Agenda packet — Burbank City Council, June 2, 2026 (part 19 of 21)

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4730
QC Sample Results
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method: 8260B - Volatile Organic Compounds (GC/MS) (Continued) Lab Sample ID: 570-269739-1 MS Client Sample ID: IDW-03012026 Matrix: Solid Prep Type: Total/NA
Analysis Batch: 704464 Prep Batch: 704441
Tetrachloroethene ND 49.8 40.43 ug/Kg
Analyte
MS MS
Result Qualifier Unit
Spike
Added
Sample
Result
Sample
Qualifier
81 62 - 129
D %Rec
%Rec
Limits
Toluene 0.42 J 49.8 45.47 ug/Kg 90 68 - 125
Trichloroethene ND 49.8 68.27 ug/Kg 137 41 - 169
Trichlorofluoromethane ND 49.8 49.24 ug/Kg 99 63 - 128
Vinyl acetate ND F1 49.8 4.041 J F1 ug/Kg 8 20 - 154
Vinyl chloride ND 49.8 51.19 ug/Kg 103 59 - 125
1,2-Dichloroethane-d4 (Surr) 32 - 179
Surrogate
106
MS MS
%Recovery Qualifier Limits
4-Bromofluorobenzene (Surr) 99 80 - 120
Dibromofluoromethane (Surr) 102 58 - 147
Toluene-d8 (Surr) 97 80 - 120
Lab Sample ID: 570-269739-1 MSD Client Sample ID: IDW-03012026 Matrix: Solid Prep Type: Total/NA
Analysis Batch: 704464 Prep Batch: 704441
1,1,1,2-Tetrachloroethane ND 49.5 44.89 ug/Kg 2 23
Analyte

MSD MSD
Result Qualifier Unit
Spike
Added
Sample
Result
Sample
Qualifier RPD Limit
RPD
91 61 - 129
D %Rec
%Rec
Limits
1,1,1-Trichloroethane ND 49.5 48.99 ug/Kg 99 67 - 125 1 20 1,1,2,2-Tetrachloroethane ND 49.5 22.99 ug/Kg 46 20 - 164 21 40 1,1,2-Trichloro-1,2,2-trifluoroetha
ne
ND 49.5 46.56 ug/Kg 94 62 - 125 1 20
1,1,2-Trichloroethane ND 49.5 49.57 ug/Kg 100 52 - 134 6 25 1,1-Dichloroethane ND 49.5 55.40 ug/Kg 112 66 - 125 3 20 1,1-Dichloroethene ND 49.5 52.27 ug/Kg 106 60 - 125 1 20 1,1-Dichloropropene ND 49.5 48.45 ug/Kg 98 69 - 125 1 20 1,2,3-Trichlorobenzene ND 49.5 19.69 ug/Kg 40 20 - 145 7 39 1,2,3-Trichloropropane ND 49.5 45.46 ug/Kg 92 53 - 128 6 25 1,2,4-Trichlorobenzene ND 49.5 21.86 ug/Kg 44 20 - 146 10 38 1,2,4-Trimethylbenzene 0.49 J 49.5 40.70 ug/Kg 81 51 - 129 9 27 1,2-Dibromo-3-Chloropropane ND 49.5 44.54 ug/Kg 90 33 - 126 2 29 1,2-Dibromoethane ND 49.5 50.63 ug/Kg 102 65 - 125 4 21 1,2-Dichlorobenzene ND 49.5 38.50 ug/Kg 78 47 - 130 9 29 1,2-Dichloroethane ND 49.5 48.58 ug/Kg 98 66 - 127 2 20 1,2-Dichloropropane ND 49.5 49.36 ug/Kg 100 70 - 125 2 20 1,3,5-Trimethylbenzene ND 49.5 35.31 ug/Kg 71 50 - 132 4 29 1,3-Dichlorobenzene ND 49.5 38.67 ug/Kg 78 48 - 128 10 28 1,3-Dichloropropane ND 49.5 50.96 ug/Kg 103 66 - 125 4 20 1,4-Dichlorobenzene ND 49.5 38.80 ug/Kg 78 47 - 127 8 28 2,2-Dichloropropane ND 49.5 50.37 ug/Kg 102 61 - 128 4 20 2-Butanone (MEK) ND 49.5 47.85 ug/Kg 97 48 - 134 1 24
2-Chlorotoluene ND 49.5 38.16 ug/Kg 77 54 - 127 5 27
2-Hexanone ND 49.5 46.29 ug/Kg 94 48 - 136 3 28
4-Chlorotoluene ND 49.5 41.62 ug/Kg 84 54 - 125 7 26
4-Methyl-2-pentanone (MIBK) ND 49.5 50.88 ug/Kg 103 55 - 133 5 23 Acetone 10 J 49.5 57.38 ug/Kg 95 30 - 175 5 30
Benzene ND 49.5 47.84 ug/Kg 97 70 - 125 0 20
Bromobenzene ND 49.5 43.33 ug/Kg 88 57 - 129 7 26
Eurofins Calscience

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15 ATTACHMENT 6 - 3758
4731
QC Sample Results
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method: 8260B - Volatile Organic Compounds (GC/MS) (Continued) Lab Sample ID: 570-269739-1 MSD Client Sample ID: IDW-03012026 Matrix: Solid Prep Type: Total/NA
Analysis Batch: 704464 Prep Batch: 704441
Bromochloromethane ND 49.5 53.73 ug/Kg 5 20
Analyte

MSD MSD
Result Qualifier Unit
Spike
Added
Sample
Result
Sample
Qualifier RPD Limit
RPD
109 67 - 125
D %Rec
%Rec
Limits
Bromodichloromethane ND 49.5 48.55 ug/Kg 98 64 - 130 0 20 Bromoform ND 49.5 53.53 ug/Kg 108 49 - 133 8 27
Bromomethane ND 49.5 40.81 ug/Kg 82 30 - 149 11 31
cis-1,2-Dichloroethene ND 49.5 51.76 ug/Kg 105 71 - 125 2 20 cis-1,3-Dichloropropene ND 49.5 51.76 ug/Kg 105 63 - 126 3 20 Carbon disulfide ND 49.5 51.82 ug/Kg 105 53 - 125 2 20
Carbon tetrachloride ND 49.5 48.98 ug/Kg 99 60 - 130 1 20 Chlorobenzene ND 49.5 44.17 ug/Kg 89 65 - 125 5 22
Chloroethane ND 49.5 46.35 ug/Kg 94 51 - 131 5 21
Chloroform ND 49.5 49.61 ug/Kg 100 70 - 125 2 20
Chloromethane ND 49.5 41.91 ug/Kg 85 43 - 125 5 21
Dibromochloromethane ND 49.5 48.91 ug/Kg 99 56 - 132 2 24 Dibromomethane ND 49.5 50.01 ug/Kg 101 67 - 127 3 20
Dichlorodifluoromethane ND 49.5 47.28 ug/Kg 96 47 - 127 7 20 Ethylbenzene 0.69 J 49.5 43.01 ug/Kg 85 64 - 125 4 22
Isopropylbenzene ND 49.5 38.20 ug/Kg 77 59 - 129 5 26
Methylene Chloride ND 49.5 51.71 ug/Kg 104 60 - 125 1 20 Methyl-t-Butyl Ether (MTBE) ND 49.5 56.73 ug/Kg 115 61 - 125 7 20 Naphthalene ND 49.5 32.36 ug/Kg 65 25 - 136 10 32
n-Butylbenzene ND 49.5 28.53 ug/Kg 58 35 - 135 13 35
N-Propylbenzene ND 49.5 36.70 ug/Kg 74 52 - 131 6 27
o-Xylene 2.8 49.5 48.52 ug/Kg 92 59 - 128 2 24
m,p-Xylene 3.9 99.0 91.90 ug/Kg 89 60 - 125 2 24
p-Isopropyltoluene ND 49.5 31.55 ug/Kg 64 46 - 132 9 30 sec-Butylbenzene ND 49.5 32.38 ug/Kg 65 47 - 131 11 30
Styrene ND 49.5 42.67 ug/Kg 86 58 - 128 3 24
trans-1,2-Dichloroethene ND 49.5 53.98 ug/Kg 109 67 - 125 3 20 trans-1,3-Dichloropropene ND 49.5 50.09 ug/Kg 101 59 - 132 5 22 tert-Butylbenzene ND 49.5 36.47 ug/Kg 74 53 - 126 12 28 Tetrachloroethene ND 49.5 42.31 ug/Kg 85 62 - 129 5 21
Toluene 0.42 J 49.5 45.98 ug/Kg 92 68 - 125 1 20
Trichloroethene ND 49.5 67.97 ug/Kg 137 41 - 169 0 21
Trichlorofluoromethane ND 49.5 44.52 ug/Kg 90 63 - 128 10 20 Vinyl acetate ND F1 49.5 4.620 J F1 ug/Kg 9 20 - 154 13 40 Vinyl chloride ND 49.5 48.25 ug/Kg 97 59 - 125 6 20
1,2-Dichloroethane-d4 (Surr) 32 - 179
Surrogate
103

MSD MSD
%Recovery Qualifier Limits
4-Bromofluorobenzene (Surr) 95 80 - 120
Dibromofluoromethane (Surr) 101 58 - 147
Toluene-d8 (Surr) 97 80 - 120
Eurofins Calscience

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15 ATTACHMENT 6 - 3759
4732
QC Sample Results
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method: 8015C - Gasoline Range Organics (GRO) (GC)
Lab Sample ID: MB 570-705961/3-A Client Sample ID: Method Blank Matrix: Solid Prep Type: Total/NA
Analysis Batch: 705925 Prep Batch: 705961
RL MDL
Gasoline Range Organics (C4-C12) ND 0.099 0.044 mg/Kg 03/07/26 11:46 03/07/26 13:26 1 MB MB
Analyte Result Qualifier Unit D Prepared Analyzed Dil Fac 4-Bromofluorobenzene (Surr) 87 42 - 126 03/07/26 13:26 1 MB MB
Surrogate
03/07/26 11:46
%Recovery Qualifier Limits Prepared Analyzed Dil Fac
Lab Sample ID: LCS 570-705961/1-A Client Sample ID: Lab Control Sample Matrix: Solid Prep Type: Total/NA
Analysis Batch: 705925 Prep Batch: 705961
Gasoline Range Organics
(C4-C13)

1.98 1.871 mg/Kg
Analyte

LCS LCS
Result Qualifier Unit
Spike
Added
94 70 - 124
D %Rec
%Rec
Limits
4-Bromofluorobenzene (Surr) 42 - 126
Surrogate
78 LCS LCS
%Recovery Qualifier Limits
Lab Sample ID: LCSD 570-705961/2-A Client Sample ID: Lab Control Sample Dup Matrix: Solid Prep Type: Total/NA
Analysis Batch: 705925 Prep Batch: 705961
Gasoline Range Organics
(C4-C13)

1.98 1.989 mg/Kg 6 18
Analyte

LCSD LCSD
Result Qualifier Unit
Spike
Added RPD Limit
RPD
100 70 - 124
D %Rec
%Rec
Limits
4-Bromofluorobenzene (Surr) 42 - 126
Surrogate
88 LCSD LCSD
%Recovery Qualifier Limits
Method: 8015C - Diesel Range Organics (DRO) (GC)
Lab Sample ID: MB 570-705060/1-A Client Sample ID: Method Blank Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706159 Prep Batch: 705060
RL MDL
DRO (C13-C22) ND 4.9 4.3 mg/Kg 03/05/26 16:19 03/09/26 01:07 1 MB MB
Analyte Result Qualifier Unit D Prepared Analyzed Dil Fac ORO (C23-C40) 6.629 J 25 4.3 mg/Kg 03/05/26 16:19 03/09/26 01:07 1 n-Octacosane (Surr) 98 29 - 160 03/09/26 01:07 1
MB MB
Surrogate
03/05/26 16:19
%Recovery Qualifier Limits Prepared Analyzed Dil Fac
Lab Sample ID: LCS 570-705060/2-A Client Sample ID: Lab Control Sample Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706159 Prep Batch: 705060
Diesel Range Organics
[C10-C28]
393 434.8 mg/Kg
Analyte

LCS LCS
Result Qualifier Unit
Spike
Added
111 70 - 130
D %Rec
%Rec
Limits
Eurofins Calscience

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15 ATTACHMENT 6 - 3760
4733
QC Sample Results
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method: 8015C - Diesel Range Organics (DRO) (GC) (Continued) Lab Sample ID: LCS 570-705060/2-A Client Sample ID: Lab Control Sample Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706159 Prep Batch: 705060
n-Octacosane (Surr) 29 - 160
Surrogate
96 LCS LCS
%Recovery Qualifier Limits
Lab Sample ID: LCSD 570-705060/3-A Client Sample ID: Lab Control Sample Dup Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706159 Prep Batch: 705060
Diesel Range Organics
[C10-C28]
392 448.4 mg/Kg 3 20
Analyte

LCSD LCSD
Result Qualifier Unit
Spike
Added RPD Limit
RPD
114 70 - 130
D %Rec
%Rec
Limits
n-Octacosane (Surr) 29 - 160
Surrogate
103

LCSD LCSD
%Recovery Qualifier Limits
Method: 8082A - Polychlorinated Biphenyls (PCBs) by Gas Chromatography Lab Sample ID: MB 570-705659/1-A Client Sample ID: Method Blank Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706461 Prep Batch: 705659
RL MDL
Aroclor-1016 ND 50 39 ug/Kg 03/06/26 15:46 03/09/26 13:41 1 MB MB
Analyte Result Qualifier Unit D Prepared Analyzed Dil Fac Aroclor-1221 ND 50 39 ug/Kg 03/06/26 15:46 03/09/26 13:41 1 Aroclor-1232 ND 50 39 ug/Kg 03/06/26 15:46 03/09/26 13:41 1 Aroclor-1242 ND 50 39 ug/Kg 03/06/26 15:46 03/09/26 13:41 1 Aroclor-1248 ND 50 39 ug/Kg 03/06/26 15:46 03/09/26 13:41 1 Aroclor-1254 ND 50 25 ug/Kg 03/06/26 15:46 03/09/26 13:41 1 Aroclor-1260 ND 50 25 ug/Kg 03/06/26 15:46 03/09/26 13:41 1 DCB Decachlorobiphenyl (Surr) 104 20 - 120 03/09/26 13:41 1 MB MB
Surrogate
03/06/26 15:46
%Recovery Qualifier Limits Prepared Analyzed Dil Fac
Tetrachloro-m-xylene (Surr) 100 25 - 120 03/06/26 15:46 03/09/26 13:41 1 Lab Sample ID: LCS 570-705659/6-A Client Sample ID: Lab Control Sample Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706461 Prep Batch: 705659
Aroclor-1016 100 97.15 ug/Kg
Analyte

LCS LCS
Result Qualifier Unit
Spike
Added
97 53 - 133
D %Rec
%Rec
Limits
Aroclor-1260 100 111.6 ug/Kg 112 39 - 140
DCB Decachlorobiphenyl (Surr) 20 - 120
Surrogate
111

LCS LCS
%Recovery Qualifier Limits
Tetrachloro-m-xylene (Surr) 101 25 - 120
Eurofins Calscience

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4734
QC Sample Results
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method: 8082A - Polychlorinated Biphenyls (PCBs) by Gas Chromatography (Continued) Lab Sample ID: LCSD 570-705659/7-A Client Sample ID: Lab Control Sample Dup Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706461 Prep Batch: 705659
Aroclor-1016 100 93.32 ug/Kg 4 32
Analyte

LCSD LCSD
Result Qualifier Unit
Spike
Added RPD Limit
RPD
93 53 - 133
D %Rec
%Rec
Limits
Aroclor-1260 100 105.6 ug/Kg 106 39 - 140 6 40
DCB Decachlorobiphenyl (Surr) 20 - 120
Surrogate
110

