed order this Lease. The fore- going shalt bdude, put not bo Ibnned to, the defense or pursuit of any cfafm or any adbn or proceeding involved therein. and wheeler or actIn the dace of cleans mace' against Lessor) Wonted andfor reduced to (udgmem. In caro any action or proceeding be brought against Lessor by reason of any of the foregoing meters, LesseeeE duo � Lessor n `shall defend the same at Lessee's oxpenae by counsel reasonably satisfactory to Lessor and Lessor shag cooperate vlah Lessee paid any Such claim In order to be to indemnified. 8.6 Exemption of Lessor from Liability. Lessor shall not be Roble for Injury or damage to the person or goods. wares, merchandise or other property of Lessee,n Lessee'scteemp yeas, conirasters. Invitees. customers, or any other person In or about the Promises, whether such damage or bittyis caned by or resuesricay, gas. water or rain. or from tate breakage, leakage, obstruction or other defects of pipes. Gro spnrWers. wires. appliances, plumb- ing. air eondtionlng or lighting fixtures, or from any other cause, whether said Injury or damage results from conditions arising epee the Premiss or upon olhm portions of the ButlGng of which the Premises are a pan, from other sauces or places, and regardless of whether the cause of such damage or injury or the means of repairing the same Is accessible or not. Lessor shall not bo liable for any damages arising from any act or neared of any other lessee of Leases nor from Ifs failure by Lessor to enforce the provisions of any other lease In the Industrial Center. Notwwlth'ianding Lessor's neg(.gence or breach of this Lease, Lessor shall under no rraumstances be Mable for injury l0 Lessee's business or for any loss of income or profit therefrom. . 2. Damage or Destruction. 9.1 Deilnftlons. emises Partial repair coat of whicch damage or destructionabs less Gran fifty preen (80%) of the then Repe or destruction to the lacement Cost (as defiother than nedInned Alterations ( )) and l.he Premises (ns, the exclud- ing LesSe0.Ovdned Alterations and Utility Installations and Trade Fixtures) immediately prior to such damage or destruction. (b) `Premises Total Destruction- ensu mean damage or destruction to the Premises, other than Lessee•Cwned Aneradiona and Utility Insta te:onss. the repair met of which damage or destruction fs fifty percent (50%) or more of the then Replacement Cost of the Premises (excluding Lessee -timed Aheratons and Utiey Installations and Trade Fixtures) immediately prior to such damage or des1Ne50n. In addition, damage or destruction to the Bunting, other than Lessee - Owned Alterations the then Replacement Cost (excluding �s e-Oe�mnedwAltteres a Ions lessees Utility Installations end Trade Fixtures cost of which res of a y lessdestruction is ees c the Beading) of 9x(Builaror more 2 shall, et the option of Lessor, be deemed to be Premises Total Destruction. (c) "Insured Loss" shall mean damage or destruction 10 the Premises, other than Lessee -Owned Alterations and Utility installations and Trade Fixtures, which was caused by an event requited to be covered by the insurance described In Paragraph 8.3(a) braspecWe of any deducible amounts Or coverage limits Involved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the Improvements owned by Lessor at the time of the ocewrence to their condition existing Immedla)ey prior thereto, including demolition, debris removal and upgrading required by the operation of applicable building cedes, ondrarces or lawns. and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the opcurrence cr dscovery of a condition Involving the presence ot, or a contamination by, s Hazardous Substance ea defined in Paragraph 6.2(8),10, en, or under the Premises. 9.2 Premises Partial Damage—insured Loa. II Promises Partial Damage ret Is an Insured Loss occurs. pan Lessor snail, at Lasswk expense. repair such damage abut not Lessee's Trade Fixtures or Lessee -Owned Nleroaons and Utley lnstanatbrs) as soon as reasonably possible and this Lease shall continue in full faro and effect In the event, however, that there Is a shortage of Inaurenca proceeds and such shortage Is due 10 the fact thea, by reason of the unique nature 01 the improvements In the Premises, full replacement cost insurance coverage was not commerciaty reasonable and available, Lessor shall have no 0859• adon to pay for the shortage in insurance proceeds or to fully restore the unique aepects•of the Promises unless Lessee provides Lessor vitt the funds to cover same, or adequate assurance thereof, within tan (10) days (onawfng receipt of written notice of such shonago and request therefor. 111086*: receives said funds or adequate assurance thereof within said len (10) day period, Lessor shall =sterols them as soon es reasonably possible and this Lease shoe remain in full bores ate elect. I1 Lessor docs not receive such funds or assurance within said period, Lessor may naverthe)oss elect by written Make 1 Lessee within fen (10) days thereafter to make such restoration end repair as Is commercially reasonable with Lessor paying any shortage In proceeds, In whldt case this Lease shall remain In full force and effecL If Lessor does not receive such funds or assurance within such tan (10) day period, and 11 Lessor does not so clod to restore and repa1 than this Lease shag terminate sixty (BO) days following the occurrence of the damage or destruction. Unless, otherwise agreed, LOSOOS shell in no event lave any right to reimbursement from Lessor for any hinds contributed by Lessee to repair any such damage or destruction. Premises Panel Damage doe to rood or ear.M g'aaco steal ba subject to Paragraph 9.3 rather than Paragraph 92, notwithstanding That there may be some Insurance coverage, but the not proceeds of any such !romance shall be made avalabte for the repairs H made by either Party. 9.3 Partial Damage—Uninsured Loss. If Promises Partial Damage Mat Is not an Insured Loso occurs, unless caused by a negligent a varlet er 0f Lessee (In which event Lessee shall make the repairs at Lessee's expense and this Lease shall continue m spik lull force end affect), Lessor may at Lessor's e. either m repair such damage as soon es reasonably posse:so at Lessor's expenso, In which event this Lease shall secretive in Md lace and etas, or (9) giro me- tro nuke to Lessee within thirty (30) days atter receipt by Lessor of knowledge o1 the occurrence of such demege o1 Lessor's desire to totminatn ih;s Lease ea of he dela alxly (60) dap; fobbow?ng the date of such notice. In the event Lessor elects to give such nonce of Lessor's lmantlon'to terminate this Leese, Lessee she; Mire the right within ten (10) days after the receipt of such notice to gave wrhfon notke t0 Lessor of Lessee's commitment to pay for the repair of such armee Maly at Lessee's expense and without rebnbursement from lessor. Lessee shall provide Lessor whh the required funds or enlistees:ay nssurs8ce thereof within ?airy (30) days fokowing such commitment from Lessee. In such event this Lease shall continue In full force and effect, and Lessor shall proceed to make sus) repairs as seen as le sorxbly possible ciliate required funds are available. It Lessee doss not give Stich notice and provide the funds or 3S$1rartcs thereof with - In the limos specified above, lilts Lease shan.terminate as of the dale specified in Lessor's noleo of termination. 9A Total eventetfan. Nctwhhsfanding any other provision thereof, if Pro -Mesa Tota Destruction occurs (Including any destruction roqulred by any rut e• Azad public authority), this Lease shalt terminate eixy (60) days following the dare of such Premises Total Destruction, whether or not the damage or destardeon Is an Insured Loss Or was caused by a negligent or wilOub ad of Lessee. In the event. however, that the damage or destruction was ceased by Lessee. Lessor shall hen the tight to rscorer Lessor's damages from Lessem except as released and waived In Paragraph 9.7. 9.5 Dcntage Near End of Term. It at any time during the fast six (6) months of the term o1 this Lease there is damage for which the cost to repair terzeds ora month's base Rent, whether or not an Insured Loss, Lessor may. at Lessor's oplon, terminate this Leese effective sixty (60) thuya fo9aMng the dee of c entre we of such damage by giving written notice to Lessee of Lessor's election to do so within thirty (30) days after ate date of aoeurence of such damage. Provided. Weever, i1 Lessee at thin time has an exerclsabteoption to extend btts Lease or to purchase the Premises, then Lessee may preserve this Lease by (a) exercising such option. and (b) providing lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the canter of (1) the data which le tan (10) days elver Lessees, receipt of Lessor's written notice purporting to terminals t91s Lease, cr (a) the day prior to the dale upon which such option exp1ec. It Lessee duty exercises such option durktg such period and provides Lessor weds funds (or a dequae asourancs thereof) to cover sty shortage In Insurance proceeds, Lessor shoe, at Lessor's expense repair such damage all noon as reasonably posable and this Leese °has canasta rst heti tote and effect. If Lessee Was to mxere(s° such option and provide such funds or assurance dudng such petted, then this Lasso shell terminate as of the dale set (ooh In the Ursa sentence of this Paragraph 9.5. 9.6 Abatement of Rent; Lessee's Remedies. (a) In the event of (q Promises Partial Damage or al) Hazardous Substance Condition for which Lessee is not legally responsible, rho Base Rene, Common Area Operating Expenses and other charges, If any, payable by Lessee hereunder for the period during which Such damage or condefon, its repair, romo- (ration or restoration continua, shall be abated in proportion to the degree to which Lessees use of the Promises is Impaired, but not In excess of proceeds from insurance required b be c8nfed under Paragraph 82(b). Except for abatement of Base Rent, Common Area Operating Expenses and other charges, d any, as aloesel:i ag other obligal ns of Lessee hereunder shall bo performed by Lessee, end Lessee shall have no claim against Lessor (many damage sutiered ea - son of any such damage, slesauction, repair, remodiatien or restoration. / MIP 1i -TENANT --GROSS Amarlran Industrial Real Estate AS_sociation 1993 Inh)ols: Qs) If Lessors al be obt'rte; fie rapier or costae the Pmmses undes the previsions of itis Paraeapri S and shell not =raTnenra, fn a su.s't2rUHf ere evegreed xray, the repair a res meiton of ries Prereeaa within ninety (90) days atter such obligation alvei acarus, Leasee may, et anytime peals the comments. are eauch repel: c reelorgesn, Siva w tc.% nos tc Lessor and to any Levees d which Lege has :earl aodca a Lessee's ei*dtcn s,, temere s t1s Lau: sn admit ...elms .tear. arecy (Cf;) Geyi'iclowlree :''a geese e4 such notice. If Lessee Byes such reales b Lesser and rade f oneers and sere metric or -qct.^ ee:e -� •:res -arra: r/ts.0: Serre (34414:p crsr :3-420-.: ;; such nese, tris Lease sire terminate t4 cr tI•9 Deco specified h said intra. Y Leis,:. or p :e -;Y ;: -- ,inen the repair or res orador of the Pran su within thirty (30) dais seer the receipt se seer notice. its Lease share camir.•e ti eel ;!.ne ale a`s� ""seem :axe' es used in lila Poregraarr P.8 sive rear &this the un^.o. n,e: autherte tion of tee papzmtor. c' tem reriseve para. or 1.4 bee -'-e ,re "er x , ae wore ;r. ass Remain. weleivere oxws fes: 9.7 Kaeatdoues Sebseance Cer aa1oea d a Hazardous Su`..SIW. a Coadidon occurs. unless Lasses Is reset/ resportercS3 therefor (le whir~ use -Slate erect reset the irveAgatiem and rsrneesee n 1hav a requeed by Appecativ Requirements end this !sass seat c recite Le tat'er force std edge. tyle stmt -e a '.asses rrght3 under Pteaseap.1 S2(0) end Peraereoh 131. Lessor may o Lessors; option eater (I) aneeteleata and re sedlate 010' Maureen; 9tbetan;s re rellr , Cmelted. se. soar as rsaaolatly a ynyrela 31 Lesser'6 expense, In which event this Lam shah co.'ghue kt tuf force acv! &Ned. a (i 11 fes *sxtrri zest to irrrazieete end re• �seete seer cos lthe exeaed3 tweNG (12) Gres the then monthly Base 1ieit cr 5100,000 wh!cerser c grezbe see .r':tsr ncty s : :teaaa by .',vin 1t11t 0) de 3,.`x :oea1et by `_ ? 01 icrvdadge of tiro ocburcarxe of Such tia�rd013 Set9=9 Co:' t c' o! Leesor's deee^t ter -1r is Set '_ease as o} taw este srxgf (60) days Loi cwtng Vt. date of such eoljce. In the event Lessor gems to gree *Leis mese of Leasers In;endon : 'rete fhb Lens. .tssn era" tyre the right with*, ter (10) days atter Ise receipt or such notb. so gave eaten rxodco tc Lasso: ct lessees ccmr tenet lo Cat :'a 6x4e59 Con= fa) :m.estgatax art rernedat)on of sec!' Hazadsua Substance Condaeer% to the 0x1331 required by AepecaWe Requi ements. ora: 051 an arestre este::: :egos (12) revs the than rim:thly Bea Peas:' c• 3100,000, wt iceever Is greater. Leasee shall provide Lasser lith the Panic ;soled 01 Basses aa'rsrsoto-• ur teres thereof within thirty (30) deo be levet e saki eormlenent by Lessee. In such event tble Leese ohaR ceisnx3 tr. Pau bow a-4 seam end Leese,-& a see sne. o make such lnvaslysdxr a.'rd car, edea a .'3 sorsa as taasarebly possible eat the required heti res ayst* ',. ! Lessee dee: -o: phe 330. ogre a est xake the :squeed tends or assr::ance tira.'aot whin the 931* petted spedied above. tin's Lena shaS 10 rrJnele es of the dare spsdeed LR 1.7r.33e3 33133, st ill. .0Jnaeon. ?.o 'on!ra :ion-Adyarrx ?oe-msgra. T:r^ termination ot tints Leese pursuant to tura Paragraph ?, Lessor shelf !e en to :wase aay ext; s YGyn z siva by Lessee f0 Lessor and so emu,: re amass oecudt. Deposit as has not bean, or is net then required to be. used by Les3a under the farms for Neta Lease, 2.9 Naives of Srratt12A. Lessor and Leasee agree that the terms of this Lease shaft govern the ales ai are damage to or desetr_9cn of tee Pearides zed he EVideg with respeo( to the tense:aeon or 1103 Lease Brad hereby waive the provisions of any present or future =age m els extent it Is beonsta+1 besswk9. :e. Real Property Immo. 10.1 Payment of Taxol. Lessor shall pay the Real Property Taxes, as dafi360 In Paragceph 102(x), applicable he fins Indusblal Caster, and except all c:e-- eewlsc provided fes Paragraph 10.3, any increases in such amoune over the Base Real Property Taxes shall be included in the cite -radon of Cc men Aree Oporesrq 6meoses in acoadence with the provisions ot Paragraph 4.2. 10.2 Rant Property TaxdJotinelors. (a) As used herein, the term "Real Property Taxes' shell include any form of real estate tax or assessment, Sacral, special. cedlnare or 33330-01. r rl. ano any license fee, =merge! rental tax. improvement bond or bonds, levy or tax (other then inheritance, prions& rnxrze or estate taxes) imposed corn the indusbfal Center by any tenth rity having the erecta leave power to tau, Inc/Wing eny chy, state or federal goverment Or any school. 2$ricuehsral. sanitay, eke, *3534 dralnaga, or other improvement dine& hereof, levied aQainel any legal or equitable interest of Lessor i3 the tndusld8 Center or any portion thereof. tsssors 6910 to rem a other income therefrom, a.Y1or Lessors business of leasing the Premises. The ham "Real Property Taxes" shah arse inducts any ex, les, to essosament or charge, cr any Incease therein, Imposed by reason.of *vents occuring, or changes 13 Applicable law taking affect, dudrq the erre d.:1 £ Lauo, andudrg trait not [kneed so a change 13. the owriarstrip of the Industrial Canter or in the lmprovomerns thereon, Oar ex.:aeon a LY3 Lease. or any mccee .3- lion. ernendnenf a tansfer thereof, are wrro lcr cr 3,01 contemplated by the PiUes. (b) As used herein. tae tarn 'Base Reel Property Taxes' shall be the amount of Rear Pcopeny Tuxes, which sea assessed against the Premises. Building or Common Areas In the calendar year during which the Lease Is executed. In ealccurating Real Property Taxes for any calender year, the Real Proper. Taxes for any real estate tax yew shall be inaiuded en the oaicvtedon of Real Property Taxes for ouch calendar yaw' based upon the number of days Wed, seer calendar year and fare year have in colonic*. 10.3 Additlanal tmprovearenls. Common Area Operating Expenses shall not include Real Propely Taxes specified In the tax assessors records and work sheets as being caused by additional improvements pieced upon the Industrial Center by other lessees or by Lessor ter the exclusive ereoyment of such other lessees. Notwithstanding Paragraph 10.1 herd. Lessee shall, however, pay to Lessor at the time Common Area Operagng Expenses are payable under ?aragraph 42, he entirety of any increase In Real Property Taxos if assessed solely by meson of Aherattons. Trade F1X11s a Why Iretaaazns placed upon tete Premises by Lessee or at Lessee's request 10.4 Joint Assessment. If the Belding Is 7101 separately assessed, Peal Property Taxes allocated to the Building shall be an equitable prepadpa of the Real Property Texas for e11 of the land and improvontena lnaud.*'d within the tax parcel assessed, such proportion to be dateenired by Lessor from the ;impedes vaiuedons assigned In the assessor's week al1eo's or such otter Information as may be reasonably available. Lessor's reasonable determination thereof. in good fear; 32ari be conclusive. 10.5 Lessee's Property Taxes. Lessen seal! pay pear t0 delinquency all taxes assessed esa nst and levied upon Lessee-Ornsid Mere= and Utlury installations. Trade PL37uras, hsnishin s, gqulpsiant anti cit personal reopen), of Lessee contained in the Premises et stored within the In ustrial Cason When possible, Lessee shell cause de Lesses•Ovmed A'leradons and Utility Installations, Trade Fuduros, torn/things, equipment and *R other personal property 3,o ba assessed end Wed separately from the real property of Losse. If any le Lessee's said properly shell be assessed with Lassore real property, Lessee shell pay Lessor the taxes attributable to Lessee's prepare, within ton (10) days attar receipt of a written 8131031581580133 forth the taxes applicable to L9£su'S pccperty. 11. Ul7Wdas. Lessee shall pay diree.fy for el, Weiss and services aupplied to the P.nemises, including but see limited 1c &tool cry, telephone. secwlty. Bras e60 dewing of the Premises, loga1ur with any taxes thereon. It any such whiten or lawless ate not soparately motored to the Promises x separately teed tc the Premises, Leaspe shall pay le Lesser a ceasenab*o p1poreon to be determined by Lessor of all such charges )ointiy metered et Wed veal aha: painless le _`s Binding, in the manner and wI hln the Sme periods set fonts In Paragraph 4.2(d). 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessse shall not vauntat'iy a 2 / ops;a'xn of law assign, L-ar, afer, mortgage 0t otherwise carafes or encumber (collecllvely,'essign') G sweet 3,:e a any pan of Lessee's Interest it this Lease or in. the Premises without Lessors prior wenn consent given under and subject to the tears et Paagrapli 35. (0) A change M the control of Lessee shall constitute an assignment requiring Lessor's consent. Tina transfer. or, a a:mul dye basis, o; twenty.3vs per. cent (259:) or more of the voting control of Lassos shall constitute a change in control for Mrs purpose. (0) The Involvement ell Lessee o: rs assets In any transaction, or series of transactions (by way of merger, sale. acqulslemt, 911321 hfg tererc!i-,e ua:0er, leveraged buy-out a otherwise), wrether 0r not a banal assignment or bypot ecation of this Lesso or Lessee's assets occurs, Meet resale or ore Ls a Mutton of the Net Worth at Lessee. as harelsaftes defined. by an amount equal to or greeter than twenty -the percent (257%01 *ads fist Weir of t, seta s; 3.1733 rope/sensed o L5330; at the time w t*U execution and delivery of this Lease or at the rime of the most recent asainrman: o wheel Lessor has co: emee..c- as k exists lmmereetey prior to said t413133 of os ear -sections constituting such reduction, act whichever time safe Net Worts o1 Lessee was or le ;Meta; shell is aneldexd an assignment of tills Lease by Lessee to which Lessor may reasonably withhold its consent. 'Nel.Wonth of Lessee" for p•Josee of thea Lease be the net wad of Lessee (excluding any Guar:weav) astable :led under generally aaeptad Recounting preei. pies consistently apgaed. (0) An esstgnmeol or sudetlirag re Lessee's 1310,0st in this Lease without Lotsors specific prior written consent shall, apt Lessors optics. bearDefau:! cantle akar nonce per Paragraph 13.1, or 7o'-caaa5.'o Breath without the necessity o1 any notice and grace pored. If Lessor elects to heat such ur rzert50 15 esa!9nment or suSetting as a terns-rucebi. S aa:.h Laaao: shall !save the right o either: (i) terminate thio Lease, a (0) upon Mary (30) drys' w tree role ("iaseer's ,lobes'). Increase the roc thiy Base Pent for the Premises to the grazier of the then falemahot ton'&! value o! the Pre '1s*s, es reasorab!y dater. skied by Lessor, or Dae hundred here patent (1s Ci:) of the Base Rent then in effect. Ping determ rtion of the now fair menet rent& v&tee, N esse:ad b, Lessee, Lessee std pay Uta amount eel fort's Ln :.ease's Notice, with any overpayment r•edhed awe/Stift next Installment(s) of Base Reet comlrr dere. eco g-' underpayment to he period relroac1ely 10 tee effective dale 01 the adjustment being duo and payebb immediate:), upon the deterr0insdcn three_). Par¢,e . thee Yvan or such Breach and rental adjustment, (r) she purchase price of any option es purchase the Premises head by Lessee stat bo sWY,aa a limen areae car, 1: the then hair market value as reasonably determthed by Lessor (without the Lease being considered an enwmtxance or any dedection for depr> *tion 0101000185- 03009, and considering the Promises at e5 highest and best use and In good ooactwon) or one hundred ten pecan (1101.) of the prim previouaty In sNO3, (3) arty s"dex o onlod rental or plce adjustment torase a C0371Ied In Cis Lease evil be adjusted to require fel the base Index be detem1ned with reference o ti16 ixax ap ca: est to the erne of such adjeas:ment, and (r:) any fixed rental adjustments ache0Wed during the remMnder a the Lurie Vert shall leshnesassd i : re; same tato as the new re=al b es vele Base Rant In elect hmmedlately p:1a to Me ad(vscnem spite:re m Leasers Meese. (e) Lessee's remedy for any beesaal of eM6 Paragraph 12.1 by Lessor shall be limited to compensates), Canapes and)& 6tjun.01ve retch?. 12.2 Totes and Car:MMeotw A,opih'cebie to Assignment and 9u5101ing. (e) Regan11ess of Lessor's consent any asele: nest or subleedree shalt not (I) be &heave with:ea the express written assemp1cn by such a y ore,.. te 3W 33553 01'11* oblige:lora of Lessee welts tele Lease, (U) release Lessee of any ob2gatons hesatneer, ear (a; eller the prima.•y liable. of Leese* ex the Fee - mete' Base P,qo and o sec stela Cas Lees*,1tesuezer a tot the potiorman v of any other &agat10 s to be performed by Lessee tete:this Lease. (o) Lassa inay accept any rent ce gerlO male of Lessee's 0Orsgs1crs :root acre ;Kenn cess: Iran Lana pt1" 119 sperm' n e srzr : ter; r r aSeViroese Neither a delay In etre ape. Oval a die sp:ovaf of Such assignment nor the a0:epea= of any :melee parrcrafa158 seel0 nsther79 a *steer o' este:-.; o! Lessors right to exercise its remedies :or tea Oefavit or Bleach by Lessee of any of the torma, coven. or condhUsns of WS tease. (3) The =sere 0f LeSSot 10 Eny assfeerneet d: subleterg shall net eensti1 to a COMM: el tiny see rsqusnt essleemenl or sudsier.: ee :sews es's sty subestruent or 37:33001133 asslenmerr1 et suw3tl1Q by the assignee a sar1esoao. leow3vew Lessor retry Consent to subsequent s*Wetrnes an: aseigmes 's of the Wes:am es are amenrxnenta or rhoceteveec25 Varese rethout no'JPing Lame or aurone else Agee under this Lease ce the sublease aro velvet o* aIol-e their consent, and such aceon shell not relieve wch paraone Isom taWUfy under this Lease or the sublease. MULTI -TENANT -GROSS 1326313/ (X/C �v ( one (d) in the event of any Default et Breach of Lessee's obligation under this Loaso. Lessor may proceed clinker seeina1 Lessee any Guarantors or any any etser persolse anti entity performance of he Leocee's obligations under this lease, including any sublessee, without Fry exhausting Lessor's remedies ty esponsible therefor to Leaser, or any security hold by Lessor. aga:nat financial and(o) Each request for consent to an assignment or subletting shall be In writing, sccompamod by Information relevant to Lessor's detenntnatton ae 10 the _operational responai3Uly and appropriateness of the proposed assignee or ubleoseo, Including but not Umited to the Intended use and/or required the 11cca on 1 then e Is rams ani Ueq of go her with a non•rofundebte deposit of $1,000 or ten percent (10%) 01 the monthly Base Ront applicable to the portion or the the requestfora subL Laws proposed assignment u subbase, whichever is greater, as reasonable consideration for Lessors considering and pro• by Lessor.agrees top o Lessor with such slier or additional kr}omtaUon end/or documentation as may be reasonably raquestad () Any assignee of, or sublessee under, UUa Lease shall, by reason of accepting such assignment or entering Into such sublease, be deemed, for f he benefit et Lessor, to have assumed end agreed to conform and °empty with each and eavveeryry term. covenant. condition andobrigallon herein to be observed or pe- rmitted by Lessee during the term of said osslgnmoM or sublease, other than such obegaVone as aro contrary to or Inconsistent with provisions of en assignment or ubtease to which Lessor has apeaflc fly consented In writing. Deposit be (0)) The d byoccurrence an ce of bansecllon described In Paragraph 12.2(c) shall give Lessor the right (but not the obligalfon) to require that the S Increase a condition to Lessor's consente such eaansaca0son then monthly Base Rent, and Lessor may make the actual race pt by lessor of the 3eady e� (h) Lessor, as a condition to giving Its consent to any assignment or subletting, may requfro that the amount end ad)ustmeM schedule of the rent payable under ties Lease be Muted to what is then the market value antler adjustment schedule for property similar to the Premises as then constituted, as determined by lessor. 12,3 Additional Terris and Conditions Applicable to Subletting. The following terms end conditions shall apply to any subletting by Lessee of all or any pan of the Premises and she be deemed lnduded In all sub/eases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Losses all of Lessba's interest In all renters and income arising from any sublease of at or ponlon of the Pramtsoa heretofore 01 hereafter mad° by lessee, and Losses may collect such rem and Income and eppty same toward Lessee's oblIgadons under this Lease: provided, however, that until a Breach (as defined in Paragraph 13.1) shall occur In the performance of Lessee's obligations under this Lease, Lessee may, except as othonnse provided in this Lease, receive, correct and enjoy the rents accruing under ouch aubfease. Lessor shall not, by roacon of the foregoing provtabn or any other assignment of such sublease to Lessor, nor by reason of the collection of rho rents from a sublessee, be deemed liable to the subiewaae for any failure of Lessee t sublessee,upon and comply with any of Lessees obligations to ouch sublessee under such Sublease. Lessee hereby Irrevocably authorizes and directs any such Lessor No roma and Wer Berges due and bect of a written flake ome dduo unr dertheut:Cthat easse Sublach elsts sseensh ll rely upon any ouch statement obligations request from Lessorr and 011013 pay such rem and other t herges to Lessor without any obligation or right to Inquire as to whether such Broach ex lets arid nonwthstanding any nonce from or claim from Lessee to the contrary. Lessee shall have no right or claim against such sublessee. or, until the Broach has been cured. against Lessor. for any such rents and other charges so paid by said subiessoo to Lessor. (b) In the event of a Breach by Leasee In the performance of its obligations under thio Lease, Lessor, at es option and without any obligation to do so, may require arty sublessee to aaorn to Lessor, In which event Lessor shall undertake the obligations of the sublessor under such sublease from the Ume of the exercise of said option to he expiration of such sublease; provided, however, Lessor shall not bo liable for any prepaid rents or security daposit paid by such sub. lessee to such sublessor or for any other prior defaults or breaches of such sublessor under such sublease. (c) My matter lir (keg requMng the consent of the sublessor under a sublease shall arse require the consent of Lessor herein. (d) No sublessee under a suldea.se approved by Lessor shell runner assign or sublet all or any pan or the Premiseswhhout Lessors prior written consent. (e) Lessor shall deliver a copy of any netfoe of Default or Breach by Leasee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified In ouch notice. The sublessee shall have a right of reimbursement and offset from end against lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Bleach. Lessor and Leeseo agree that if an attorney Is consuhod by Lessor In connection with a Lessee Default or Breech (as hereinafterdefined), $350.00 Is a reasonable minimum sum par ouch occunence for legal services and costs In the preparation and service of a notice of Default, and that Lessor may include the cost of such services and coals In said natio as tont duo end payable to cure said default. A "Default' by Lessee Is dotlnod as a failure by Lessee t0 observe, comply with or perform arty of the terms, covenants, conditions or rules applicable to Lessee under this Lease. A "Brooch" by Lessee is defined as the occurrence of any one or more of the following Defaults, end, where et grace pedal for cure after nonce is specified herein, the failure by Lessee to cure such Default pdcr to he expkallon of the applicable grace period, and shell entitle Lessor t0 pursue the remedies sat forth In Paragraphs 132 and/or 13.3: (a) The vacating of the Premises without the intention to reoccupy same, or the abandonment of he Premises. (b) Except es expressly otherwise provided In this Lease, the failure by Lessee 10 make any�yment of Base Ren, Lessee's Shore of Common Area Operating Expenses, or any other monetary payment required to be made by Lessee hereunder as a when due, the failure by Lessee to provide Lessor with reasonable evideee of k'surance or surety bond required under thls Lease, or the failure of leasee to fulfill any obligation under thls Lease which endangers or threatens life or property, where such failure conlinues fora period of three (3) days following written notice thereof by or on behalf of Lessor to Lessee. (c)) Except as expressly otherwise provided in shin Lease, the failure by Lessee to provide Lessor with reasonable written evidence (in duly exe6eled original form, k applicable) of (I) compliance with Applicable Requirements per Paragraph 6.3, (f1) the Inspection, malnlonance and service contracts required under Paragraph 7.1(b), (Hi) the rose fon of an unauthodxcd assignment or subletting per Paragraph 12.1, (N) a Tenancy Statement per Paragraptr 16 or 37, (0) the subordination os non -subordination of ells Lease par Paragraph 30, (el) the guaranty of he performance of Lessees obligations under Oils Lease If required under Paragraphs 1.11 and 37, (vil) rho exoccllon of any document requested under Paragraph 42 (easements), or (viz) any other documentation or Information which Lessor may reasonably require of Lessee under the terms of lids lease, where any such failure continuos for a portal of ten (10) days (dewing written notice by or on behalf of Lessor to lessee. (d) A Default by Lessen as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof het are to be observed, mmpllnd whh or performed by Lessee, doer than those described In Subparagraphs 13.1(e), (b) or (c), above, where such Dorsett continues for a period al thirty (30) days altar written notice hereof by or on behaftof Lessor to Lessen: provided, however, that if the nature of Lessee's Detaul1 Is such that more than thirty (30) days are remora* required for hs cure, then it shall not be dammed to be a Broach of his Lease by Lessee 11 Lessee 0OMMMOI a such cure web - in said IMrty (30) day period and there eller diligently prosecutes such cure t,0 completion. (o) The 000000nce of any of the following events: (I) the making by Lessee of any general arrangement or assignment for the benefit of creditors: (n) Lessees becoming a 'debtor as d0finod in 11 U.S. Code Suction 101 or any successor statute thereto (unless, In the case of a petition filed against Lessee, the same Is dismissed withIn sixty (60) days); (fl) the appointment of a trustee or receiver to take possession of subetandaliy all of Lessees assets located at the Premises or of Lessee's Interest In this Lease, where possession Is not restored to Leased within thirty (30) days; or (iv) the attachment, execirton or other )udtda! seizure d substanllatty at of Lessee's assets located at the Premises or of Lesson's Interest In ills Lease, where such seizure fa not discharged within Thirty (39) days; provided, however, in the event that any provision of this Subparagraph 13.1(0) Is contrary to any applicable law, such provision shat be of no force or olio.$. and shall not sliest the validity of the remaining pro delons. () The discovery by Lessor That any 1nandal statement of Lessee or of any Guarantor, given to Lessor by Lessee or are/ Guarantor, was materially false. (g) If the performance of Lessee's obfgatfons under this Lease Is guaranteed: (I) the death of a Guarantor, (t) the termination ole Guarantor's Moberly wth respect to this Lease Other than in aeoordence with the terms of such guaranty, ()0 a Guarantors becoming Insolvent or the subject of a bankruptcy filing. (1e) a Guarantor's refusal to honor he guarany, or (5) a G'varanlor'o broach of is guaranty obligation on en anticipatory beach bests, and Lessees failure, with sixty (60) days following written notice by or on behalf of Lessor be Lessee of any such event, to provide Lessor with written alternattvo assurances of security, which. when coapted with the then exisling resources of 104500, squats or exceeds the combined linandal resources o1 Lessee and the Guarantors that existed at the time of execution of the Lease. 13.2 Remedies. If Lessee fails to perform any affirmative duty or obligation of Lessee under this Lease, within len (10) days after mitten notice to Lessee (or In case of an emergency, without notice), Lessor may et Its option (but without obligation to do so), perform such duty or obligation on Lessees behalf, trie4ude'g but not flatted to the obtaining of reasonably required bonds, Insurance porkies, or governmental licenses. permits or approvals. The conk and expenses of any sarh performance by Leaser shall be duo and payable by Lessee to Lessor upon Invoice therefor. If any chock given to Lessor by Lessee shall not be honored by the bank upon which h Is drawn, Lessor. at its ova option, may require all Mum payments to be made under this Lease by Lessee to be made only by cashier's check. In the "vont of a Breach o1 this Lease by Lessen (as defined In Paragraph 13.1), vrth or without further notion or demand, and vdthout Smithy Lessor In tris exerciseol any tight or remedy which Lessor may have by reason of such Breach, Lessor may: (a) Terminate Lessee's right to possession of the Premium by any lawful means, In which case this Lease and the tern hereof shag terminate and Lessee aheII immedlaloly surrender possession of the Premises to Lessor. In such event Lessor shad be entitled to recover from lessee: () the worth at tho Ume of the award of the unpaid rant which had been earned at the time of termination; (h) the worth at the time of award of the amount by which the unpaid rant which would have been earned after termination until the time d award exceeds the amount of such rental loss that he Lessee proves coeld have been reasonably avoided: 60) the worth at the time o1 award of the amount by which the unpaid rent to the balance of the term atter the time of award ozceods the amount of such rental loss that the Lessee proves could be reasonably avoided; and (w) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform Its obligations under this Lease or which In the ordinary course of thlnea would t1e likely to result therefrom Inctudirq but net limited 10 the cost of recovering possession of he Prendaes, expenses of reletting, including necessary renovation and alteration of the Premises. reasonable attorneys' fees, end that portion of any leasing commission paid by Lessor In connection with this Lease applicable to the unexpired term of this Loaso. Tho worth at the bm mo of award of the amount referred to In provision (di) of the immediately preceding sentence shall bo computed by discounting such amount al the tis- count taro of the Federal Resolve Baht of San Francisco or the Federal Reserv° Bank District In which the Premises are located at the lime of award plus one percent (1%). Efforts by I /user to mitigate damages caused by Lessees Default or Breach of this Lease shall not waive Lessor's right to recover damages under ties Paragraph 132.1f termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover InInSu(cchh p10- In11fis: �.-K �/ MULTI-TENANT—GROSS f,/. (9, ea American Industrial Real Estate Assoc!ation 1593 ceding the unpaid rent and damages as are recoverable therein, or Lessor may reserve .one right to raatrw act a any part thereof In a separate stilt for such res; andror danngas. If a notice and grace period required under Subparagraph 13.1(b). (c) or(tf) was not prevtousty Verge a roes to pay rent or quit. or to pattern or gun, as the case may be. gh'en to Lessen uncle: any made autholzkp the forfeiture of leases for tWaawhd defairsar shod sip ax'settfe the applicable notice for grace pared purposes receered by Subparagraph 13.1(b),(c) or (d). In suet case, the grace period :rode( the ur.Iswlui detainer stem shall run encUr- meg Me the one such statutory ethic% and the failure of Lessee to cure the Detail tt hrrr the glared of the two 21 su'e, grafi periods shah constitute Loth ter. unlawful detainer a. d : Breath of this Lease *Meng Lessor to the remedies prodded for in this Lease ardror by sake shute. (b) Continue the Lease afxi Lessee's right So possession in elle/ On Cetonea under Calffrer1a Ch'J Code Se en 19-51 .4 atter Lessee's Bruen and recover the rent as Y, becomes due, provided lessee has the right to sublet er assign sub)eu rely to rosa:,r,.9fa .mRaltons. Lester enc Lsasee agree that the ant• tadcks ori assessment and sablett eg ir. Ms Lease ars reasonable. Acis of mairyow o cr gree lames seer4 U Bta1 eta Premises..: tie.`trn c t et ; receiver.ic protect eta Lessees Intent under this Lease, shag not cometute s terndnaeon or the Lessees teeh110 pesserseoe. (0) Pursue any other remedy now or hareatfer available to Lessor urder the taws ce Weal deeeteens of the enate whee&s the Premises ore o.mreri, id) The exp:re•Jon or termination of this Lease and/or the temiealon of Lessee's ten to po sessrx shire not ncsevo Lassen from Iia:'Niry under any lethargy wevlstono of this Lease as to :natters occurring or acuutry dieing ere farm hereof or by rgeace or Lessee's oceup,noy at the Prer.+!ses. 13.3 inducement Raceptura :, Event of Beach. Any agreemeet by Lasso: for free or abated :err, or other d re tor tha g22 . paying by Leese cr �er Lessee of any cash or ocher bolus. Inducement or eraiion far Lessee's meal's; 'Ign ties Lane a 01 which ng a r Concessions mo herWnahs: ro,ameo tows "inducement Provisions" shall ba deemed o neti ned upon Lessees lux ar,: tem! eatery see of as 01 the temp. cova'ur>3 and acts i:ns of this Lease to bs perrmmed or observed by Losses during the term hereof es the same -xy ba eremite.. upon the occurrence ala Breach has deed M P iaeraoh 131) of this Leas* by Lessee, any such Inducement ProKabn alr80 r.'brtafte' be deemed deist*I 'r r^ wla'.ease and p( no Nrvrer CMS Cr cocci and any rent other charge, bcnss, Inducement or conabdera22cn theretofore abided. ;him fid paid ty Lessee :-neer 1'022 sr, Klemm= Provision she be Immediately duce and payable by Lessee to Lessor. and recoverable by Lesser. as tkidhtianal meths? wear tee Lease. nohvtttsandeg aitryly subsequent are cr said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the opara,'bn of eels Fere-graph 13.3 shed not be deemed a waive by Lessor of the provisions of this Paragraph 13.3 unless specifically serrated in write; by I rGQmet 1179 three e of such =crevice. • 13.4 Lata Charger. Lasso hereby ararno ledges that tate payment by Lr0see to Leaser of rent and other ethos dee heraander wOl ruse Lessor to Inter costs not contemplated by ;his Lease. me exact amount of which we be a ewnety *Nice to asoertakt. Sx22 mire Ina ds. ben are not embed to. processing and aocaunllrg charges, and late charges which may be Imposed upon Lessor by the terms of my ground lease. marten., an dead of tructpovedng the Premises. Accordingly, If any installment of rem cr other sum duo tom Lessee shee rot be recaivad by Lessor oc Lessors Cas. nes witvn tern (10) dads idler such amount shalt to due, then, without any requirement Ire notice to l.essae, Leasee she ewes Lessor a {ate sharps Kane to lift percent (6%) of such overdue amount. The pastes hereby sone that such late charge repreoen1 a lair and reasonabta'esltmste of the roses Lessor ell sneer by reason of lois payment by Lessee. Annptaree ot such late charge by Lessor shell in no event consatute a waver of Leone Default or Smash with respect te such overdue amount nor prevent Lessor from exorcising any of the other rights and merges granted hereunder. In the avant that a tate charge 4 payable hereunder. whether or not enacted, to three (3) censecutve installments of Soso Ront then notwlthstartding Paragraph 4.1 a any other etches cf this tease to the contrary, Base Rem shall, at Lessors option, become duo and payable quanorfy In advance. 13.5 Breach by Lessor. Lessor shall not be deemed in breach of this Lease unless Leaser Isis *thin a reasonable Mme to perform an obl'gadon required to be performed by Lessor. For purposes of iris Paragraph 134, a reasonable time she in no event be less than erg (30) days atter receipt by Lessor, and by any lender(s) whose name and address shall have been furnished 10 Lessee in writing for such purpose, of Adnan new specifying wherein such o1ligarion of Lessor has not boon performed; provided, however. that if the nature of Lessor's verge -bon is such that mora Mae thirty (30) days after such notice are reasonably aqukod far 0e performance, then Lessor shall not be In breach of m4 Lease II performance Ls commenced wehln sur3h jell• (30) day period and thereafter din• gentry pursued to compleflon. 14. Condemnation. If the Premises or any portion them( ere taken under the power of eminent domain or sold under the threat Otte exercise at saki power (all 01 which ere herein called -condemnation, hits Lease shall terminate as to the part so taken as of the data the condemning auto' take* tele or possession, whichever Grit occurs- It more than ten percent (10%) of the floor meet to Premises, or nide then hratrpr firo percent (25•i%) or she Portion of Les Common Areas designated for Lessee's parking, Is taken by condemnation, Lessee may, at Laseeoh option to be ax m miens wieen ten (10) days atter Lessor shah have given Lessee written notice of such taking (or In the abeonce of such notim. within ten (t0) days after the condemning =hefty shod ham taken possession) terminate Ino Lease as of to date the condemning authority takes such poscasdon. t.1 Lessee doss not terminate this Lease fn accordance with the foregoing, tole Lease shall remain In full force and effect as to the portion of the Pren(aes remhery, except that the Base Rart sten be reduced in the same proportion 83 the rentable door mea of the Premises taken bears to the total rentable floor area et tee PremLses. No reduce= of Base Rem sba0 ocew it the condemnation does not apply to any portion of the Promises. Any award for the taking of an or any part of the Promises under the power of a enth 0 00 03! l Or any payment made under throat of the exercise of such power shall to the property of Lessor. whetter Such award a1ra0 be made er compeosaton for 43rretheoa of value of the leasehold or for the taking of the fee, or as severance damages; provided, however, that Lessee shall be (meted 10 any compaasation, .separately awarded to Lessee for Lessee's relocation expenses and/or loss of Lessee's -Trade Fklures. In the event that this Lease la not temrfiacad by reason of such condemnation, Lessor shah to the extent of its net severance damages received, over and above Lessee's Share of the legal mid ernes expenses incurred by Lessortn the condemnation mat. seveeepair any a damage to the Pc on eas caumrised by such condemnation authority. Lessee shall be responsible for the payment o/ my /Resent tri excess of such net complete such repair. 15. Brokers' Fess. 15.1 Procuring Cause. The Broker(s) named In Paragraph 1.10 Lvare the propping rause of this Lease. 15.2 Additional Tangs. Unless Leeson and Broker(s) have otherwise agreed r writing Lessor agrees tree (a) ft 1.=93 exorcise any Option (as defined in Paragraph 39.1) granted under Ude Losse or any Option subsequenly granted, or (b)10 Lessee argue* any rights to the Promises or otter premises in which Lessor has an interns, or (0) If Leased remains in possession o1 the Promises wkh tine consent of lesser after the oxphation 01.the tars of tris Lease after hating tailed to exercise an Option, or (0) d said Rrokors are the procuring cause of any other tease or .safe entered into between t,er Partes perrainkrg to the Premises andror any adjacent {dopey in which Lessor has en interest, or (e) 11 Base Rent Ls acreased, whether by agreement or opaaration of an conation douse herein. Non as to any 0( said transactions. Lessor shad pay said Brokor(s) o lee in accordance with rho schedule of said Broker(a) trh erect a1 the time al the execern of this Lease. 15.3 Assumption of Obligations. Any buyer or transferee 01 Lessors Interest in this Lease_ whether such rrmhshe Is by agreement a by operation of raw, shall be deemed to have assumed Lessor's obligation under Ns Paragraph 15. Each Broke' shah be an hne.-ded tett party beneficiary of the provisions of .Paragraph 1.10 arid of MIs Paragraph 15 to the extant of Its Interest In any commission arising hom mis tease mrd may (WOMB that right drecey against Lessor and its successors. 15.4 Repreaentaeona and Wenanitles. Lessee and Losses each represent and warrant to She other =tit has had no dealings with any person, firm, bro- ker or ender other than es named In Paragraph 1.10(e) In connection with the n egotiatien of tris Lease archer eta consummation of the transaction contemplated hereby, and that no broker or other person. num or entity other than said named Broke(s) is entitled ea any aznrrdsslon o: 0nda'a fee in connection with said trans- action. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the othor hormion from and against fablety her compwuatien or charges which may be claimed by any such unnamed broker furrier or other similar party by reason of any deal ngs or =time et the indamn3yfng Peg, Including any cask, expenses, and/or atomoys' fees reasonably Incurred with respect Marino. 16. Tenancy end Financial Statements. 16.1 Tenancy Statement. Each Party (as "Responding Party') Shall within ten (10) days after written notice from the ether Party (the "Requesting Party') execute, acknowledge and deliver roma Requesting Party a statement in writing 1n a form Wristlet' to the Men most current "Tenancy Statement' form p ubllohed by the American Industrial Real Estate Association, plus such addieonal Ireonnatton, eon4miation a deorsl =cements as may be rsasanabty mequecttd by the Requesting Parry. 16.2 Financial StatemenL If Lessor desires to finance, ra0nance, or sea the Promises or the B0Odna drspre eof, Lessee erre et Guarantors shell doreer to soy potential lender or purchaser designated by Lessor such financial sutemena of Lessee andsuch ss may be reasonably required by such loner or purchase, including but ret limited to Lessee's financial statements for the past three (3) years An such fmandal =vents shall be recevod by Lessor and such lender or purchaser In confidence and shall be used only for the payees herein set kith. 17. Lessor's Liability. The term "Lessor" as used herein shall mean the comer or owners at the ems in question o1 the tee Gila to the Promises In the event of a Transfer of Lessors tide or Interest In the Premises or In this Lease. Lessor shall deliver to the transferee or regime (ten cash by credit. Deposit held by Lessor at the time of such transferor assignment Except ea provided In P 15.3,suctry ) any unused Security e SeeefilY Delhoed. es aforesaid, the prior Lego; shall be relieved of all rablety with respect to the obligationsor or nmLe so ere delivery of the podomhed by the Lessor. Subb(foct to the foregoing, the obfgal4ns snWOi covenants in this Lease to be ed a covenants es order M4 tease thereafter upne hbe e is of as hereinabove dolnad oedemas! by the Lasso shad be btrkfing only me 18. Severubinty,')he invalidity of any provision of Ode Lease, 83 determined by a court of Cornpetern)iM53fction. she in ne way affect the validity of any other provision hereof, 19. Interest on Past -Due Obligations. Any monetary payment due Leaser hereunder. otter than tote mamas, not recelvad by Ltssoreithin ten (10) days View- ing the date on which it was due. shall bear (merest from the date due at the prime rate par ed. y the hrgaat state chartered bank in the sure in which the Premises are keeled plus four percent (4%) per annum, but not exceeding the maximum rate allowed by lam In addefee tote poterreof isle charge prOy1dod for in Petagrapin 13.4, 20. 71me of Essence. Time Is of the essence with respect to the performance of an otegafans Ie be performed Le observed by the Partes under this Lease, 21. Rent Dolned. Ail monetary obligations of Lessee to Lesser user the teras of this Lease are deemed to be rent 22. No Peer or other Agreements; Broker Disclaimer. Tho Lease =ta10$ an agreements between the Pisses with respea to any matter meneesed herein, and no other prior or contemporaneous agreement or undestanding shall be etectve. Lessor and Lessee each represents and wmrarrs to the Brokers that it has made, and le relying sofoty upon, its own trrveatgation as to the nature, afdy, character and nrancial Pquality'and character of the Premises. Brokers have no respons)bl with r b of y N a.1)- dresponseke daf:m or trash huser Party to this reol bander to the Each Broker shag be on Imsnded third parry beneficiary of the provisions of des Paragraph Shame a with. rasr-toct ereof by either Pony 22 MULTi-TENANT-GROSS eArnerican industrial Real Estate Associallan 1993 1n11atc: _L c 23. Notices. 23.1 Notice Requirements, Ali noticosrequ,red or permitted by Ills Lease shall bo In writing and may be delivered In person (by hand or by messenger or courier (larvite) or may ire sent by regular, certified or registered mail or U.S. Postal Service Express Mae, with postage prepaid, or by facsimile transmission due leg normal business hours, and shalt bo deemed sufficiently given if served In a manner specitled in this Paragraph 23. The addresses noted ad(acent to a Partys saddreba neo noire Ma shall be that Party's address for delivery or mailing of notice purposes. Either Party may by written notice td the other specify a deferent purposes, except that upon Lessee's taking possession o1 the P a, tins Premises shall oonsetute Lessee's address for No purpose of nae. Ing or delivering notices to Lessee. A copy of all no6Eoa required or permitted to be green to Lessor hereunder shall be concurrently trarhsmtned to such pony or parties at such addresses as Loeser may from time to Onto hereafter designate by written notice to Lescoo. 23.2 Date of fleece. Any notice sent by registered or cerWled mall, rotten receipt requested, shalt be deemed given on the date of delivery sham on the receipt card, or If no delivery date is shown, the postmark thereon. if sent by regula marl, the notice shall be deemed given forty-eight (48) hours after the same is addressed as required herein and mailed with postage pprrepaid. Notices delivered by United States Express Mad or overnight courier that guarantees next day delivery Ghee be deemed given twenty-four (24) hours aflor delivery of the same to the United States Posta Service or courier. If any nate Is transmitted by fan simile transmission or similar moans, the same Shall be deemed served or delivered upon telephone or facsimile confirmation of receipt of the transmission there. of, provided a copy le also delivered via delivery or mak 11 flake is received on a Saturday or a Sunday ora legal halidny, it shall be deemed received se the nem business day, 24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall bo deemed a waiver of any other tame covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same orother term, covenant or condition hereof. Lassoes consent to, or approval of, any such act shall not bo deemed o render unnecessary the obtatn(ng of Lessor's consent to, or approval of, any subsequent or s(rmler ea by Lessee, or be construed es tho basis of an estoppel to enforce lbw provision or provisions of this Lease requiring such consent. Regardless of Lessors knowledge ohereoL Any payment phien Lessor f a Default or Breach at the Imo of accepting rem, tho acceptance of rent by Lessor alae not be a waiver of any Default or Breach by Lessee o1 aro provision morns or cons made by Lessee In coLesnno0on therebe with. which oath statementsor on nt of and/or conndleons shor all be of no force ore's due Leaser. notwithstanding r whatsoever an unless sp g etatre frau- agreed o M wreing by Lessor at or before to tlme of deposit of such payment. specfficaUy 25. Recording. Either Lessor or Lessen shall, upon request of the other, executo, acknowledge end deliver to the other a short form memorandum of this Lease for recording purposes. The Party requesting recordation shall be responsible for payment of any tees or taxes applicable thereto. 26. No RIgM To Holdover. Lessee has no right to retain possession of the Premises or any pan thereof beyond the expiration or earlier termination of the Lease. In the event That Lessee holds over In violation of this Paragraph 28 then the Baso Rent payable from and alter the time of the expiration or earlier termination of this Lease shall be increased to two hundred percent (200%) of the Base Rent applicable during tho month immediately preceding such expiration or earlier tenni. nation. Nothing contained herein shall be construed as a consent by Lessor to any holding oveby Lesson. 27. Cumulative Remedies. No remedy or stenion hereunder shall be deemed exdusfve but shall, wherever possible, be cumulative with all other remedies at law or In equity. 28. Covenants and COndlttons. All provisions of this Lease lobe observed or performed by Lessee aro both covenants and conditions. Choice f Law. This Lease hall bo the laws of the StBinding ate in which othe Premises are tocatad, Anbinding litigation ubetween the Pthe arties personal ereto concerning his Lease shall initiated and n the county In which the Premises are located. 30. Subordination; Attornment; NoreDisturbance. 30.1 Subordination. This Lease and any Opllon granted hereby shell be subject and subordinate to any ground loose. mortgage. deed of must. or Otrmr hypothecatlon Or security device (collectively, "Security Device"), now or hereafter placed by Lessor upon the real property of which the Promises ere a part. to any and all advances made on the security thereof, and to ail renewals, modifications, consolidations, replacements and extensions thereof. Lessee agrees that the Lenders holding any such Security Devoe shall have no duty, IlaWiry or obligation to perform any of Bre obligations of Lessor under this Leaser, but Drat Indio event of Lessor's default wkl respect to any such oWigaUon, Lessee will give any Lender whose name end address have been furnished Lessee In writing for such purpose notice of Lessor's default pursuant to Paragraph 13.5. If any Lender shell elect to have this Lease and/or any Option granted hereby superior to the lien of 4s Security Device and shell give written notice thereof to Lessen, This Loaso and such Options shad be deemed prior to such Seemly Device, notwithatendng (ho relative dales of the documentation or recordation thereof. 