LCSD LCSD
%Recovery Qualifier Limits
Tetrachloro-m-xylene (Surr) 99 25 - 120
Lab Sample ID: 570-269739-1 MS Client Sample ID: IDW-03012026 Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706461 Prep Batch: 705659
Aroclor-1016 ND 98.4 83.83 ug/Kg
Analyte
MS MS
Result Qualifier Unit
Spike
Added
Sample
Result
Sample
Qualifier
85 20 - 162
D %Rec
%Rec
Limits
Aroclor-1260 ND 98.4 84.69 ug/Kg 86 20 - 155
DCB Decachlorobiphenyl (Surr) 20 - 120
Surrogate
83 MS MS
%Recovery Qualifier Limits
Tetrachloro-m-xylene (Surr) 84 25 - 120
Lab Sample ID: 570-269739-1 MSD Client Sample ID: IDW-03012026 Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706461 Prep Batch: 705659
Aroclor-1016 ND 98.3 93.50 ug/Kg 11 40
Analyte

MSD MSD
Result Qualifier Unit
Spike
Added
Sample
Result
Sample
Qualifier RPD Limit
RPD
95 20 - 162
D %Rec
%Rec
Limits
Aroclor-1260 ND 98.3 95.53 ug/Kg 97 20 - 155 12 40
DCB Decachlorobiphenyl (Surr) 20 - 120
Surrogate
106

MSD MSD
%Recovery Qualifier Limits
Tetrachloro-m-xylene (Surr) 98 25 - 120
Method: 6020B - Metals (ICP/MS)
Lab Sample ID: MB 570-706167/1-A Client Sample ID: Method Blank Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706703 Prep Batch: 706167
RL MDL
Antimony ND 0.496 0.289 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 MB MB
Analyte Result Qualifier Unit D Prepared Analyzed Dil Fac Arsenic ND 0.496 0.221 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Barium ND 0.496 0.325 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Beryllium ND 0.496 0.217 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Cadmium ND 0.496 0.166 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Chromium ND 0.496 0.308 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Cobalt ND 0.496 0.185 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Copper ND 0.496 0.198 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Lead ND 0.496 0.187 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Molybdenum ND 0.496 0.277 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Eurofins Calscience

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4735
QC Sample Results
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method: 6020B - Metals (ICP/MS) (Continued)
Lab Sample ID: MB 570-706167/1-A Client Sample ID: Method Blank Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706703 Prep Batch: 706167
RL MDL
Nickel ND 0.496 0.280 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 MB MB
Analyte Result Qualifier Unit D Prepared Analyzed Dil Fac Selenium ND 0.496 0.424 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Silver ND 0.992 0.518 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Thallium ND 0.496 0.155 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Vanadium ND 0.496 0.308 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Zinc ND 4.96 2.07 mg/Kg 03/09/26 09:01 03/09/26 22:42 5 Lab Sample ID: LCS 570-706167/2-A Client Sample ID: Lab Control Sample Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706703 Prep Batch: 706167
Antimony 189 199.4 mg/Kg
Analyte

LCS LCS
Result Qualifier Unit
Spike
Added
105 80 - 120
D %Rec
%Rec
Limits
Arsenic 189 198.6 mg/Kg 105 80 - 120
Barium 189 200.1 mg/Kg 106 80 - 120
Beryllium 189 191.4 mg/Kg 101 80 - 120
Cadmium 189 194.3 mg/Kg 103 80 - 120
Chromium 189 195.7 mg/Kg 103 80 - 120
Cobalt 189 203.7 mg/Kg 108 80 - 120
Copper 189 205.7 mg/Kg 109 80 - 120
Lead 189 199.7 mg/Kg 106 80 - 120
Molybdenum 189 205.4 mg/Kg 109 80 - 120
Nickel 189 206.1 mg/Kg 109 80 - 120
Selenium 189 201.9 mg/Kg 107 80 - 120
Silver 94.5 97.99 mg/Kg 104 80 - 120
Thallium 189 199.2 mg/Kg 105 80 - 120
Vanadium 189 199.4 mg/Kg 105 80 - 120
Zinc 189 194.6 mg/Kg 103 80 - 120
Lab Sample ID: LCSD 570-706167/3-A Client Sample ID: Lab Control Sample Dup Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706703 Prep Batch: 706167
Antimony 196 207.7 mg/Kg 4 20
Analyte

LCSD LCSD
Result Qualifier Unit
Spike
Added RPD Limit
RPD
106 80 - 120
D %Rec
%Rec
Limits
Arsenic 196 205.5 mg/Kg 105 80 - 120 3 20
Barium 196 208.2 mg/Kg 106 80 - 120 4 20
Beryllium 196 198.8 mg/Kg 101 80 - 120 4 20
Cadmium 196 203.5 mg/Kg 104 80 - 120 5 20
Chromium 196 202.0 mg/Kg 103 80 - 120 3 20
Cobalt 196 211.3 mg/Kg 108 80 - 120 4 20
Copper 196 213.3 mg/Kg 109 80 - 120 4 20
Lead 196 209.9 mg/Kg 107 80 - 120 5 20
Molybdenum 196 220.6 mg/Kg 112 80 - 120 7 20
Nickel 196 212.9 mg/Kg 109 80 - 120 3 20
Selenium 196 209.0 mg/Kg 107 80 - 120 3 20
Silver 98.1 104.1 mg/Kg 106 80 - 120 6 20
Thallium 196 209.4 mg/Kg 107 80 - 120 5 20
Vanadium 196 204.1 mg/Kg 104 80 - 120 2 20
Eurofins Calscience

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4736
QC Sample Results
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method: 6020B - Metals (ICP/MS) (Continued)
Lab Sample ID: LCSD 570-706167/3-A Client Sample ID: Lab Control Sample Dup Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706703 Prep Batch: 706167
Zinc 196 202.5 mg/Kg 4 20
Analyte

LCSD LCSD
Result Qualifier Unit
Spike
Added RPD Limit
RPD
103 80 - 120
D %Rec
%Rec
Limits
Lab Sample ID: 570-269739-1 MS Client Sample ID: IDW-03012026 Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706703 Prep Batch: 706167
Antimony 0.607 F1 193 140.8 F1 mg/Kg
Analyte
MS MS
Result Qualifier Unit
Spike
Added
Sample
Result
Sample
Qualifier
73 75 - 125
D %Rec
%Rec
Limits
Arsenic 3.00 193 191.5 mg/Kg 98 75 - 125
Barium 152 193 367.6 mg/Kg 112 75 - 125
Beryllium 0.318 J 193 172.9 mg/Kg 89 75 - 125
Cadmium 0.174 J 193 187.4 mg/Kg 97 75 - 125
Chromium 31.2 193 211.4 mg/Kg 93 75 - 125
Cobalt 9.55 193 194.4 mg/Kg 96 75 - 125
Copper 23.5 193 212.4 mg/Kg 98 75 - 125
Lead 7.27 193 197.4 mg/Kg 98 75 - 125
Molybdenum 5.47 193 199.7 mg/Kg 101 75 - 125
Nickel 15.6 193 200.0 mg/Kg 95 75 - 125
Selenium 1.11 193 192.3 mg/Kg 99 75 - 125
Silver ND 96.5 95.34 mg/Kg 99 75 - 125
Thallium ND F1 193 131.3 F1 mg/Kg 68 75 - 125
Vanadium 47.5 193 229.9 mg/Kg 94 75 - 125
Zinc 93.3 193 285.3 mg/Kg 99 75 - 125
Lab Sample ID: 570-269739-1 MSD Client Sample ID: IDW-03012026 Matrix: Solid Prep Type: Total/NA
Analysis Batch: 706703 Prep Batch: 706167
Antimony 0.607 F1 198 142.1 F1 mg/Kg 1 20
Analyte

MSD MSD
Result Qualifier Unit
Spike
Added
Sample
Result
Sample
Qualifier RPD Limit
RPD
71 75 - 125
D %Rec
%Rec
Limits
Arsenic 3.00 198 193.4 mg/Kg 96 75 - 125 1 20
Barium 152 198 363.5 mg/Kg 107 75 - 125 1 20
Beryllium 0.318 J 198 172.7 mg/Kg 87 75 - 125 0 20
Cadmium 0.174 J 198 188.0 mg/Kg 95 75 - 125 0 20
Chromium 31.2 198 211.8 mg/Kg 91 75 - 125 0 20
Cobalt 9.55 198 193.0 mg/Kg 92 75 - 125 1 20
Copper 23.5 198 213.3 mg/Kg 96 75 - 125 0 20
Lead 7.27 198 199.4 mg/Kg 97 75 - 125 1 20
Molybdenum 5.47 198 206.1 mg/Kg 101 75 - 125 3 20
Nickel 15.6 198 201.5 mg/Kg 94 75 - 125 1 20
Selenium 1.11 198 193.6 mg/Kg 97 75 - 125 1 20
Silver ND 99.1 95.39 mg/Kg 96 75 - 125 0 20
Thallium ND F1 198 129.1 F1 mg/Kg 65 75 - 125 2 20
Vanadium 47.5 198 230.9 mg/Kg 92 75 - 125 0 20
Zinc 93.3 198 288.6 mg/Kg 98 75 - 125 1 20
Eurofins Calscience

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4737
QC Association Summary
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company

GC/MS VOA
Prep Batch: 704441
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 5030C
MB 570-704441/5-A Method Blank Total/NA Solid 5030C
LCS 570-704441/1-A Lab Control Sample Total/NA Solid 5030C LCSD 570-704441/2-A Lab Control Sample Dup Total/NA Solid 5030C 570-269739-1 MS IDW-03012026 Total/NA Solid 5030C
570-269739-1 MSD IDW-03012026 Total/NA Solid 5030C
Analysis Batch: 704464
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 8260B 704441
MB 570-704441/5-A Method Blank Total/NA Solid 8260B 704441 LCS 570-704441/1-A Lab Control Sample Total/NA Solid 8260B 704441 LCSD 570-704441/2-A Lab Control Sample Dup Total/NA Solid 8260B 704441 570-269739-1 MS IDW-03012026 Total/NA Solid 8260B 704441 570-269739-1 MSD IDW-03012026 Total/NA Solid 8260B 704441 GC VOA
Analysis Batch: 705925
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 8015C 705961
MB 570-705961/3-A Method Blank Total/NA Solid 8015C 705961 LCS 570-705961/1-A Lab Control Sample Total/NA Solid 8015C 705961 LCSD 570-705961/2-A Lab Control Sample Dup Total/NA Solid 8015C 705961 Prep Batch: 705961
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 5030C
MB 570-705961/3-A Method Blank Total/NA Solid 5030C
LCS 570-705961/1-A Lab Control Sample Total/NA Solid 5030C LCSD 570-705961/2-A Lab Control Sample Dup Total/NA Solid 5030C GC Semi VOA
Prep Batch: 705060
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid Rotary Shaker
MB 570-705060/1-A Method Blank Total/NA Solid Rotary Shaker LCS 570-705060/2-A Lab Control Sample Total/NA Solid Rotary Shaker LCSD 570-705060/3-A Lab Control Sample Dup Total/NA Solid Rotary Shaker Prep Batch: 705659
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 3546
MB 570-705659/1-A Method Blank Total/NA Solid 3546
LCS 570-705659/6-A Lab Control Sample Total/NA Solid 3546 LCSD 570-705659/7-A Lab Control Sample Dup Total/NA Solid 3546 570-269739-1 MS IDW-03012026 Total/NA Solid 3546
570-269739-1 MSD IDW-03012026 Total/NA Solid 3546
Eurofins Calscience

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4738
QC Association Summary
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
GC Semi VOA
Analysis Batch: 706159
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 8015C 705060
MB 570-705060/1-A Method Blank Total/NA Solid 8015C 705060 LCS 570-705060/2-A Lab Control Sample Total/NA Solid 8015C 705060 LCSD 570-705060/3-A Lab Control Sample Dup Total/NA Solid 8015C 705060 Analysis Batch: 706461
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 8082A 705659
MB 570-705659/1-A Method Blank Total/NA Solid 8082A 705659 LCS 570-705659/6-A Lab Control Sample Total/NA Solid 8082A 705659 LCSD 570-705659/7-A Lab Control Sample Dup Total/NA Solid 8082A 705659 570-269739-1 MS IDW-03012026 Total/NA Solid 8082A 705659 570-269739-1 MSD IDW-03012026 Total/NA Solid 8082A 705659 Metals
Prep Batch: 706167
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 3051A
MB 570-706167/1-A Method Blank Total/NA Solid 3051A
LCS 570-706167/2-A Lab Control Sample Total/NA Solid 3051A LCSD 570-706167/3-A Lab Control Sample Dup Total/NA Solid 3051A 570-269739-1 MS IDW-03012026 Total/NA Solid 3051A
570-269739-1 MSD IDW-03012026 Total/NA Solid 3051A
Analysis Batch: 706703
Lab Sample ID Client Sample ID Prep Type Matrix Method Prep Batch 570-269739-1 IDW-03012026 Total/NA Solid 6020B 706167
MB 570-706167/1-A Method Blank Total/NA Solid 6020B 706167 LCS 570-706167/2-A Lab Control Sample Total/NA Solid 6020B 706167 LCSD 570-706167/3-A Lab Control Sample Dup Total/NA Solid 6020B 706167 570-269739-1 MS IDW-03012026 Total/NA Solid 6020B 706167 570-269739-1 MSD IDW-03012026 Total/NA Solid 6020B 706167 Eurofins Calscience

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4739
Lab Chronicle
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Client Sample ID: IDW-03012026 Lab Sample ID: 570-269739-1 Date Collected: 03/01/26 14:00 Matrix: Solid
Date Received: 03/02/26 11:45
Prep 5030C 704441 03/04/26 15:51 NR EET CAL 4
Type
Batch
Method
Batch
Prep Type Run Analyst Lab
Prepared
or Analyzed
Initial
Amount Amount
Final Batch
Factor Number
Dil
Total/NA 5.02 g 5 mL
Total/NA Analysis 8260B 1 5 g 5 mL 704464 03/04/26 21:55 NR EET CAL 4 Instrument ID: GCMSLL
Total/NA Prep 5030C 5.00 g 5 mL 705961 03/07/26 11:46 YD9V EET CAL 4 Total/NA Analysis 8015C 1 5 g 5 mL 705925 03/07/26 18:24 YD9V EET CAL 4 Instrument ID: GC73
Total/NA Prep Rotary Shaker 10.18 g 10 mL 705060 03/05/26 16:20 WN3I EET CAL 4 Total/NA Analysis 8015C 1 10 mL 10 mL 706159 03/09/26 03:16 NR EET CAL 4 Instrument ID: GC50A
Total/NA Prep 3546 20.35 g 10 mL 705659 03/06/26 15:48 C5G3 EET CAL 4 Total/NA Analysis 8082A 1 1 mL 1 mL 706461 03/09/26 13:14 SP9M EET CAL 4 Instrument ID: GC58
Total/NA Prep 3051A 0.5065 g 50 mL 706167 03/09/26 09:01 SXN8 EET CAL 4 Total/NA Analysis 6020B 5 706703 03/09/26 22:51 P1R EET CAL 4 Instrument ID: ICPMS11
Laboratory References:

EET CAL 4 = Eurofins Calscience Tustin, 2841 Dow Avenue, Tustin, CA 92780, TEL (714)895-5494 Eurofins Calscience

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4740
Accreditation/Certification Summary
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Laboratory: Eurofins Calscience
Unless otherwise noted, all analytes for this laboratory were covered under each accreditation/certification below.

Authority Program Identification Number Expiration Date California State 3082 07-31-26
The following analytes are included in this report, but the laboratory is not certified by the governing authority. This list may include analytes for which the agency does not offer certification.