302 Attomment. Subject to the non -disturbance provisions of Paragraph 30.3, Lessee agrees to atom to a Lender or any other party who acquires owner- ship of the Premises by reason of a foreclosure of e.Security Device, and that hi the event of such foreclosure, such new owner shall not: (1) be liable or any actor omission of any prior lessor or with respect to events oscura* prior to acquisiton of ownership, (6) be subject to any offsets or defenses which Leasee might have against any priestesses or (Ie) bo bound by prepayment of more than one month's rent. 30.3 Non-Disturtance. Neth respect to Devices entered be subject to receiving assurance (p *ton -disturbance agreement') re nithe Lnto Leender that Lessor fLooseo s poter the ssess onn ol hand this Lease,is tease, encluding any subordination extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attoms to the record owner of the Premises. 30.4 SeleExecuting, The agreements contained In this Paragraph 30 shag be effective without the evewtion on any further documents; provided, however, that upon written request from Lessor or a Leder In connection with a sale, financing or refinancing of Premises, Leeseo and Lessor shall execute such further writings as may be reasonably required to separately document any such subordination or non -subordination, attomment and/or nondisturbance agreement es Is provided for heroin. 31. Attorneys* Fees. 11 any Party or Broker brings an action or proceeding to enforce the tarns hereof or declare rights hereunder, the Prevailing Party (as hero - after defined) In any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' lees. Such fees may bo awarded In the same suit or recovered Ina separate sun, whether or not such action or proceeding is pursued to decision or judgment. The term "Prevailing Parry" shall include, witout line. talion, a Parry or Broker who substantially obtains or defeats the relief sought as the case may be, whether by compromise, settlement, Judgment, or the abandon. ment by the other Parry or Broker of Its claim or defense. The attorneys' lee award shall not be Computed in accordance with any court fee schedule. but shag bo such vice ole tO notices of Default and all Consult ons In cohnedis' fees onktherewith whether shallcurred Lessor beentitled eglaattorneys' tion fa ubseeqquemly oo nndmonncced In connectionnses In withsuch, default or resulting Breach. Broken(.) shall bo Intended third party beno6darie3 of this Paragraph 31. 32. Lassor'a Access; Showing Premises; Repairs. Lessor and Lessors agents shall have the right to enter the Premises at any time, In the case of an emer- gency, and otherwiso at reasonable limos for the purpose of showing the same to prospective purchasers, lenders, or tomes, and making suet) alleratlons, repairs, Improvements or additions to the Promises or to the Building, as Lorsor may reasonably deem necessary. Lessor may et any time place on or about the Promises or Building any ordinary 'For Sale" signs and Lessor may at any time during the last one hundred eighty (180) days of the term hereof pace on or about Me Promises any Whim 'For Lease' signs. Ab such actMAUes of Lessor shag be without abatement of rent 0,1 abillry to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or Involuntarily, any auction upon the Premises without rest having obtained Lessors prior mitten consent Nohvithstandng anything to 8e contrary In this Lease, Lessor shaft nal be obligated to exercise any standard of reasonableness In dolemen ng whether to grant such consent. 34. Signe. Lessee shag not place any sign upon the exterior of the Premises or the Building, except that Lessee may, with Lessor's prior written consent, Install (but not on the roof) such signs as aro reasonably required to advertise Lessee's own business so long as such signs aro In a location designated by Lessor and comply with Applicable Requirements and tho signage criteria established for the inductdal Center by Lessor. The Installation of any sign on the Premises by or for LessLessee herein, Lessorbe ubboct reserves rovIslo s to Parage raph 8t7 (Maintenance. ( a oil no ce.Renolrs, Utility Installations, Trade Ektures and Alterations). Unless otherwise expressly not unroasonaby Interfere with the conduct of Lessee's nosiness; Lessor shall lie end ntitled o all M to lrevenu�frmom such sing cadvonlsing signns on the s including the root which do 35. Termination; Merger. Unless spedlically stated otherwise in wiling by Lessor, the voluntary or other surrender of this Lease by Lessee, rine mutual termina- tion or cancellation hared, ora termination hereof by Lessor for Broach by Lessee, shell au5omallcatty terminate any sublease or lesser estate in the Promises; provided, however, Lessor shall, In the event of any such surender, termination or cancellation, have the option to continue any ono or all of any written! wear/- eanctas- Lessor's failure within ten (10) days following any such event to make a written election to the contrary by written notice to the holder of any such terser interest, steel constitute Lessor's election to have such event constitute the termination of such Interest. 36. Consents. for the other)Excapt for Paragraph 33 hereof (Auctions) or as otherwise provided heroin, wherever in this Lease the consent of a Parry is required to an act by or Was'. atom Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expresso (Including but not inked to archI. tis Loaso o y ongPrenoer Including other consuhenta' tees) Incurred In tho consideration o1. or response to, a request by Lessee for any Lessor consent Pertainingo this ea o Lesser uponreceipt uf bol not end au limited to consents to en assignment a sublettingor the presence 01 use of a Hazardous Substance, shall be p014 by pponing documentation therefor. In addition to the deposit described In Paragraph 122(0), Lessor may. as a eondason to considering any such request by Lessee. require the! Lessen deposit with Lessor en amount of mom (in eddtson to the Secalry Deposit tell under Paragraph 6) reasonably calculated by Lessor to represent the cost Lessor will Incur In canekkeing and respondng to Leasee'e request. Any unused portion of said deposit stall bo refunded to Lessee without Interest. Lessors consent to any act. assignment of this Lease or subletting of the Premises by Lessee shall net consl1ute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shag such ansont be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated In writing by Lessor at the time of such consent. (b) All conditions t0 Lessors consent authorized by this Lease are acknowledged by Lessen as being reasonable. The failure to specify herein any particular condition (0 Lessor's oensent shall rel preclude the Impositions by Lessor at the time of consent of such further or other conditions as are then reason- able with reference to the particular matter for which consent Is being giver.. 37. Guarantor. 37,.1 Form of Guaranty. II there nue to be any Guarantors of this Lease per Paragraph 1.11, the form of rho guaranty 10 be executed by each birch Guarantor shall bo In the torn moat recently published by the American industrial Real Esfelo AsaoctaUort, and each such Guarantor seen have the same Unna es losses under this lease, inert/ding but not limited to the obligation to provide the Tenancy Statement and Inromiatlon required ,n Paragraph 16. MULTI•TENAMT.—GROSS ® American Industrial Real Estate Association 1993 9— Inlllels: 372 Additional Obligations of Guarantor. It shag constitute a Detail d the Lessee tatter lis Lease 11 any suit Guarantor tails or r0Nste. upon reason- aMe inquest by Lessor la give: (a) evidence of the due exocutfon of the guaranty coiled for by this L. . irduang the authority of the Guarantor (and of the party signing on Guarantor's bshall) to obligate such Guarantor on said guaranty, trxi roadster d as beard ddeaers authorizing the malting of such guaranty, worm- er with a certificate of Incumbency slowing the signatures of the persons autheetZed to Signe its behalf, (b) cumin Mendel statements of Guarantor as may from time to tine be requested by Lessor, (c) a Tenancy Statement or (d) writlon oaiamaiat tattle guaranty is sit in o9ect, 38. Quiet Poasesslon. Upon payment by Lessee of the rent tar the Promises and the performance daft of this covernanta. conditions and provisions on Lessee's pat to be observed end perto4med under this Lease, Lessee shall have quiet possession eerie Premises toe the entre teen bereot subject to all of the provisions of this Lease. 39. Options. 39.1 DoflnIUon. As used In this Lease, the word "Option" has the k&rexy rnoar g: (a)the nightie wand the term of this Lease or to nano* this Lease or to extend or :anew any lease that Lessee has on Other property of Lessor, (b) the right of fast refusal so lease the Ploml urs or the 411 o1 first offer to lease the Premises or the right of first refusal to lease other property of Loseor or the eget of 808 ager lo Soave other property of lessor, (c) the right to purchase the Premises, retie right of Met relusat to purchase the Promises, or the right of Tari dJar to pat -chase aro Praniems, or the mote to purchase Omar property of Lessor, or the right of first refusal to purchase other proporty of Lessor; or the fight of fast otter to purchase other property ce lessor. 39.2 Options Personal 10 Original Lessee. Each Option granted to L=oco kis 1110 Leese Is personal to are odg:nal Lessee named in Paragraph 1.1 hereof, and canna 6e voiuntarey or Involuntarily assigned or mxoidsod by any parson or amity came than said attn* Lesson white the original Lassoo is in full and actual possession of the Premises and without the Intention of theroahor aseigrtrg ccm1. 0 . TboOpOosa, N any, torein panted to Lessee are not assignable, either as a part of an assignment of this Lease or separately or apart therefrom, and no Opeon may to aspersed Pam this Leese in any manner, by reservation or otherwise. 39.3 Multiple Options. In the event that Lessee has any multtp)e Opera to ew>nd or ttuew 911a 2038. a tater option cannot bo exercised wless the prior Options to extend or renew this Lease have been validly exercised. 39.4 Effect of Default on Options. a) Lessen shall have no tight to exardso an Optdn, notwiatstaadmg any provision it the grant of Optica to Ono Contrary: 0) during Ina period nom- morJing web the giving of any notice of Default under Paragraph 13.1 and p firming aril the noddeed Dothan is cured, or (1)) during the period of time any mone- tary obligation due Lessor Irom Lessee is unpaid (without regard to whether tutee reared is gran Leasee). cr (3) dump the Urso Lessee is In Braadt of this Lease, or (iv) In the event that Lessor has 0450810 Lessee' throe (3) or more nacres of a Detaut s under Paragraph 13.1 during the fve1e (12) month peel- ed immediately preceding the midge of the Option, whether or not the D.G1o1 are cu. (b) The period of time within which an Option may be exenesed shall +teti a extanded or enlarged by reaacn e1 Lessee's inability to exercise an Option because of the provisions o1 Paragraph 39.4(a) (0) AA rights of Lessen under the provisions of an Option shalt termirele and be et da tarter tome a OifeC. notwithstanding lessee's due and timely moats* of ge Option, if, after such ererbse and during the term of this Leasa (i) Lessee tah'hi to pay:o Lessor a monetary obligation of Lessee tora period of thir- ty (30) days after such obligation becomes due (without any neeeosIy of Leeson a1 giro mew tneroof to Lessee), or (a) Lessor gives to Lessee three (3) or more notices of separate Defaults under Paragraph 13.1 during any twelve (12) montspeciod, whet= or not the Detaults are laved, co (rd) if Lessee commits a Breach of this Lease. 40. Rules and Reputations. Lessee agrees that it will abide by, and keep and obektve ae reasonable miss and regulations ("Rubs and Regulations" which Lessor may make from time to time tor the management, safety, care. and clearances e1 rho grcunds, the pedang and unloading of vehicles and the preservation of good order, as well as for the convenience of other Occupants or tenants o! the B+dking undone lndusbia8Ca.tar and their Invitees. 41. Securly Measures. Lessee hereby acknowledges that the ramal payable to Les= berevrada dean rat Include the cast of guard service en Other warty measures, and that Lessor shall have no obligation whatsoever 10 provide sane. leasee assumes all response:ai y for the protection of the Premises, Lessee, its agents and Invitees and their propeny from the ads of third parties. 42 Reservations. Lessor reserves the right, from Uma to time, to grant, without its cocoon or joinder of Lessee. such sasemenw, rights of way, utility raceways, end dececasans that Lessor dawns necessary. and to muse rho recondaton vl parcel amps and re5tra3Or6, so long as such easements. rights of way, *it/ race- ways, dedications, maps and restrictions do not reasonably interfere with the hued aha Premises by Lessor. Lassoo agrees to sign any documents reasonably requested by Lea30110 effectuate any such easement rights, dedication, map or restrictions 43. Petormance Under Protest. II at any lime a dispute than ansa as to any amount crawl d money to be paid by one Party to the oiler under the provisions frer0ol, the Party against whom rho al/ gegen to pay the money Is =rated shoe hareem right to tate payment -under protest' and such payment shall not De regarded as a voluntary payment and there shall Survive the right on Me pari e'1 raid Party 10 institute suit fur recovery of such sum. It h shall bo adjudged that wren was no legal obligation on the pan of said Party to pay Such sum or arty pan thereof, said Party shall bo orail ed to recover such sum or so much %haraof as It was not legally required to pay under the provisions of this tease. 44. Authority. 11 either Party hereto Is a corporation, trust, or general or fonthcd pennsrstiv, ee3t lydnirdud exeartrng this Lease on behalf of such entity repre- sents and enure= that he or she is duly authorized to execute and deriver Oils Lease co its behu3, t1 lessee Is a =mermen, test Or partnership. Lessee shall, within thirty (30) days atter request by Lessor, deliver to lessor evidence sans-Motay s0 tensor d such authority. 46. Conflict Any contact between the printed provisions Of this Lease and the 'ypeernitenor hsateolt an previsions siva be controlled by the typewritten or hand- written provisions. 46. Otter. Preparation of this Lease by either Leaser er Lessen or tease's agant Or Lessee's pmt and aebni on of same to Lessee or Lessor shall not be deemed an offer to tease. This Lease is not intended to be binceng until executed and derverod by all Pales he1oe. 47. Amendments. This Lease may. bo modeled only In writing. signed by tete paries in iaroest a0. are time Of the mo6fication. The Partes shall amend this I naso from time to tine to reflect any atlpratments that aro made to the Base Bern or other net payable under this Lease. As long as they re not materially change Less.O'S obligations hereunder, Lessen agrees to make such reasonably narrnaata y moddicatioe a se tits Lime as mfr Do reasonably required by an Institutional insurance company or pension plan Lender in connection with the o)teinih9 of romalinantip orretirmedng of the property d which the Premises ere a pot 46. Multiple Fettles. Except ea Othenwlse expressly provided hamar, a more Omer one paste or antsy is named Nein as etmw Lessor ur Leasee, the obligations of such multiple parties shall Do Mo joint and several responsibility of as perscess is entities mood herein as such Lessor or Leasee. MULTI-TENANTGROSS American Industrial Rea; Estate Asscciat on 1993 —1 0— ltOats: A� Jv LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED. THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WTTH RESPECT TO THE PREMISES. IF THIS LEASE HAS BEEN FatEO IN, R HAS BEEN PREPARED FOR YOUR ATTORNEYS REVIEW AND APPROVAL FURTHER. EXPERTS SHOULD 8E CON- SULTED TO EVALUATE THE CONDR1ON OF THE PROPERTY FOR THE POSSIBLE PRESENCE OF ASBESTOS, UNDERGROUND STORAGE TANKS OR HAZ- ARDOUS SUBSTANCES. NO REPRESENTATION OR RECOAIMENOATION IS MADE 8Y THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS OR THEIR CONTRACTORS, AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY. LEGAL EFFECT, OR TAX CONSE- QUENCES OF THIS LEASE 011 THE TRANSACTION TO WHICH R RELATES: THE PARTIES SHAI1 RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL ANO TAX CONSEQUENCES OF THIS LEASE IF THE SUBJECT PROPERTY IS IN A STATE OTHER THAN CAUFORNIA, AN ATTORNEY FRQA THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE CONSULTED. The parties hereto have executed tis tease at the pace and on the dares specified above theirrespec5w signatures. Executed at: Executed al: °n' on: By LESSOR: By LESSEE: NamePdncd Tde: Name Panted: / ` tiWI L. G.,� TMo: E BY: Name Printed: Name Printed: Tree: Tide: Address: Address: 8' Telephone: ( ) Tefepthone: ( ) Faalmte: ( ) Facsimile: ( 1 15 BROKER: BROKER: Executed at: Executed air on: on: 8 5, BY: By: Name Printed: Name Printed: 9$ Tice: 7100 Address: Address: W 2 Telephone: ( ) Facsimile: ( .1 c Eo InlUala: �� V (p - Telephone: p Telephone: ( ) Facskrale: ( ) NOTE: These foams are often modified to meet changing requirements of law and needs of the Industry. Always wile orcall to make sure you are airing the most anent form: AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, 345 So Figueroa EL, M.1, Los Angeles. CA90071.(213)07.8777. MULTI-TENANT—GROSS 0 American Industrial Real Estate Association 1993 —11— FORM OF TENANT ESTOPPEL CERTIFICATE , 2012 City of Temecula 41000 Main Street Post Office Box 1033 Temecula, California 92589-1033 Attention: Greg Butler, City Engineer/Director of Public Works Re: Standard Industrial/Commercial Multi -Tenant Lease—Gross (American Industrial Real Estate Association) for the Premises located at 27498 Enterprise Circle West, City of Temecula, California To the City of Temecula, a municipal corporation: The undersigned Tenant, Ruben Valloza, dba Audio Evolution, understands that the City of Temecula or its assigns intend to acquire the real property located at 27498 Enterprise Circle West, City of Temecula, California and identified as Riverside County Tax Assessor's Parcel Number 921-480-020 (the "Property") from Landlord. The undersigned Tenant does hereby certify to the City of Temecula as follows: A. The Lease between the Landlord and Tenant for the Premises described on Schedule A attached hereto consists only of the documents identified on items 1 and 2 of Schedule A ("Schedule A"). B. The Lease is in full force and effect and has not been modified, supplemented, or amended except as indicated on item 2 of Schedule A. C. There is no unresolved dispute between Landlord and Tenant and, based upon the actual knowledge of Tenant, Landlord is not in default under the Lease. D. Tenant does not claim any offsets or credits against rents payable under the Lease. E. Unless disclosed on item 4 of Schedule A, Tenant has not paid a security or other deposit with respect to the Lease. F. Tenant has fully paid rent for the month of , 2012. The current monthly rent is $ per month due on the 1st of each month G. Tenant has not paid any monthly rentals in advance. H. The term of the Lease will terminate on the date indicated on item 5 of Schedule A. F-5 11086-0166\1407814v2.doc I. Except as shown on item 6 of Schedule A, Tenant has no right of first refusal or option to purchase the Property or any part thereof, to lease space in addition to the Premises demised under the Lease, or to extend the term of the Lease. J. Tenant has not sublet the Premises, or any part thereof. K. Tenant is the only party in possession of the Premises. The undersigned Tenant acknowledges and agrees that the City of Temecula, a municipal corporation will be relying on this certificate m connection with its acquisition of the Property. The matters set forth above are true and correct as of the date of this certificate. Tenant: Ruben Valloza, dba Audio Evolution Dated: By: F-6 11086-0166\1407814v2.doc SCHEDULE A to Form of Tenant Estoppel Certificate (Ruben Valloza, dba Audio Evolution) 1. Lease: Tenant (DID) or (DID NOT) execute the Lease. Landlord (DID) or (DID NOT) execute the Lease. 2. The Lease consists of only the following documents, true and correct copies of which are attached as Exhibit "1" hereto: a. Standard Industrial/Commercial Multi -Tenant Lease—Gross (American Industrial Rear Estate Association) dated November 1, 1996 between Donald W. Coop, dba Coop Properties and Ruben Valloza, dba Audio Evolution b. Parties and Premises Demised Under Lease: Landlord: Donald W. Coop, dba Coop Properties Tenant: Ruben Valloza, dba Audio Evolution Premises: 27498 Enterprise Circle West #3 & #4, Temecula, California c. Modifications and/or Amendments Date: Terms of Amendment or Modification: 3. Rent a. Original Rent: Tenant commenced paying the original $1,300.00.00 per month on November 1, 1996. b. c. Current monthly rent: $ Annual rental increase: 4. Security Deposit: $600.00 per month. If Tenant made a security deposit to Landlord, has Landlord returned to Tenant the security deposit, or any portion of the security deposit? If yes to the above, how much of the security deposit did Landlord return to Tenant? 5. Term of Lease: Commencement Date: November 1, 1996 Termination Date: Upon 30 (thirty) days written notice F-7 11086-0166\14078 I 4v2.doc 6. Right of First Refusal or Option: a. To Lease (describe): None. The Landlord and Tenant have not entered into any written agreements regarding an option to lease the Premises. b. To Purchase (describe): None. The Landlord and Tenant have not entered into any written agreements regarding an option to Purchase the Premises. c. To extend original term (describe): None. The Landlord and Tenant have not entered into any written agreements to extend the original month-to-month term of the Lease. 7. Leasehold Improvements: There are no written agreements between Tenant and Landlord that would require Landlord to compensate Tenant at the termination of the Lease for any leasehold improvements made to the Property by Tenant. F-8 11086-0166\1407814v2.doc STANDARD INDUSTRIAUCOMMERCIAL MULTI -TENANT LEASE -GROSS AMERICAN INDUSTRIAL. REAL ESTATE ASSOCIATION 1. Baato Reddens (-,leak Provldons"). 1.1 Pardee: Thee Lease rmud for reference purposes only, ! -+C )VN /7)Lp, C' I. 19 c'i to is ma0e br andbetween C`.cl�P /"/(G/'GR7/ CS f4 and ftrl(- War lic,,al, 7%c?n . /-trrrci(r: l Lb/Lr f i4ni (oollecavely the 'Pardee,' or indtvidualy e 'Party"), 12(a) Promisees That certain porton of me 8u 14ng, tnoluong all i^ /Arent* therein or la be prvvusd by Lessor un0* the tears of dib Lease. oommwrxy by the sober egress d %_ 7//9R FJV i/'f,'/Rl Se+ (.,tachy C 3<' 6/ loaded In Me Gard '%G%tf6/r_!//R County of /I; Ver s r cis.. stale o1 f A Li C - vim ep/..ae Pa ..54io as mined on Ern* _ attached hereto ("Premises"). T e -851141ip9 is that certain boding containig the Premises and Qeneradydesofiped as (describe diody the nacre d tie Briktng>.- 11 /111441i - /?K,14sd srro - [m4.Car a ,._/ .`:'-i/-1%cc1:ev, . Cr In aW9on le Leasee'* Ogres to use and mem the Pren110eea as nereineher specified. Lessee shad have alert-exdtoM rights to eve Cearrpn Argo (as earned n Paragraph 2.7 below) as needne* *Pedfdd. but snail not have any fights to the roof. mortar wale a Wily raceways of the Budding a b arty oder bt.linge in the Industrial Center. The Premises. the Budding, the Common Areas, the and upon Inial they are located. eking *eh ad other bdidng* and improvements thereon, are neren ooaodrvel rQlemed to as the "Industrial Center." (Also see Paragraph 2.) 12(o) Parking: '7 unreserved vehicle parting spacer ("Unrealised reserved vehicle parking spaces (-Rea.rved Psrldng Spaces). (Also see Para Perking 8psd�'' ard <-4- reserved /7� t h graph 2.9.) / c� 1.3 Term. •�,u�/7f%1y y.•7 rh►dntre(-(xglnatTarmloommehorin )VCL'ti'rn/ rr r l 17cl�n ("Commencement OW) and ending('EepkrUdon lath"). (Also see Parseraptr 3) .4 6 1t7y Poean: atebAr A ("Early Po$. ealim Oath'). (Also see'P aragrapM 3 2 and 39.) 1.5 Base Rent: $ /.....-4-... r'.n per month (Brio Rem"). pay is on me / './ day of each month con menon9 NO V. S t 99r. (Ado see Paragraph 4.) ( I e this box is checked. this Lease provides for the Base Rent to be adjusted per Addendum attached hereto. • 1.6(a) Base Rent Pse Upon Execution: S as Base Rent for the MOW 1.6(5) Lessee's Share of Common Area operating Espen.• percent ( %) ("teseee'a Camel as determined by ( I prorate square footage of the Premises as compared to ere total square tooage of the &ikfrg or ( lather often. as described in Addendum 1.7 Security Deposit: sis2Ln C. ("Bao irlty Osposmr). (Ngo see Paagreph 5.) 18 Permitted Use: J%//c:n s s'j✓P_A/ l!` - lzi/,!. S E. \1C,--1))// 4. / ('Permltsd Use') (Also sea Paragraph 6.) 1.9 Insuring Party. Lessor is Me "Ineurldg Party," (Also see Paragraph 6.) 1.t0(a) Roel Eatete Brokers. The following real sante brokor(6) (Connevey, pie •8oOkars") and brokerage relationships sadat in this transaction and are consem00 to by the Partes ( apprroatle boxes): ( I tAR represents lessor exwgvey CLaror'e erode"): I 1 N\ n - repose* Lessee e xtisny (-Low e% Broker); air I 1 ' J represents both Lesmr and Lessee Dard 1.10(0) Perron* to Brokers. Upon the execution of this Lease by born Pares. Lessor shad pay b saki' o (Arlo ase Par1A t 5.) may mutually designate n vetting. a fat as set forth in a Btokls) (1 pm* air in :trot r segarde sista as um separate written Women! betvean Leesrx ant said Bnowr(s) (a n Moment phare b ro seperase hrxtttern agreement between Lessor and said &oker(s). the sum of 5 ) for brokerage samosa iwnderot ply sap Brokm(s) eh axneakn widh this transaction.1.11 Guarantor. The obligations of the Lessee under eve Lease are to be guaranteed by LI iic•.rl Vol ./ In 7A > ("Guarantor"). (Also see Paragraph 37.) 1.12 Addenda end Exhibits. Attached noted is an Addendum or Addenda consisting or Paragraphs CS thrown Cr) and Exhahs ' through e"' , all of whim Constitute o port of tit Losse. 2. Premien, Parting and Common Areas 2-1 1416118. Lessor n000y teases to Lessee. and Lessee hereby bases from Lasser. the Premise. for the torn. at the reed. and COvenanfs and conn:Snors sot forth in tits LOON. UNoSs otherwise provided norpn, any etaermet d Wont a/ d the Item used In calculating rennet and/or Common Area Operating swore and Le set forth ih Ude Least. or den may tent l been Lessee's Share (as defined to Paragraph 1. ^fl n a nn . is ct approximation a whether wean of Loma and L re wee b rma re ce le and the rental and 6(D)) basad thereon is riot suOjea aro revtsbn heihethar or not the actual sgtnare footage b more a fou. 22 Cohdnea Lessor snarl deliver the Premises to Lessee dean and treed debuts on the Comme0c men1 sae and warrants P Lessee that the ening plumbing, 010Cbdah systems, fire sprinkler system, tenting, air conditioning and nesting systems and Poing doors. 4 any, in Pre con- structed by Lest,. shall be in good oporaong Condlon on the Commencemam Date. d a nenoorr90ince with said fists as of other than trice too- Date. Lessor shalt except as otherwise protided in this Least, promptly atter receipt d *nen nodes hem Lessee setlkgkrthe wefspecificity fand extent of such rain-compoonco, ready same al Lessor's expanse. Il Lessee does not give Leeaot weeen notice of a non- ompae ce with tit warranty ellen thirty (30) rays ahoy the Commencement Oslo, com0Cd0n o1 that non• omprwrce stall be the obligation el Lassa at Lessee's sole COW and expose. 2.3 Compliance with Covenants, Restriction* and Sinding Code. Lessor warrants that any improvements (aper than toes cone/acted by Lssseo or at LeSSee's direction) on or In the Premises which nave boon consoucted or insmaod by lessor or thith Lessor's Consent or at Lassoes drecton shad compy wttt alt appGcabb ethere ma or reio,Auns of mord and appricebie bedding coded. Meld** and =Mimes 10 eta on the Conananoome7 Dtde. t.eaaor 17.01. warrants P Lessee that Lerma nos no krromedge of any dafm haring been made by any government* agency ted a Ibhabn or violations of espdeaAe boning codes, rsguta0ods, or oroinancea exist MT roped P the Promisee as of the Commeram ant Das. Said warranties sial not appy t0 any Aneredons or Unity irsnclad installations (0 ,100 4, Paragraph 7.3(o)) made or k be mad, by Lessee. it the Premises do nd comply with said warmness Lessor shwa. except a* otorwoe provde4 the Leas and molly ( 3171 receipt .p 0f written memo b i given i ; c (6) menthe Wowing The Commencement Des and amen; forth with ance. Lessor makes n o warranty that the Pwmmlod Use in Paragraph 1.817 penemod lot Premises uuro reasonable.I.Or 0(00 defined & e b ParagraphtPrthe 2.4•mrrpi. 2.4 Accepteoe d Promisee. Lessee notary adrnowl Apprieabq Laws itself f weed In edtothe24). the Premises (including but not llmded to the Poetical and tiro sande: systems, n has been aevron by the 8000,$) fb seismic an Ioi withqua rsepei P died. and co d pliance wah the Anion :dm wrth Disabented Ars and applicable :onnP« runic pas, county, 1 , nar and ard reggcak. *sand any arta com- pliance of record (ce3ectivey, 'Applicable Lairs') and the present and Nmun�vrog� synod and renises taws, arono's Added ro 4.: () and ay 00 has s or such utvesttgaaon as a deems necessary reference dnce k such matters. is satiated referencerah ylthereto, acrid assume respord:ti y them as rho sant rarato k Lesson's of rePtese^Wportd or warranties with rp the Premises to said manors oferms ther df this t an as setLease: orh nand (N'i Leatea se. 2S her Lessor. nor any d loeadr's agora, has made any oral a wanton 2S Lasses ea Prior OwneapeeupahL The waranlns made by Lassa n rib Paragraph forth nn Paragraph 1.1 Lessee was the owns a occupant d t e Promises. In such 2 steal to d e torte a area 4 spina% c did n the data ss. f:4an oo d the Promisee with sad warrantee. event. Lessee a1hr1. m leasee'* sob cast and dupahew coral any oarium• (0 American lndusbtad Read Estate Association 1993 MUM -MANE - GROSS fn.rtc f� �_- cr :_ r'/ AUDIO EVOLUTION EXHIBIT "1" TO AUDIO EVOLUTION TENANT ESTOPPEL t :1. HTT R1'T 6Tr 2.8 vehba Parking. Leasee snu4 be entitled es use the number c4 lanaeerved Padang Spaces and resonneid Psalm Spoon *paled in Peagraph 12(6) on thos. wawa of the Common Maas designated NOM Oro b ince by Lessor lot parking, tare dura rat tee rima porting macre then said IVTOer. Said pekng specie 1619 60 0900 10r perking by vehicles n0 Larger then mime pmerpr aartaratel ms a piaap brig Nemo Catod -seemed Sere voil aea' yahoos °too Man Pertnm0d size wales shall be ported and bated or unloaded to directed by Lamar In to files arm! Regusapw (s dolred n Paragraph 40) issued by Lessor. (Also see Paragraph 2.9.) contractors or Invitees b m ba) Inset shoe ded�IMbed/dor parked lin areas oft ColimaIna to or a ramie bey isms tor such xs.aaaor Urines m syphon.iployerk � a (b) H Lessee pampa or *bows any of the pronfiiled aeeviee0 dawbed in tee Panama za then Lamer stye haw Br right. .aW mice. it *t* t00 to such ode rights and remedies that A may nave, to remave Or roar sway the vehOa iwdred and drape Moot to trine abut ribs alma be i*erwaresay peyaOe upon dernard by Lessor. (0) Lased shall at the Commencement Oat, of Ons Lane, ORM* 0* pantry was required by Apprdle L: 2.7 Cerumen A,Ntl—OMnftlon. Tho Wm 'Common Mme is cleared as all ewe an tads aide le Premiss all mils 8* raider t»u>d•y Ino of the Industrial Center end (mend utility raceways within the Premises Oars ars provided arra deyred by es Lessor tom erne b time for h general non- adu3111 use of Lessor. Lessee and other lessees Of IPS Industrial Ceras and than neepealve empbywa modem shipper% a..aornw,. contractors and on - teat, Ind4Qfng pease; areas, loading end unloading areas. lash areas rnmd.rys, aidewswx a+emeys. petfo.aya, *itemises and beet ped arms. 20 Common Aree.e-dee ee'e Right. Lessor hereby grave b Lessee. tot Ow Whoa of hare10 and In employees suplrx. *copper:. Oontasors analbo t and Invade, dung Me dorm Ot thls 10300, the non-exclutre nett b tee. n cannon with ethers armed to such nae. tie Canova Amus as for rad Idem bmo to ems, subject to any ngr1s pourers. and privileges reserved by Loam Lade Os arms hired es hods the terms or any nate and repaabun or resaickons governing One use of the industrial Center. Udder no amamlraoas shad tie right heron granted b use to Common hews be deemed to include the Agit to score any property, temporarily or pnnanemy, in the Common Moes. Any such *sage stied d pamrsd COI by h Once reran meet of I as or Lessor's designated agent, which consent may be 'emceed d any limo. in the Mat that any utafo*a1 Jorage'3id rear earn LacOor Mal ham the riptt webs* n0600. in Odeon to such other rights and reme4ea that A mry New, to remove h property and Jorge the cast b Lessee. Midi oat earl be eMted- atey payable upon demand by Lessor. 2.9 Common Arses—Rules end Regulations. Lessor or such Darr per,on(s) as 1.bclsa orsy appall sed have Me eectnve meat all management 01 the Corturon Meas and shall have the right. Rom time to erne. to sotseish, may, amend and enema remoble files sad Regttfors with reaps* tense 300ard3roe hath Paragraph 40. 103100 nglaeI 10 abide by and conform b ad such Rues and RegulaietS and o m as ampbyes, anglers. ??J Drs. 0.0- 1010001,1011534001 and Invitees to so abide and oonferm. Lessor shall nil be responsible to Lessee ter the noncompliance real sad rules end regtarmaw y Winer lessees of the Industrial Cerner. 2.10 Common Asses--Ceanges. Lessor shall have the nigh it Laseor a so` Qnvaaan, tam inn b 60* (a) To make Changes a) 90 Common Areas. eldude:as mama 1066 or. charges it tie Inial 014*. shape are number or chive a iys. erlr+nOt, pAang spac0s. wog areas. Locoing all unloadlrhg area. 091033. ogreaa. Ilmraon at V. lest Nom adage are day Iada.errs: (b) To dose ternporany any of Me Common Mees for Mailmen , rhapaewe m big as rampft neaees b tie Ranees rattsirs arale ar; (e) To designate other land outside the boundaries of the industrial Cans to b. a pat d the Osman Arse (d) To add additional buildings arra improvements to the Connor Maas; (e) To use the Common Meas while engaged In making addinn'al irpmeemels. mews a abwrve bar Marl Cass. re all porton tend: (I) To do and perform such other acts and make such other chirp e n b re' wall mewl b h Common Arae aid Mamie Caen ac (rsav net', in the exercise 01 sound business judgment, deem to be appropriate. A Term. 3.1 Term. The Commencement Date, Expiration Cate and Original Tern of k Lau art as spored b Paragraph 11 3.2 Early Posseselon. n an Early Possession Dat. is specified in Paragraph 1.4 arra Wally lessee y partalay ceases tie urrm der lea Elea Possession Dale MA prior to me Commencement Dale. Me obligation to lay Base Ret that be aimed forte paned at such may °car ing. AI Derr tomo at Me Lease. however. Oro:Riding g bun not limited t0 the 08egaeon8 to pay 1050..'1 Stas or Common Arae OPraing Expenses and to tiny de osuru no rOpurod by Paragraph 8) Shan ben enact during 80th period. Any such early p0smsion alai not *sad nor advance to Expiration Ode d the °woe Tenn 3.3 Delay In Possession. II IP any 405100 Lassa cannot dealer possession or h Pnamisws b lasses by h Carty Possession Daae. a one b exceed Paragraph 1.4. or H n0 Ealy Possession Oats is spooned, by the Connrnomrrt 00e% Lessor shat not be seams to any seedy tvrdor. nor stud son raltue anal m0 validly of 10510350.Or 010 Mitigations Ot Lessee her.urdr. Cr .)rand the arra head, but in suds ca. Lessee shad mel stomp( ars 00sawiso provided heroin. be °bloated b pay rent 0r perform any *Moe obligation of Lessee under ea ems d tit Lease rat Lessor rashers possession d the Pramicses b LOWS. ) p 35013non of Me Premises is not dotivorod to Lassoo Wean dory (60) drys afar h (bmrenornwt Daae, lessee nary. at Zs opion. by notice n styl- ing to Less* within ton (10) days akar Me ere of said sixty (60) qty period asset this Lome. in welch Met h pains sari be Cloalanatid tan ore dmsateome nereund.r: pr0v*00 hrhe', however. that d such wrinon notice 0A Lessee Is not recess l by Lasser .fes sdrl len (10) day period. Lassie's ntyt to cancel in Lease hereunder shall lermusale end bo of no further force or ono*. Except as may be oMwm pasted. and regardless of tem the Original Tam ar*aty am rtenoe5, H (*0300sgn is mol tendered b Lesaeo wh0n recurred by this Leas and lessee does not laminae Itis laeam. as alerts hid. ane pined toe 01 the Ohag- a0on to pay Baso Rent, it any. that Lessee would otherwise have enjoyed shall no ton the dee d deavey d ptatsersdm art ovines tor a perbd amus b period during vouch Me Lessee would nava 011117N450 onpoyod under the arms herost but naan ay days d delay caused by h ads, changes or ommi®ra d Lessee. 4. Rent 4. t e.ss Rim. Lessee shall pay Base Rent and other rentor dopes. as to sand mar be acjaned taint 006 to erne, b Lassa in Maul money d the United Slates. without Offset or deduction. on or before the day on Mich A is due udder Me terries d ails Lease. B. fart all all other rent and Cfa'rgo$ for or/ period during Me tern hereof which is for lea Man one lull month dud be prorated based spore err mod mbar attars at h month inalvod. Panned or Bass hent and other charges shhe11 es made to lesser at its aedr.s9 Clamed horses orb such de perms or at ouch oars aeteoses as hand new tem inn to Irl designate in worming t0 Lessee. 4.2 Common Ana Operating Expenses. Lessee shall pay b L»svx dung the tem Iced. n araShrei to h Bale Bert Lemma Same (aa: spaded it Paragraph I.6(b)) of all Common Area Operaerg Expenses, as hhereiidar du4eid. &aim wait calendar year at h tern rat tit Leask et amahev:e win h 101- laming Fbwrng provisions: (a) 'Common An. Operating Expenses" are defined, nor purposes at tris Laeee. n. as thea, .351700 by L. nlatg b h meted* rte we- ation of the industrial Caner, 10dtding, but not limned to. the Mewing: (i) The operation. repair and maintenance, In nest, dean, goad order and metol d h oeneiaS (aa) The Common Areas induang parking areas, losing and ui►muses, masemree *rg t r, s. edemas, ...serer.. portrays, *;.ho- ways. landscaped areas. striping. bumpers irrigation systems. Cowman Area Wang bons. dos ad glees, aewaters are rod (bb) Extercr signs and any tenant directories. (c0) Ede detection and sprinkler systems. (e) The cost of water, gas, electricity and Stephen° b Serial h Common Nem. (iii) Trash disposal. property management and se*rily services all 0* =tab any ewiamemst inspections (N) Reserves sit aside for maintenance and :Mar of Common Mea. (v) Any mOssase above Me Base Rea) Property Taxes (as date! is Paas atlh t02(d) tor the Buildup arra h Camorl Arts. (vd) My *insurance Cost In*ease (as defined In Paragraph 8.1). (Si) The costa insurance carried by Lessor earl respect 10 the Carman Areas. (viii) Any deduced° porton 0f an Insured *u concerting g the Wick a tri. Common Area (a) Ary mbar services to be provld.0 by Lessor that are dread elmehers in tis Law to be a (,ewer. Mme Open ig Eapaira (Commono Operating ancl Roar �yTams tat are .g rt Industrial Center o b h�ran, repair and maintenance thereof, sMbe atbcaeed enter* es B ldna or suit a#+gtimenr, Cudno Mea Operating Expenses and Roal Property Taxes Mat are not specifically amt o:tee as err Buldrg or b ma over Making a b the opuar00. roper ave man °mance thereof, shall 90 equltaoy arloCated by Lessor to ad buildings in the Industrial Cosec (c) The inclusion or the improvements. tacliies and services set forth is Sttpaagraph 4-2(a) Mat rot be dermad b 4'6 an mtfgaml woe Lessor to either have said improvements or ladrrtss or to provide Chose somas unless the theosered Center atsdy has the ram°. Lased *early provides Me services. or 1093016as agreed elsewhere in this Lease to Verde the same or some of Men (d) Lessee's Share Or Common Area Operating Expenses nkat bmf Myabb by Lamm .fn an (10) days aAa a reasonably derailed statement ora actual expenses is presented to Lessor by Lessor At Lessors option, hmraver, an aarmrt may b. °sanded y Lessor tan m to tem d Lassies Share or annual Cornman Area Ocieratsng Expenses and the same Shap be payatie =any or comely. as Lessor viva Marinas dung 0344 12-rhahth mot of she Lease trim. on the same day as the Base Rent is due hereunder. LLssgr sisal defray to Lessee ulw suint' (60) dayt ase fr mprim d 0344 lobrolaf yea a reasonably detailed statement stowing 1osse,'9 Shah) 01 M0 actual Common Area Operating Expanses marred ung err precedeg year. t Lessee's payrolls under this P31agrapf4 42(d) Wong sad preeemfing year exceed lessee's Sham as isdlamid on said staeernert Lamar std be =deed bee sure d ssuyi o. f ,r/]ra ; and MOM MULTi-TENANT-3ROSS *American Industrial Real Estate Ass0datwn 1993 --2— Payment against Lessee's Share of Common Area Operant) Expenses next becoming due. r Lessee's payments under this Paragraph 4.2(d) thong said precaa ire yew were less than Lessee's Shea ae ind1ated On said statement. lessee Shall pay to Lassa to amount 0) the del eiency wehm len (10) days alta delivery Cr/ Lessor los Lessee of said statement. under 5. Smithy °epos& Lessee shad deposit Mitis Lessor upon Lessee's execution hereof the Security Noose set tents In Paragraph 1.7 ss weeny kr Lassoes performance of Lessee's obligation* under this Lease. a Lessee Zags to pay Base Rom a other rent a charges due hereunder. a Memo* 0e4a,as 5110 Luso (06 donned in Paragraph 13.1), Lessor may use. appy or retain all or any porton of said Security Depose s0r the payment of any amount due Leese a fe re,a,tws0 at 00mpense'e Leeson fa any .IasW(y, wet. expense, bee a 0amag0 lnhqudnq alksrnaya' fees) WW1 lessor may surfer or U$ by reason awed. if Lessor uses et apples ala any paten of said Soberly 009.4. Lessee shall wenn ton (10) days snot wrmon re:Neat eerefas oepaan menses 0202 Lyra sea. dem a restore said Seeurny °Wean to ole !aa am0111 (Welted by oras lease. My ante the Sass Rem increases dunng to item of ties Lane. Lasses snail. upon women request from Lessor, depose addeonal montes with Lessor as en e0drton to the Security Deposit so that the total mourn of to ^ fes Ceded she at as rimes bear the same proportion to the men OLmem Base Rem as the initial Seamy Deposit bears to me Initial Base Root set forth m Paragraph 1.5. Lassa shat rot be re0uk0d t0 k00o all or any pen of the Security Deposit sesame from as general accounts. Lessor shall. of Pie expiration or easter :0mtinetbn of rte term nem*, and cher Lessee nae vacated the Premises. return t0 Lessee (Or. at Lessons option. to the last assignee. if any, 01 Lessee's veered heroin). that paten of the Security Coped not used a appied by lessor. Unless otherwise expressly agreed In *Ming by Leda. n0 part a the Security Doposl shall b0 considered b be held in must. to bear interest or 05er increment for )Ls use. or b be prepayment for any monies to be pad by loss.. under 3130 tease. a Use. 6.1 Permmed Use. (3) Lode° shall use and *mien the Premises only to the Ponnmso Use set loath )n Paragraph 1.8. or any otter toga) use Wirth 6 reasonably table t:a0:0. an0 for n0 other purpose. 1.330. shall not use or pond the us0 of the Premises M a manner that is unlawful, creme waste a a 02455400,01 adobe owners ander occupants til, ce unset damage ea the Premises or naive:wing promises or 020perees. (b) Lessor hereby agrees to n01 commoner* withhold or delay as Consent to any written request by Leasee. Lessee's assignees or subtenants. and by prospective assignees and su0tonants es Lessee. Its assignees and subtenants, bra modification of said Pleaded Use, so long ad the same *Aa not impar to structural integrity of the improvements on the Premises of in the Building or the m.dhan)al or electrical systems therein, does ret 00210501 with uses by other lessees, is not signfacantly more burdensome to the Premises of the Budding and the improvements thereon, and is otherwise permissible pendant to les Paragraph 6. a Lessor 010013 10 wlMud 51021 consent, Lessor edit within five (5) Wetness days after such request give • *mum nod6ealon of same. which nonce shad indeed an oxp(anaoon of Lessor's ea3anab10 objections to the ehanoe In use. 6.2 Huoadou. Substances. (a) Rectorate' Uses Require Consent. The term "Hazardous Substance" as used in this Lease sell moan any product. Statetance, chemical. mefarfal Or *este whose presence nature, quenety ander intensiy 01 existence, use, martufa3mr0, 01'p05a, t.nsportation. spin. rebase or elect, either by mod Or In o5mbinaeon 02122 other materials O'powed to be on the Premises, is tetter: (3) potentially injurious to the pudlo health, safety or warfare, to environment, or 110P mases; (n) regulated or monitored by any governmental authomy: or (13.) a basis for potential Nobility 01 Lessor b any 50ygmm0115 agency or mind party underany epp0ble statute Or (*moon taw theory. Hazardous Substance shall include. but not b0Ilmded to. hydrocarbons, petroleum. gasoline. aide cit or any amoduds a by-products Ihao01. Lessee shall not engage In any activity in or about the Promisee which oons2artes a Reportable Use las nominator defined) of Ha0artlo03 Substances without th0 express pima written 00risent of Lessor and compliance in a Omey mama (at Lessee's solo cost and moonset) nim all Applicable Requirements (aa donned in Para5rapn 6.3). "Reportable Use" shalt moan (i) the installation a use of any above or below ground storage tank (13) the generation. pis0ession storage. use. transponaton, or disposal of a Hazarded Substance that requires a permit from, of with respell to wroth a report nod00, registration or business pan .s required to be 1100 with, any governmental authority, and (iii) the wound in, en or about ate Promises oI a Hazardous Subsumes with respect to whim any Apprio3ble Laws reguue that a noeco lot Ghon to persons entering or occupying the Promises or noghbonrg properties. Notvothst5rekg the foregoing, Lessee may, without Lessor's prior consent, but upon notice to Lessor aid n compliance wen alt Applicable Requirements, use any ordinary and customary materials reasonably ,equated to be usod Oy Lessee in the name course of the Permitted Use. so tong as edit use is nota Roponablo Use and does rot expose tie. Promises or neighbon09 properties to any meaningful risk of odntamiruden or damage Or expose Lessor to any fiabeliy therefor. In addition. Lessor may (but wenn any obligation to do so) conation its consent to any Reportable Use of any Hazardous Substance by Lessee upon lesson's giving Lessor such additional assurances as Lessor. in its reasenabe discretion, deems necessary to protect need, the public. the Promises and the envuonmem against damage. 1Omtanena2On a injury ander liability thereat irehating but fat lmired 10 the installation (and. at Lessees odd, removal on or before Lease expiration or earrde termination) of reasonably necessary protective m0difcations 10 the Premises (suck as concrete OrtcasemOnte) andier the Gomm of an additional Security Ceded under Paagnrph 5 hereof. (0) Duty to Inform Lessor, 11 Lessee knows, or nes moa3Olhable cause 10 believe, that a Hazardous Substance has come to be roasted (n, on, under or about the Premises or me Ridding, other than as ptoviously consented to by Lessor, Lasses shall immediately give Lessee written notice thereof, together with a copy of any statement, report. notice. segestretien, appiaton, pwmn, business pan, license, claim. action, or proceeding given to, Of faCeive0 from, any govern - menial au0lonty or Ovate party corcernng the presence. spm, release. discharge of. or /upbeats Ie, such Hazardous Substance Induaklg but not limited lo an such documents as may be involved in any Reportable Use invevor+gq the Premises. Lome shall not cause Of permit any Hazardous Substance to be sp0ed or released eh, on, under ar about the Prensses (mclu0 3, wthout emitatb0, through Ow plumbing or sanitary sewer system). (5) Indemnification. Lessee 'malt indemnify, prated. defend and hold Leases, 11, agents, employees, amides and ground lessor. if arry, and the Promises. harmless from and against any and ail0ama9ea, i25111 tles, judgments, costs, claims, ii0na. expenses, penag.e, 1056 el panus and altOmoyS' and con- sultam6' loos a10m9 out of or involving any HazardoeS Substance brought onto the Promises by or lar Lessee or ey anyone under 103x00'' control. Lessee's obligations und0) this Paragraph 6.2(c) snail induc0, an not be limited to, the effects of any 00Manmabon a injury to por0On, property or me environment seated Or suna0a 07 Lessee, and the uost of u v05093tion (includrg consulted' arab attorneys' fees and testing), removal, 10med(aton, restoration also/o1 a0atemens novo!, 0r of any contamination therein involved, and shag sumvlve O0 expiration a owner termination of this Lease, No termination, C nCallad0n or release agree - mere entered into by Lessor and Lessee shall release Lessee from as 000gatwna uncle this Lease with respoet to Hazardous Substances, unless spwnealy so agreed by Lessor in writing at the onto 01 such agreement 6.3 settee's Compliance with Requirement. Lessee shall, at Lessee's sole oast and expense, IoM, eh/gently and an a Ornery manner, COmpy with all 'Applicable Requirements." which temp is used in this Lease t0 mean as laws, noes, reguietens, Onenance5, d0OatNos, covenants, easements and restric20211 01 record, permits, the requirements of any applicable lire insurance underwater or rating bureau, and the recommendations of Lassoes engineers analis consul- tants, rela2rg In any manna to I n0 Premises (including but not limited 10 matron pertaining to (I) industrial hygiene, (7i) environmental conditions on, in. under 02 about the Pror duos, including soil and groundwater cadibons. and (in) the use. 900.raeon. manula)uro. poducbon, tnrallaoom maintenance, removal. vans- 210rtati0n, storage. spat. or release of any Hazardous Substance), now in Wroth 02 wlieh may hereafter Oome Into effect Losaoe shak widen tiro (5) days alter lomatofwfiion ruquoat, provide 1031102 *1211 copies 010110CCUmGme ad Inlonnabon. Ildudkg but not timktd 00 panda, rOgatratlons. manifests, app8- _ pea and certificates. evidencing Lessee's compliance with any Applicable Requirements specified by Losse, and shall lmmodttl y upon receipt no0y Lassa in e11215 (with the copies 40 0) any documents involved) of any threatened or actual claim, notice, dated. warning, complaint a report pertaining to a involving by comply wen any Appk;a3re Requirements. 6.e Inspection; Compliance *11 Law. Lessor. Lessons agents, empbyo.s, contractors and des gages. deeds of bust or ground leases on the Promises ("Lenders") shall have the right to enter the Premisee�ata timeed in the cases,e anti the holders emergency. any Cher wise at reasonabb tures. la trio pspose of ins arty y L inee cors. al an 85050and. other- wird (as defined In Paragraph int the co be of the o employ and fl verdyln0 welded* by Lessee with this Lease and ail oder loth p ngh 3211 and Lessor Shan'o elwtlati n, employ rugae ands ng, m4nte in e. or re oo 83 015 7 H Hazardous SubSS win respect to Lessee's addles, including put not limned ro Lessee's installation, operation, use, Tendering, maim02ance, a removal of any Hazarriow SuDStarnco 0n or :rem the Premises. The coots and ospenses of any such inspections shalt be paid by the party requesting 1131110, unless • Default or Breach of this Lease by lassos or a vfo)atkon of Acpldable Requirements or a contamination, caused or materidy oontnbued to by Lessee, is found to exist a to be imminent a unless the inspection Is requested or 0Mla0d by a gov0mmadal authority as al4 resua of any suds existing or Imminent violation a contamination. OSon. In soon case, 3.09500 shall upon request reimburse Lessor or Lessor's Lander. as the case may bo, (0r the costs and expenses of sue Irtapecyal.. 7. MalnMnncs, Repa r& Utility hsatsltatens. trade Fixture* and Alteration,. 7.1 Lessee's 0013gatsene. (a) Subject t0 the provisions of Paragraphs 2.2 (COndiobn), 2.3 (Compliance with Covenants. Restrictions and 8uifd)ng Code), 7.2 (Lessor's Ob(gaons), 9 (Damage or Destruction). and ti (Condemnation), Lessee Shell, at Lessee's 0010 cost and expense and at ad ernes: keep the Promises and every part thereof in good order. oonditen and repair (entailer or not such portion of the Premlmee toquirng repair, 02 310 moans of r0peira5 ts0 same. aro reasonably really aoc.ssibie to Lesson, and whether a not the need for such repairs odors as a result of Lessee's use, any pia use. the eWrte2ts a the age Of sato por- tion of the Premises), including. without limiting the generality of the fa050)ng. all equipment a taceitles Specifically strung the Promisee. such as l rg, air defaming, vomited:v. ole0trlcal, lighting Iaantoe. Oa)on. Dred a unfired pressure ve5se(e, fire hose connections a rotes Wan. t, tale walls. Intone surfaces of exterior wails. ceilings. kora, window's% doors, pee glass, and skyBahte. Out excluding end Premises. Lessor porch nt to Paragraph 7 2 below. Losses, in keeping to Promises in good ardor. co(dnbn and r a^Y mama which are themaintenance of Leese &Waste's OOhgatiornf WWI Include restaatiors. replacements a renewal! *fen 2)1. Pa miss and a and perform good ena90teme at good order. whereon and state of roper. necessary a keep the Promisee and ea Irttprovement' tiheteorf a a part theme m 115) Lessee shall, at Lessee's sole cost and expense. proems and maintain a contact with copes ro lesser. in 01aslomary form and substance fa and *eh a conyacror 3pociatl11ng and experienced In the nspedon, maintenance and service of the healing, air c0nditadrg and v0rt00s210n system for the Promises. However. Lessor reserves the nett, upon nerds to Lessee. to prows and maintain the detract for the heating, au condition and v Lessor so elects, Lessen Oaf reimburse Lassa, upon demand. for the cost thereat. i^9 ng systems, and If nonce to L (0)e(except Lessee hale to perform Lessee's tib bgatons under this Paragraph 7.1, Lessor may enter upon die Promises atter ten (10) days' poor written P00ce to h ( cept in the case of an emergency, in which case n0 nota- stag bo required), perform such ob1gatbns on Lessee's 30(5012, and phut mA good oroa, cond)don and repair.* 3o0adence Mkt 93r35raph 13.2 below. (Con(Common Areas Cr's OObli Edemas), b8 ) at ihO ?revisions of Paragraphs 2.2 (Condgfon), 2.3 (Compliance with Cavenama. Resbfctbns aro 8uiing Code), z 2 ant to Paragraph a.2, shall koop in , .1 ( n pand 5)' 9 (Damage es Dos2uction) ad 14 (00n elnnatlon)a l.0asoc stbjea f0 reimtxmsema0 ere spriniaer ansa Standpipe aro hose domed in the Common Anna) a o athematic ere r0xtfng,lsning SystemeOOn3d of instate gaming *Y0. *donor 0 root. ndWkg neo alarm aide smoke datoebden MULTI -TENANT --GROSS Ameltcan Industrial Red Estate A$soc(aton 1993 —3— rooms and equipment ere hydrates, parking to, waacweys. portna a. dilearros. artoos f4 armw Pons and user Ams serene the Common Moos art an parts thereat as wall ss provider* to service* for anion Mem is a Cannan Ars Opening Expense ptasea 10 Neenah 4.2. Lerner shy not be obicee0 le paint the exterior et Internet surfaces of exterior was root snag Lessor be obegaard to mehreeat neper ce niece atone above or per gars d to Perna. see. Lessee expeesfy waives the benefit of any statute now or h81oaMr in elect warn woad ateeee clad tames to Vele iter realm a Lames wawa a to Iernenate the Lease because of lessors failure to keep the &RUM ndearY Ceres or Common Mee n good oder, caideion and welt 7 3 Uulltty Inetellat$one, Trade Fixtures, Aharrt 000. (a) OefnNfone; Consent Requlrad. The tern "Unity YmIeYvs"rs used ke itis leads to robs a a are Ines, paw panels, dec0t85 cion noon. seamy, lite protection systems. communications systems. Igfting (bares. Mei*. ventiatg and at mxsa nna oraapm re. punting. and lemma in, on to Pout me Premises. The tens 'Trade Pentons" enact mean Lessee's matinee, rd *paipener which on be armed wstne dray* means damage 10 tta Premises. The term "Alterolle e" 92145 Min ant medi0ealpon 01 the ir'prwerrrre on to Penises eat, are amend by Lerma under the terns of eta Lease, se, oar man they Installations oe Trade Faxtues. 