Analysis Method Prep Method Matrix Analyte
8260B 5030C Solid 1,1,2-Trichloro-1,2,2-trifluoroethane 8260B 5030C Solid 1,1-Dichloropropene
8260B 5030C Solid 1,2,3-Trichlorobenzene
8260B 5030C Solid 1,2,4-Trimethylbenzene
8260B 5030C Solid 1,3,5-Trimethylbenzene
8260B 5030C Solid 1,3-Dichloropropane
8260B 5030C Solid 2,2-Dichloropropane
8260B 5030C Solid 2-Butanone (MEK)
8260B 5030C Solid 2-Chlorotoluene
8260B 5030C Solid 2-Hexanone
8260B 5030C Solid Acetone
8260B 5030C Solid Isopropylbenzene
8260B 5030C Solid p-Isopropyltoluene
8260B 5030C Solid Vinyl acetate
Oregon NELAP 4175 02-02-27
Eurofins Calscience

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4741
Method Summary
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Method Method Description Protocol Laboratory
8260B Volatile Organic Compounds (GC/MS) SW846 EET CAL 4 8015C Gasoline Range Organics (GRO) (GC) SW846 EET CAL 4 8015C Diesel Range Organics (DRO) (GC) EPA EET CAL 4
8082A Polychlorinated Biphenyls (PCBs) by Gas Chromatography SW846 EET CAL 4 6020B Metals (ICP/MS) SW846 EET CAL 4
3051A Preparation, Metals, Microwave Assisted SW846 EET CAL 4 3546 Microwave Extraction SW846 EET CAL 4
5030C Purge and Trap SW846 EET CAL 4
Rotary Shaker Rotary Shaker Extraction None EET CAL 4
Protocol References:

EPA = US Environmental Protection Agency
None = None
SW846 = "Test Methods For Evaluating Solid Waste, Physical/Chemical Methods", Third Edition, November 1986 And Its Updates.

Laboratory References:

EET CAL 4 = Eurofins Calscience Tustin, 2841 Dow Avenue, Tustin, CA 92780, TEL (714)895-5494 Eurofins Calscience

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15 ATTACHMENT 6 - 3769
4742
Sample Summary
Client: EKI Environment & Water Inc Job ID: 570-269739-1 Project/Site: Borrmann Steel Company
Lab Sample ID Client Sample ID Matrix Collected Received Sample Origin 570-269739-1 IDW-03012026 Solid 03/01/26 14:00 03/02/26 11:45 California Eurofins Calscience

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15 ATTACHMENT 6 - 3770
4743

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4744
Login Sample Receipt Checklist
Client: EKI Environment & Water Inc Job Number: 570-269739-1 Login Number: 269739
Question Answer Comment
Creator: Patel, Jayesh
List Source: Eurofins Calscience
List Number: 1
Radioactivity wasn't checked or is </= background as measured by a survey N/A meter.

The cooler's custody seal, if present, is intact. True
Sample custody seals, if present, are intact. True
The cooler or samples do not appear to have been compromised or True tampered with.

Samples were received on ice. True
Cooler Temperature is acceptable. True
Cooler Temperature is recorded. True
COC is present. True
COC is filled out in ink and legible. True
COC is filled out with all pertinent information. True
Is the Field Sampler's name present on COC? True
There are no discrepancies between the containers received and the COC. True Samples are received within Holding Time (excluding tests with immediate True HTs)
Sample containers have legible labels. True
Containers are not broken or leaking. True
Sample collection date/times are provided. True
Appropriate sample containers are used. True
Sample bottles are completely filled. True
Sample Preservation Verified. True
There is sufficient vol. for all requested analyses, incl. any requested True MS/MSDs
Containers requiring zero headspace have no headspace or bubble is True <6mm (1/4").

Multiphasic samples are not present. True
Samples do not require splitting or compositing. True
Residual Chlorine Checked. N/A
Eurofins Calscience Page 35 of 35 3/12/2026
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4745
EKI Environmental & Water, Inc
Irvine, CA 92614
17880 Fitch
Kian Lew
Enclosed is the analytical report for the above referenced project. The data herein applies to samples as received by H&P Mobile Geochemistry, Inc. on 07-Mar-26 which were analyzed in accordance with the attached Chain of Custody record(s).

The results for all sample analyses and required QA/QC analyses are presented in the following sections and summarized in the documents:
• Sample Summary
• Case Narrative (if applicable)
• Sample Results
• Quality Control Summary
• Notes and Definitions / Appendix
• Chain of Custody
• Sampling Logs (if applicable)
Unless otherwise noted, I certify that all analyses were performed and reviewed in compliance with our Quality Systems Manual and Standard Operating Procedures. This report shall not be reproduced, except in full, without the written approval of H&P Mobile Geochemistry, Inc.

We at H&P Mobile Geochemistry, Inc. sincerely appreciate the opportunity to provide analytical services to you on this project. If you have any questions or concerns regarding this analytical report, please contact me at your convenience at 760-804-9678.

Sincerely,
16 March 2026
Kristin Beckley
Quality Assurance Officer
H&P Mobile Geochemistry, Inc. is accredited under the National Laboratory Accreditation Program (NELAP) and the Department of Defense Environmental Laboratory Accreditation Program (DoD-ELAP), operating in accordance with international standard ISO/IEC 17025:2005 for the fields of proficiency and analytes listed on the applicable certificates. The certificates for EPA Method TO-15 and H&P Method 8260SV (modified EPA 8260B) can be found at www.handpmg.com, including accreditation certificate numbers, expiration of certificates, and scope of accreditation including matrix of accreditation. Vehicle Identification Numbers are included on the certifications for mobile lab analysis , if applicable. Fields of services and analytes contained in this report that are not listed on the certificates should be considered uncertified or Client Project: C50221.01 / 110 W Olive Ave
H&P Project: MC030726-L4
Dear Kian Lew:

P 1.800.834.9888 / 760.804.9678 F 760.804.9159 W handpmg.com Quality. Accuracy. Experience. 2470 Impala Drive, Carlsbad, CA 92010 & Field Office - Signal Hill, CA Geochemistry Inc.

Mobile

Page 1 of 17 ends

ATTACHMENT 6 - 3773
4746
Project:

Project Number:

Project Manager:

Reported:

EKI Environmental & Water, Inc
17880 Fitch
MC030726-L4
C50221.01 / 110 W Olive Ave
Irvine, CA 92614 Kian Lew 16-Mar-26 14:18
2470 Impala Drive
Carlsbad, CA 92010
760-804-9678 Phone
760-804-9159 Fax
H&P Mobile
Geochemistry Inc.

Sample ID Laboratory ID Matrix Date Sampled

ANALYTICAL REPORT FOR SAMPLES
Date Received
EKI-VP-1 E603027-01 Vapor 07-Mar-26 07-Mar-26
EKI-VP-1 REP E603027-02 Vapor 07-Mar-26 07-Mar-26
EKI-VP-4 E603027-03 Vapor 07-Mar-26 07-Mar-26
EKI-VP-3 E603027-04 Vapor 07-Mar-26 07-Mar-26
EKI-VP-2 E603027-05 Vapor 07-Mar-26 07-Mar-26

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ATTACHMENT 6 - 3774
4747
Project:

Project Number:

Project Manager:

Reported:

DETECTIONS SUMMARY
Sample ID: Laboratory ID:

Analyte Result Limit Units Method
EKI-VP-1 E603027-01
Notes
Reporting
Tetrachloroethene 15 10 ug/m3 H&P 8260SV
Sample ID: Laboratory ID:

Analyte Result Limit Units Method
EKI-VP-1 REP E603027-02
Notes
Reporting
Tetrachloroethene 13 10 ug/m3 H&P 8260SV
Sample ID: Laboratory ID:

Analyte Result Limit Units Method
EKI-VP-4 E603027-03
Notes
Reporting
Tetrachloroethene 820 10 ug/m3 H&P 8260SV
Sample ID: Laboratory ID:

Analyte Result Limit Units Method
EKI-VP-3 E603027-04
Notes
Reporting
Trichloroethene 82 10 ug/m3 H&P 8260SV
Tetrachloroethene 990 10 ug/m3 H&P 8260SV
Sample ID: Laboratory ID:

Analyte Result Limit Units Method
EKI-VP-2 E603027-05
Notes
Reporting
Tetrachloroethene 15 10 ug/m3 H&P 8260SV

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ATTACHMENT 6 - 3775
4748
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-1 (E603027-01) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 1,1-Difluoroethane (LCC) ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Dichlorodifluoromethane (F12) ND 50 " " " " " "
Chloromethane ND 50 " " " " " "
Vinyl chloride ND 5.0 " " " " " "
Bromomethane ND 50 " " " " " "
Chloroethane ND 50 " " " " " "
Trichlorofluoromethane (F11) ND 50 " " " " " "
1,1-Dichloroethene ND 50 " " " " " "
1,1,2 Trichlorotrifluoroethane (F113) ND 50 " " " " " " Methylene chloride (Dichloromethane) ND 50 " " " " " "
Methyl tertiary-butyl ether (MTBE) ND 50 " " " " " "
trans-1,2-Dichloroethene ND 50 " " " " " "
1,1-Dichloroethane ND 50 " " " " " "
2,2-Dichloropropane ND 50 " " " " " "
cis-1,2-Dichloroethene ND 50 " " " " " "
Chloroform ND 10 " " " " " "
Bromochloromethane ND 50 " " " " " "
1,1,1-Trichloroethane ND 50 " " " " " "
1,1-Dichloropropene ND 50 " " " " " "
Carbon tetrachloride ND 10 " " " " " "
1,2-Dichloroethane (EDC) ND 10 " " " " " "
Benzene ND 10 " " " " " "
Trichloroethene ND 10 " " " " " "
1,2-Dichloropropane ND 50 " " " " " "
Bromodichloromethane ND 50 " " " " " "
Dibromomethane ND 50 " " " " " "
cis-1,3-Dichloropropene ND 50 " " " " " "
Toluene ND 100 " " " " " "
trans-1,3-Dichloropropene ND 50 " " " " " "
1,1,2-Trichloroethane ND 50 " " " " " "
1,2-Dibromoethane (EDB) ND 50 " " " " " "
1,3-Dichloropropane ND 50 " " " " " "
Tetrachloroethene 15 10 " " " " " "
Dibromochloromethane ND 50 " " " " " "
Chlorobenzene ND 10 " " " " " "
Ethylbenzene ND 50 " " " " " "
1,1,1,2-Tetrachloroethane ND 50 " " " " " "
m,p-Xylene ND 50 " " " " " "

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4749
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-1 (E603027-01) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 o-Xylene ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Styrene ND 50 " " " " " "
Bromoform ND 50 " " " " " "
Isopropylbenzene (Cumene) ND 50 " " " " " "
1,1,2,2-Tetrachloroethane ND 50 " " " " " "
1,2,3-Trichloropropane ND 50 " " " " " "
n-Propylbenzene ND 50 " " " " " "
Bromobenzene ND 50 " " " " " "
1,3,5-Trimethylbenzene ND 50 " " " " " "
2-Chlorotoluene ND 50 " " " " " "
4-Chlorotoluene ND 50 " " " " " "
tert-Butylbenzene ND 50 " " " " " "
1,2,4-Trimethylbenzene ND 50 " " " " " "
sec-Butylbenzene ND 50 " " " " " "
p-Isopropyltoluene ND 50 " " " " " "
1,3-Dichlorobenzene ND 50 " " " " " "
1,4-Dichlorobenzene ND 50 " " " " " "
n-Butylbenzene ND 50 " " " " " "
1,2-Dichlorobenzene ND 50 " " " " " "
1,2-Dibromo-3-chloropropane ND 500 " " " " " "
1,2,4-Trichlorobenzene ND 50 " " " " " "
Hexachlorobutadiene ND 50 " " " " " "
Naphthalene ND 10 " " " " " "
1,2,3-Trichlorobenzene ND 50 " " " " " "
Surrogate: Dibromofluoromethane 99.1 % 75-125 " " " "
Surrogate: 1,2-Dichloroethane-d4 97.6 % 75-125 " " " "
Surrogate: Toluene-d8 110 % 75-125 " " " "
Surrogate: 4-Bromofluorobenzene 97.5 % 75-125 " " " "

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ATTACHMENT 6 - 3777
4750
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-1 REP (E603027-02) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 1,1-Difluoroethane (LCC) ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Dichlorodifluoromethane (F12) ND 50 " " " " " "
Chloromethane ND 50 " " " " " "
Vinyl chloride ND 5.0 " " " " " "
Bromomethane ND 50 " " " " " "
Chloroethane ND 50 " " " " " "
Trichlorofluoromethane (F11) ND 50 " " " " " "
1,1-Dichloroethene ND 50 " " " " " "
1,1,2 Trichlorotrifluoroethane (F113) ND 50 " " " " " " Methylene chloride (Dichloromethane) ND 50 " " " " " "
Methyl tertiary-butyl ether (MTBE) ND 50 " " " " " "
trans-1,2-Dichloroethene ND 50 " " " " " "
1,1-Dichloroethane ND 50 " " " " " "
2,2-Dichloropropane ND 50 " " " " " "
cis-1,2-Dichloroethene ND 50 " " " " " "
Chloroform ND 10 " " " " " "
Bromochloromethane ND 50 " " " " " "
1,1,1-Trichloroethane ND 50 " " " " " "
1,1-Dichloropropene ND 50 " " " " " "
Carbon tetrachloride ND 10 " " " " " "
1,2-Dichloroethane (EDC) ND 10 " " " " " "
Benzene ND 10 " " " " " "
Trichloroethene ND 10 " " " " " "
1,2-Dichloropropane ND 50 " " " " " "
Bromodichloromethane ND 50 " " " " " "
Dibromomethane ND 50 " " " " " "
cis-1,3-Dichloropropene ND 50 " " " " " "
Toluene ND 100 " " " " " "
trans-1,3-Dichloropropene ND 50 " " " " " "
1,1,2-Trichloroethane ND 50 " " " " " "
1,2-Dibromoethane (EDB) ND 50 " " " " " "
1,3-Dichloropropane ND 50 " " " " " "
Tetrachloroethene 13 10 " " " " " "
Dibromochloromethane ND 50 " " " " " "
Chlorobenzene ND 10 " " " " " "
Ethylbenzene ND 50 " " " " " "
1,1,1,2-Tetrachloroethane ND 50 " " " " " "
m,p-Xylene ND 50 " " " " " "

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ATTACHMENT 6 - 3778
4751
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-1 REP (E603027-02) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 o-Xylene ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Styrene ND 50 " " " " " "
Bromoform ND 50 " " " " " "
Isopropylbenzene (Cumene) ND 50 " " " " " "
1,1,2,2-Tetrachloroethane ND 50 " " " " " "
1,2,3-Trichloropropane ND 50 " " " " " "
n-Propylbenzene ND 50 " " " " " "
Bromobenzene ND 50 " " " " " "
1,3,5-Trimethylbenzene ND 50 " " " " " "
2-Chlorotoluene ND 50 " " " " " "
4-Chlorotoluene ND 50 " " " " " "
tert-Butylbenzene ND 50 " " " " " "
1,2,4-Trimethylbenzene ND 50 " " " " " "
sec-Butylbenzene ND 50 " " " " " "
p-Isopropyltoluene ND 50 " " " " " "
1,3-Dichlorobenzene ND 50 " " " " " "
1,4-Dichlorobenzene ND 50 " " " " " "
n-Butylbenzene ND 50 " " " " " "
1,2-Dichlorobenzene ND 50 " " " " " "
1,2-Dibromo-3-chloropropane ND 500 " " " " " "
1,2,4-Trichlorobenzene ND 50 " " " " " "
Hexachlorobutadiene ND 50 " " " " " "
Naphthalene ND 10 " " " " " "
1,2,3-Trichlorobenzene ND 50 " " " " " "
Surrogate: Dibromofluoromethane 95.8 % 75-125 " " " "
Surrogate: 1,2-Dichloroethane-d4 101 % 75-125 " " " "
Surrogate: Toluene-d8 109 % 75-125 " " " "
Surrogate: 4-Bromofluorobenzene 98.5 % 75-125 " " " "

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ATTACHMENT 6 - 3779
4752
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-4 (E603027-03) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 1,1-Difluoroethane (LCC) ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Dichlorodifluoromethane (F12) ND 50 " " " " " "
Chloromethane ND 50 " " " " " "
Vinyl chloride ND 5.0 " " " " " "
Bromomethane ND 50 " " " " " "
Chloroethane ND 50 " " " " " "
Trichlorofluoromethane (F11) ND 50 " " " " " "
1,1-Dichloroethene ND 50 " " " " " "
1,1,2 Trichlorotrifluoroethane (F113) ND 50 " " " " " " Methylene chloride (Dichloromethane) ND 50 " " " " " "
Methyl tertiary-butyl ether (MTBE) ND 50 " " " " " "
trans-1,2-Dichloroethene ND 50 " " " " " "
1,1-Dichloroethane ND 50 " " " " " "
2,2-Dichloropropane ND 50 " " " " " "
cis-1,2-Dichloroethene ND 50 " " " " " "
Chloroform ND 10 " " " " " "
Bromochloromethane ND 50 " " " " " "
1,1,1-Trichloroethane ND 50 " " " " " "
1,1-Dichloropropene ND 50 " " " " " "
Carbon tetrachloride ND 10 " " " " " "
1,2-Dichloroethane (EDC) ND 10 " " " " " "
Benzene ND 10 " " " " " "
Trichloroethene ND 10 " " " " " "
1,2-Dichloropropane ND 50 " " " " " "
Bromodichloromethane ND 50 " " " " " "
Dibromomethane ND 50 " " " " " "
cis-1,3-Dichloropropene ND 50 " " " " " "
Toluene ND 100 " " " " " "
trans-1,3-Dichloropropene ND 50 " " " " " "
1,1,2-Trichloroethane ND 50 " " " " " "
1,2-Dibromoethane (EDB) ND 50 " " " " " "
1,3-Dichloropropane ND 50 " " " " " "
Tetrachloroethene 820 10 " " " " " "
Dibromochloromethane ND 50 " " " " " "
Chlorobenzene ND 10 " " " " " "
Ethylbenzene ND 50 " " " " " "
1,1,1,2-Tetrachloroethane ND 50 " " " " " "
m,p-Xylene ND 50 " " " " " "

Page 8 of 17 ends

ATTACHMENT 6 - 3780
4753
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-4 (E603027-03) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 o-Xylene ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Styrene ND 50 " " " " " "
Bromoform ND 50 " " " " " "
Isopropylbenzene (Cumene) ND 50 " " " " " "
1,1,2,2-Tetrachloroethane ND 50 " " " " " "
1,2,3-Trichloropropane ND 50 " " " " " "
n-Propylbenzene ND 50 " " " " " "
Bromobenzene ND 50 " " " " " "
1,3,5-Trimethylbenzene ND 50 " " " " " "
2-Chlorotoluene ND 50 " " " " " "
4-Chlorotoluene ND 50 " " " " " "
tert-Butylbenzene ND 50 " " " " " "
1,2,4-Trimethylbenzene ND 50 " " " " " "
sec-Butylbenzene ND 50 " " " " " "
p-Isopropyltoluene ND 50 " " " " " "
1,3-Dichlorobenzene ND 50 " " " " " "
1,4-Dichlorobenzene ND 50 " " " " " "
n-Butylbenzene ND 50 " " " " " "
1,2-Dichlorobenzene ND 50 " " " " " "
1,2-Dibromo-3-chloropropane ND 500 " " " " " "
1,2,4-Trichlorobenzene ND 50 " " " " " "
Hexachlorobutadiene ND 50 " " " " " "
Naphthalene ND 10 " " " " " "
1,2,3-Trichlorobenzene ND 50 " " " " " "
Surrogate: Dibromofluoromethane 93.6 % 75-125 " " " "
Surrogate: 1,2-Dichloroethane-d4 95.8 % 75-125 " " " "
Surrogate: Toluene-d8 110 % 75-125 " " " "
Surrogate: 4-Bromofluorobenzene 95.1 % 75-125 " " " "

Page 9 of 17 ends

ATTACHMENT 6 - 3781
4754
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-3 (E603027-04) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 1,1-Difluoroethane (LCC) ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Dichlorodifluoromethane (F12) ND 50 " " " " " "
Chloromethane ND 50 " " " " " "
Vinyl chloride ND 5.0 " " " " " "
Bromomethane ND 50 " " " " " "
Chloroethane ND 50 " " " " " "
Trichlorofluoromethane (F11) ND 50 " " " " " "
1,1-Dichloroethene ND 50 " " " " " "
1,1,2 Trichlorotrifluoroethane (F113) ND 50 " " " " " " Methylene chloride (Dichloromethane) ND 50 " " " " " "
Methyl tertiary-butyl ether (MTBE) ND 50 " " " " " "
trans-1,2-Dichloroethene ND 50 " " " " " "
1,1-Dichloroethane ND 50 " " " " " "
2,2-Dichloropropane ND 50 " " " " " "
cis-1,2-Dichloroethene ND 50 " " " " " "
Chloroform ND 10 " " " " " "
Bromochloromethane ND 50 " " " " " "
1,1,1-Trichloroethane ND 50 " " " " " "
1,1-Dichloropropene ND 50 " " " " " "
Carbon tetrachloride ND 10 " " " " " "
1,2-Dichloroethane (EDC) ND 10 " " " " " "
Benzene ND 10 " " " " " "
Trichloroethene 82 10 " " " " " "
1,2-Dichloropropane ND 50 " " " " " "
Bromodichloromethane ND 50 " " " " " "
Dibromomethane ND 50 " " " " " "
cis-1,3-Dichloropropene ND 50 " " " " " "
Toluene ND 100 " " " " " "
trans-1,3-Dichloropropene ND 50 " " " " " "
1,1,2-Trichloroethane ND 50 " " " " " "
1,2-Dibromoethane (EDB) ND 50 " " " " " "
1,3-Dichloropropane ND 50 " " " " " "
Tetrachloroethene 990 10 " " " " " "
Dibromochloromethane ND 50 " " " " " "
Chlorobenzene ND 10 " " " " " "
Ethylbenzene ND 50 " " " " " "
1,1,1,2-Tetrachloroethane ND 50 " " " " " "
m,p-Xylene ND 50 " " " " " "

Page 10 of 17 ends

ATTACHMENT 6 - 3782
4755
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-3 (E603027-04) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 o-Xylene ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Styrene ND 50 " " " " " "
Bromoform ND 50 " " " " " "
Isopropylbenzene (Cumene) ND 50 " " " " " "
1,1,2,2-Tetrachloroethane ND 50 " " " " " "
1,2,3-Trichloropropane ND 50 " " " " " "
n-Propylbenzene ND 50 " " " " " "
Bromobenzene ND 50 " " " " " "
1,3,5-Trimethylbenzene ND 50 " " " " " "
2-Chlorotoluene ND 50 " " " " " "
4-Chlorotoluene ND 50 " " " " " "
tert-Butylbenzene ND 50 " " " " " "
1,2,4-Trimethylbenzene ND 50 " " " " " "
sec-Butylbenzene ND 50 " " " " " "
p-Isopropyltoluene ND 50 " " " " " "
1,3-Dichlorobenzene ND 50 " " " " " "
1,4-Dichlorobenzene ND 50 " " " " " "
n-Butylbenzene ND 50 " " " " " "
1,2-Dichlorobenzene ND 50 " " " " " "
1,2-Dibromo-3-chloropropane ND 500 " " " " " "
1,2,4-Trichlorobenzene ND 50 " " " " " "
Hexachlorobutadiene ND 50 " " " " " "
Naphthalene ND 10 " " " " " "
1,2,3-Trichlorobenzene ND 50 " " " " " "
Surrogate: Dibromofluoromethane 91.0 % 75-125 " " " "
Surrogate: 1,2-Dichloroethane-d4 98.9 % 75-125 " " " "
Surrogate: Toluene-d8 104 % 75-125 " " " "
Surrogate: 4-Bromofluorobenzene 96.4 % 75-125 " " " "

Page 11 of 17 ends

ATTACHMENT 6 - 3783
4756
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-2 (E603027-05) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 1,1-Difluoroethane (LCC) ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Dichlorodifluoromethane (F12) ND 50 " " " " " "
Chloromethane ND 50 " " " " " "
Vinyl chloride ND 5.0 " " " " " "
Bromomethane ND 50 " " " " " "
Chloroethane ND 50 " " " " " "
Trichlorofluoromethane (F11) ND 50 " " " " " "
1,1-Dichloroethene ND 50 " " " " " "
1,1,2 Trichlorotrifluoroethane (F113) ND 50 " " " " " " Methylene chloride (Dichloromethane) ND 50 " " " " " "
Methyl tertiary-butyl ether (MTBE) ND 50 " " " " " "
trans-1,2-Dichloroethene ND 50 " " " " " "
1,1-Dichloroethane ND 50 " " " " " "
2,2-Dichloropropane ND 50 " " " " " "
cis-1,2-Dichloroethene ND 50 " " " " " "
Chloroform ND 10 " " " " " "
Bromochloromethane ND 50 " " " " " "
1,1,1-Trichloroethane ND 50 " " " " " "
1,1-Dichloropropene ND 50 " " " " " "
Carbon tetrachloride ND 10 " " " " " "
1,2-Dichloroethane (EDC) ND 10 " " " " " "
Benzene ND 10 " " " " " "
Trichloroethene ND 10 " " " " " "
1,2-Dichloropropane ND 50 " " " " " "
Bromodichloromethane ND 50 " " " " " "
Dibromomethane ND 50 " " " " " "
cis-1,3-Dichloropropene ND 50 " " " " " "
Toluene ND 100 " " " " " "
trans-1,3-Dichloropropene ND 50 " " " " " "
1,1,2-Trichloroethane ND 50 " " " " " "
1,2-Dibromoethane (EDB) ND 50 " " " " " "
1,3-Dichloropropane ND 50 " " " " " "
Tetrachloroethene 15 10 " " " " " "
Dibromochloromethane ND 50 " " " " " "
Chlorobenzene ND 10 " " " " " "
Ethylbenzene ND 50 " " " " " "
1,1,1,2-Tetrachloroethane ND 50 " " " " " "
m,p-Xylene ND 50 " " " " " "

Page 12 of 17 ends

ATTACHMENT 6 - 3784
4757
Project:

Project Number:

Project Manager:

Reported:

VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) H&P Mobile Geochemistry, Inc.

Result Analyte Limit
Reporting
Units
Dilution
Factor Batch Prepared Analyzed Method Notes
EKI-VP-2 (E603027-05) Vapor Sampled: 07-Mar-26 Received: 07-Mar-26 o-Xylene ND 50 ug/m3 0.005 EC60701 07-Mar-26 07-Mar-26 H&P 8260SV Styrene ND 50 " " " " " "
Bromoform ND 50 " " " " " "
Isopropylbenzene (Cumene) ND 50 " " " " " "
1,1,2,2-Tetrachloroethane ND 50 " " " " " "
1,2,3-Trichloropropane ND 50 " " " " " "
n-Propylbenzene ND 50 " " " " " "
Bromobenzene ND 50 " " " " " "
1,3,5-Trimethylbenzene ND 50 " " " " " "
2-Chlorotoluene ND 50 " " " " " "
4-Chlorotoluene ND 50 " " " " " "
tert-Butylbenzene ND 50 " " " " " "
1,2,4-Trimethylbenzene ND 50 " " " " " "
sec-Butylbenzene ND 50 " " " " " "
p-Isopropyltoluene ND 50 " " " " " "
1,3-Dichlorobenzene ND 50 " " " " " "
1,4-Dichlorobenzene ND 50 " " " " " "
n-Butylbenzene ND 50 " " " " " "
1,2-Dichlorobenzene ND 50 " " " " " "
1,2-Dibromo-3-chloropropane ND 500 " " " " " "
1,2,4-Trichlorobenzene ND 50 " " " " " "
Hexachlorobutadiene ND 50 " " " " " "
Naphthalene ND 10 " " " " " "
1,2,3-Trichlorobenzene ND 50 " " " " " "
Surrogate: Dibromofluoromethane 101 % 75-125 " " " "
Surrogate: 1,2-Dichloroethane-d4 105 % 75-125 " " " "
Surrogate: Toluene-d8 108 % 75-125 " " " "
Surrogate: 4-Bromofluorobenzene 96.0 % 75-125 " " " "

Page 13 of 17 ends

ATTACHMENT 6 - 3785
4758
Project:

Project Number:

Project Manager:

Reported:

Result Limit
Reporting
Units Level
Spike
Result
Source
%REC
%REC
Limits RPD
RPD
Analyte Limit Notes
VOC Analysis by DoD-ELAP Accredited H&P 8260SV (Modified EPA 8260B) - Quality Control H&P Mobile Geochemistry, Inc.

Batch EC60701 - EPA 5030
Blank (EC60701-BLK1) Prepared & Analyzed: 07-Mar-26
1,1-Difluoroethane (LCC) ND 50 ug/m3
Dichlorodifluoromethane (F12) ND 50 "
Chloromethane ND 50 "
Vinyl chloride ND 5.0 "
Bromomethane ND 50 "
Chloroethane ND 50 "
Trichlorofluoromethane (F11) ND 50 "
1,1-Dichloroethene ND 50 "
1,1,2 Trichlorotrifluoroethane (F113) ND 50 "
Methylene chloride (Dichloromethane) ND 50 "
Methyl tertiary-butyl ether (MTBE) ND 50 "
trans-1,2-Dichloroethene ND 50 "
1,1-Dichloroethane ND 50 "
2,2-Dichloropropane ND 50 "
cis-1,2-Dichloroethene ND 50 "
Chloroform ND 10 "
Bromochloromethane ND 50 "
1,1,1-Trichloroethane ND 50 "
1,1-Dichloropropene ND 50 "
Carbon tetrachloride ND 10 "
1,2-Dichloroethane (EDC) ND 10 "
Benzene ND 10 "
Trichloroethene ND 10 "
1,2-Dichloropropane ND 50 "
Bromodichloromethane ND 50 "
Dibromomethane ND 50 "
cis-1,3-Dichloropropene ND 50 "
Toluene ND 100 "
trans-1,3-Dichloropropene ND 50 "
1,1,2-Trichloroethane ND 50 "
1,2-Dibromoethane (EDB) ND 50 "
1,3-Dichloropropane ND 50 "
Tetrachloroethene ND 10 "
Dibromochloromethane ND 50 "

Page 14 of 17 ends

ATTACHMENT 6 - 3786
4759
Project:

Project Number:

Project Manager:

Reported:

Batch EC60701 - EPA 5030
Blank (EC60701-BLK1) Prepared & Analyzed: 07-Mar-26
Chlorobenzene ND 10 ug/m3
Ethylbenzene ND 50 "
1,1,1,2-Tetrachloroethane ND 50 "
m,p-Xylene ND 50 "
o-Xylene ND 50 "
Styrene ND 50 "
Bromoform ND 50 "
Isopropylbenzene (Cumene) ND 50 "
1,1,2,2-Tetrachloroethane ND 50 "
1,2,3-Trichloropropane ND 50 "
n-Propylbenzene ND 50 "
Bromobenzene ND 50 "
1,3,5-Trimethylbenzene ND 50 "
2-Chlorotoluene ND 50 "
4-Chlorotoluene ND 50 "
tert-Butylbenzene ND 50 "
1,2,4-Trimethylbenzene ND 50 "
sec-Butylbenzene ND 50 "
p-Isopropyltoluene ND 50 "
1,3-Dichlorobenzene ND 50 "
1,4-Dichlorobenzene ND 50 "
n-Butylbenzene ND 50 "
1,2-Dichlorobenzene ND 50 "
1,2-Dibromo-3-chloropropane ND 500 "
1,2,4-Trichlorobenzene ND 50 "
Hexachlorobutadiene ND 50 "
Naphthalene ND 10 "
1,2,3-Trichlorobenzene ND 50 "
Surrogate: Dibromofluoromethane 264 " 250 105 75-125
Surrogate: 1,2-Dichloroethane-d4 256 " 250 102 75-125
Surrogate: Toluene-d8 278 " 250 111 75-125
Surrogate: 4-Bromofluorobenzene 233 " 250 93.1 75-125

Page 15 of 17 ends

ATTACHMENT 6 - 3787
4760
Project:

Project Number:

Project Manager:

Reported:

Batch EC60701 - EPA 5030
LCS (EC60701-BS1) Prepared & Analyzed: 07-Mar-26
Dichlorodifluoromethane (F12) 5900 500 ug/m3 5000 118 70-130 Vinyl chloride 5100 50 " 5000 102 70-130
Chloroethane 4700 500 " 5000 94.3 70-130
Trichlorofluoromethane (F11) 4800 500 " 5000 96.2 70-130 1,1-Dichloroethene 5000 500 " 5000 99.8 70-130
1,1,2 Trichlorotrifluoroethane (F113) 6100 500 " 5000 122 70-130 Methylene chloride (Dichloromethane) 4100 500 " 5000 82.5 70-130 trans-1,2-Dichloroethene 5100 500 " 5000 102 70-130
1,1-Dichloroethane 4900 500 " 5000 97.4 70-130
cis-1,2-Dichloroethene 4800 500 " 5000 96.6 70-130
Chloroform 4800 100 " 5000 95.4 70-130
1,1,1-Trichloroethane 5800 500 " 5000 115 70-130
Carbon tetrachloride 5200 100 " 5000 105 70-130
1,2-Dichloroethane (EDC) 4800 100 " 5000 96.2 70-130
Benzene 4900 100 " 5000 97.4 70-130
Trichloroethene 5000 100 " 5000 101 70-130
Toluene 4800 1000 " 5000 96.7 70-130
1,1,2-Trichloroethane 4800 500 " 5000 95.9 70-130
Tetrachloroethene 5300 100 " 5000 106 70-130
Ethylbenzene 5100 500 " 5000 102 70-130
1,1,1,2-Tetrachloroethane 4700 500 " 5000 93.4 70-130
m,p-Xylene 10000 500 " 10000 100 70-130
o-Xylene 4800 500 " 5000 95.9 70-130
1,1,2,2-Tetrachloroethane 4700 500 " 5000 93.4 70-130
Surrogate: Dibromofluoromethane 2480 " 2500 99.2 75-125 Surrogate: 1,2-Dichloroethane-d4 2570 " 2500 103 75-125 Surrogate: Toluene-d8 2630 " 2500 105 75-125
Surrogate: 4-Bromofluorobenzene 2610 " 2500 104 75-125

Page 16 of 17 ends

ATTACHMENT 6 - 3788
4761
Project:

Project Number:

Project Manager:

Reported:

Notes and Definitions
Percent Recovery
RPD Relative Percent Difference
%REC
MDL Method Detection Limit
ND Analyte NOT DETECTED at or above the reporting limit LCC Leak Check Compound
Appendix
H&P Mobile Geochemistry, Inc. is approved as an Environmental Testing Laboratory and Mobile Laboratory in accordance with the DoD -ELAP Program and ISO/IEC 17025:2005 programs through PJLA, accreditation number 69070 for EPA Method TO-15 and H&P 8260SV.

H&P is approved by the State of Louisiana Department of Environmental Quality under the National Environmental Laboratory Accreditation Conference (NELAC) certification number 04138
The complete list of stationary and mobile laboratory certifications along with the fields of testing (FOTs) and analyte lists are available at www.handpmg.com/accreditations.

Page 17 of 17 ends

ATTACHMENT 6 - 3789
4762
ATTACHMENT 6 - 3790
4763
Mobile
Geochemistry Inc. -
Log Sheet: Soil Vapor Sampling with Tedlar Bag
H&P Project #: '.4Lp301?i, _ Date: 9/ i2(.

Site Address: j Q yy OI;) ,/ Page: ( of
Consultant: p _p- q H&P Rep(s): _
Consultant Rep(s): l_la°c
FMS014
Revision: 0
Revised: 10/2/2023'
Effective: 10/2/2023

Page 1 ends

Reviewed:

Scanned:
..Equipment Info t . - Purge Volume Information Leak Check Compound p'!,1-DFA Inline Gauge ID#: PV Amount: PV Includes: !J° Tubing A cloth saturated with LCC is placed around D 1,1,1,2-TFA Pump ID#: i
2 Sand 40% tubing connections and probe seal. This is ❑ IPA 'Dry Bent 50% done for all samples unless otherwise noted. ❑ Other:

Resatnpie Key
RS = Resample
RD = for Dilution
RL = for LCC Fail
Sample Information Probe Specs Purge & Collection Information Point ID Sample
Volume (cc)
Sample
Time
Probe
Depth
Tubing
Length Tubing
()ft OD (in.) in.)
Sand
Ht (in.)
Sand
Dia
Dry
Bent.

Ht (in.)
Dry
Bent.

Dia (in.)
Shut In
Test
60 sec
(✓)
Leak
Check
(✓)
Purge
Vol (mL)
Purge
Flow Rate
(mVmin)
Pump
Time
(min:sec)
Sample
Flow Rate
(mUmin)
ProbeVac
❑ Hg
j' H2O
'
Et -v - soo ,gyp W.sI o5 '/'I LN Z £ 2 / /
2 i 2€'o do:lz 2co O
2 n Soo a8S2 'is rig '/W Z9 a l_ Z / i 2 r- •-- Zoo -
3 _p soo L3 s C S- I 2'1 7_ (J 7 / /Z,Z,t IOZ Zoo O
4 - -v -3 Soo iii 2 / /

2..oyp Zoo 10;12 2OO o
5 C1-V(-2.. Soo 122.1 f 2 l0 7 / / d 7Oô OZ ZDU
6 7
8 9
10 11
12 Site Notes such as weather, visitors, scope deviations, health & safety issues, etc. (When making sample specific notes, reference the line number above):

Y- /-P'P 1 WkY - kl L.

ATTACHMENT 6 - 3791
4764
1 STAFF REPORT
DATE: June 2, 2026
TO: Justin Hess, City Manager
FROM: Marisa Garcia, Parks and Recreation Director
BY: Grace Coronado, Assistant Parks and Recreation Director SUBJECT: Approval of the 2026 Sublease and Master Lease Modification Between the City of Burbank, Onni Burbank Town Center LLC, and The Colony Theatre Company and an Operating Agreement Between the City of Burbank and The Colony Theatre Company

RECOMMENDATION

1. Approve the 2026 Sublease and Master Lease Modification Between the City of Burbank, Onni Burbank Town Center LLC, and The Colony Theatre Company.

2. Approve an Operating Agreement between the City of Burbank and The Colony Theatre Company.

3. Authorize the City Manager or the City Manager’s designee to execute the 2026 Sublease and Master Lease Modification, Operating Agreement, and any future amendments or extensions.

BACKGROUND
In the 1991 master lease between the City of Burbank (City) and the developer of the Burbank Town Center Mall (Mall), the developer was required to devote a portion of the project as a community-benefit facility at 555 North Third Street (Premises). In 1992, the City entered into a sublease with the developer (currently as successor Onni Burbank Town Center LLC (Onni)) and the now abolished Redevelopment Agency, which provided the City rights to use the Premises as a cultural facility (offering cultural, educational, social, and recreational activities) for a lease term of 50 years. In 1992, the City subleased the Premises to the Los Angeles County Natural History Museum, which closed in 1996 due to low attendance. Shortly thereafter, the Parks and Recreation Department conducted a Request for Proposal (RFP) 1for the re-use of the Premises, which ultimately led to 1 An RFP is a competitive solicitation process to generate interest in and receive proposals regarding the acquisition of goods and/or services pursuant to applicable Administrative Procedures.

Consent Calendar
Item #9
4765
2 conversion to the Burbank Center Stage (BCS), a 276-seat theater and performing arts facility, and a sublease with the Colony Theatre Company (CTC).

Since August 26, 2000, CTC has occupied the Premises and produced community theater.

The 2000 Sublease and Master Lease Modification between the Onni, City and CTC expired November 30, 2021, and CTC has since managed, occupied, and used the Premises on a month-to-month basis.

In 2022, the City released a new RFP for the management and operation of the BCS, which was subsequently modified at the direction of City Council (Council). At a Special Meeting on October 4, 2023, Council conducted second-round interviews of the three qualified BCS proposers, Burbank Community YMCA, The Greenhouse Arts & Media, and CTC.

Following interviews, Council awarded the RFP to CTC.

With approval of Landlord Onni, the City seeks to enter into a new sublease and master lease modification and operating agreement for the BCS with CTC. These agreements memorialize terms proposed by CTC during the RFP process, and reaffirm a commitment to maintain the Premises as a City cultural facility providing educational, cultural, social, and recreational activities to the public as a live performance theater, under substantially the same terms and conditions contained in the Master Lease, as modified in a new 2026 Sublease and Master Lease Modification.

DISCUSSION
Following the Special Meeting on October 4, 2023, staff negotiated terms for the 2026 Sublease and Master Lease Modification (Sublease) (Attachment 1), with Onni and CTC, and Operating Agreement (Attachment 2 – Exhibit B of 2026 Sublease and Master Lease Modification) with CTC, to support Council's Quality of Life goals by enhancing visibility, providing support, and expanding access to arts and creative endeavors.

The City’s negotiating team included the Financial Services Director, Parks and Recreation Director, Chief Assistant City Attorney, and Assistant Community Development Director - Business & Economic Development. The City refined the terms of the 2026 agreements to align with best practices and CTC’s latest proposal for programming. Each department provided insightful feedback and strategic input, ensuring that the revised agreements reflect and uphold the City's best interests. It is important that the City formalize the agreements to reinforce its commitment to responsible governance and operational excellence. This comprehensive review process was essential to promote financial stability, infrastructure improvements, and long-term sustainability of the BCS facility.

CTC remains a vital partner in diversifying and enriching the City’s cultural landscape. Their array of performances and integrated art exhibits foster creative expression and skill development for participants, and engage audiences. Participation in arts education and 4766
3 cultural activities supports academic achievement, social cohesion, and personal well-being, while contributing to community vibrancy and identity. As performing arts centers and cultural events attract visitors from within and beyond the region, they stimulate tourism, enhance local revenue, and support job creation. The City’s partnership with CTC reinforces its role as a creative destination that promotes cultural enrichment, economic resilience, and inclusive opportunity.

Key components of the Sublease include:
• Term: The Sublease provides for an initial five year term, and allows CTC the right to request an extension of the Term for two (2) separate and successive periods of five (5) years and a third and final extension up to the end date of the Master Lease’s main term, November 14, 2044.
• Goals & Objectives: The City and CTC shall mutually agree to new Goals and Objectives (Attachment 2 – Exhibit B), before each extension of the Term. Each extension request shall be made by CTC by written notice at least nine (9) months prior to the date the Sublease would otherwise have expired. • Rent: CTC will pay $3,000 per month to the City, on or before the fifteenth (15th) day of each calendar month with rent to automatically increase 3% annually. • Maintenance: The City, Onni, and CTC will adhere to the Maintenance and Responsibility Matrix (Attachment 1 – Exhibit D).
• Insurance and Indemnity: CTC shall maintain the following insurance coverage, and upon request, show City and Onni evidence of such. CTC shall also require its contractors, subcontractors, etc., to carry and provide evidence of such coverage. a) Commercial General Liability
b) Property Damage Insurance
c) Sexual Abuse and Molestation Insurance Requirement
d) Alcohol and Liability Coverage Requirements
e) Worker’s Compensation
f) Comprehensive Automobile Liability
In addition, key components to the Operating Agreement include:
• Identity: The facility will be branded as “Burbank Center Stage, Home of the Colony Theatre Company.” CTC shall incorporate and maintain the “Burbank Center Stage” branding consistently across all digital and print platforms. • Accounting Systems and Audits: CTC must maintain an accurate accounting of all receipts and disbursement in connection with BCS. The method of accounting for the Premises will be separate from the accounting system used by CTC for any other matters. CTC’s accounting system will be in accordance with Generally Accepted Accounting Principles (“GAAP”). The City may audit CTC’s books of account, records, cash receipts and other pertinent data on an annual basis. 4767
4 • Annual Report to City’s Parks and Recreation Board: On an annual basis, CTC must prepare and present a report to the City’s Parks and Recreation Board to include revenues, expenses, programming, attendance, and maintenance. • Goals and Objectives: CTC must meet at least 80% of established Goals and Objectives, demonstrating good-faith efforts, to be eligible for a Term extension. The Parks and Recreation Director will issue a determination within 30 days of an extension request. CTC agrees to complete Capital Improvement Projects including:
a) Restore Exterior Signage
b) Restore Exterior Entrance with Concrete
c) Upgrade Scaffold
d) Upgrade Rehearsal Room with Marley Flooring
e) Reinforce/Update Balcony Spaces in Theater
f) Update lighting fixtures in lobby and art gallery
g) Replace Facility Carpeting
h) Refurbish Seats
i) Upgrade Equipment
The proposed agreements establish a clear framework for accountability, performance measurement, and ongoing collaboration between the City and CTC. Through defined reporting requirements, financial transparency, and compliance with established Goals and Objectives, the City can monitor operations, ensure responsible stewardship of public assets, and support quality programming. These agreements are designed to maintain operational standards while allowing flexibility for innovation, ensuring that BCS continues to evolve as a dynamic community asset aligned with the City’s priorities.

ENVIRONMENTAL REVIEW
This report has no potential for resulting in a direct or reasonably foreseeable indirect physical change to the environment and falls outside the definition of a “project” under the California Environmental Quality Act (CEQA) and is therefore not subject to CEQA review pursuant to § 15378 of Title 14 of the CEQA Guidelines.

FISCAL IMPACT
Under the proposed agreement, the City will receive $36,000 in rent during the first year.

Rent will increase annually by 3% for the duration of the agreement. Additionally, CTC will complete specified Capital Improvement Projects as outlined in the Goals and Objectives.

The City’s Public Works Department has and will continue to provide routine facility maintenance, which is estimated to cost approximately $3,005 per month. These costs support continued upkeep and operational functionality of a community cultural asset. 4768
5 CONCLUSION
The partnership between the City, CTC, and Onni is meaningful to the cultural and artistic fabric of Burbank. By formalizing the proposed 2026 Sublease, Master Lease Modification, and Operating Agreement for the use of the BCS, the City reaffirms its long-standing commitment to fostering creativity, supporting local talent, and, more importantly, ensuring equitable access to the arts. Beyond maintaining a valued community venue, this agreement expands cultural engagement, enriches the City’s identity as a vibrant arts destination, and strengthens connections among residents, visitors, and creative organizations advancing the Council’s Quality of Life goals and enhancing opportunities for artistic expression and cultural participation throughout the community.