'LeseesAwned Ananias rear Limy /rbcs^ are deinad as A4relws stew Utley Irsla)ladonb made by lessee tat are not yet owned by Lessor pursuant to Paragraph 7.4(a). Lessee salt not mere nor Cine 1a be nada any Mansions or Utility Installations in. on. uMw or about :he Ponta without Lessor's prior moan comet Lentis req. Mimeo meta nor9nA1ara1 Utile invasions to the amour of the Prions (exckddnp me roof) without Lessors consent but upon roam to Las.. a two as eel ire rot Wade nam to outside or she Prenares. do rot near) puncturing, reoca0ng or removing m0 roof of any existing welt, a ch. err Mentein g .ten to le spieler or ere deecen systems and eve aamtae- Me cosi meted du0ng IM term of this Lease as intended aces rot exceed 92.51:00% (b) Consent My Alterations of Way Installations that Lessee shod desire to nate and Mich return to await ata Urea shat be presented zt Lessor in written lam wAh detailed pans. AN consents given by Lessor. Melee by vats of Paragraph 7.J(U a by statake.* spedo consent elan Oe deemed oonCiloned upon: (i) Lateral aogtinng as 4001(table permits neared by govarmeee aircrew (5) to tent r* of copra 01 rill panels together wan a Copy o: the pans and spet]a0a*Ons for 310 A'Iorabon a Ubkly 11050 ora to Lassa prior to mmaasamaa of the work thereon: and Die) the comotarCe by Lessee with ire conditions of said permits Ina prompt and expodhau4 mama. My Aliens or Lally aes:allelor., by Issas Dung ,rhe term a els lease shall be done in a good aro waklnanlike manta. with good and sufficient rn1ewiatt and be in comperes= mei at Applicable Hegrrmnems. Lessee Mal prornpcy upon completion thereof furnish Lessor vin as -bun plans and specifications tenet Lessor mak (bit reboot obitato 5 to do so) Donlan :G comer* o cry requested Alteration or Utility Installaeon mat coats 92.500.00 or nae upa,fh Lessee's ower* Lemur wet a ion and complain cord in an mown equal to one and oohed times (he estimated Cyst of such Alteration a Web Intraeoft (e) UM Protection. Lessee snail pay when due as chine ler Labor w r ands knead a cleoid b have been tanlefrd to or for (.asses e or to use on me Preemie. which alerts am a may be secured by any noch0ries or malerternent serf amine Me Premum a ay Mame Ware n. Lessee small are Loewe not toss than tan (10) days' ro000 pnor to the commencement o1 my work n on, er Mae to Penne.% and laza sloe have tee riga to post notices a ron•rosponsdkty in or on the Premises as provided by )*w. 11 Lessee sed. in good tags. tantd to whey of any such fn. darner dermal. don Lesson shall, at in see expense. defend and protect Mee. Lessor and Oa Prombes Kane the =ire and alai per and sang cry sant seem judgment that may be ron• dead Merton before the enoleament thereof against to Lessors to Premiers. 0 lama Mad noun. leas sled ankh to Uassor a only bond satistalaory to Lassa in an amount equal to one and one•halt ernes the arricent of arch cpeeraked en clan or dared. ihdennityiq Loo or axing ktlty for ere same, as roomed by law lot me 2oh4Ing of the Premises tree from the tea of such fan arcane. In a did ns. tamer nary repute lames to pay Lanmra's manias' Los and Costa an parsspaeng in such action A Lessor shalt donde it b b its bee Interest tido so. 7.4 Denis te. Removal, Surrender, and Reetora4Of. (a) Ownerahlp. Subject to Lessor's right o require Met removal at to cane lasses to townie the owner Maui m hesere ler prwded in Ms Paragraph 7.4. all Alterations and Utility installations made to the Promises by Lames Ad be er peppery of at oared ty lessee, but corhsifned a part oft o Premises. Lessor may, at any erne and at its option, elect nwaing to Loma b be lite owner a y or speed pet of 1M lessee-Comod Maratio s and UIiy In talatons. Unless otherwise irstruned per Subpanagraplt 7.4(5) triol, ai le - 214 A0* ac and OW/ taeatsto . shall. ire the eppranon Or earear termination of this lease, become the property el Lessor and reran upon to Premises and be arrandred win M Panama to Lugano. (b) Removal. Unless otherwre agreed in vetting, Lessor may ream ret sty ora L.1 Alerions or Utley Ins0/eetors to removed by Me expiration or eater termination o1 this Lease, notwithstanding Mea their 1Nlare coq Nae heap carsee ed b by Lessor. Lessor may (aquae she femoral at any bme of all or any pert of any Meradons or Utility Installations made elema ter .eared corset d leen. (c) SurrendeNReetoraeon. lessee shall surrender toe Provisos by to and d to last aye ti Lease term or nay elder temenation date. dears and bee of debris and in good operating order. contrition and state a ropy, adrey war at tenor wcamerl gdrhwy see and bar std not Include any dam- age or detenaation mat wouo have been prevented by goad mainswance pates or by Lasses palatine -it aid es °bagsliwr under as Leese. Except as on- eness agreed or spooled heroin. the Premises, as surrendered. shad hada to Anerafaes ad Obey fatal font TM Megation of Lessee shat memo me repair 01 any damage ooeaaloneo by the ensafta4on. maintenance or wawa of Loess's Trade retire, trsi *.ge, egtrpmenl and Lessee-Ownod uporators and Utility testaament, as wet as the removal of any storage tam Installed by or kr tom" and me nrngpl, ..pteen int or re melfii'aton a are eat mama' or ground water contaminated by LOSAO% ail as may non bo required by Amerada* Recei mires ander god paraae. Lemma's Trade Foment shall ronin the pogory of Lessee and shall ba foment by Lessee subject o M obigalfah to roper and restore Me Premises pa tis Leese. 8. trouranoe; Indemnfy. 8 I Peymem of Premium Increases. (a) As used nomn, the term Mneuranoe Coet Income defied as any increase In the acted act of to entrance app ce** to Mo tk5dng aro rog5rod 10 be tamed by Lasso pursuant o Panegraph3 8.2(b). 8.3(a) and 8.3(b). (Tiaaeeed Yeas), over ad ate 4.0 to live Procreate. as Nannaner oo4no0, calculated on on annualbasia.'Insurance Cost Increase' std include• boa rot be insect to, isc a* was of foe Wide of a mortgage or deed of trust cov- ering the Promisee, inceeasod valuation of no Promises, m4ar a general pe mere rasa inoses . The arm'lrrerahce Coat nemaer std not. however, Maude any premium increases resulting from inti nature et the occupancy of ay de leimse of me D*k.g. r re penises howl a donor amen( in Paragraph 1.9. stet amount sae bo considered the "Bea Premium: If a dotter anhoun +has no been Maud in 1.9 ant a the Huang has been pewee* 0cctpod dun ing the twelve (12) month paned immetfrattay p000dhn9 the Con mermsement Daa the Toes Ptomim' :ha be to anal premien amicable to such twelve (12) month pond. II Me Budding 1503 not hey Oceupied during such brae (12) trona peel. to 'ease Renin- add be to tweet copal premium remand y *aerobe for mo Required Insurance as OI the Commencement Dade, assuming he ran tartar use peseta of tee Busing. In no avert. however. shall Lessee 0o rosponslbo foe any porton of the premium cost alnbutable to lletiily ins.race csvarans .5 alma d $1,00000 precool under P'regraphh 8 2(b). (b) Lessee shall pay any insurance Cost Increase to Lessor pastas to Peagrapin 42 Plenum be polo, periods Ownnenrig onion b, or interring beyond, the tam a this lease shag be prorated to mintide.2111 t e wneeem aq C.aereowawi Demew Eavraton Dee% 8.2 Uablily insurance. (a) Carried by Lease. Lessee shall obtain and coop it Mas cluing totem of fee tars a C.om monis Ceara labiy policy d insurance (0- .1191905*,. Lessor and any Lanaor(5) whose names have boon presided to lessee is ailing (as adefonr ieueda) 'e darns for bogy injury. paodafr injury and many damage based upon, invoking or ansirg an of the ornestip. tis• outpscy a misbnwce d M Premises aid all awes appsserart Meek/ Such insurance shag bo on an occurrence Avis provianng age ire coverage in as amArt not dins tan $1.O0O.000 per ocanonce with at *Addled* tnsured•Maragers or Lessors of Premises' one:naming and motel Me 'A..sndiwnt of to Paean EarJadan' erdwetenre a to cla epi =MOO b, NO; mole Of fum05 from a hostile ere. The policy snail not contain any intra-ket od co rAowe se Gasser Eared persona or agentaepne, but shy include commas for "ability assumed under this Loose as an 'ensured contract" for de patrma ce a lecaa' khde m ly Ofgyrnhe undo' M Leas The Inas of said insurance lectured by this Lease or as named by Lessee shall not. Investor, illi the caddy re lanes. no mina Ureses of any obegseo n hearden Al insurance 10 be caned by lessee snarl be primary to and not canbnbuory win any Maw Sarno Quad by LOaoor, whose iourev sial a cadoLfed 0x100. insurance oak (b) Carried by Lemon. Lessor shall also maintain Oabity traumas deeeaited ie Paragraph rl2(a) abovy is addlion to and hal in Leu of. the iras,r- ance required to be mentemed by Losses. Lessee stall not be shamed an ori adaabrel unwell twat, 8 3 Properly ineu*Soeddulldtng, Improvements and Rewe Meek (5) Belting and Improvements. Lessor shalt obtain and lamp in law dieing the lam d tie Lear a pole a poitiee in to earns d Lena, with ose payable a Lessor and t0 any Landar(s), insuring against toss or Menage to she Pttss. Suitt Iruuamte stud be dor is raphe amna oast as the same syhy exist from time to time, ane amount required by any tendon(s), Out no rant note than Me mweneei y tsreema,b and mamba neuratle vat° t er0of 4, by reason ot the unique natant or age a Me improvements involved, salt nee smut . ares ten 0a reptacathem coot LaresewOoned Attentions and Utley Inslatatore, Trade Futures and Lessee's persona) Cropary shag W inured b, teaser Gummi o Peaarph 0.4. ■ to COMM, is Algal* anal conshacid, aoprtpdate. Lessor's poky or polities shall insure against a riga or deed physical las or chomp. (wept to pais of read Malay e0 tq,2*a unless mated bye BM 11 of Of inducted In rho Base PreMum), including coverage dor ay aaldlfontl cora remain* ken arse remora rd reee rtes army. a Coverage ex t Of any ordinance or haw regulating the recons, otonh a nopiavnwt a cry uhdenegel ascus ce for eubrg rogaytd to be den meted a removed by reason of the enforcement of 81y Wilding, lea fr toning,safely a we land e err s to ramal d a covered baa. but non neftadrg play gee insurance. Sad pacyr rpe n the seat also contain an agreed valuation provision n n a feany coi elra ace ryas, wino dd stopmiwt, and haulm guard recnoc4bn canthi .25110 Consumers asfer us Polysw Oa:0 coverage amount by a kW of not lees Me eluded d UDepartment t d Labor Consumer Ptfcl Index la N sly nearest 10 MOM the Premises are Inial o Lessor andany Rental Yale. Lessor Mae else 061ain and keep in lace canna a the tem a fie lease a poky a policiesn to norma lessor. vin iris payable Property' Taxes y Lende1(e). to all Common ouring Me IOSS f the a Operate are ole doges algae b, 4f lessees a irX1 e o 10 lessor for one year (tote* as Real g Expenses and any scheduled rental Increases). Said instance way pont. Mal in the wont the Lease is 10rninat94 by reason of an insured Ions. Me papal o1 irda msel to sari coaara9 sad be eodended Mynd to ere ate completion or repairs a replacement 01 the Premises. W Male fet One full year's 1033 of rental rovnraaee from to dile a any soh lass. Sad itsuanbe stern attar es Agreed valuation Prevision rs aeu Of any °ate:ranee clause. end tee amount of coverage sated a ail sled antra*, u malted Ma prareceed rmtl roams, Reel Propory laxos. insurance premium Costa and Other expenses. It any, 03181.30. payable, or tea neat 12•mords period Common Area Operating Exposes Shalt induce any deductible amount In tee event of such loss. (0) Adjeaant Promisee. Lessee shall pay for any increase in the pw*r. ler the property isuace of Me flake. and ler the Canton Maar Cr other taukinga In the Industrial Center d said increase is caused by Lessee's as, an6Awn, wear accpi cy d Ma Prentiss. .fI l MULTI -TENANT -GROSS '9 American Industrial Real Estate Asscaation 1993 (d) Lewes's Improvement*. Since Lessor Is the Insuring Parry, Lessor shat not be required to insure Lessse-0wnw Animations and Merry Insatla6orte unl54s the item in question has become the papery or Lessor under the terns of this Leese, 8.4 La,ees's Property insurance Subject to the requirements of Paragraph 8.5. Lades* at Its cost Map eine by soporale poesy or. at lessors cpbon. by sn0orwernenl o a potty already cathode =rotate 'Meal oe coverage on alt of Lessors personal proper Trade Fixtures and Lessee 0mnd Alterations and Way Inslaltee s m. On, or about the Promises sander re (Overage A Nat Canlod by LOsaOr as the mewing Party under Paragraph 8.3(a). Such insurance shall be that nplecement cost cavemg. well a 000u00d0 not f0 exceed SI .060 per OCCunfe Ce. Tia proceeds from any sun insurance shat be used by Lessee la the repro mens d person a property end the restoration of Trade Founts siva Lessee-PMfed Alterations and Utility Insta0aoo s. Upon request horn Lessor, Lessee Watt prov0s Lessor etth wrt'en evdonce that such insurWUO is in face. 8.5 Insurance Policies. Insurance required nereuder shag be in wmpard a duly licensed to transact cusinees in the state where the Premises are tast- ed, aro manUenIng donne the palmy term a 'Genera) POCcyno4O1 Rating' a at (east B.. V. of auto Otho ran, as may be required by a Lender. as set forth M •h" most currant 'saws of 'Gears insurance Gude.' Lessee shall not deer Pertnh to be done arythuq which shall .nvuidate the insurance ponces (Memo to an the Puagr0dh 8. Lessee shall cause to bo Miner00 b Losses, wnhrt seven (7) days aha the oared of the Early Possession Dale or d40 Commencement Data, ma- ned copies or. or certificates evidencing the oustenCe ad 4m0umi N, the ,nswanco required under Paragraph 8 2(a) and 84. No sun policy snail 0s canada0y or seRscl b we:oak:aeon except shoo thirty 130) days' crier written nose o Lessor. Lessee bud at least tarry (30) days par to the expiration el such p ldos. f✓- nish lessor with evident* of renewals or 'Inswanea binders' evidencing renewal thereo& oe lessor may order su:n mammas and charge the cost thereof to Lessee. Wen amount Shat b0 payable Oy Lessee 10 Lessor upon demand. 8.8 Walther of Subrogation. Without affecting any Other rights or x01100 its, Lessee and Lessor each hereby rebase and rotes" the O0dr. and varve mor Or10 0 tight 10 recover dam%geS (whether in contract or In ort) against the other. !a loss or damage a their property wising Out Of oe incident to the pants regrow to be insured against under Paragraph 8. The effect of such releases and waivers OI the right to recover damages snap not be limned Oy one am0um o Insurance canted or required, or by any deductibles **hoed* thereto. Lessor and Lessee agree to suave thee respec00 insurroce 00mpaNea issuing property damage insurance laird any right to su0rog8ton that such companies may have against Lessor or Leasee. as rho case may be, so long u tlw insurance .t rot Imatraated thereby. 8.1 Indemnity. Except to lessor's negigence an0lor Peach of express warranties. Lessee Mall Indemnity, protect, defend and hob harmless the Premises, Lessor and ns agents, Lessor's master or &curd lessor. partners and Lenders, from and against any and all claims. toss of renin anaor aar53901. casts, tions, judgments, pommies. 0se of permits, a0Onneys' and c8nsuaants' toes. expense ander kaaali000 an0Og out of. Im0Mng, or in connection win, the occupancy or the Premises by Lessee. the Conduct 0f Lessee's business, any act Omission or neglect or Lessee. its agoras,cothemes, contractors, employees or th 05, *rel out of any 001100 or Breach by Lessee in me poronnance in a Cme{y manner et any obfige8on On Lessee's pert t0 be prformed under ends Lease. The *030- 304349543811 Were. but not be limited t0, the Oefen;0 or pursuit of any claim or any eaten or prOCe0Obg Involved Inerei0, and whether or rot (m file case Of claims mad" against Lessor) fidgeted and/or reduced to rytlgment. us case any action or poc0dng be Drought against Lessor by raven a any of the foregoing manors. Lessee such �onse. Lessor notice fromnew not have essor snail first pair! anthe y such claim cid be so inde's expanse ay mnified. reasonably satisfactory to Lessor and Lessor sM1I cooperate win lessee 8.8 Exemption 01 Lessor from Liability. lessor %hail not be liable tor Injury or damage to the person or goods. wares. merchandise or othee property or Lessee, lessee's employees, conha5tOn*, invitees, crlOmefs. or any other person In or about the Prertises, whether such damage oe In(ury Is caused by a roves from lire. seam. 0)0tenU3, gas. water or rale. Or from the Oreatago. (0axag0. obstruction or other detects of pees, are sprinklers. wires. appeancos. pump mo. air oonei4aungq or kgnting fixtures. Or hem any aper cause. mother said injury oe damage result from conditions arising upon the Promises or upon oma portions of the Beading of whlpl the P30rrnses area part Irom other sources or places. and regardless of whether tete CauSe 04 such damage oe injury or the moans or repairing the same is accessible 01 net L00803 Man not be Oallo for any damages analog from any act a neglect of arty otnor lessee M Lowe nor tram :no failure by Lessor to enforce the provisions of any Other lease in the Indu801ar Center. Notwithstanding Lesso(i negligence or breach of this Lease. Lesser smut under no circumstances be liable for Injury t0 L060ee's business cr ter any toss of income or profit therefrom. 9. Damage or O0"trfxrOn. 9.1 Definition. (a) 'Premises Partial Damp*" shall mean damage or destruction o the Premises, otter than Lessee -Owned Alterations and Utlfdy Installations. the repair cost d which carnage or decimation is less than fifty percent (5033:) of the then Replacement Cost (as defined in Paragraph 9.1(0)) of the Premises (exclud- ing Lessee -Owned Alterations and UOoy Initalla0Ons and Trade Fixwes) immediately pew to such damage or destruction. (b) 'Premises Toll Destruction" shall mean damage or destruction *the Prendeo0, other than Lessee -Owned Alterations and Utility lnatata4ons, the repair ant 01 which damage or destruction Is 'thy percent (5094) or mat of IM than Replacement Cost of the Premises (excluding Lessee -Awned Atteralons aria Utility lnstata00ns and Trade Futures) immediately poor to such damage or destruction. In addition. dameg0 o destruction to the Building. otter than Lessee - Owned Alteration and Utility Mstaeadons and Trade fixtures of any lessees of the Building, the post of which damage or destru8On Is Sty percent (50%) or more of the then Replacement Cost (excluding lessee -Owned AIera001s and Lai* Installations and Trade Futures of any lessees 01 the Building) o1 the building shall. at the option M Lessor. be deemed to be Premises Total Oeseuee0n. (0) "Insured Loss" shall mean damage or destruction to the Premises, outer than Lessee -Owned Alterations and lathy installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a) irrespective of any deductible amounts or coverage Nmhs imro4ed. (0) "Replacement Coil" shat mean the cost to repair or :speed the Improvements owned by Lessor at the 0me of the occurrence to Marr condNon existing immediately prior thereto. indudlrq demolition. debris removal and upgrading required by the operation dl applicable building codes, ordinances or laws. and wheel deduction for depreciation, (e) 'Hazardous Substance Condition" shall mean the occurrence or discovery of a con thtion involving the present* of, Or a contamination by, a Hazardous Substance as defined in Paragraph 8.2(0). In, on. Or under the Premises. 9.2 Premise, Partial Oomege--tnsur,d Lose. 11 Premises Partial Damage that Is an (Muted Loss occurs, then Lessor shat. at Lessors expense, repay stun damage (bee not Lessee's Trade Fames or Lessee -Owned alterations and VON tnstaea6ona) as soon as reasonably possrtta and Ods Lease shat continuo in full force and elect In the event. however, 'hat dam Is a shortage of insurance proceeds and such shortage Is due to the lett that, by 1033 rt of the unique nave or the imebvi menta in the Premises, tura repayment cost Insurance coverage was not commercially re830n0de a1d ava(a0le. Lessee shat lune no ebbe. aeon to pay la the shortage in insurance &000000 or t0 UN restore the unique aspects of the Premises unoss Lessee peovitlos Lessor with he funds to cos« sam.0, or adequate assurance Memo), rotten ten (10) days tonowing receipt of carmen not00 OI such shortage and rogtxst therefor. 11 lessor receives said funds or adequate assurance meson warm sac ten (10) day ponce. Lassa shut complete thorn as soon as reasonably possible ard this Lease shat remain et full rore0 and effect. II lessor does not receive, such tunes or assurance within said poral, Lesser may nevertheless elect by written notice to Lessee within ten (10) days (3ereaher to make such restoration and repair as Is eommercia)ty reasonable wan Lessor paying any shortage in proceeds. in which case this lease shat remain in hull force and effect. 11 Lessor toes not means such lied, or assurance Whin such ton (10) day period, and if Lessor does not so elect to Mabee aro repaa, dun this Lease snail (Ormr001. sixty (60) days f09Owing the occurrence of the damage or destruction. Unless otherwise agreed, Lessee sha8 In no event have any tight to reimbursement from Lessor ler any funds oontnbuted by Lossoo to repair any such damage or destruction. Promises Pante( Oami go duo o hood or earth- quake snail bo subject t0 Paragraph 9.3 rather than Paragraph 9.2, nonethstnding that here may be some insurance coverage. but the rel pnoands e1 any such insurance shat b0 made available la the repairs if made by enter Parry. 9.3 Partial Damage—Uninsured Loss. II Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or w'IAu' act of Lessee (an which event Le550e shag make the modes al Lessee's expense and this Lease ants oon0nue in lull tame and effect). Lessor may at Lessor's option, either (h) repair such damage as soon as reasonably posed* at Lessor's expense. in which event tib Lease shall °Online* in full loco and effect, or (e) give vmt- IOn 50100 a Lassoo within thirty (30) days ahoy receipt by Lessor of knowledge OI the OOaure0ce at such damage of Lessor's desire to terminate ails Lease as a (no dale sixty (60) days ',dewing the date of such notice. In the event Lassa elects to give such notice of LooSole Intention t0 terminate this 3oa50. Losses. sth38 have the ;grit within ten (10) days aha the receipt of such notice to give written notice to Losses of Lessee's command& to pry lot 040 tonal( Ol stall llamado totaly at Lessee's expense and `403001 raimOursemom from Lessor LOSSee shall provkle Lessor with h0 required tonal or sa0sfactory as03Bnce thereof within tory (30) days lo0owfing side commitment from Lessee. In such event this Lave shag continue in hal force and o0ect and Losse steel &Deed to make sixth 10p8ira as soon as reasonably passible alter he roqu3e0 hinds are ava3able. t 10354. does not give such notice and provide the hinds or assurance thereof *di- m the times speeded atev,, this lease shell terminate as o the date apeated in Lessor's node of te.Mnvkn. 9.4 Total Oe,tructsott V01*1013 ardalg any other provision hereof, if Promises Tots Desouct in twos (inducting any destruction required Cy any autho- rized pudic authority). this Lease shall terminate shay (60) days !clawing he data of such Premium Total 0esoucaat, whether a not the damage or des0uc0on an Insured Lass or was caused by a negligent or *CM act o1 Lessee. !n the event, however, that the damage or defamation was caused by Lessee, Lessor Mas have the NM to recover Lessors damages horn Leasee axes& as released and waived in Paragraph 9.7. 9.5 Dem age New End of Term. II at any time during the test slx (6) menthe ol the term of this Lease Deere is damage ler whim the cost to rapier exceeds ono momn's Base Rent, whether Or riot an Insured Loss, Lessor may, ad Leaed'3 option, temente ids Leas. effective sixty (60) days Miaowing th0 dale of occurrence of such damage. by giving winter roup* to Lessee of Lessor's *!*cion to do so within thirty (30) days alter the date of ocCMIWIce 01 stall damage. Preydel, however, A Lessee at that 3me nos an exercisable opdon to extend this Lease or to pwchase the Premises. hon Lessee may preserve this Lasso by (e) exercising such option, and (b) providing Lasso wi01 any Range h insurance poceeds (or adequate assurance thereof) needed to make tee ropOso on or before the garde of 0) the date which is ten (101 days after Lessee's receipt of Lewers erri'ln nista, purporting to :en rinate des Loaae, a (ii) the day prior :01x40 tete upon which such option expires. 11 Lessee duty exercises sacra option during such period and ptO* des Lessor with lends e other any shortage in insurance mows, Lessor shat, at Lease's 000en3e r ( adequate assurance thereof) hal face and affect. II Lessee fails a exercise such r damage az scat as OnOd, l reasonably p 40 loo and this Lease ethos wnahua uh s« 10M in the Stu semen 0137113 Para option and provide fedi funds a ast:uraruo during such period. then thio Lease snail terminate as of he date Paragraph 9.5. 9.6 Abatement of Rent; Lessee's Remedies. M) In to event of (1) Premises Partial Damage a (ii) Hazardous Substance Cd xII(10 l to wean Lessee is not fegaty resp nsese, he Base Rem, Gomm Area °P n tinng Expenses shat beherabated larges, it any, payable by Lessee hereunder foe the period during which soda damage or condits:a hs repair, rime- ts xance required to be cabled an b Paragraph ien a mo degree to Math Lessee's used the Promisee is impaired. but not len excess of proco0s 3rom agrap h 8.3(b). Exoo& for abatement of Base Ron. Common Arca Operating Eupeross and otter chargee. 1 any. ca 51018534, sit °dgadOrn of Lease* h«eur4er shall be performed by Lessee, and lessee and terve no claim against Lassa ler pry darned* suffered by tea. 'ury damage. OOstrticdon, repair, r reecaatpn or restoration. MULTI -TENANT --SROs$ .y American Industrial Real Estee) Association 1993 (b( h Lessor stall to ot6gat0d 40 rook or costae th0 PromL305 undor the provisions doss Paragraph 9 and snail not commerce. r meaningful way. TM repair or restoration d me Promises ratan Nnoty (90) days aria 50014 Weston shall 0000. LOS60e may. a I any mom of such ropan or restoration, gore written nodoo to Lessor and to any Landers of 0 rch Lassoo his actual mors of Leseoe's elecoon to 1G resata the loose on a date not ass than slimy (60) days IodosvI g the 9^1410 04 wait notate. It Leasee 9nes such notice to Lessor aM sucIn said h Larders1 tate. II Lessora a Lender aim.nor wmmehbed within minty (30) days boor recant of such solve. this Lassa Shan terminate as d the dale spatted manes ash or restoration gr a within thirty(3�days � Loase 01 Such notice. this 'Commence' as used res this Paragraph 9.8 OWora^oohs(pa d the preparation d me woad plans. rat he xynnln9 of o eau al wank on to Premssa, wn'Ocnover occurs Orsi _ /orator (irk wbaCh moo losses 9.7 Hazardous sten e n / mediation h a Hazardous Substanceicabte Regwrememoccus and this Lease snails continue in tut ford and effect him °`64°01 )3 shat make me under Para and romediatnn memoir 134, try Appl ktvs oto and romadiale such Haze Ammo 'arca Landow rents ureter Paragraph reasonably any Paragraph t 1 330(50p0 °n sumo, *vont mils teaseshalloirmnu0 m Ma law and effect, a p1�en noose a rsaw o 3t 40 4 hgaig r as soon as mon condi 20100possible Rom a f 100.000 whichever is greater. gore Lost to Iwi in Wry 01(3) days such condition exceeds o*404 enc )oho do monthly Hazar� �� Goodman dLessors desire 10 wrmmale Cas Lessee 00414003 645 y (6 atterreceiptb Lessor d f won notice. lotto to Lasso( of tossup's comnstrnenl 11 err the excess was Lease as d me date sixty (601days Idkrmrq me date d sunk nOthte. m to event Lessor Okla to One such noeco d Lassoes irtterroon o worm. tthh Lessee ilio l have aha 349M wmhnt Ion (10) bays aria the receipt d e ch Cont 00 to the o give hemp nogtr000 or (b) an amour% 0gtfa 10 d (a) Investigation and 40m monthly d such tHazardous$13. Substance ten. 4-assee shall porde Lessor tot the lands15.0waxed d 106041° a sat:du:say sous (12) ernes U it mon month) ayse Rech or saki ma111 tin 0rcheVa sseee.In such avant this tame shat aon0nue n IW farce and Moot. and Lassa shall pro- ceed assurance l is stet within thirty (30) days aaow6On ea 3014 50 ro b alta dh0 requued bands are availaba. h leasee does naLassoesuch nark o d ear. notice and p°60 to make such imes5 01 031 and assurance ea a01xh 11 period reasonably above. th 5 Lori° shall mafioso as 01 the date specified prov,00 to requited herds a assurance m0r0o1 within the onto period aPeclllo0 minabon. n d this Lease pursuant to this Paragraph 9. Losse shoo return to lessee any advahco payment 9.e S50010 ton -Advance Payments. Upon temd^0 ° a* has n010000. 0r Is not mon required robe. used by Lassa ureter the tents d ens Lease mad9 9.9 Lessee to Lessor and . L much *1 L0 es0o s agree tY 3 6* 10 so a 00s0hrcdorh d to Prarsses and Waiver p Statutes. Losse and Lessee agree tat oo hems d this Lease alae govern the 0140 a any damage to t :the Building with respect to the annweon a this lasso and ninety waive the provisions d any prawn) a antra stable to so octant x s teaaLtaorn horo++hat 10. Reel Property Taxes. _ ) to the Industrial Center. ant except m 010► y Taxes. as defined in Paragraph 0.2(a). apol e d Area erod WI Payment a Taxes. Lasso( ah pay 1 sum amounts over the Base Real Property Taxes shall be included In the catadafl°^ Oposo ng Eiden s Paragraph 10 3. any Oporaunq Expenses res accordance with the provttions of Paragraph 4 2. 40.2 Real Property rax Definitions. spatial. 0renery a extraard (a) As used a0roln. 1350 term "Real Property Tarn" shall include any torted real estate ax or assessment gement ea Dotal. taxon) 354 01 sed ccdS nary. and any licens0 tee. commercial roma( cox. imlpr04(01n0m band a bonds. Iovy or tax (.gar man inrontarhc0. person umo the Industrial Conan by any au homy having th0 caret or M0lhacs sewer ro tax. inducers) any diy, state or Ied0ral government or any school, agnaxa.at sweaty, Oro. scoot. drainage, or other unprovoment district toed, levies against any legal or aqunablo interest o1 tassel in to Industrial Cana a any sexton tha0ol. _ 1 the Promises. Taxes" shaft also mdt+A any aux. Lessor's Agin t0 rent or chart n.00me increase a0Ua X500 bystroason 01 ones OCcumn9. a changes M Aaphcsd taw Wong enact dunnQ 181nl d Pas lee, Levy. a 100ssmut of charge.orany change In core*. imp.ms thrratn, the exaction d this Lease. a any n' a' lease. hntlu(ug but not lknited l0 8 Change In Ma 0wnaship Of th0 IrduSptar Cantor a Co the tntorOverlhe don, amonOmom or uanslor morose. and wheator or not asnlomptatOd Dy the Parties. Preemies. As used herein. Ma term 'Bose Reel Property Taxes' shall be the amount of Real Property Taxes, whorl are assessed agatst th014400Peepers. Budding or Common Areas in (no calendar year during witch th0 Loose is executed. In caftela4n9 Boal Property Taxes for any . days 41 9r sura Taxes for any teat 0stahe tax year snarl 00 indlyda) in the calculation of Real Propom/ Naos tor such catenary year based upon as rumba calends( year and tax year Moven summon. Property Taxes spovmod 1st to tax aLsessor's records and *air 13 3 Additional by ad4100311 CommonArealacedOPOru0 n miExne Industrial Cantor include,S0S shall not tnorl a by Lessor la me 0sauu+e 0npymom 01 such oma she0t9 aT gaffed by adONCnh1 (0.) 5emont5placed DO to lessor at m0 dine COmunon Mia Operating Expanses are payable under Pa erg a. Notwithstanding.2.7.ot Paragraph 100 111001. Lassoo Tacos, t assoss pay AaragraWO 4.2. the *Misery of any hnasaso hes R0a1 Property faxes A 55ssosaod sdoly by reason d Aaaadats, Trade Rotes or Utility Iretallatftx>s placed lore^ MD 940misa5 0y Lessee or a1 Lessees roquost. Budding shoo d an etttittable pDPortb^ d the 10.4 Joint Assasament 11 the king is not 50paraloh' assessed. Roel Property Taxes aaocgled a ea ro b0 determined by Lesser ham deo ton of Real Property Taxes for all a me land and improoOmonts incudessuch pr within the tax parcel assessed, suoportion ioti valuations 60319000 in :he assessor's walk shoots or such oma iMamadon as may be reason:deY avalldr. Lassoes reasonable dOterINna00n thereat, in good tants shall to conduSwo.Alterations and Unity Lessee's Property Taxes. Lasso. shall lay prior todot/navency as tax0s assessed against and NOW upon losseo-Ownod (05531ation0, Trade Fhnuros, furnishings. equlprn0m and all porsonal property 01 l ansae 00ntain0d in ver Premx0Os a stored within r Ina�y �r. When pos6hd0. Lessee saga cause as L60500.Ow't10d Meratons and tatty )38133 3 5 0 05, Trade Fixtures, fu nstings, equipment assesses and Wes separately fromthe rrN propropertyd Lessor. 11 any 0) lessens said property shall be ass0ssod with Lessor's real property. losso0 shall pay FroPanY Lessor tee hues attributable to L605assea's Property wn ton (10) days aha receipt of • wrmon statementlona m0 axes anPr�1e bLOssoe's seOkhg anti It. tattles. Lessee shall pay (mossy for all Militias and Services supplied to to Prem405. inducting bin rot Ilmned 10 010rA1crty. I044pn000. searttY. 9 o esu with any (axes thereon. If any such udlm0s a services are not separately moiaod to It10 Promises a sopar Ory Premises. 01 tits 0 shall l p yto Ler n to b0 determined by Lessor d as such charges jointly rnoter0d or 01104 wit trot preencos n me Buitan . i Lasso. eha4 pay a Lessor a reaicn05 tfor do Rafting, +n to manner and whitish the time ponods ser torah In Paragraph 4.2(41). 12. Assignment and Subletting. 12.1 Lessor'& Consent Requlrsd. (a) Losses shall not votuntarily a by Opaalfon 01 law assign, transfer. mortgage or ochor*ns0 transferor encumber (totlu0llvety. 'assign') of swlot a any pan 01 Lessee's ntaest in this Leas) or In the Premtsee wnnout Lassoes poor woman consent given u0dor and subleat t0 Ma forms 0f Paragraph 36 (b) A Change in the control of Lessee srtatl constitute an assignment roguing 4essoes consent. The transfer, on a cumulative oasis of h1OMyfrv0 per - cunt (254.) or more o1 mo voting control of Lasalle stall cassette a change In control tor this papaw of err, sea. acquisition. Aran01ng, r0lnandng• (c) Tho await/errantd Lessee or its assets 1n any mansactl0n. a series of transactions (by y merger, results or toll mutt naa reduction o1 the 1404 Waith al Lessee,otherwise), as hnremata defined. by whomor or not a formal an amount or hypothecation nmont oar greater ths Lease or Lessee's tan hwnry• 0 percentt(254) of mon Not Worth of Losses as it was rep058n10d 10 Lessor at ane dm* 01 lull exavbon and draivery al this Lease Or at the ems 0 the most recent assrgnmont to vmlc h Lassa has catsento0. or veaS Or iS smolt, shall to as h seism immee nly pea to earl *50 by onetransactionswhich w may rroas0n0bty tot:told m: consent. 'Net Worm a Onh Of Lessee ora purposes d ass IAase .has considered Meetet0 assignment50 of this Lease by LeSGuarantors) )�stro0 under generale a00.oto0 accounting p1ndpin constantly oppllod b me net worm n ogee assignment or any subletting of Loses) written Cons0rn stall, at Lessees 0ation. boa Oelaua (d) M 019011 Parag Or 31 a non -Curable a Broach in mho Lease out Lessors speak row period. n Lessor toots o peat such um:roo tted Curable 55000 noticeperting as an 101, or a remade Lessor swithout th° necessity0954)0of any 30 4 wmf00 notice (' (*lessors (4ll "),roan of a nonturoa0 se Rant Lassa 5ra1 0000 the fight 10 OMs: t) n tali this Lease. a (3) upon tray ( ) ys (•I.naOr'a Noad'�, trha9ase the monuvy Base Rant la the Premises ro m0 Bremer of the then tall market renal value of to Premises. ab rett•,or47bty� nwhed by Lassoo. or one hundred ton patent (110%) d oho (Mao Rent men In Oki. Ponding determination of to now fair market rental value, °sorted q L0ss0e. Lessee snail pay the amount Ser Ions In Los60r's Notice. wi111 any Ovapayrm0re a00iled against aur nest in5101lnetn(s) a Baso Rom conbrq anY underpayment for Oro period r0110acevety to th0 0ffectve data of the ad)u$tmom being Due and payable immodlataly upon ate detetmus0Don 040(00. Furalan, n m0 avant of stub Breach and rahtal adiusrmom. 41 Oa purchase peas of any oaten to 9urchaw 010 Promos told by Lessee shall be sutserz ro sneer attrlsar sun *3 the then fair mantel value as reasonably attemmned by Lassa (v^tthQm the Lori) being o5nsilerad an encumbrance or any deduction la d0prod.'tdon or abodes. cense, and wnsidonng the Prerntses at a )ughost and bast use and in good corn tan) or oho hundred tan percent (1104.) Of me Price arovlar9Y in Ottec4 (.) any 1ndexbd044 04 roma) or pow 54tttment formulas oorrained in MN Lease shall es adluslod 10 reQuire that the lase index be detartmn00 with roars sx ro the index applicable to the time 01 such adjustment and (i3) any fixed lomat adjustments scheduled du4t+g tea s00� awe Lease toms skirl bo u+a8a304 In me same rata as the now roma) boars a the Base Rot In effect immediately poor to the a0)useroom specified Ratite. retie!. Lessee's remedy for anbreach d this Paragraph 121 by Lasser shag be limbed a) compensatory damages 12.2 Terms and Gandhian. Applicata 10 AasipnmeM and Subletting. (a) Regardless of Lessor's Consent. any assignment or subletting shall not (i) b0 OtleCpos wigaN ane express written assumpoon by much the pay itroa sublessee of the 0digab0ns o1 Lessee under this Lasso, (3) release Lessee 0) any °d adeno manse. nor Gil) atter thy 9Mma1Y ratan c4 tent of Base Rent and aha sums duo Lessor h01eurd0n or for the pa:tamaoce of ant oma obligations to to pertained by W See ung ��s disapproval or a u (0) Lessor may accept any rent 0r p0A0rmaed a Lessee's Obl0Jati0415 from any person other than Lessee pandit() (apoval a want 13 ec;opw assignment. Neither a de)ay in the approval a disapproval of such aSSlgnment nor me acceptant° al any rent to performance snailof Lessors right lo exercise its remedies for the Default a Breath by Lessee of any of the tenthk covonantS or conditions of MN Lease. (c) The =Sent of Lessor to any assignment or subanmgnail not or c ase. Hoa consent to Lassa myay subsequent o iubbgnment 01subletarta try 01330 193 and a s eo or 044 any o sutecu5nt r any tessivoamend ass'gnr ontmo or a bOAS th o No assignee of tits subloasa or any ameMmwns a. modrtc3dons macro without notifying Lassoo or anyone else liable under mita Lease or to wtleoaw and reran .cam mot consent. and such action shall rot relieve Such p0 5005. from liablre robot this Lease or the subbase. MULTI -TENANT -GROSS ' Amerran Industria) Real Estate Assoaabon 1993 -6-- attar: !; 9 (i) in de avert of any O01aut « Breech at Lessee's odpadon under this Lease. Lessor may proc0ed dreary regime Lessee. any Guarantors « any. Ona 0110 res0009110 1« 010 peAOnnance 01 the 103,003 00190000.1 undo( this Lease. include.; any subatems. without Met /ohausenq Lessors remecege against any o0:00 person or entity 10 0Orsbl0 Mader t0 Lessor. Or any scanty h01d by Lessor. (0) Each request for conaemt to an assignmord or subletting shall be in melee. accompanied Oy Wonntapn referent 70 Lessor's Ott0rmins30n as b the lose rel and operational :esponsibl ty and appropriateness of the proposed ase?gnee or set: see, Indtxdln9 but not united to Me Meinded use anter required mooxcaton of ah0 Promises, if any, together writ a non41Nndable depose of I1,000 or ten parasol (10%) of the monthly Base Rom apptkabN to Ce person Me Premises WW1 is the euteed of Me proposed augment Of sublease. whichever is greeter. a3 reasoned* consideration Lor Lessors omsdenng and pro - by Lnsuquconsent raost Lot coaLessee agrees to provde Lessor wee such other Or ad6tiond iMonma0d/« * p on enOeumenDon as may be reasonably requested (1) Any assignee of, of 300105500 under. tis Lease snail. by reason d scowling such assgnme5 « *Menne; imq such Sublease. the *tamed. be the benefit of Lessor. to hare assumed and agreed to conform and OOmpty wth each and every tent, covenant conation and 0019atl00 herein *be observed so per- formed by Lessee 0uhn9 the term of said assignment or sublease. Omer than such obligations as are cOnfrary 10 Or irmns,Stent wen prorason3 of an aisr9nmam or soWease b 'each Lessor nos speafically consented in writing. (9) M0 occurrence of a transaction described in Paragraph I2.2(c) shall give Lessor ter right (but not the obligation) to require that Oro Seamy Deposit be increased by an amount equal to 110 (6) times the then mortally Base Rent. and Lessor may make the actual receipt by Lessor of Me Security Deposit m«ease a tofdiean to Lessors consent ro such transaction. (h) Lessor, as a condition to giving as consent 10 any assignment or subletting, ((ay requite mat the amount and adjustment schedule 1 the rent payable under this Lease be adjusted to what is then the market value and« at$tsbnent schedule for property similar 10 the Premises as then coesteuted, as deter tined by Lessor. 12.3 Additional Terms and Corte/elate ApplIcable 10 Subletting. The *Voting terms and conditions shall appy to any subletting by Lessee el all or any pan of the Premises and snail be deemed irk/weed In all subleases under (his lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and emitters S Leaser a0 of Lessee's Interest in all rentals and income arising tram any sublease of an or a porton 1 the Premises hereclere or hereafter made by losses, and lessor may collect such reit and Income and apply same toward Lessee's obagelons under tide Leese; prowled, however, that until a Bread, (as connect in Paragraph 13.1) shall °cam n the performance of Lessee's o1ga6ons undo Itis Lease. Lessee may, except as othan es. provided in Mus Lease, receive. collect and enjoy me rants accruing under such sublease. Lessor shall not by reason o1 the foregoing provision or any other assignment of such tubmea3e b Lessor. not by reason o1 IRO care -lion of Ore rents from a sublssee. be deemed liable IO tee sublessee for any letups of Lessee l p0riorm and comply with any of Lessee's ob(ig5t*ns t0 such sublessee under suds Sublease. Lessee hereby Imev0csbly aolhonzes and mroots any suth sublessee. upon receipt ora whiten notice from Lessor staling mat a Breach ousts .0 the performance of Lessee's obigarlons under tee lease, to very to Lessor ter rents and other charges ere and to become duo under the wblotse. Sepiassee shall hey upon any such statement ant request from Lessor aro shall pay such rents end other charges :o Lessor anemia any obtigatbn or right to inquest as (0 whether such Breach exists and notwithstanding any notice from «claim from Lessee to the contrary. Lessee shall have no right et claim a9emst such suIOs50e. cr, unit mho Broach rias tool cured, egiunsl Lessor. for any soon rents and other charges so paid by sold sublessee to Lessor. (9) In me event at a Breach by Lessee in the pettonmance of its obtpa0ons under tris Lease. Lassos at its option ono wuUlpui arty ObI9a0on to do SO. may require any sublessee to shorn to Lessor', in welch went lesser shall undertake ma od43 i0lu 01 M0 sublessor under such sublease from me time Ot the exercise of said option to the expkadon o1 such sublease; provieed. (10weven, L00aar shag not be comb* for any wapaid tams or socurty deport pad by such suo- 113300 (o such sublessor or for any other prior defaults et breaches of sect' sublessor under such sublease. (e) Any meter or Ming requiring the cOnseM 01 the sublessor under a sublease shag alto require (410 consent at Lessor herein. (d) NO sutsessee under a s00Oase approved by Lessor sial further assign or sublet al or any pan of the Premises without Lessors p1or'rattan opuses, (o) Lessor shall deriver a Dopy o1 any notice of Oelaut 00 Breach 09 Lessee to the sublessee, who shah have the right to cure the Default Of Lessee within the grace pond. a any, spooled in such notice. The sublessee shell have a right of reimbursement and offset Iron and against Lessee for any such Defaults cured by the sublessee. 13. Default: Breech; Remedies. 13.1 Whitt; Breech. Lessor and Lessee agree that 11 an attorney is consulted by Lessor In conn064On wth a Lessee Defeat or Breach (as hereinafter deUne5), 9360.00 Is a reasonable minimum sum per such occurrence for legal service. and costs In the preparation and ooMco 01 a notice of Defeat, and that Lessor may include the cost of such services and costs In saki notice as rent duo ani payable to axe said default. A "Default" by Lessee is defined as stature by Lesson re Obsode, comply vnm or podorm any of the teens. omens:its. conditions or rides app(icabie to Lessee under ells Lease. A 'Broach' by Lessee a defined as ere Ocaurence 1 any one on to«e of the following Defaults, and, where 3 grace pined for ars arta notice is speCnled herein. the failure by Lessee t0 are such Default prior to Me expiration of Me 399410 ole grace period, and snail 0mi0e Lessor fo pursue the remedies set WOWM In Paragraphs t3.2 andor 13.3: (a) The vacating of the Premises without the imentbn 10 reoccupy same. or the abandonment of the Premises. (0) Except as expr0351y otherwise provided in sus Lease. Me failure by Lessee to make any payment of Base Rent, Lessees Share el Common Area Operating Expenses, or any other monetary payment required 10 be made by Lessee hereunder as and when duo, the (allure by Lessee to provide Leaser mei reasonable evidence of insurance or surety tend requited under 1tes Lease, or the Wino of Lessee to fulfill any otlagatton under thus Loam which endangers or l*rear0n3 (fo Or propany, where such laaeuro continuos bra period of three (3) days batwing "mitten notice thereof by or on behalf Lessor to Lessee. (c) Except as expressly otherwise provided In Ods Lease, the tenure by lessee to provide Lessor with reasonab(e wmton evidence (b duty executed 069111.1 bin, i1 appucable) 00 (1) complanca w1M Appialpa Requirements per Paragraph 6.3, (g) the inspection, maintenance ant service contacts requital undo Paragraph 7.1(b). (iii) the rescission of an unatnl'ortzed assignment or subletting per Paragraph 12.1. IN) a Tenancy Statement (err Paragraphs (6 or 37, (v) ter suboreinatim 00 non•subordnation of Mia Lease per Pnragrapn 30. (vi( the guaranty of the porformaneo or Lessee's obligations under tits Lease t required under Paragraphs 1.11 and 37, (vie the execution of any d0wment requested under Paragraph 42 (easements), or aril) any other documentation or information whim Lessor may reasonably require of Lessee oder the toms of this tease, where any such Ia*ure continuos lora period of len (10) days folfowtrg wrieen notice by ce on What 01 Lessor Ie Losses. (d) A Default by Lessee as to the terms, covenant!, consktens or provl5l0n3 01 tide Lease. «o( the rules adopted under Paragraph 40 hereof that are to be observed, complied wi31 or pOdormod by Lessee. other Man those described in Subparagraphs 13.1(a), (b) or (c). above. whet* such Default continues for a period 1 ti (30) days after wnmen maks thnreo1 by 0( on behalf of Lessor to Lessee: provided. however, that if the nature of Lessee's Default Is side mat more thirty ) days are reasonably required for its cure. men it shall not be deemed to be a Breach of this lease by Lessee it lessee commences such cure with- in said early (30) day period and thereafter diligently prosecutes such axe to completion. (e) The occurrence 01 any of the lot lowing ovens: (I) the making by Lessee of any general anangomen or assignment for the Conde of 0edeora; (a) Lessee's becomug a'debton' as defined in 11 U.S. Cod. Suction 101 or any successor statute thereto (unlora, in the case of a pofion filed against lessee, the Same is dismissed Mein sixty (BO) days): eh) the appo04mnorn of a trustee or receiver IO take possession Of Substantially all of Lessee's 0331: located at me Premises or of Lesson's interest in this Lease, whore possession is not restored to Lessee within thirty 130) days: 0r (iv) the attachment. execuaon or oma, (Led%car solute of substantially atl of Lessee's assets located at the Premises Or of Lessee's interest in this Lease, where such seizure is not discharged *l eln /any (30) Wye, prOvide3, Idwevor. m the event that any provision o1 ria Subpanagtapn 13.1(0) 45 bonbary 100 any app(ioabto law, such provision shat be of no form or affect and shad not affect the va0ity of the remaining previsions. rase. (() The discovery by Lessor mat any financial statement of Lessee or of any Guarantor, given to Lessor 0y Lessee or any Guarrttor. was materla(y (9) R Ino pe4Orranot of Lessee's obligation under this Lease is guaranteed: (m) the *oath el a Guarantor, (al) the fom1inel0n of a Guarantors Oabdty with respect to tars Lease other than M ao ocOa co mer the tomo Ot such guaranty, (di) a Cuazenror's becoming lnsoNOM or ter subject 1 a bankruptcy long. (iv( B0, as ranIO3 refusal to honor the guaranty or (v) a Guarantors breach of hs guaranty obeaaton on an onddpetoy breach basis. and Losaoe's (alum. mem eery such Watt te Mode Lessor with wreton aftemadve murexes ot sechey, which. when coupled following then existiwritten notice ng resourcesr on s 1 Lessee, equals or exce e of Lassa to Lessee of a the combined Marcie resources of Lasses and the Guarantors tat waded at Me One 1 execution 1 this Lease. 13.2 Remedies, t Lessee faits to pertomn any affirmative duty or odga0001 lessee udder this Lease. within ten (10) days after whiten notice to Lessee (or in case 1 an emergency. without notice), Lessor may 31 1(3 option (bin *Snout obligasoe to do so), pertain sum MAY «000959041 en Les360's b.ha)L Indudtrg but not tinted to the obtaining of reasonably requirod bards. Insurance potties, or governmental Ike, permed or (tpp(Ovale. The cases and expenses 1 any such per(ormarce by Loss« shag be due and payable by Lessee to laic« upon invoke therefor. if any dux* green to Lessor by Losse* shall not to hominid by Ire bank 0(101, welch n is drawn. Less«, at ns own option. may require at Mere payments to to made under M's Lease by Lessee robe natio only bbl cashiers dwelt. In the evert 1 a Bread" 1 this Lease by Lessee (as defined In Paragraph 134 wee or without further notice Or demand, and without Meting Lessor in the exercise of any sight Or remedy which lessor may have by reason of such Broach, Lessor may: (a) Terminate Lessee's rigor to possession of Me Premises by any lawful means. In'hath case this Lease and the term hereof snail terminate and Lessee shall Immedta(Ny 3uTanOr posso3sion o1 the Premium to LassCa. In such event Lasser snail be entitled to recover from Lessee: (ilea worth at Me eine 1 .me award el the unpaid rent which had teen earned at the dmo of temenatioo; (3) mho worth at the time Of award of the amount tty white the Unpaid rent wroth wOt33 have been Seined ah« t0mbnanon until the time of award exceeds the amount of such rental kiss that the lessee proves aged have been reasonably amerce (fel lee worth at the bre of award of the an-,a(M by which gas unpaid rem for the balance of the term ah« the time of award exceeds 5y amount of such rental ion that the Lessee proves could be reasonably avoided: add (iv) any other arnourl necessary 0 6Omphisaie Lessor for at 01e detriment preemat:y caused by me lessee's lade to perform ma obiigallons undo this Lease or which In the crdnay OOurse 0( tinge would be likely tib result Iteraham, inducting tut not iimnad to Ino cost of recovering (d5sessaon of the Premises, expenses of r0*(ting, i(tdudlr9 necessary renovation and alteration 1 the Promises, rea90na00 attorneys' lees. and that person or any leasing commission paid by Lessor in connection with this Loose applicable to the unexpired toot of Cels Loess. Ther went al int dire 1 award 1 the amain! retorted 0 in provision (ii) o1 M0 immed(ate(y preceding somenoe s*W) be computed by W0ccuntng such amount at 0» da. count rate of tee Federal Reserve Bank of San Francesco Cr the Federal Reserve Bank District in which the Promises ars located al the ate of awes plus ons 90(00(16(1:), Ef(«0 to Lessor 0 mitigate damages caused by Lessee's Default or Breach Of MO Lease shag not were Lessors light (0 (sower 44110.'geo under 5413 Paragraph 13.2. 11 termination of leis Lease n obtained through tee provisional remedy 1 unitwbdl detainer, Lem( shall have th0 Nan (0 um"' rn sum pro- MULTI-TENANT—GROSS .a American Industrial Red Estate Assoaaeon 1993 INtl�; /r_- doodad the unpaid rest and Oanufpe6 as are PlOanlfab40 therein at teens- may -ween to ogre b mown of re arty pert heroes is a uTsrae Aar kr such rum erxY5 d.neg.. it a nice and grace period required under Subparagraph 13.1(b), (c) or (d)win rest pronoun Oren. a none to prey -era or Of. orb gakxm o yrs., as the Case may be, gNen Io Lessee under any statute audbnxbg the brlerere d kisses for uriar4 doodler std deo commute the atinotbie noose br sacs pend purposes required by Subparagraph 13.1(b).(0) or (d). In such case. the applesen craw period worm the urine/ deutw statue snag nn oorhar. may after the One such statutory nettle. and the failure Of teases es are to De6ad whit to groom of oto tee (2) sum grace prods shoe oonseorb beth an untawiti detainer and a Brawn at 0o LOW entitling LoSSer to the remake provided br n fie; Lease ander by aid Maas (0) COreinue the Lease and Lessod12 right t0 posses -Son in etas (In Cailomel under Calnnes Gid Code Sarson 1951.4) alb- Lessee's Breeds and recover lie rent ask oosomes due. worded Lessee has me right b and or assign. a6jwc oral to rKaSorolle arreadores. Lesser rand Lessee agree dud the 22n. 210021000 assignment and Welshing m the Lease are r*a501Wb20. Aces el mares rce or p'BSAYasor. efomC b meet Ise Prances_ or the rS{+i.snQnt of a r0Cov02 to protect the Lessers menet un00r Nis Lease. Snali net 00nabh1e a termination of the Lessee's 2100 to possession. (e) Pursue any other remedy now or her0ahor available b Leder under the lana or junc ei dams of to stele In nen the Premien ars bated. (d) The e or termination of 1n)s Lease and/or the emneed4n of Leonel right to P mansion and not reeve Lanes kern lanky under airy irvlomnRy provisions d this Lease as to masers Omudng Or easing dray the lean hereof or by meson d L.mss's casearcy of to Pinion. 13.3 Inducement Recapture In Event of Breach. My evacuees by Lessor far Foe Or aided rea arm m 00209 s appicape b the Premises, or fre the grime or oayug ss Lana b Lowe for Loe of any cash or other torus, fl21 eisranSe ns err consideration for.ares snaring o tL. leis Leaofd seeds conbaesrola are bereinane referred bas Inducwtwnt Reddens shall be deemed cordsixed upon Lanais U and taikt perbrmvo alai d the bens, annum and conations et this Lease to bo porbrtnod m observed by Leases 021Yy the term hereof re the same may be wreathed. Upon ms =wenn of a Breams (as dented a Paragraph 13.1) 01 Ind Lease by lessee. any such Inducement .ai sholl ai anaikaay be deemed denied arm **Lane sof d no Wet Lotus or ono. aro any rant. Other charge. b0nea. Ind0Cernent or =adoration Sansone atxetd, ghees or pad by Lessor .oder ash an inducement Provision shalt be int ediatay due and payable by lessee to Lessor. and recoverable by Lessor. as =Morn rent due urate fes Lasa, ree.Mrsbndr 9 any stsoq ent are of said Breams by Lessee Tho acceptance by Lesser of rent m to ant d he Breach sent) itisbd h aper add ce eye Pearson 133 shade rhe be doomed a wenn- by Lessor of the provisions of tee Paragraph 13.3 unless «ecific y so stand n nerd by Lessor are fie et acts acarptarce. 