ATTACHMENTS
Attachment 1 – 2026 Sublease and Master Lease Modification Attachment 2 – Operating Agreement – Exhibit B to 2026 Sublease and Master Lease Modification
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1 2026 SUBLEASE AND MASTER LEASE MODIFICATION
This 2026 SUBLEASE AND MASTER LEASE MODIFICATION (“2026 Sublease and Modification” or “Sublease”) is made and entered into this _____ day of __________ 2026 (“Effective Date”), by and among 1) Onni Burbank Town Center LLC, (“Onni”) a Delaware Limited Liability Company”) successor in interest to Burbank Mall Associates, LLC, a Delaware Limited Liability Company formerly known as C.T. Operating Partnership, L.P., a California limited partnership formerly known as the Alexander Haagen Properties Operating Partnership L.P. successor in interest to The Haagen-Burbank Partnership, a California general Partnership (“Landlord”), 2) the City of Burbank, a municipal corporation and charter city (“City”), the named Lessee of the Master Lease (as defined below); and 3) The Colony Theatre Company, a California non-profit public benefit corporation (“Sublessee” and collectively the “Parties”), with reference to the following facts and circumstances:

RECITALS:

A. On November 15, 1989, the Redevelopment Agency of the City of Burbank entered into a Disposition and Development Agreement (the "DDA") with Landlord for a multi-use development, commonly referred to as the Media City Center. As part of the DDA, Landlord is required to devote a portion of the development to a community facility for the City.

B. The City entered into a lease dated April 7, 1992 (the "Master Lease") with Landlord a copy of which is attached hereto Exhibit "A,” which is incorporated herein by this reference, for the operation of a cultural facility of the City and the lease of certain premises (the "Premises").

Pursuant to Section 7.01 of the Master Lease, City, as Tenant, is permitted "the right to use the Premisesforthe operationof a culturalfacility ofthe City of Burbank,which provides educational, cultural, social and recreational activities to the general public." Through the Master Lease, the City furtherreceived approvalfromthe Landlord to subletthe Premisesto the LosAngeles County Natural History Museum Foundation (Museum).

C. Subsequently, in 1992, a Sublease Agreement among the Museum, City, and Landlord was executed. On or about January 1, 1996, the Museum Sublease Agreement was terminated.

Pursuant to Article 7 of the Master Lease, in the event the Premises is not subleased to the Museum, the City has the right “to use the Premises for the operation of a cultural facility of the City of Burbank which provides educational, cultural, social and recreational activities to the general public…”
D. In furtherance of operatingthe Premises as a culturalfacility in accordance with the Master Lease, on March 28, 2000, the City, C.T. Operating Partnership, L.P. (a predecessor-in-interest to Landlord) and Sublessee, The Colony Theatre Company entered into the Sublease Agreement and Master Lease Modification (the “2000 Sublease and Modification”) to amend the Master Lease and authorize Sublessee to sublease the Premises from City for the purpose of operating a live performing arts center. In addition, the 2000 Sublease and Modification also amended the Master Lease to approve City’s self-insured status as a public entity.

E. Since its Opening Date on August 26, 2000, Sublessee has continued to occupy the Premises and produce community theater. The 2000 Sublease and Modification expired on November 30, ATTACHMENT 1
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2021, though Sublessee has continued to manage, occupy, and use the Premises on a monthto-month basis.

F. In 2022, the City released a Request for Proposal (RFP) selection process for the management and operation of the Premises. Consequently, in October 2023, City Council awarded the RFP to Sublessee.

G. Following the City Council’s selection process, City now, with the approval of Landlord, desires to enter into a new sublease with Sublessee, reflecting updated terms and conditions, in order to maintain the Premises as a cultural facility of the City of Burbank providing educational, cultural, social and recreational activities to the general public as a live performance theater under substantially the same terms and conditions as contained in the Master Lease, except as modified herein.

H. Concurrently herewith as a condition precedent hereto, City and Sublessee have entered into a Theater Operating Agreement (as may be amended, modified or restated from time to time, the “Operating Agreement”), a copy of which is attached hereto as Exhibit “B” and incorporated herein by reference.

I. Sublessee is a California non-profit public benefit corporation, organized under California's Nonprofit Public Benefit Corporation Law for public and charitable purposes, with the specific purpose of operating a cultural facility dedicated to the presentation to the public of a variety of stage productions generally recognized to be of significant historic, cultural, artistic or social value, the programming of which may include, but will not necessarily be limited to live theater, cabarets, readings, workshops, seminars, children’s theater, benefits, classes and lectures, with federal tax exemption under Internal Revenue Code Section 501(c)(3), and California franchise tax exemption under Revenue and Taxation Code Section 23701d. Sublessee shall not manage, coordinate, or host any programming that interferes with or distracts from mall business including all tenants, patrons, and their quiet enjoyment in the Premises.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

SUBLEASE

1. Sublease. City, with the express approval of the Landlord, hereby sublease unto Sublessee and Sublessee hereby accepts from the City the Premises in its present condition. This Sublease shall be subject to all the terms and conditions of the Master Lease and 2000 Sublease and Modification, as modified herein, and, except as set forth herein. Sublessee shall assume and perform the obligations of City as Tenant in the Master Lease and comply with all the terms and conditions of said Master Lease as if it were Tenant thereunder, as modified by the 2000 Sublease and Modification, and except as provided herein. Further, this Sublease is subject to the Development Agreement for Planned Development No. 89-4 dated November 15, 1989 between Landlord's predecessor and City, as amended by that certain First Amendment to Development Agreement dated December 6, 1990 (as amended, the "Development Agreement"); that certain 2 4771
First Amended and Restated Construction, Operation and Reciprocal Easement Agreement dated December 6, 1990 (a copy of which is attached hereto Exhibit "C”) by and among Landlord's predecessor and various tenants of The Town Center (“Town Center”) in which the Premises is located (“Reciprocal Easement Agreement”); and the provisions of the Burbank Municipal Code, including, but not limited to, zoning restrictions.

2. Term and Extension of Term.
a. Term. The term ("Term") of this Sublease shall commence on the Effective Date and shall expire on the fifth (5th) anniversary of the Effective Date, subject to early termination upon breach of the terms of this Sublease, the Operating Agreement, or renewal as herein provided.
b. Extension of Term. Sublessee shall have the right to request an extension of the Term for two (2) separate and successive periods of five (5) years and a third and final extension up to the end date of the Master Lease’s main term, November 14, 2044. The City and Sublessee shall mutually agree to new Goals and Objectives (hereafter “Goals”) a copy of which is attached in the aforementioned Operating Agreement, before each extension of the Term of this Sublease. Each such extension shall be made by Sublessee giving City written notice of such extension at least nine (9) months prior to the date this Sublease would otherwise have expired, and in the event of an extension, the Term shall continue for such extension period, subject, however to earlier termination as hereinafter set forth. c. Notice of Parks and Recreation Director’s Determination. The Parks and Recreation Director (Director) will give written notice to Sublessee within thirty (30) calendar days after receipt of Sublessee’s request for an extension whether or not, in the Director’s sole and reasonable discretion, Sublessee is in substantial and material compliance with the Goals stated for the prior period. If the Director reasonably determines Sublessee is in substantial and material compliance with the prior Goals, the extension will be granted.

For purposes of this Sublease, Substantial and material compliance is meeting 80% of outlined Goals for respective years within the prior term. Such Goals shall be subject to annual review and revision, as provided in the Operating Agreement as mutually agreed upon by Director and Sublessee. Notwithstanding the foregoing, Sublessee shall not have the right to request an extension of the Term if, at the time Sublessee requests the extension, Sublessee (a) has created a material uncured Event of Default under the provisions of this Sublease, the Master Lease, the Operating Agreement, (b) has failed to exercise its option by giving the required notice, (c) is not then operating the Premises as a live performance theater. If the Director determines that Sublessee is not in substantial compliance with the Goals and Sublessee disagrees, Sublessee shall have the right, within three (3) calendar days of receipt of the Director’s determination, to make a written request, for a meeting with the Director. The meeting will be held within twenty-one (21) calendar days of the Director’s receipt of the request. During this meeting, Sublessee and Director will review the Director’s determination, and attempt to reach a compromise, including but not limited to, allowing Sublessee a commercially reasonable period to cure any deficiencies. Following such meeting, the Director may issue a new determination or establish conditions upon which an extension may be granted. The Director’s determination will be final.
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d. Right to Terminate. Notwithstanding the foregoing, Sublessee will have the right to terminate this Sublease at any time upon delivery to the City at least 90 days’ notice of the sublessee’s election to terminate, and the Sublease will terminate on the ninetieth 90) day following delivery of such notice. City shall have the right to terminate, if at any time, the terms of this Sublease are breached accruing after the date of which Sublessee has vacated the Premises. Upon such termination, Sublessee shall have no further obligation for Rent, Additional Rent, or other financial obligations accruing after the termination date.
e. Month-to-Month. If City is in negotiations for a future agreement or new Sublessee at the end of the Term and any extensions thereof, in the Director’s sole discretion and subject to approval by Sublessee, City and Sublessee may continue performance under this Sublease on a month-to-month basis not to exceed six (6) months.

3. Acceptance and Suitability of the Premises. Sublessee acknowledges that neither City nor any agent of the City has made any representation or warranty with respect to the Premises or the suitability or fitness thereof for the conduct of Sublessee's use. By taking possession of the Premises, Sublessee has inspected and agrees to accept in an “as is” condition suitable for Sublessee’s permitted use. The taking of possession or use of the Premises by Sublessee for any purpose will conclusively establish that the Premises were then in satisfactory condition and in conformity with the Sublease in all respects.

4. Rent. All Sums payable by Sublessee pursuant to this Sublease shall be considered Rent. Such sums shall include all the following:
a. Rent. Sublessee will pay $3,000 per month (“Rent”) to City. Rent payable to City shall be paid monthly, on or before the fifteenth (15th) day of each calendar month. Rent automatically increases 3% annually.
b. Rent Due. Rent shall be paid to the City monthly, on or before the 15th day of each calendar month, without deduction or offset. Sublessee shall provide the City with a detailed, itemized financial statement including all rentals on a monthly basis, which shall be submitted concurrently with monthly rent payment. Rent shall be delivered to the Director or Director’s Designee in the City’s Park, Recreation and Community Services Department, located at 150 North Third Street, Suite 300, Burbank, California, 91502, no later than 5:00 p.m. on the due date. If the due date falls on a weekend or observed holiday when City offices are closed, the due date shall be the next business day. Rent received after 5:00 p.m. on the due date shall be considered late and subject to the charges specified in subsection “d” below.
c. Escalation. Commencing one year from the Effective Date, Rent shall be automatically increased annually by 3% as stated in Paragraph 4.a.
d. Late Charge; Interest. A late charge will be automatically assessed in the event of a delinquent payment. Notification of the late charge will be provided, and the assessed amount will be included with the subsequent month’s payment. The charge will also be itemized in the monthly income statement report. City will impose a 5% late charge of Rent for payments made more than 7 days late, without waiting any other remedies 4 4773
available for default. Failure to impose a late charge will not be a waiver of City’s rights hereunder. In addition, any Rent more than 30 days late will bear interest at the rate of 10% per annum until paid.
e. Holding Over. If Sublessee, without City’s consent, remains in possession of the Premises or any part thereof after the expiration of the Term hereof, then such occupancy will be a tenancy from month-to-month upon all provisions of this Sublease pertaining to the obligations of Sublessee, except at a rent equal to one hundred fifty percent (150%) of the sum of the rents otherwise due under this Sublease, if and as applicable, immediately prior to the expiration of the Term hereof. The foregoing provisions are in addition to and do not affect City’s right of re-entry or any other rights or remedies of City hereunder or as otherwise provided at law or in equity, or both. Sublessee will indemnify, defend and hold City harmless from and against any and all losses, costs, damages and liabilities (including attorney’s fees and costs, and court costs) arising out of or in connection with any delay by Sublessee in surrendering and vacating the Premises, including, without limitation, any claims made by any succeeding tenant based on any delay and any liabilities arising out of or in connection with these claims, and City’s damages should any such succeeding tenant cancel its sublease based upon such holding over by Sublessee.

Nothing in this section will be deemed to permit Sublessee to retain possession of the Premises after the expiration or sooner termination.
f. Landlord acknowledges and agrees that City’s rent to Landlord pursuant to the Master Lease is and shall remain $1.00 a year, notwithstanding that Sublessee is paying rent in excess thereof to City hereunder.

5. Utilities. Sublessee will pay all utility charges for the Premises. If City or Town Center incurs any costs for utilities, including but not limited to water, electric and/or gas, then Sublessee will reimburse City or Onni within five (5) days after being billed therefor. Upon request of City, Sublessee will provide to City proof of payment of any or all utilities in a manner acceptable to City in its reasonable discretion. Sublessee shall indemnify, defend, and hold harmless and protect City from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) in connection therewith. City is not and shall not be required to furnish to Sublessee any utility, facility equipment, labor, material or service of any kind whatsoever. City shall not be liable in damages or otherwise for any failure, interruption or unavailability of any utility service being furnished to Premises. No such failure or interruption shall entitle Sublessee to terminate this lease or receive any abatement of Rent.

6. Maintenance. Maintenance Responsibility Matrix which is attached hereto Exhibit “D”. a. Landlord Responsibility. Landlord shall comply with its obligations of maintenance and repair relative to the Premises as stated in the Master Lease including, without limitation, Section 13.01 (Landlord's Duty), provided however, that Landlord shall have no obligation or responsibility to repair, maintain, or replace any improvements or work of construction installed or performed by the City or the Sublessee in or to the Premises. b. City Responsibility. City shall comply with its obligations of maintenance and repair relative to the Premises as stated in the Master Lease including, without limitation, Section

13.02 (Tenant's Duty). In addition, the City shall be responsible for any and all 5 4774
improvements and maintenance necessary for compliance with applicable laws (including, without limitation, the Americans with Disabilities Act), and for maintenance related to the HVAC and heating equipment, for the pipes and conduits serving the Premises (including those contained between the exterior and interior walls), and for maintenance related to the elevator.
c. Sublessee Responsibility. Sublessee shall be responsible for non-capital repair and replacement. and general cleaning and maintenance in the Premises of such interior items as carpet, seat covers and paint, necessary from time to time to maintain a clean and professional appearance consistent with the use of the Premises as a live performance theater. During Sublessee’s occupancy of the Premises, Sublessee shall be responsible for repair, replacement and maintenance of all improvements made in and to the Premises by Sublessee (whether of a capital or non-capital nature), except capital repair of those tenant improvements made expressly the responsibility of the City in paragraph 6(b) above. Sublessee shall provide timely notice to City and/or Landlord, as applicable, of any repairs Sublessee is aware is City or Landlord's responsibility.

7. Indemnification. Sublessee agrees to defend, indemnify and hold Landlord and City, and their respective partners, officers, agents and employee (“ Indemnified Parties”), free and harmless from every claim, demand, damage or action, and any cost or expense in connection therewith, that may arise in any manner out of Sublessee's operations conducted on or about the Premises, including but not limited to Sublessee's after-hours use of the Premises, except to the extent any such claim, demand, damage or action arises from the gross negligence or willful misconduct of any such Indemnified Party or its respective officers, agents or employees.

8. Insurance and Indemnity.
a. Insurance. Landlord acknowledges the City is self-insured and approves of same, notwithstanding Section 11.01 of the Master Lease. Landlord shall maintain insurance in accordance with Section 11.02 of the Master Lease. Sublessee shall maintain the following insurance coverage throughout the term of this Sublease, and upon request, Sublessee shall show City and Landlord evidence of such coverage, and Sublessee shall require its contractors, subcontractors, etc., to carry and provide evidence of such coverage. i. Commercial General Liability: Insurance Services Office Form CG 00 01 covering commercial general liability insurance (“CGL”) on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $3,000,000 per occurrence. If the general aggregate limit applies, either general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be at least $6,000,000.
ii. Property Damage Insurance: Sublessee shall maintain property damage insurance covering the improvements and betterments to the Premises for any and all activities and audiences of Sublessee and its sublessees, if any, such insurance to afford protection of at least $3,000,000 for injury to or death of any number of persons arising out of any once occurrence, and at least $3,000,000 for any occurrence of property damage with an annual aggregate of at least 6 4775
$6,000,000, naming City, Landlord and Landlord’s Lender, if requested by Landlord, as an additional insured on a separate endorsement to the insurance policy. The endorsement shall require insurance company to provide City and Landlord a minimum of ten (10) days’ notice of the cancellation of the policy. The policy shall specify that such insurance is the primary insurance. The policy shall be issued by an insurance company that is admitted to business in the State of California.
iii. Sexual Abuse and Molestation Insurance Requirement: Sublessee shall maintain, at its own expense, Sexual Abuse and Molestation liability insurance coverage with the following minimum limits of coverage: $4,000,000 per occurrence and $8,000,000 aggregate per occurrence on an occurrence form.

Such insurance coverage shall be maintained during the duration of this Sublease and shall cover all claims of sexual abuse and molestation committed by Sublessee, its employees, agents, or subcontractors in connection with the performance of services under this Sublease. The insurance policy shall name City as an additional insured with respect to Sublessee operations under this Sublease.

The policy shall provide a waiver of subrogation in favor of City. The Sublessee shall provide proof of coverage to the City upon request, including a copy of the policy and certificate evidencing the required coverage. In the event of any claim or action related to sexual abuse or molestation, the Sublessee agrees to fully cooperate with the City in defending any such claims and will indemnify and hold City harmless from any liabilities, damages, or costs incurred as a result of such claims.

iv. Alcohol and Liability Coverage Requirements: Sublessee shall maintain host liquor liability coverage under the general liability insurance if the Sublessee intends to sell or otherwise distribute alcoholic beverages either directly or by hiring a third-party vendor(s). Sublessee or hired vendors must hold a valid liquor sales license and maintain liquor liability insurance that specifically covers the sale of alcohol. Furthermore, a valid permit issued by the local Alcohol Beverage Control board shall be required. Limits shall be $3,000,000 per occurrence and $6,000,000 aggregate. The City and Landlord shall be named as an additional insured. v. Recovery from Sublessee’s Insurance: Sublessee agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, the Sublessee shall look solely to its insurance for recovery, to the extent of availability of such insurance
vi. Self-Insured Retention: The insurance policies acquired by Sublessee shall not require payment of any self-insured retention by Sublessee as a condition precedent to the City’s coverage or payment for loss otherwise covered under the required liability insurance herein.
vii. Additional Insured: The naming of the City and/or Landlord and its management agent as an additional insured shall not affect any recovery to which City and/or Landlord and its management agent would be entitled under any policy if not named as an additional insured and City and/or Landlord and its management 7 4776
agent shall not be held liable for any premium or expense of any nature on any policy or extension thereof. Any other insurance held by City and/or Landlord and its management agent shall not be required to contribute toward any loss or expense covered by the insurance proceeds provided by this policy. Proceeds from any policy or policies shall be payable to City and/or Landlord and its Lender, if requested by Landlord primarily, and to Sublessee secondarily if necessary. viii. Evidence of Insurance: Sublessee shall furnish Certificates of Insurance and separate endorsements evidencing the required coverages or the original of the insurance policies for review by the Director and approval by the City Attorney’s Office and Landlord prior to beginning performance under this Sublease and on an annual basis thereafter. Neither City nor Landlord shall be required to obtain insurance for any of Sublessee’s property or Sublessee and any and all proceeds therefrom to be and remain property of Sublessee.
ix. Waiver of Subrogation: Sublessee hereby grants to City a waiver of any right to subrogation which any insurer of said Sublessee may acquire against the City by virtue of the payment of any loss under such insurance. Sublessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. x. Primary Coverage: For any claims related to this Sublease, the Sublessee’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance of self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Sublessee’s insurance and shall not contribute with it. xi. All risk property insurance covering the Premises, with coverage limits not less than the full replacement cost of the Premises. Sublessee must also maintain insurance coverage on at the full replacement cost, or otherwise assume financial liability for, the Personal Property and the furnishings and equipment owned by Sublessee and any tenant improvements or betterments installed by Sublessee. xii. Worker’s compensation and employer’s liability or other similar insurance pursuant to all applicable state and local statutes and regulations. The policy must be endorsed to waive all rights of recovery against the City, members of the City Council, and officers, employees and agents of the City. As required by the State of California, with statutory limits, and employer’s liability insurance with limits no less than $1,000,000 per accident for bodily injury or disease. xiii. Comprehensive Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Sublessee has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage and $2,000,000 aggregate.
xiv. If the Sublessee maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader 8 4777
coverage and/or higher limits maintained. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
b. Sublessee will provide City with a current Certificate of Insurance, including the additional insured endorsement in a form as approved by the City for the insurance required by this Sublease (except for Worker’s Compensation) evidencing coverage(s) and limits prior to the Effective Date and naming the City, its City Council, City’s officers, City’s employees and City’s agents, Town Center, and other entities as may be required by Town Center as additional insureds (collectively, “Insureds”), as additional insureds under all insurance coverage required by this Sublease. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy. All required policies shall remain in force throughout the life of this Sublease and shall be payable on a “per occurrence” basis. Should any of the required insurance policies in this Sublease be cancelled or non-renewed, it is Sublessee’s duty to notify City immediately upon receipt of the notice of cancellation or non-renewal. Failure to provide and maintain the insurance required by this Sublease will constitute a material breach of this Sublease.
c. Sublessee hereby grants to City a waiver of any right to subrogation which any insurer of the Sublessee may acquire against the City by virtue of the payment of any loss under such insurance. Sublessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.

Self-insured retentions must be declared to and approved by the City. At the option of the City, either: the Sublessee shall obtain coverage to reduce or eliminate such selfinsured retentions as respects the City, its officers, officials, employees, and volunteers; or the Sublessee shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses. The policy language shall provide, or be endorsed to provide, that the selfinsured retention may be satisfied by either the named insured or City. i. Insurance must be placed with insurers authorized to transact business (i.e. admitted) in the State of California so as to provide access to the California Guaranty Association and otherstate regulation or have a "Best's Guide" rating of no less than A-VII.
ii. Sublessee must cause its subcontractors to obtain and maintain for the duration of this Sublease or such further period as specified herein, all of the coverages described in this Section. Sublessee warrants that it will require all its subcontractors to name both the Sublessee, the City, and the Town Center as additional insureds on endorsements to the Consultants’ insurance policies, as required above.
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iii. Certificate of Coverage. Sublessee must submit a certificate of coverage and proof of payment of premiums to City annually and at other times upon City’s request.

Any insurance required to be carried under this Sublease may be included as part of any blanket or other policy or policies of insurance, subject to the provisions of this Sublease.
iv. If Sublessee fails to maintain any required policy of insurance, the City may obtain said policy and Sublessee shall immediately pay to the City as additional Rent, any costs and expenses incurred by the City in acquiring such policy. v. In addition to the above requirements, Sublessee agrees to obtain additional policies of insurance in the event such policies are required by the Town Center under the Master Lease.
vi. Sublessee agrees that it shall require any third-party independent contractor(s) who utilize the Premises to comply with all insurance requirements outlined in this Section 8, including but not limited to the naming of additional insureds. vii. The City reserves the right to annually review the insurance requirements listed herein and update such requirements by providing Sublessee with written notice. viii. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A: VII, unless otherwise acceptable to the City.

Such insurers shall be licensed to provide insurance under California state law. d. Indemnity. Except for City’s sole negligence or willful misconduct Sublessee shall indemnify, protect, defend and hold harmless the Premises, City and City’s representatives, Council members, board members, agents, and employees from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Sublessee, or resulting from Sublessee's failure to comply with any term of this Sublease. If any action or proceeding is brought against City by reason of any of the foregoing matters, Sublessee shall upon notice defend the same at Sublessee’s expense by counsel reasonably satisfactory to City and City shall cooperate with Sublessee in such defense. City need not have first paid any such claim in order to be defended or indemnified. In addition, Sublessee assumes all indemnification obligations of “Tenant” underthe Master Lease and as stated in Article 11 of the Master Lease.
e. Exemption of City from Liability. City shall not be liable for any injury or damage to the person or goods, wares, merchandise or other property of Sublessee, Sublessee’s employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause or condition or design of, or any defect in the Premises, whether said injury or damage results from conditions arising upon the Premises or upon other portions of the Building of 10 4779
which the Premises are a part, or from other sources or places, or where caused by third parties (including criminal acts). City shall not be liable for any damages arising from any act or neglect of any other tenant of City or Town Center. Notwithstanding City’s negligence or unlawful breach of this Sublease, City shall under no circumstances be liable for injury to Sublessee’s business or for any loss of income or profit therefrom. f. Mechanics Liens. Sublessee will not allow any mechanics liens to attach to the Premises or Sublessee's interest in the Premises as a result of its activities, and Sublessee will cause any such liens to be released, by bond or otherwise, within 10 days afterthe filing thereof.

Should any such liens attach to the Premises or Sublessee’s interest in the Premises, Sublessee will be considered in material breach of this Sublease. g. Insurance Review and Modification Rights. The City shall have the right, upon reasonable notice, to review and audit all insurance broker policies, internal risk management policies, endorsements, certificates, and related documentation required under this Sublease at any time during the Term. Internal risk management policies are outlined in Exhibit E. Such review may be conducted to verify compliance with insurance requirements and to ensure the coverage remains adequate and consistent with applicable laws, regulation, industry standards and City Risk Management policies.

If upon review, the City reasonably determines that the insurance coverage or limits are insufficient to meet current legal or regulatory requirements or to address emerging risks, the City reserves the right to require the Sublessee to modify its insurance coverage, including increasing policy limits or additional coverage, provided such modifications are commercially reasonable and consistent with industry practice. The Sublessee shall promptly comply with any such requirements within a thirty (30)-day period following written notice from the City.

9. Nondiscrimination Clause. Sublessee covenants by and for itself, itssuccessors and assigns, and all persons claiming under or through them, and the Lease was and is made and accepted upon and subject to the following condition: that there shall be no discrimination against or segregation of any person or group of persons, on account of sex/gender, marital status, race, color, religion, creed, national origin, or ancestry, in the leasing, subleasing, renting, transferring, use, occupancy, tenure, or enjoyment of the Premises (or any portion thereof), and neither Sublessee itself, nor any person claiming under or through Sublessee, shall establish nor permit any such practice or such practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Premises (or any portion thereof).

10. Sublessee Improvements. It is understood that Sublessee continues to house furniture, fixtures, and equipment (including, without limitation, lighting and audiovisual equipment) in the Premises. Notwithstanding any provision of the Master Lease (including, without limitation, Section 2.05 (Ownership of Improvements) and Article 14 (Fixtures and Personal Property) or this Sublease, in the event of a termination or surrender of the Master Lease or this Sublease for any reason (including, without limitation, Sublessee's default hereunder), all furniture, fixtures and equipment purchased by Sublessee and/or brought to the Premises, even if affixed to the Premises, shall be and remain owned by and shall be the exclusive property of Sublessee, provided that such property is removed from the Premises, at Sublessee's sole cost and expense, within 11 4780
thirty (30) days of any such termination or surrender, provided further that Sublessee shall be obligated to repair the Premises after it removes any such property so affixed to the Premises.

Any such property not removed from the Premises in accordance with this paragraph shall become the exclusive property of the City and/or Landlord, subject to the provisions of the Master Lease. Sublessee shall not make any capital improvements, structural modifications or structural additions to the Premises without the prior written approval of the City and Landlord, subject to the provisions of the Master Lease. Capital improvement projects will include the following but not limited to: upgrading the rehearsal room flooring, upgrading of theater balcony spaces, upgrading scaffolds, restoring exterior signage, upgrading Premises lighting, refurbishing theater seats, installing new carpeting throughout Premises, and additional equipment upgrades. If required under the Master Lease, the Landlord; provided, however that the foregoing shall not require Sublessee to obtain approval for any sets constructed in connection with Sublessee's theatrical productions.

11. Operation of Premises; Permitted Uses. During Sublessee’s occupation of the Premises pursuant hereto, Sublessee shall occupy and operate the Premises as a live performing arts center, including its ancillary functions, in accordance with the Operating Agreement. Landlord and City acknowledge and agree that in connection with the operation of the Premises as a theater, Sublessee may engage in related income generating activities in support of its primary tax exempt purpose as proscribed by the Internal Revenue Service, the Attorney General of the State of California, and the permitted uses of the Premises as described in Section 7.01 of the Master Lease and the REA, pursuant to which Sublessee may operate or cause to be operated a concession operation (up to a maximum of 500 square feet of the Premises) for the display and sale of coffee, cookies, pre-packaged sandwiches, and other food items, as well as T-shirts, memorabilia, and other items. Additionally, if a beer and wine or other liquor license is lawfully obtained (and Sublessee obtains alcohol liability insurance), Sublessee may sell alcoholic beverages to the extent permitted by such license. Sublessee shall have year-round, twenty four (24)-hour access to the Premises; provided, however, that access between 2:00 a.m. and 7:00 a.m. is conditioned upon Sublessee either providing Landlord with twenty four (24) hours written notice of Sublessee's intent to access the premises during such extended hours or Sublessee's having provided sufficient security lighting in the parking area adjacent to the Premises (placement of which is subject to Landlord's sole discretion and prior approval) and notifying Landlord's Security Offices when employees intend to remain after 2:00 a.m. Sublessee will pay its proportionate share of any increased costs incurred by Landlord at Sublessee's request relative to the common areas in the Town Center (including, without limitation, the cost of installation or otherwise providing additional lighting and/or security). Notwithstanding anything to the contrary contained in this Sublease, Sublessee acknowledges that Landlord shall have no responsibility for the provision on behalf of Sublessee of any security or lighting services in the common areas in the Town Center during extended hours operation/access in and to the Premises by Sublessee where Sublessee remains open during such extended hours without having provided Landlord with at least fortyeight (48) hours prior written notice of Sublessee's intent to access the premises during such extended hours.

12. Sublessee’s Location. Landlord agrees to designate Sublessee’s location in Landlord’s mall directory at no cost or expense to Sublessee. Sublessee’s signage shall otherwise conform to Exhibit F (Sign Criteria).
12 4781

13. Parking. Subject to Landlord's rules and regulations in the Town Center, Colony's guests and invitees shall have the nonexclusive right to park in any of the public/customer parking areas in the Town Center.