13.4 Lab Charges. lessee hereby acknowrodgea 'tat late payment by Lessee b Lessor d rent and offs warts due Weirder we cause Loser to mar sass not contemplated by this Lease. the exam amount 01 whdml rid be mammal), dead to ascertain. such coca Iodide. tat as not tend b, ptoeessi g and aetounsng maces, and Iste ehwges which may be Imposed upon 1079x by No mrms d ay gad *me. =midge a hoed ce rust 6thefrg dun Premses. Accordingly, If any Inswtmem of rem 01 other sum due from LIMOS Sint rid to mend by Leaser or Lesairz d®gree min Ion (10) days sner such mount shat be a e, Nen. without any redulromont for nate 10 Lessee, Le95.ai shall pay b Lena a tau charge equal le ser pereors (6%) 01 suds endue amuse. Tie panes h0100y agree Nat such Ute charge ropros.nts a lair and reasonable asuman of to Casa Lessor ser naw by renal of bre payment by Lessee. Acceptance or sues Ute charge by Lessor shall in no event constitute a framer of Lessee's Coked or Broach war mpoctb sums endue em10ri, mer prevent Lessor from exercising any of the other rights and swedes granted hereunder. b 1e ewe tray a tale Marge is parries rereuder, nether e ce rhe waned. fa dee. (3) consecutive instalments of Base Rent, Nen notwithstanding Pa0�.ph 4.1 a wry otter position ata Lease u to ora tray. Brine Pont Bran, a1 Lessors Onion. became due and payable quart0ny In advance. 13.5 Breech by Lweor. Lowe MMtk not be deemed m breach d this Lassa wins Lessor tats nen a remorateo sine b person at oEip04xs required to be performed by Lessor. For emboss el mss Paragraph 13.5. a reasonable inn stet is ro meal be its flan thirty (30) days en recap by (02902, and by any terder(s) whose nano and address shall have bean furnished es lessee in sward br suds purpose. et wren noise specifying numb suds dfga2on d Lessem has not been performed: pondod. 210wavoe that if ire meas of Lessees otsgnas t, such that mere fon hey (30) days alar seri noose as reasonably named for its performwce. Nen Lessor shell not tem broach of this Lane t porimmen a es commenced ed matin arch nutty (30) my peed and tamales a>~ gentle termed to completion. 14. Condemnation, if the Promises or any porton thereof are taken udder to power of omen n Caren or sold under to eraat d the ware= d sad power (at d erects are herein coifed 'condemnation"), Ihds Lease shat termnia as to Ito Pat so bean red to date M oa,duntg aa/taty tines Mem possession. whenever Mat non. It more than ton percent (10y) of the floor area of the Pommes, at more eve twaybos percent (2S'%) of to portion et N. Common Areas oosgnaled Int Lessee's parking, is taken by condemnation. Lessee may, a Lessee's tpichs b to Dunned in ening within fen (10) days alto- Lessor shat have goon Liman written rb5c0 of such taking (a n the absence of sums notice, Careen ton (10) days an the oxdarralig authority Meat have Ukon possession) terminate this lease as ol the date to condemning authoOty takes such possession. . t Lessee does not lmdrsab his Lease in a000hfarce en's the foregoing, this Lease shalt remain in fun taco and effect as to the porton of the Promisee remaining. -wept teat the Base Lien stall be reduced it to ram peopouon as the rentable nom area of the Promises falcon boas to the total rentable foot area of the Phereses. No re..02 * d Bye Ret shah scar it the telethon dues not apply 10 any portion of the Promises. Any aware for N0 tatting of al marry pat of the Plantes under Iv pow, of miners domes marry Payment made under throat d me 'morose of ewe power shall be the popery 01 Lessor. whether with aeon that be made as own sermon for anodise of rah* c to leasehold or nor me Wang of the Loo, 0r as severance damages; provided Wenn Na Lone shah be as/e0 b amp compel -mins sepsrantf graded to 10ssee for 1o:sereS r0)0eatgn expenses and/or loss of Lessee's Thede Futures. res. In era meet hot the Lane i not Ietrasned by reason d suet condonation. Lessor shalt to the extern of es net severance damages received. over and above Lessee's Share of the loge and ons epesea ileums ( by Lessor in de 05515mation mat- ter. repay any damage) to me P1emn505 caused by such condemnation authority. Losses :has be -spans bis for to paymaaht d arra amour n excess d suds not severance damages required to campbto such repair. 15. Brokers' Nes. 15. t Ptocunng Cause. The 9rtker(s) named in Paragraph 1.10 stare the proaarg rang re tis Lease. 15.2 Additional Terms, Unless Lesser and Braker(S) have ott3rwue agreed n vetiag, Lesser agrees fat (a) i Lessee exorcises any Osten (as defined In Paragraph 39.1) granted under the Lease or any Cpt(on subsequently granted, or (b) it Lessee aspires an rights b the Premiss or other penises in write Lessen has an Interest, or (e) ff Lesson remains in possession of the Protases with the oosert of Lessor aver rho ogi0foh of the term d this Lease atter having (ailed 10 0xoro50 an Op5on Or (d) n said &rakers are the pawing cause d pry other )nese or sale emend inn t.teeen Its Pates pertaining b to P20*n**t arndrar any adfacenl poppy In welch Lessor has an Interest, or (o) it Baso Rent )s i+aareet wleh.r by aperient m operation ce an esm►u1n case heron. then as to any of sad transactions. Loeser snaa pay said Broke(s) a be In amdance veal the arcade of said Poder(9) n enact at the iib d the ea0abon d this Loose. 15.3 Assumption el 0btlgWons. My buyer or 0ansferee of Lessor's Wearers n hes Leas, neater such ranee is by agreement ur try cperaesn of taw, shall be deemed to nave assured Lessor's obligation under this Paragraph 15. Each Broker shad be an inn hod tend Pay to d:nany of the i rontions of Paragraph 1.10 and Of this Paragraph 15 to the extent of its Interest in any commission a2i a tom this Louse ad may arrrta that rigs dre fly against Lesson and Its successor!. 15.4 Representations and Wamrfl)es. Lessee and Lassa wmh repnoson and =want b !r other that ii has fad no doings weds any parson. 0011. bra kw or Sheer one than as named In Paragraph 1.10(a) tl cennec0n with the 4.A.5),., d this Lease nabs she coreharat ann d deo transaction comerrplabd hereby. and that no broker or ether parson, fun or entity odor Nan said named L0Oker(s) is orated bay camsseon or enders fee is connection wet said trans- action. Lessee and lessor do eaml horoby agree to indemnify, protect, deeded ad hold to oilier Innen ban and aping Leaky for oorpooaten or charges erects may be claimed try any such unnamed broker. finder or rats simim party by reason of wry donnas or anions of re rdarMyrsc Parry, nduudng any costs, expenses. andrm attorneys' Loos roa2oneely Incurred with respect redia. 16. Tens/icy and Flnanclel Steinman'. 16.1 Tenancy Statement Each Parry (215 Responding Patty') shat nein an (10) days etre einem none from the otter Party (the litequessing PaMel Onew% adunow4oulge and doMer to to Requesting Pang a stalemate in wring'n a tam sneer b she fan most tturrart'?erarnhep Saaantrseeht" tam piValled by the Amorkan Industrial Rea) Estate Ass0Ceti0n, pus seri 00601011 rfomana, oy,tmalktn adbr staarnanis as nay 0e reasonably requested by the Requesting Party. 16.2 Financial Strunent 0 Lessor des)re5 to finance, r0Manw, or en the 111:01160e or to Bislang a ay part thereof. Leasee and al Gardner! shall seiner to any potential lender or purchaser designated by lessor such Masan sdiorwea at Lames are suds Gways as may be reasonably aby rsqured by such ten00r or empla580, including but not Prided to Lessees financial 5talerrans ice Ma post free (3) yeas, N Ash Inpn]d sura,.,,. shell 0e received by Lessor and such lender ex purchaser N confidence and sham be used only Int the purpose herein ser bre. 17. L.01$90ea Llabitty. The lean 'Lessor as used herein shah moan the owns or ceras ret the true In noses, or tap le Mai b M Primness In ere event of a transfix 01 Leaser'S dub Of interest in the Prienses or in this Lease, Lamest shwa delver b 1e raW.e a napes (n cash or by erode any teemed Seaxcty Dotson heel by Lessor at to Mom el sums transfer or a55egnrhonl Except as parked in Paragraph 15,3, upon 0142 tanner or anignee t mud deanery et the Security Dop06it. 33 a10resai0, to per Lissom shall be relieved of as iebity with noosed b the abir rims artier covemts wee this Limed thereafter b be performed by the Lessor. Sieben b the fere9Ong, the 00*293 ions andr0r cannon N this Les b be Performed by the Lessor Stsd be teeing any Lyon the Lessee as terelnemne Xenon. 14. 9evwtblIfhy. The invalidly of any provision of Nes Lease. as delem.ed by a taut d compere juiedinc . she, in no way nod to vanity d any other proNsbn hereof. 19. Waned on Pest.Ou. Mitigations. My monetary payment due Lessor Isrnta4u. Mtn then Me Merges, rot 20ceensi by tern WSW ten (10) days Whew erg the data on where it was ds.. stall stoat Interest from the date due al the prase rale Merged by 1s largest stab darlesd beck In the nag in witch the Premises ere located pus low percent (4%) per annure but not 00000Ctdg the madman rale allowed by taee h afdfon es the potential Lee charge worded foe in Paragraph 13.4. 20. 11me Of Essence. lime is 01 the essence with reap= (0 the p01mman ce d ad abrgnuam b Lf0 pebrmen or observed by he Paynes under this Lease. 21. Rend Defined. Al menelry obligations o1 Lessee t0 Lessor under the mos d hes Lease are deemed b be rent 22. ffo Pao, or other Agreements: Broker Disclaimer. This Lease =tars as 0snemema bonen 's Pates wad respect b wry max morn :mod herein, and no other Pri01 m COPt0mporan0ous agreement or Understanding sen be n ,care. tease aro lessee each represents and wormer b the Pockets mare tib man, 535 Is retying solely upon. 03 Own iresdgab0n a2 10 the Mtn. Q Y M1ra er and frhanal momentary d to der Party b tet Lease and as t0 the -•aider. gu3ry ala Mlrecter d tte Prema50$. Brokers have no nespOflnil y with respect thorns or wd1 resp, f b any deflator treads hared by ether Parry. Each Bioko( smell be an rmendod third parry beneficiary of the peveslpe of this Pa2saph 2L MULTI -TENANT -GROSS rp Amerecdn lndu5vial Real sate Asarimetcn 1993 _8 - II 1 r /_- J1 23. NetNee. 23.1 Notes Requlrhmtsrds. M rodoes required or co:mgtod by this Lease Snail be M wintry and may he delivered in person (by hand or by messenger or count% rococo) or may be sold by regular. Certified or registered mail or U.S. Postal Secede Express Mel, with pomage prepaid. or by facsimile da wesaa0 du. ire normal titaness hours, and shall its deemed sufacieney given if served in a manna specified in this Paragraph 23. The addresses mod adjadont ro a Pays s'gnatum on lis lease shat to that Party's address for doiivery or mailing of nose purposes. Eater Perry may by wriden rw009 o Use other sperxfy 3 deferent address for notice p woosos. except mat upon Lessee's Clung possession of the Premises the Premises shag OoruOeme Loosao'a addross for the purpose of mmarl- .rg deiven39 no0oas es losses. A copy 0) al recces required or permitted t0 be given to lessor hereunder sea Co wnqurmtly 02swmtted to such why or parties at such addresses as Lessor may from time to ems hereafter designate by written nonce to Lessee. 23.2 Onto of Nobe. Any nonce sent by registered or certified mall return MCorp, requested. Mae bo demo green On die date 0f d01NOry shown On 110 receipt card, ore ro doreeny Oslo is mown, me postmark thereon. II sant by tabula: 1001. Ohs make shaft be downed given forty-eigra (48) hours the; the echo is addrossed as npuved herein and mated wee postage prepaid. Notices delivered by United States Express Man or ovom.M wunre Out 0uarameea nowt day delery 1(11) be deemed given Iwenryecur (24) hours alter maven), of the same to she United States Po0ta1 Service or comics. 1) any nonce 5 transmitted by Ma nesse eseenes0on or similar means, the same shall be doomed solved or Manned upon laepno e oc torsinrs conMme1on of receipt of am transmission mete- d. provided a copy is also d&Nered via delivery or mail. If nonce is received on a Saturday ora Surdas, or a legal hol5ay, it shall be Oeemed received on int next business day. 2l. Waivers. NO waver try Lessor 0f me Default or Breach 01 any tem, covenantor oandlbon hereof by Lessee. shall be doomed a waiver or any Oma term, covenant or Pandlon hereof. or of any suesoeuenl Default or Breach by Lessee of the same or any other Lean. advertent 00 oondfdon hereof. Lessors Oo050m to. a apprevai Oi, any su0h ac) snae not b0 deemod 10 corder unnecessary the obtaining 01 Lessor's consent lo. or apgw0l of. any subsequent er sonar act by lessee, or be 000301,00 as tie basis of an estoppel (0 enforce me provision Of prov4.i0n3 0f this Lease reptiig such consent Rogars00* of 10533 's wewledge of a Oolaut Or sroah at tee me or a0cepo0g rem. tee acceptance of roes by Lessor Shall not be a waive of any DOrlun or Bream by lessee darty prowsan ('0100). Any paymonl given Lessor by Lessee may be aocoptod by Lessor on account of moneys or damages due Lessor noniethetandug a!y qualeyeng state - mems or Condlfons mad* by Lessee in connection therewith, which such statements arxLa conditions shad be or no force or enact whatsoever unless sOeaScaily agreed loin *thing by Lessor at or before the time of deposit of such payment. 25. Re00adwg. Eiti o Lessor or Lessee snail, upon request a the om0I execute. acknowledge aro dealer lo Me diner a short (orad memorandum of me Lease for cowman, purposes. The Party requesting recordation shall be responsible for payment of any fees cc taxes aipp9OaWe thereto. U. No RIgM To Holdover. lessee has no eget to retain possession 01 the Premises or any part thereof beyond the expiation or earlier taminedon of cite Lease. In me event that Lessee holds over In v'0fation of this Paragraph 28 then the Base Rent payatle hem and atter the time of the expra4on or earner termination o1 tMs Lease steel to 4:Creasod to Iwo hundred percent (200%) 01 MO Baso Rent assemble during tie month immediately pr0caang such expiration or earlier 13f111- 1133011. Notting contained heroin MIX be conOgue a as a consent by Lessor to my ho(0ag over by Lessee. 27. Cumulative Remedles. No remedy or election hereunder shorn be deemed exclusive but shat, whams: posse*. be cumulative wad( an Other remedies at law ore equity. 28. Covenanti and Conditions. All provisions of this Lease to be observed or performed by Leasee are both mversants and conditions. 29. Binding Effect Choke of Law. This Lease shall be binding upon the Parties. Meir personal represenCNves, $42ObeesOre and asagns and be governed by the laws el the Slate in which the Premises aro located. Any 1i(iga000 between the Parties hereto 0Onaamine this Lease same be initiated re Me county in which the Promises are located. 30. Subordination: Attomment; Non-Oprturbanee. 30.1 Subq olnatian. This Lease are any Option granted hereby shall 00 subject and subordinate to any (Found baso. reevess. stood Ot gust or other hypothoeadon or security device (c 000eveiy. "Security Device"). raw or hereoner placed by Lessor neon the real property of which the Premises area par to any and an advances made on trio security thereof, and to all renewals, mOdllkadons. cansordad003, repta0ernenls ant extensions thereof. Lessen agrees mat the lenders holding any such Security Oevice shell novo MO duty, liability or obligation to perform arty of the obipanon of Lessor under this Lease. but that n the event 01 lessor's default with respocl to any such cengatl0n, Lome* will ghe any Lender wh00e name end address have boon furnished Lessee in ceding (a sudor purpose nonce of Lessors default pursuant to Paragraph 13.5. 11 any Lender shall elect to have this Lease and/or any Op0on granted hereby superior to the fen of its Smartly Device tint Shan gee mitten nonce thereof to Lessee, !Ns Lease and such Options shall b0 doomed mks to such SOWrtly Dense. helwn(1lanalrg the raabve Oates 011,:e OCCvmentarlon Or recordation thereof, 30.2 Anomment Subject to the non4oluzoance prosesaris a Paragraph 30.3. Lessee agrees to earl to a Lender or arty other parry who scquhee owner. 3)ep 0) Um Pram.eoa Sy reaSen 0(a 1000dosuro of a Security DOwca, and that in the event of serlh (aecksure. such new owner shaft not (I) be liable for any act or omission of any prior lessor or with respect o events Occurring poor to acquisition of ownership, pi) b0 sago.) to any offset 00 defenses wMM lessee mom have against any par,esso, o heli be bound by prepayment of more Man one idea's rent. 30.3 Non•Dletu(bence. With respect to Security Devices enmor001010 by Lessor ata the exew9on a Mks IOWA. Lessee's subor0fna0on Of this Lease shun Cie subject to reoerving assurance (a 'ronde31u103nce agreement') from the Lender tet Lesson's poas03sion and this Lease. incl ding any options to extend the term hereof, wig i10) to *Rutted so tong as Lessee is not In Breach hereof and att0ms to the record merger of 47 Pfemese& 30.4 Sel(•Fsacudng. The agreements contained in this Paragraph 30 shat be elected widsen the execution or any Nether documents; provided, however, that upon wenn request mom lessor or a Lender in connection with a saw, linerx7rg or refinancing of Pronnises, 103300 5114 Lessor Snob execute such further writings as may be 183800atiy requiem lo separately document any such subordlnadon or non.suboc*nv;ort atomntent and/or nondisturtur10 agroomont as Is provided for herein. 31. Attorneys' Fete. II any Part' or Broker brings an aedon or proceeding to enforce the terms hereof or dedere tights lofeurdar, the Prevailing Party (as here. alter defined) in any such proceeding, action. or appeal thereon, shall be entitled to reasonable aftxn ors' fees. Such fops may an awarded In the same Run or recovered .0 a separate sut whither or not such action or proceeding is pur3el08 10 decision or judgment. The term `PrevaNng Party" shall Include, without Ilr4- talion. a Patty or &oke who substantially obtains or debate the ro5ol 3ougM, as the case may be, whether thi compromise. settlement judgmont or the abandon- ment by Ue oma Party or Broker of its dam or (felons0. Tho attorneys' lee award shag not be compiled in acocadaricb with any court (0e sCh duce. but shall be such as to hely reimburse an attorneys' lees reasonably Incurred. Lessor shad to misdeed to attorneys' toss, costs and expensm maned in preparation and ser- vice of notices a Default and eonsvlla(ons In connection therewith, whether or not a tegaf action is subsequently conynanced In conneCton with such Dolautt or resulting Breach. 8roker(8) snort be intended Miro parry beneficiaries of this Paragraph 31. 32. Lesoor'* Access; Showing Premises; Repair,, Lasser and LessoeS agents shall nave the nerst 10 antes the P05rt1100s at any time. at the case 01 an other. goncy, and otherwise at 143500abie Umoo (00 me purpose of showing the same to prospective purcMsers, lenders. or lessees, and making such 30a50on3. repairs. ImpohementO or additions to the Promises or to the BuilOng, as leaser may reasonably deem necessary. lessor may at airy time place on or about rho Premises or 8u348(g any erdkhady 'Fen Sell' signs and Lasrrof may al any time during the lest ono hundred eighty (100) days of the tam (pool pleat on or about the PIotmses any of0inary 'For Leese' signs. AO such activities of Lessor shop be without 0betelnenl of cont a Tabery to Lessee. 33. Auctions. Lessee snag not 50nduct, nor permit 1a be conducted, either valenanly Or Invdumarky. any action Lyon the Premises :rigout first having obtained Lasses prior women consent. Nol1Mauth0ng anything to the contrary in Mw Lease. losses shall not be obigaled to exorcise any sy5ard of reasonableness in determining whether to grant such consent. 34. Signs. Lessee shad not place any sign upas the oxwdor of the Promises or the 8unbo, except tam Lessee may, with Lessors pea welkin consent, install (but not on Me noon such signs as ere feasoryably required to advertise Lessee's own business s0 long as such stone art in a beation designated by Lessor and comply with Appease* Requirements and the signage criteria osm8Ushed for the Industrial Center by Lower. The i etanatfon of any sign on the Promises by a for Lessee Shall be subject t0 mo provisions 01 Paragraph 7 (Maintenance. Repairs. Utility instillations, Trade Futures and Mambos's). Unless otherwise exp0say agreed her0111. Lors0( reserves aN rights a the use of the roof 0( Me Budding. and the rhgld 10 instal advertising signs an the 8wfang. Inducing to root which do not unreasonably interfere with m, conduct of Lessee's busl1Oci; Lessor shell be mated ell all novena ham such advsrteng 5igr3. 33. Termination; Merger. Unless specfically reed °Morwiso )n writing by Lessor, the voluntary or other aarurdr of Mrs Lease try Lessee. the mutual 101090a• Ian or pfd WU04al na0o), or a lamnoadon herded by Lessor for Breach by Lassoo, shag automatically terminate any su0toaser or lessor est1:0 in ma Premises; Provided. howovor, Lessor shad In the oven: of any such surrender. to menatlon or eah1ellatah, have the opdon to c0ndmle any one or as d are 0013tlg Sabre - nannies. Luosa'e fah(ue wnnaa ton (10) days following arty state avant tib ri5k0 a wmton @imm'a0n to t o contrary by written notice o tee (miser 01 any Sum lesser interest shall constitute 1.000(5 Roston to have EOM (NOM 5003400, ttw tan0inatlal of Wet ir000003. 38. Consents, (a) Excot* tor Parnemen 33 hereof (Auctions) oras 0thawis0 provided herein, wherever it this Leese the cement of a Paar(tryy Is required o an aCi by or t0( The other Party, such consort shall not be unreasonably withhold Or delayed. Lessors actual reanimates Cods and expanses (indi3*pg but not limned (o 320(0- 10013', attorneys', engineaV and other consultants' fees) Incased In the consideration O. or response be, a reµre 3 by Loeser for arty Lessor Co0Orn 992152543910 enssLee ro or the Premises. incbut not t firmed to cosmoses to an assignment a seeteltn9 or the proem, or use d a Hazardous Substance, shall be paid err receipt of an 0100. O and suppwdng documentation therefor. In addbw(b the deposit deserted 01 Paragraph 12.2(o), Lasser may as a Carillon t0 consideneg any such request by Lessee. require that Lessee depo0il with LOS= an armOwl d Paragraph 5) roasenabty Ca(cshlalod by Lessor to repros,m Me dost Lessor will Incl( In consideringand opo mercy g add900 td the S Sixty Deposit hold tarda saki deposit sneer he roherd00 to Losses wdhout imagist L0S$oi'6 consent for anact, to I indwell roquesl Any unused portion of 50015lutoe an adm0 lodgment mat no Defaurt or aiders by Lassoo of this Loam exlsl5, all Such Cdn Sent la0 deer10d30alvai or Otrome500 by I.0'S00 11)9!1 not &dant, except as may bu othorwige s(eeae5ally satgd to writing by Lessor at the dine of such consent. ane then axttting llequn a (b) M oendlOons to Lessors 50008nt authorized by taus Lease are adupwled9ed by Lessee ala betrg reasonable, The tadure t0 sp"Lity herein any 9,vdwlar Ccotdid0n to Lesser's cmn5Ont shad not pr Gude the. import -00S by Lessor at the lime 010ot(sert of Sud( hater a o0e0 c .s*tia* as are then re3SOR able with reference to ere oattlana matter for which Consent is berg given. 37. Guarantor. 37.) Form of Outhe forty. 11 there are b 6e any Guarantors 01 this Lease Per Paragraph 1.11. the form d the guaranty to be Marled try each sisal Guarana shad be (n the form most rocorty publlshod by mo Amencan Industria Real Ermo A,ssociadon. and each such Guraror shed hove to obuge- 50n6 as Lersee under this 10ase, inticxlrng bin not hmhed to the obligaeon :o provide 200 Tenancy Saneness and iatorno/eon requited In Parapr1ph 16 Imlisl51 /'�/� 9 AmerTENAN7-GROSS lmentarh industrial Real Estate Association 1993 -8- j 372 Aodltionel pOMy.tlate of Ouerentor. n ctud oonrJeM a Wadi of fm lessee under the taw d arty ars Gunroom fah or refuses. upon maim - ale rooted y Lased b Om (y evdsrce 0l the clue *mouton of the gamy ceded kir by tn4 Law, Including the atlhaty of dos Csair or (and d to party acting on (i(YranaY baud) to °be9ra such Guarantor de sad guaranty, and rndabn of as board d cleca a aswhabtg 9* mama of ouch gurerty. kga01• et Wet 9 cert1AcW 04 incumbency moody on 109090 tee of to perms auldrtaad b sem on 0e bead (b) anent fused statements of Gurr+or a may man the es 0(4 be requested by Lessor. (c) a Tenancy Statement or (d) wren colmakon tat M gummy 4 all in elect 341. OW* Poaeee.I ,0. Upon payment by Usesn1 el the reit Mr the Pfillinleesi and ton perbrne ss d al of to coram i*.. conations and provisions an Leeesel pet b b. °tservs° and performed under err. Lease. Leda' rut halm quid somewhat d te Ptwniaea tr M its arm heed sesafsd b at d Vie proveteas 0 Pas Lease Mk Options 39.1 wrtfrson. As wand in gw Lasso, the word 'Option` has the Wooing o eentrer W ten dept to mend tie rmt d this Looe or 10 renew this Learns e- 'troxwhVonienew - snot, •ot.'erP''oP (b} dytt otinenteeftosewfrarfkmfws ,taltrr_ atiorirtiggaito it'dt- refuse -to -to onrwopo -Lesbos a -o -Ledyne °rent liaissat atop,. weider_t�_ r—toTtyiigia 1�. the r.0. Ot tl+t'rigttL tltma. - .. hepta ern he riche-/ntcdeelo-Wi MiaeFatM -loperthee0r60ur dltesaor, runt ... - _ .. er.woodyoteasso0ror.to 01-bU g*µrtf+w otter prepay dtensor. 392 Odlene Pomona to Qig1net Lames. Each 0)abn paned b L. In tit L. 4 Desats b M Myr at Lessee muted n Parecraph 1.1 hr.d. and oano4 be memory a nrdontedy assigned or ooardeed btu any persona ate( oho tan said ertgkd Lame Mae Me origami Lessen a in N rd agar poeeeselon of to Premnec and without t)0 intention or tereaflr errs gnaq a rudeninp The Oolong. d any. Armed genal to L41aee an not esoyeade, *her es a pan of an &segment of tis Lame a tenantry or spot therefrom, and no Ration as/ be mPar+d kms tae tame In wry minea% by reeervdon or Otherwise. 39.3 Mudd* Opeons. 1n tee even) that Lessee has any middle Op*.* le wiled or raw the Lams a der °peon carnal be mused ulnae the poor Opboru to inard of renew this Loose have been verily exedsed '39.4 Man al Default on Options. (9) Los00o shall Rho no Aft 10 esonnee an Option, naenfretrsk+D any provision in he par of Option es 9* contvey (i) 4utl the prod cam rnoneng with the Ming d any notice of Dated under Paragraph 13.1 and mr*r:ng one tem rope pear! 4 corm!, or (d) caring the period of time any mam- my otegation due Lead horn Lateen is unpaid (without regard b Melva mike tearer is ek'.n leasee). ce (4) during the erne Lessee a in Breads of hes Lane, a (re) N he evert dad Lessor rias given to Lessee three (3) or more mama of separate Dreads under Par >ap i 13.1 during the heave (12) neater pen- od rnmp0atoy Oc000dag the 0x04030 of me Opoon. Muter Of ria the Daiad4 as tomol because d (chi 11* pro M Pere withal which an Option may ba Oxards.d >faa Dot be tweed a Merged by reason d Lessee's i abgety b easdw an option aapaph 39.4(3) (4) At nghta of Lessee undo( 0a Prevhwns of an Ocean shad lerninese and bed ru attar bre a elect nonrdnan6nq Lessee's due and booty 4045030 of the Option, il, Ow such morose and during the term of this Loa00, (4) Lammas lata b per b Leoor a ow. " Otrigi 90rl d Lessee Ida period d sur- ly (30) days Ma such obligation became) duo (without any 0990913119 d Lama b 0410 rloi= tams b tame), or (4) Lessor quos b lease. orae (3) or more names of waren Warts oder Paragraph 13.1 during any mono (12) moat) period, whetter or not ten (Wads se rued. or (ha) 4 Lessee corms) a Breach of eta Lease. 40. floes and negtrbtohs. lessee agrees that It whit able by, and keep ad o4mw a1 reaamdtl. Nes and regumo 79 Mules and 4* ..MVons') which LaMar may make nom time to time for 01e management. safety. cars. and demises d is pane, is man; and mooning of rendes and the peeerrdfon of good order. at me as )ter the convenience of other ooaparro a moms el the Sulam and he taest** Comm and their rwitece. 41. Security Lha.ur.!- Lessao randy acxn owledgos that the rural wade In Leda here oder dose re4 edema to coq of guard service or other Security measures, and that Lessor rail have no obligation whatsoever to posed. Qum. Lomas xaarm 4 responsibly Mr ire poescson of the Premises. Lessee. in neon and bn*.os and th.r property boon the acs of mad parneb. 42. fle.enratorne. Les)Oo ro364,19s the right, from time b one, to pard without the corners or patio d red*, such eanmanb, rights of way. unity raceways, and 06doatone out Lessor downs necessary, arta to cause the teoxd elan d prod mats and raotelona, so log es such easements, nets of way, salty face - says, dodo:bons, maps and restrictions do not roasonabty (moles with the us of to Pranboa by Lram& looses arose b sign any documents reesorater requested by lessor to effectual* any Such easement Arts, decleam 1. nap a reeaicaore. 43. Pedo.manoi Under Protest. bat any Umar a dispute Oat arise as to wry a110u1 or sun of money to Os paid by me Party to the ode order 01e minion) nosed. to Pay anent whom the obigation to pay No money 4 a ssersd lead home the ride b nub partes Inds( praised and sum payments 01 not be 1Oganad es a voluntary payment and there !Wald survw0 trio AM on ea pit of said Pay to rssRae ya for moony of such sum. b it 3141 be acyegged tAV there ma no OOgai obligation on the pat of sad Party to pay hid) son or wry pet hereof, =id Pay stew to *Aced 10 weaver Sud) same or so muds three as n ,has not legally required to pay undo/ do provisions Of this tease. 44. Authority. ff other Party hereto 4 a corporation. bust. or general or kneed patina)lip- want 4d.o U mmain9 Was Lease se on bone of such ally rape Soni and warms fist he or 5ne 40 duly aWen5.d 10 execute and dearer tis Lease on !l bglc& a lessee 4 a corporation, nest M pannohship, Lewd* mall. within dirty (30) days ante request by Lessor, 40440.(10 Le36or evidence 540495z99 b Lessor of such aunaiy. 43. Confect Any oonei5 between the printed provitiona of this Leasse std the tyes.tamt or h erdertler, Denotes !aa be 799100.0 by the typewritten d hand- written provisions. e6. Odea. Preparation of this Lease by saner lessor or Lessee d Lamort agar or Leceeeh eget wd 94h, a, of sort to 183300 Or Lessor shat not De dammed an offer b base. This Lease is not intended to be bird(g Wil 1:9094.4 ad deemed by ad Pram hereon 47. Amendments This tease may bo modeLd Dory in ward, signed by to palm n aeerea a the ate d M modiirsbn. the Pantos shoe errand to lease Min One to Me to reeed any 34u30nena that are made tote tram fits a otter res pseuds order lh4 loxia Aa long has trey 0o not mpehYy csdrg0 Lassoe'3 obl4a1arte hereunder, Lessee agrees b make such teeschable non -Isere to y moltioaane b talc Leese es may b0 ro0(04. y Insured by M e1Staktar entrance company 01 perniorl Pan Contest n commdion with the Ottairieg d normal Macro; or rNe=org d the pommy d which to Promises MI a pat 48 IRitlple Niles Except as ottlonaise expeasay provided her.sL if mote than Ore pinion or rely a nomad heron as eider Lased of Lassoo. Use 0begmbo n of such moaner partes shall be the jam and several (0sponn99y d 041 pa.ors or again mead Navin a ado lessor or lesse0. MULTI•TENANT- GP.OSS 0 Amer=rh Indiana Aeal Estate Association 1993 —.10-- LESSOR ANO LESSEE HAVE CAREFULLY READ ANO REVIEWED THIS LEASE A. YO EACH TERM MO PRGYISIDN CONTAINED HEREIN. AND BY THE E(ECU KM OF IHtS LEASE SHOW THEIR ItsfORMED AND vCWNTARY CONSENT THERETO. THE PARTIES HEREBY MMREE THAT. AT THE nME THIS LEASE IS EXECUTED. THE TERMS OF NIS LEASE ARE COMMERCIALLY PEASONAaOE» o EFFECTUATE THE INTENT AND PURPOSE OF LESSOR ANO LESSEE MTH RESPECT TO THE PREMISES. rF THrS LEASE HAS BEEN FILLED tN. IT HAS BEEN PREPAREO FOR YOUR ATTORNEYS � ST06, UNOERGRDUNSTORAGE PPROVAL FUMTIER EES SHOULD Be HAcorIL L. SULtED TO EVALUATE THE COND:nCH OF THE PROPERTY FOR THE P05S11 XON OR BY ARDOUS SUBSTANCES. NO REPRESENTAT:CN OR RECOMMENDATION IS MADE BY THE AMERICAN M0USTRtAL REAL ESTATE ASSIOR TAXGN THE REAL ESTATE BROKERS OR THEIR CONTRACTORS. AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFC:ENCY. LEGAL EFFECT. CALIFORNIATHEIRµ OVUE EL AS TO THIS LEGAOR THE TRANSACTION 10 WHICH a REIATES: THE L AND TAX CCNSEGUENCES OF THS LEASE �F THE S B1GT PROPERTY nES SHALL RELYIS EA STATE OTHER INAN OF FOOWN ATT09NEY FROM THE STATE WHERE THE PROPERTY IS LZICATEO SHOULD 8E CONSULTED. The Godes NOM have Neared this Lease at Is pace and an she Mos spaded atme cheo reapeMe sgwturea Eaemed Sr �r r -/e R, e4 Exact at: On: By LESSOR: r' J ( COP _Iiop r B'! Nand Mead: Telephoto: ( ) Facsimile: ( BROKER: Eletetie co: Akron: Froxinde:( ) NOTE: These forma aro dm manila:I to meet d anging rent/Where of !or and reeds d the Mostly. AMrays ride a cal to mete sue you ars adios Oa melt nowt km AAIERK:AN INCUSTRI L REAL ESTATE ASSOCIATION. 345 So. Figueroa St. M•I. Los kolas. CA 90071. (2t 3) 6874777. on: By LESSEE: BROKER: Exe0i at oa: Br: Name Rirmd Tdfe Maim Tekchrano: Fap5NN:) ) MULTI•TENANT—GROSS s Amarlrart Industrial Real Estate Association 1993 —11— EXHIBIT "G" FORM OF RIGHT OF ENTRY AND ACCESS AGREEMENT RIGHT OF ENTRY AND ACCESS AGREEMENT THIS RIGHT OF ENTRY AND ACCESS AGREEMENT (referred to below as "Agreement") is made and entered into as of , (the "Effective Date"), by Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common (herein referred to collectively as "Grantors"), and the CITY OF TEMECULA, a municipal corporation (herein referred to as "Grantee"). WITNESSETH: WHEREAS, Grantors are the record fee owners of the real property commonly known as 27498 Enterprise Circle West, Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 921-480-020, which is more particularly described on Exhibit "A", attached hereto and incorporated herein by reference (herein called the "Property"); and WHEREAS, Grantors and Grantee contemplate entering into a Purchase and Sale Agreement and Joint Escrow Instructions related to the Property (the "Purchase Agreement"); and WHEREAS, Grantee has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by Grantee of the Property under the Purchase Agreement; and WHEREAS, Grantors have agreed to grant to Grantee, and Grantee has agreed to accept from Grantors, a non-exclusive, revocable license to enter upon the Property to perform the Due Diligence Activities in accordance with the terms and provisions of this Agreement; and WHEREAS, Grantors and Grantee desire to execute and enter into this Agreement for the purpose of setting forth their agreement with respect to the Due Diligence Activities and Grantee's entry upon the Property. NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantors and Grantee do hereby covenant and agree as follows: G-1 11086-0166\1407814v2. doc 1. Access by Grantee. a. Subject to Grantee's compliance with the terms and provisions of this Agreement, until the earlier to occur of (i) , 20 , or (ii) the earlier termination of this Agreement, Grantee and Grantee's agents, employees, contractors, representatives and other designees (herein collectively called "Grantee's Designees") shall have the right to enter upon the Property for the purpose of conducting the Due Diligence Activities. b. Grantee expressly agrees as follows: (i) any activities by or on behalf of Grantee, including, without limitation, the entry by Grantee or Grantee's Designees onto the Property in connection with the Due Diligence Activities shall not damage the Property in any manner whatsoever or disturb or interfere with the rights or possession of any tenant on the Property, (ii) in the event the Property is altered or disturbed in any manner in connection with the Due Diligence Activities, Grantee shall immediately return the Property to the condition existing prior to the Due Diligence Activities, and (iii) Grantee, to the maximum extent allowed by law, shall indemnify, defend and hold Grantors harmless from and against any and all claims, liabilities, damages, losses, costs and expenses of any kind or nature whatsoever (including, without limitation, attorneys' fees and expenses and court costs) suffered, incurred or sustained by Grantors as a result of, by reason of, or in connection with the Due Diligence Activities or the entry by Grantee or Grantee's Designees onto the Property. Notwithstanding any provision of this Agreement to the contrary, Grantee shall not have the right to undertake any invasive activities or tests upon the Property, or any environmental testing on the Property beyond the scope of a standard "Phase I" investigation, without the prior written consent of Grantors of a workplan for such "Phase II" or invasive testing, which may be granted, denied or conditioned in Seller's sole and absolute discretion. If Grantors do not respond or reject any workplan within five (5) business days of Grantee's delivery of the written workplan proposal to Grantors pursuant to the notice provisions of this Agreement, then Grantors shall be deemed to have approved the submitted workplan and Grantee may proceed with such testing. If Grantors rejects such proposed workplan in whole or in part, then this Agreement shall become null and void at the sole option of Grantee. If Grantee terminates this Agreement under the foregoing provision, then neither party shall have any further rights, duties and obligations. 2. Lien Waivers. Upon receipt of a written request from Grantors, Grantee will provide Grantors with lien waivers following completion of the Due Diligence Activities from each and every contractor, materialman, engineer, architect and surveyor who might have lien rights, in form and substance reasonably satisfactory to Grantors and their counsel. To the extent permitted by applicable law, Grantee hereby indemnifies Grantors from and against any claims or demands for payment, or any liens or lien claims made against Grantors or the Property as a result of Grantee's Due Diligence Activities. 3. Insurance. Prior to entry onto the Property, Grantee shall, and shall cause all of Grantee's Designees performing the Due Diligence Activities to, procure or maintain a policy of commercial general liability insurance issued by an insurer reasonably satisfactory to Grantors covering each of the Due Diligence Activities with a single limit of liability (per occurrence and aggregate) of not less than $1,000,000.00, and to deliver to Grantors a certificate of insurance and copy of additional insured endorsement naming Seller as named additional insured, evidencing that such insurance is in force and effect, and evidencing that Grantors have been G-2 11086-0166 11407814v2.doc named as an additional insured thereunder with respect to the Due Diligence Activities. Such insurance shall be maintained in force throughout the term of this Agreement. 4. Successors. To the extent any rights or obligations under this Agreement remain in effect, this Agreement shall be binding upon and enforceable against, and shall inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. 5. Limitations. Grantors do not hereby convey to Grantee any right, title or interest in or to the Property, but merely grants the specific rights and privileges hereinabove set forth. 6. Notices. Whenever any notice, demand, or request is required or permitted under this Agreement, such notice, demand, or request shall be in writing and shall be delivered by hand, be sent by registered or certified mail, postage prepaid, return receipt requested, or shall be sent by nationally recognized commercial courier for next business day delivery, to the addresses set forth below the respective executions of the parties hereof, or to such other addresses as are specified by written notice given in accordance herewith, or shall be transmitted by facsimile to the number for each party set forth below, or to such other numbers as are specified by written notice given in accordance herewith. All notices, demands, or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall be deemed given on the date of deposit with the commercial courier; and those given by facsimile shall be deemed given on the date of facsimile transmittal. Nonetheless, the time period, if any, in which a response to any notice, demand, or request must be given shall commence to run from the date of receipt of the notice, demand, or request by the addressee thereof. Any notice, demand, or request not received because of changed address or facsimile number of which no notice was given as hereinabove provided or because of refusal to accept delivery shall be deemed received by the party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be. GRANTEE: City of Temecula 41000 Main Street Post Office Box 9033 Temecula, California 92589-9033 Attention: Robert C. Johnson, City Manager Facsimile: 951-694-1999 Telephone: 951-694-6444 COPY TO: Richards, Watson & Gershon Attention: Peter M. Thorson, City Attorney 355 South Grand Avenue 40th Floor Los Angeles, California 90071-3101 Facsimile: 213-626-0078 Telephone: 213-626-8484 G-3 11086-016611407814v2doc GRANTORS: Donald W. Coop, Trustee Post Office Box 1234 Temecula, California 92593-1234 Facsimile: Telephone: 7. Assignment. This Agreement may not be assigned by Grantee 8. Governing Law. This Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California. 9. Termination. This Agreement can be terminated by Grantors at any time and for any reason, or no reason, upon written notice from Grantors to Grantee. 10. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. IN WITNESS WHEREOF, Grantors and Grantee have caused this Agreement to be executed and sealed, on the day and year first written above. GRANTORS DONALD W. COOP, TRUSTEE OF THE JENNEAN COOP BYPASS TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, AND DONALD W. COOP, TRUSTEE OF THE DONALD W. COOP SURVIVOR'S TRUST UNDER THE COOP FAMILY TRUST DATED FEBRUARY 2, 2004, EACH AS TO AN UNDIVIDED FIFTY PERCENT (50%) INTEREST AS TENANTS IN COMMON Dated: By: Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust Dated February 2, 2004 as to an Undivided Fifty Percent (50%) Interest as Tenants in Common G-4 11086-0166\1407814v2doc Dated: By: Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust Dated February 2, 2004, as to an Undivided Fifty Percent (50%) Interest as Tenants in Common GRANTEE CITY OF Temecula, a municipal corporation Dated: ATTEST: Susan W. Jones, MMC, City Clerk Approved as to form: RICHARDS, WATSON & GERSHON Peter M. Thorson, City Attorney 110860166\1407814v2doc By: Robert C. Johnson, City Manager G-5 Exhibit "A" to Right of Entry Agreement LEGAL DESCRIPTION OF THE PROPERTY G-6 11086-016611407814v2.doc February 8, 2010 Sheet 1 of 1 EXHIBIT "A" LEGAL DESCRIPTION RIGHT-OF-WAY ACQUISITION (OVERLAND DRIVE) LOT 14 OF TRACT MAP NO. 16178, SITUATED IN THE CITY OF TEMECULA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, RECORDED AUGUST 8, 1986 AS SHOWN BY MAP ON FILE IN BOOK 160, PAGES 102 THROUGH 104, INCLUSIVE, OF MAPS, OFFICIAL RECORDS OF RIVERSIDE COUNTY, STATE OF CALIFORNIA. CONTAINING: 18,149 SQ. FT. OR 0.417 ACRE, MORE OR LESS. EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF. THIS LEGAL DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECTION IN CONFORMANCE WITH THE LAND SURVEYORS' ACT. BY: REX S. PLUMMER, PLS 6641 (MY LICENSE EXPIRES 12-31-2011) 0//e4o DATE LEGEND [� INDICATES RIGHT—OF—WAY ACQUISITION AREA = 18,149 SQ. FT. OR 0.417 ACRE () INDICATES RECORD DATA PER TRACT 16178 (R) INDICATES RADIAL BEARING ® LANDSCAPE MAINTENANCE AGREEMENT PER INST. 141902, RECORDED MAY 20, 1987 EASEMENT TO GENERAL TELEPHONE CO. PER INST. NO. 117514, RECORDED APRIL 29, 1987 © 10' WIDE EASEMENT FOR WATERLINES FOR FIRE PROTECTION PER INST. 225972 RECORDED JULY 6, 1989 0 15' WIDE DRAINAGE EASEMENT PER TRACT 16178 EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) CITY OF TEMECULA VICINITY MAP N REX S. PLUMMER NO. 6641 EXP. DATE 12-31-11 2//e//e) DATE SHEET 1 OF 2 SHEETS PROJECT DESIGN CONSULTANTS Planning I Engineering I Survey 701 B Street, Suite 800 619.235.6471 Tel San Diego, CA 92101 619.234.0349 Fax DATE: FEBRUARY 8, 2010 SCALE: N.T.S. JOB NO.: / / / 18 11 3 19 20 21 TRACT \ 17 \ 4)4) 22 20' \ MAP 23 16 \ 25' SCALE: 1"=100' 12 D (1 , 15 ,co\''\�0 0 f,' \e /\\ /.4)'�p \ \\ 13 7'r3ACr 12 NO 14 2 24 25 moo. P► 09 \\/.31tV N\Q' \'€)) 13 EXHIBIT "B" RIGHT-OF-WAY ACQUISITION - LOT 14 (OVERLAND DRIVE) CURVE TABLE CURVE DELTA RADIUS LENGTH C1 4'02'39" (402'49" 1483.00' 1483' 104.68' 104.75') 16178 15 1 s -v 0 4 15 \ 14 ♦ / \ / V , v \ _ti° 7777 17\iav \\7; 11 v / /18178-'3 9 10 SHEET 2 OF 2 SHEETS PROJECT DESIGN CONSULTANTS Planning 1 Engineering I Survey 701 B Street, Suite 800 619.235.6471 Tel San Diego, CA 92101 619.234.0349 Fax DATE: FEBRUARY 8, 2010 SCALE: 1"=100' JOB NO.: Exhibit "1" to Right of Entry Agreement and Access Agreement FORM OF CONSENT OF TENANT TO RIGHT OF ENTRY AND ACCESS AGREEMENT WHEREAS, Nathan E. Guy, dba Faith Armory ("Tenant") is the occupant of the real property commonly known as 27498 #1 & #2 Enterprise Circle West, Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 921-480-020 ("Property"); and WHEREAS, the record fee owners of the Property Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common (referred to below collectively as "Owners") have informed Tenant that Owners contemplate entering into a Purchase and Sale Agreement and Joint Escrow Instructions by and between the City of Temecula ("City") related to the Property (the "Purchase Agreement") and that pursuant to said Purchase Agreement, the City has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by the City of the Property under the Purchase Agreement; and WHEREAS, Owners have provided to Tenant a copy of the form of Right of Entry and Access Agreement between Owners and the City that would allow the City to conduct said Due Diligence Activities. A true and correct copy of the form of Right of Entry and Access Agreement is attached to this Consent of Tenant to Right of Entry and Access Agreement and is incorporated herein by this reference. Tenant hereby consents to the City's entry upon and access to the Property pursuant to the terms set forth in said Right of Entry and Access Agreement. Nathan E. Guy, dba Faith Armory Dated: By: Name: Title: G-7 11086-0166\1407814v2.doc FORM OF CONSENT OF TENANT TO RIGHT OF ENTRY AND ACCESS AGREEMENT WHEREAS, Ruben Valloza, dba Audio Evolution ("Tenant") is the occupant of the real property commonly known as 27498 #3 & #4 Enterprise Circle West, Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 921-480-020 ("Property"); and WHEREAS, the record fee owners of the Property Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common (referred to below collectively as "Owners") have informed Tenant that Owners contemplate entering into a Purchase and Sale Agreement and Joint Escrow Instructions by and between the City of Temecula ("City") related to the Property (the "Purchase Agreement") and that pursuant to said Purchase Agreement, the City has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by the City of the Property under the Purchase Agreement; and WHEREAS, Owners have provided to Tenant a copy of the form of Right of Entry and Access Agreement between Owners and the City that would allow the City to conduct said Due Diligence Activities. A true and correct copy of the form of Right of Entry and Access Agreement is attached to this Consent of Tenant to Right of Entry and Access Agreement and is incorporated herein by this reference. Tenant hereby consents to the City's entry upon and access to the Property pursuant to the terms set forth in said Right of Entry and Access Agreement. Ruben ValIoza, dba Audio Evolution Dated: By: Name: Title: G-8 11086-0166\1407814v2doc FORM OF CONSENT OF TENANT TO RIGHT OF ENTRY AND ACCESS AGREEMENT WHEREAS, Ruben Valloza, dba Audio Evolution ("Tenant") is the occupant of the real property commonly known as 27498 #3 & #4 Enterprise Circle West, Temecula, California, and identified as Riverside County Tax Assessor's Parcel Number 921-480-020 ("Property"); and WHEREAS, the record fee owners of the Property Donald W. Coop, Trustee of the Jennean Coop Bypass Trust Under the Coop Family Trust dated February 2, 2004, and Donald W. Coop, Trustee of the Donald W. Coop Survivor's Trust Under the Coop Family Trust dated February 2, 2004, each as to an undivided fifty percent (50%) interest as tenants in common (referred to below collectively as "Owners") have informed Tenant that Owners contemplate entering into a Purchase and Sale Agreement and Joint Escrow Instructions by and between the City of Temecula ("City") related to the Property (the "Purchase Agreement") and that pursuant to said Purchase Agreement, the City has requested the right of entry upon and access to the Property for the purpose of undertaking tests, inspections and other due diligence activities (herein called the "Due Diligence Activities") in connection with the proposed acquisition by the City of the Property under the Purchase Agreement; and WHEREAS, Owners have provided to Tenant a copy of the form of Right of Entry and Access Agreement between Owners and the City that would allow the City to conduct said Due Diligence Activities. A true and correct copy of the form of Right of Entry and Access Agreement is attached to this Consent of Tenant to Right of Entry and Access Agreement and is incorporated herein by this reference. Tenant hereby consents to the City's entry upon and access to the Property pursuant to the terms set forth in said Right of Entry and Access Agreement. Ruben Valloza, dba Audio Evolution Dated: By: Name: Title: G-9 11086-0166\1407814v2.doc k { i 30. Partitions drywall on frame 167 sl w/ door(1) 4 window (1) 1.750 1.301) 0 V i 1 t i Audio Evolution Leasehold Improvements July 7, 2011 Page 7 ITEM QTY DESCRIPTION NR/RCFi�[V LV 19. Flooring carpet 448 sf tile. ceramic 325 sf S 5.0(10 $ .3.675 0 (Picture 1.4) t 3 a. T (Picture 4) 31. Finish paint 730 sf tile. certunic 100 sf 1,550 1.150 0 (Picture I, 4) 32. Security gates folding 2- x 9' bar (skylight) 1 -31/2' x 9' - 3' x 9' 4 - 4' x 8' 5.050 3,025 0 (Picture 4) 33. Stairs wd, open frame w/ handrail (Picture 6) 400 240 0 $ 13,750 $ 9,390 $ 0 Prepared by Cracker( & Asxoc•iuws. LuL EXHIBIT "H" C 1 Faith Armory Leasehold Improvements July 8, 2011 ITEM QTY DESCRIPTION 16. Bumper posts 5 - stlkoncrete, -l' Page 6 NR/RC FMV LV $ 575 $ 290 S 0 17. Security gates 1-10'x9' 1 -'1 I' x 9' 2- 11'x8' 1 - 3' x 7' 5.600 2,800 0 (Picture 2) 18. Security bars (skylights) 3 - 4' 8' 1.395 705 0 I9. Flooring vinyl tile 96 sr 580 295 0 20. Finish paint 5.1O0sf base boards 560 If window tint 176 sr 8.925 4,475 O (Picture 1, 2, 3, 4.5) S 17,075 $ 8.565 $ 0 Prepared by (,i' krt! •l• l ss,i, iates, %kl EXHIBIT "I" Item No. 20 Approvals City Attorney Director of Finance City Manager /40 CITY OF TEMECULA AGENDA REPORT TO: City Manager/City Council FROM: Greg Butler, Director of Public Works/City Engineer DATE: February 14, 2012 SUBJECT: Temporary Street Closures for the 2012 Temecula Spring Rod Run Event (Old Town Front Street, between Moreno Road and Second Street, and other related streets) scheduled for March 9 and 10, 2012 PREPARED BY: Mayra De La Torre, Senior Engineer Steve Charette, Associate Engineer RECOMMENDATION: Receive and file the following proposed action by the City Manager: Temporarily close Old Town Front Street and other related streets for the `2012 TEMECULA SPRING ROD RUN EVENT BACKGROUND: The 2012 Temecula Spring Rod Run Event necessitates the physical closure of certain streets in the Old Town area, and related detouring, to accommodate and provide the "Street Scene" ambience that allows the free movement of pedestrian traffic by minimizing potential vehicular -pedestrian conflicts. The annual Spring Rod Run will be held in Old Town on Friday March 9'h, 2012 - 1:30 pm to 8:30 pm and Saturday March 10, 2012 - 5:30 am to 4:30 pm. This year's Temecula Spring Rod Run Event sponsors propose street closures as follows: 1. Old Town Front Street - Moreno Road (N) to Second Street 2. Sixth Street, Fifth Street, Fourth Street, Main Street, and Third Street - Mercedes Street to Murrieta Creek North -south traffic will be detoured around the event via Mercedes Street. Access is provided to handicap parking lots located at Sixth Street and Mercedes Street, and First Street at Old Town Front Street. Show car parking will be at designated parking lots and along both sides of Old Town Front Street as shown on the attached Location Map. The Old Town Parking Garage will be open with ample free parking available to the public. The entire length of Mercedes Street will open for the duration of the event starting Friday, March 9`" at 4:00pm. Access to the parking garage during the Rod Run from the north will be via Moreno Road to Mercedes Street and from the south via Old Town Front Street to Second Street to Mercedes Street. The event will require the closure of Main Street between Old Town Front Street and the Main Street Bridge. Provisions have been included to ensure public access and public parking at the Children's Museum during the road closure. The event will require assistance from the Public Works Department by providing support services for the street closure and public safety monitoring. Under Vehicle Code Section 21101, "Regulation of Highways", local authorities, for those highways under their jurisdiction, may adopt rules and regulations by ordinance or resolution for, among other instances, "temporary closing a portion of any street for celebrations, parades, local special events, and other purposes, when, in the opinion of local authorities having jurisdiction, the closing is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closing". Chapter 12.12 of the Temecula Municipal Code, Parades and Special Events, provides standards and procedures for special events on public streets, highways, sidewalks, or public right of way and authorizes the City Council or City Manager to temporarily close streets, or portions of streets, for these special events. FISCAL IMPACT: The costs for provision, placement, and retrieval of necessary warning, advisory, and barricade devices by the Department of Public Works are included in budgetary items. ATTACHMENTS: Location Map 2012 TEMECULA SPRING ROD RUN Site Plan October 9, 2012 (1:30 PM — 8:30 PM) October 10, 2012 (5:30 AM — 4:30 PM) Merchant Parking Lots End of L-12 30 Lot L-14 26 End of L-1 55 Lot L-16 13 Public Parking Structure 480 Handicap Parking: Sixth Street First Street Mercedes Street Open to Public Civic Center Parking Structure Open to Public Additional motorcycle parking at L-13 Friday evening (until 6:00 PM) Third Street closure will move up to Kid's World parking area to allow for child pickup Old Town Front Street Closes at 1:30 pm on Friday Trash Sins Portable Toilets (ADAAccessible) Road Closure _.1 Public Parking _I Parcels I- Event Headquarters Incident Command Post (ICP) Show Car Parking VA Handicap Parking - Private Lot (for Stampede Employees) au Service by Appointment Only (Customer Parking) - Merchant Parking L_ _I Motorcycle Parking 0 95 19D 380 570 760 Feet Emergency Response Area at Fire Station 12 Old Town ms map wes mady by the City of Teevewe Gaopen.c Inrameean system The map b dniv.d lion ba.e dols proatred by Me RIWnIce SAunty Musser, eep.Ment end the Tramend.bon end Lab Nenagee,ntAgency of Rverage County. The CAI, et TeMeate ensvmes ne woennlya Igoe rawns bitty lar he Irioenaapn cbfnetelad On Me Nap ONaaMinbnnsbentemeenetn nn the nap me wry.NbtpdMO one nwdiatt.n The Gene. c InlarmetO. hesten eM other noucea ohoNJ Itogr.peoe for Ino mosta,nenl bio metion T Ns -napb nein repent or MS.. M.p propene F.bnry 11, 2010 r4%te, JNnroJrOrtgrsvMartNOsama BALOARAY CIR SIXTH ST 'I 111 0 -1 L-11 t - Incident - Cr mmand J P Ist Motorcycle Parking 4FOURTH ST L-4 nVlicad luarters I 0 II o _I L-9 oA FIFTH ST z 21 .I LL' III 11 "r `__ Handicap Jarking — FIRST ST /k L -1A IIIj MAIN ST ' ( Town L-5 I L11�1 THIRD ST L it L-1 `I `SECOND ST Ciii,ic Center - �� u)g Structure / -1'i Public Parking Serviced by Boy Scouts t Handicap Parking \N-1 \on Street/ Vo a LOCATION MAP TEMECULA COMMUNITY SERVICES DISTRICT Item No. 21 ACTION MINUTES of JANUARY 24, 2012 City Council Chambers, 41000 Main Street, Temecula, California TEMECULA COMMUNITY SERVICES DISTRICT MEETING The Temecula Community Services District Meeting convened at 7:33 P.M. CALL TO ORDER: President Jeff Comerchero ROLL CALL: DIRECTORS: Edwards, Naggar, Roberts, Washington, Comerchero CSD PUBLIC COMMENTS None. CSD CONSENT CALENDAR 16 Action Minutes — Approved Staff Recommendation (5-0-0) — Director Comerchero made the motion; it was seconded by Director Edwards; and electronic vote reflected unanimous approval. RECOMMENDATION: 16.1 Approve the action minutes of January 10, 2012. CSD DIRECTOR OF COMMUNITY SERVICES REPORT CSD GENERAL MANAGERS REPORT CSD BOARD OF DIRECTORS REPORTS CSD ADJOURNMENT At 7:34 P.M., the Temecula Community Services District meeting was formally adjourned to a meeting on Tuesday, February 14, 2012, at 5:30 PM, for a Closed Session, with regular session commencing at 7:00 PM, City Council Chambers, 41000 Main Street, Temecula, California. Jeff Comerchero, President ATTEST: Susan W. Jones, MMC City Clerk/District Secretary [SEAL] CSD Action Minutes\012412 1