14. Master Lease.
a. Term Meanings. All terms used herein, which are defined in the Master Lease, shall have the respective meanings ascribed thereto in the Master Lease, as modified hereby. All of the terms and conditions contained in the Master Lease are incorporated herein as terms and conditions of this Sublease (except that in the event of any inconsistency between this Sublease and the Master Lease, the terms and conditions of this Sublease shall govern).
b. Master Lease Modifications. From and after the Effective Date, all references in the Master Lease to (a) “The Los Angeles County Natural History Museum” or the “Museum” shall be deemed to be references instead “The Colony Theatre Company”, and (b) the “Sublease” shall be deemed to be references to this Sublease. c. Amendment to Article 15. Article 15 of the Master Lease is hereby deleted in its entirety and replaced with the following new Article 15: “Except as expressly provided in this Article 15, Tenant shall not transfer, assign, sublet, license, grant concession agreements, or mortgage or hypothecate this Lease or Tenant’s interest in and to the Premises or any part thereof whether by operation of law, merger, consolidation, liquidation or otherwise (collectively, “Transfer”) during the Term of this Lease. Notwithstanding the foregoing, Tenant may sublet the entire the Premises to a third-party operator experienced in the Permitted Use as described in Section 7.01 above for the sole purpose of operating the Premises for the Permitted Use (a “Third-Party Operator Transfer”). Tenant agrees that any agreement with, or sublease to, a third-party operator in connection with a Third-Party Operator Transfer shall contain a termination right for the benefit of Tenant pursuant to which Tenant shall be permitted to terminate such agreement or sublease for any or no reason by giving the third-party operator not less than thirty (30) days’ prior notice of the termination of the agreement or sublease. The use and occupancy of the Premises by any third-party operator pursuant to a Third-Party Operator Transfer shall be in accordance with, and pursuant and subject to, the provisions, terms and conditions contained in this Lease. In furtherance of the foregoing, Tenant or its third-party operator may engage in income generating activities that are related and ancillary to the operation of the Premises for the Permitted Use, provided such activities are conducted in accordance with, and pursuant to the provisions, terms and conditions of this Lease. Any Transfer, other than a Third-Party Operator Transfer as described above, shall be void and confer no rights whatsoever upon any third party. No acceptance of Rent by Landlord from any Person shall be deemed Landlord’s consent to any Transfer. Notwithstanding any Transfer of this Lease, including without limitation, any Third-Party Operator Transfer, Tenant shall remain fully liable for the full performance of each and every obligation under this Lease to be performed by Tenant.”
d. Landlord Acknowledgement. Landlord acknowledges and agrees that Sublessee's operations at the Premises, as described in the Operating Agreement and this Sublease, 13 4782
are permitted uses of the Premises in compliance with the requirements of the Master Lease (including, without limitation, Section 7.01 (Use) and the REA. e. Master Lease Term. The parties hereto each acknowledge and agree that the term of the Master Lease expires on November 14, 2044, unless otherwise extended in accordance therewith. For the Term of this Sublease (as may be extended pursuant hereto), Landlord hereby waives, cancels and releases any and all rights to terminate the Master Lease upon City’s exercise of any right to extend the Master Lease Term (including, without limitation, pursuant to Section 3.02 of the Master Lease).
f. Default Under Master Lease. Sublessee and City each agree to take no action that would create a default by City underthe Master Lease. If City shall default under the Master Lease or reject the Master Lease in a bankruptcy proceeding or if any other event shall occur that would permit Landlord to terminate the Master Lease (or accept a surrender or termination of the Master Lease by City) or exercise any other rights or remedies under the Master Lease (any such event, a "City Default") and City shall fail to cure such City Default within any applicable grace period provided in the Master Lease, Landlord shall (a) promptly give written notice of such City default to Sublessee, and (b) not terminate or accept a surrender of the Master Lease or otherwise enforce any of itsrights or remedies under the Master Lease as a result of such City default unless such City default shall not have been cured within 30 days after receipt of such notice by Sublessee. g. Termination of Master Lease. If the Master Lease shall for any reason be terminated or rejected prior to the expiration of the Term hereof, whether by reason of a default by City, a bankruptcy or otherwise (regardless of whether Sublessee exercised itsright to cure pursuant to the immediately preceding section hereof), (a) Landlord shall promptly give written notice of such termination or rejection to Sublessee, and (b) upon request by Sublessee within thirty (30) days after receipt of such notice, Landlord shall enter into a new lease relative to the Premises with Sublessee on substantially the same terms and conditions as are set forth herein for the duration of the Term hereof (as the same may be extended pursuant hereto). The obligation of Landlord to enter into any such new lease shall be subject only to payment by Sublessee of all past due rent and other amounts accrued underthe Master Lease prior to the date of termination and the cure by Sublessee of any non-monetary terms which are reasonably capable of being cured by Sublessee. h. Amendment of Master Lease. At least ten (10) days prior to any amendment of the Master Lease, Landlord and City shall provide written notice to Sublessee of the amendment.
i. Ratification, Estoppel, and Release. Landlord and Tenant hereby ratify, confirm, and reaffirm the terms, conditions and provisions set forth in the Master Lease as amended hereby. Except as amended hereby, all other provisions of the Master Lease, not otherwise inconsistent with this Sublease, shall remain in full force and effect. Tenant hereby certifies to Landlord that (i) Landlord is not in defaultin any respect under any of the terms, covenants, and conditions of the Lease, and (ii) Tenant has no set-offs, counterclaims, or defenses against Landlord whatsoever under the Lease. Tenant, as a condition precedent to the effectiveness of this Amendment, for itself and for its predecessors, parent, subsidiaries, affiliates, and any related party or person, releases Landlord and Landlord’s 14 4783
affiliated entities and their respective agents, partners, officers, directors, and employees from any and all liability, claims, damages, demands, losses, or causes of action or any other form of remedy or relief, legal or equitable, that are, have been, or could have been or in the future might be asserted in any way relating to the Lease, Landlord’s performance thereunder, and/or the Premises, from the beginning of time to the Effective Date hereof.

It is the intention of Tenant that upon execution of this Amendment, such execution shall result in a full, voluntary, and complete release of the matters set forth in this Paragraph, and, in that regard, Tenant acknowledges that it is familiar with Section 1542 of the Civil Code of the State of California, which 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 as the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor,” and nevertheless waives and relinquishes every right or benefit which Tenant has or may have under said Section 1542 of the Civil Code of California (as well as any other state or federal statute, law, or rule of similar effect) to the fullest extent that Tenant lawfully may waive such rights and/or benefit. Tenant intends to fully and forever release all of the aforesaid claims, whether known or unknown.

15. Termination. This Sublease may be terminated by the City upon the occurrence of any of the following events:
a. Any breach of this Sublease or the Operating Agreement by the Sublessee which remains uncured for a period of thirty (30) days after written notice from the City; or, b. Appointment by court order of a receiver, liquidator or trustee for the Sublessee or the filing of a petition to liquidate or reorganize the Sublessee by a third party under any bankruptcy, reorganization or insolvency law, which order or petition is not vacated or dismissed within 90 days, or the filing by the Sublessee by a petition in bankruptcy, reorganization or insolvency laws, or an assignment by the Sublessee for the benefit of creditors or the adjudication of the Sublessee as bankrupt, or as an insolvent company, which remains uncured for a period of thirty (30) after written notice from the City.

16. General Terms.
a. Entire Agreement. This Sublease contains the entire agreement of the parties hereto and supersedes any prior written or oral agreement between them respecting the subject matter contained herein. There are no other representations, agreements, arrangements, or other understandings, oral or written, between the parties hereto respecting the subject matter contained herein which are not fully expressed herein. b. Titles and Headings; Context. Titles and headings to paragraphs in this Sublease are for the purpose of reference only and shall in no way limit, define, or otherwise affect the provisions of it. When the context so indicates in this 2026 Sublease and Master Lease Modification, the singular includes the plural; the plural includes the singular, and the masculine includes the feminine and neuter.
c. Incorporation by Reference. Every exhibit, schedule, and other appendix attached to this Sublease and referred to herein is hereby incorporated in this Sublease by reference. 15 4784
d. Execution Counterparts. This Sublease may be executed in counterparts, and each such duplicate counterpart shall constitute an original, any one of which may be used for any purpose without the production of its duplicate counterpart. Moreover, each counterpart shall be deemed for all purposes to be an original, and all such counterparts together shall constitute one and the same instrument, binding on all Parties hereto. Transmission by facsimile, electronic mail, and/or other validated instantaneous electronic transmission to one Party of a true copy of a counterpart duly executed by the other Party shall constitute valid delivery of such counterpart, and shall be valid, binding and effective for all purposes.

Notwithstanding the foregoing, the authority under this Section to execute this Sublease with an electronic signature shall be limited to a physical “wet” ink signature placed on a counterpart to this Sublease by a Party and transmitted electronically as described in this Section to the other Party.
e. Successors. Notwithstanding any other provisions hereof, all the terms, covenants and conditions of this Sublease shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.
f. Third Parties. Nothing contained in this 2026 Sublease and Master Lease Modification is intended to confer any benefit or right of any kind on any person who is not a party signatory to this Sublease.
g. Notices. Notices, requests, and other communications hereunder shall be effective when received, but if sent by registered or certified mail, postage prepaid, shall be effective three (3) business days after being deposited in the United States mail. The address of the respective parties is set forth below. The parties may change their address by giving written notice thereof:

Sublessee: The Colony Theatre Company
555 North Third Street
Burbank, CA 91502
City: The City of Burbank
ATTN: Parks, Recreation and Community Services Department 150 North Third Street
Burbank, CA 91502
Landlord: Onni Burbank Town Center LLC
ATTN: Legal
201 East Magnolia Boulevard, Suite 151
Burbank, CA 91502
Email: [email protected]
With copies to: Onni Burbank Town Center LLC
ATTN: Legal
1010 Seymore Street, Suite 200
Vancouver BC, Canada V6B 3M6
16 4785
Allen Matkins Leck Gamble Mallory & Natsis LLP
ATTN: David B. Stone, Esq
865 South Figueroa Street, Suite 2800
Los Angeles, CA 90017-2543

h. Possessory Interest Tax. City shall be responsible for any and all possessory interest taxes levied upon the Premises, and Sublessee shall not be liable for any such tax assessment unless directly attributable to Sublessee’s actions or modifications to the Premises that create a new, separate possessory interest. If any such tax is assessed against the Sublessee, the City shall either (a) pay the tax directly or (b) reimburse Sublessee for any payments made within thirty (30) days of receipt of proof of payment. In the event of any dispute regarding the validity or amount of such taxes, Sublessee shall have the right, at its sole discretion and expense, to contest the assessment in good faith. If the Sublessee elects to contest the assessment, the City shall cooperate fully in such contestation and shall not take any action that would waive or impair Sublessee’s right to challenge such assessment. By executing this Sublease, and accepting the benefits thereof, a property interest may be created known as a “possessory interest” and such property interest may be subject to property taxation. Sublessee, as the party in whom the possessory interest is vested, may be subject to the payment of property taxes levied upon such interest. i. Authority. The parties hereto represent and warrant that each has the authority and all requisite approvals to enter into this Sublease. If and when fully executed, this Sublease shall be binding on and inure to the benefit of the parties hereto and their respective legal representatives, successors, and permitted assigns.
j. Governing Law; Partial Invalidity. This Sublease and the rights and liabilities of the Parties to this Sublease will be governed by the State of California. If any term or provision of this Sublease or application of this Sublease to any person or circumstance is found to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Sublease, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, will not be affected by such invalidity or unenforceability, and each term and provision of this Sublease will be valid and enforced to the fullest extent permitted by law.
k. Laws and Ordinances. Sublessee shall obtain any and all permits and licensesthat may be required in connection with its operations at the Premises and shall comply with all applicable federal, state, county and local laws and regulationsin the exercise of the rights and privileges granted to it by this Sublease.
l. Right of Entry. City shall have the right to enter upon the Premises, at any and all reasonable times, at least forty-eight (48) hours in advance, for the purpose of inspection and observation of Sublessee's performance hereunder. Notwithstanding anything to the contrary contained in this Sublease, in the event of an emergency Landlord agrees to exercise reasonable efforts to give advance notice to Sublessee of Landlord's need to enter the Premises, provided further however, that Landlord shall have the right to enter the Premises in the event of an emergency even if Landlord is unable to provide Sublessee with such prior notice of Landlord's entry.
17 4786
The City will at all times have and retain a key with which to unlock all of the gates (if any) in the Premises and the City will have the right to use any and all means that it may deem reasonable and proper to open such doors in emergencies in order to obtain entry into the Premises. Any entry into the Premises obtained by the City by any means whatsoever will not under any circumstances be deemed a forcible or unlawful entry into, or detainer of, the Premises, nor will such entry be construed to be an eviction of Sublessee from any part of the Premises. The City will give Sublessee such notice as is reasonable under the circumstances before and after entry into the building on the Premises due to any emergency.
m. Enforced Delay. Extension of Time Performance (Force Majeure). Performance by any party hereto shall not be deemed to be in default where delays or defaults are due to war; insurrection; riots, floods; earthquakes; fires; acts occasioned exclusively by violence of nature without the interference of any human agency; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; or the imposition of any applicable governmental moratorium; or any other causes beyond the reasonable control of such party. Any extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause if written notice by a party is sent to the other parties hereto within thirty (30) days of the commencement of the cause and upon acceptance and approval by the other parties hereto (which approval shall not be unreasonably withheld or delayed); in all other events, such extension shall run from the date thirty (30) days (but in no event earlier than the date of the cause of the extension) from the date of written notice by such party and upon acceptance and approval by the other parties hereto (which approval shall not be unreasonably withheld or delayed).

Sublessee waives any claim for damages for any injury or inconvenience to, or interference with, Sublessee’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss caused by the entry of the City as described herein, and Sublessee agrees that there will be no abatement of Rent by reason of the City’s entry for the purposes described in this section.
n. Waiver. A waiver by any party of any of the terms and conditions of this Sublease in any instance shall not be deemed or construed to be a waiver of such terms or condition for the breach if this Sublease (including an Event of Default) by the other party, provided that no such waiver shall be binding or effective unless in writing and no such waiver shall constitute a continuing waiver of similar or other breaches. A waiving party, at any time, and upon notice given in writing to the breaching party, may direct future compliance with the waived term or terms of this Sublease, in which event the breaching Party shall comply as directed from such time forward.
o. Consent or Approval Rights. Whenever a party’s consent or approval is required in the Sublease, such consent or approval shall be deemed given should the party fail to respond within thirty (30) days after being provided with a written notice or a written request for:
consent or approval pursuant to the provisions of this Sublease. p. Nonwaiver. Failure by City to promptly enforce any regulation, remedy or right of any kind under this Sublease will not constitute a waiver of the same and such right or remedy may 18 4787
be asserted at any time after City becomes entitled to the benefit thereof notwithstanding delay in enforcement.

17. Surrender. On expiration or early termination of this Sublease, Sublessee will deliver all keys to City and surrender the Premises, subject only to reasonable wear and tear from ordinary use, and the removal of any attached fixtures by Sublessee to which Sublessee is entitled under this Sublease. Sublessee must remove all of its furnishings and movable trade fixtures installed by Sublessee.

18. No Interpretation Against Draftor. The Parties hereby agree that no provision of this Sublease will be construed against Landlord, Sublessee or City on the basis that the provision was drafted by such party or such party’s counsel.

19. Limitation on Liability. Notwithstanding anything contained in the Master Lease to contrary, Landlord and Tenant hereby acknowledge and agree that any obligation or liability whatsoever of the Landlord which may at any time arise under or pursuant to the Master Lease or any obligation or liability that may be incurred by Landlord pursuant to any other instrument, transaction, or undertaking contemplated thereby, shall be satisfied, if at all, out of the Landlord’s interest and estate in Premises. No such obligation or liability shall be personally binding on, nor shall resort for the enforcement thereof be had to, any other property of the Landlord or the private property of any of its officers, directors, stockholders, members, partners, employees, brokers, or affiliates, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise. [Signatures on following page]
19 4788
IN WITNESS WHEREOF, this Sublease has been executed by the parties as of the Effective Date.

CITY OF BURBANK THE COLONY THEATRE COMPANY
A California nonprofit public
benefit corporation
___________________________________________________________________ Signature Signature
___________________________________________________________________ Name (please print) Name (please print)
___________________________________________________________________ Title Title

ONNI BURBANK TOWN CENTER, LLC
_____________________________
Signature
_____________________________
Name (please print)
_____________________________
Title
Approved as to Form
Burbank City Attorney’s Office
___________________________
Jill Vander Borght
Attest:

Office of the City Clerk
_____________________________
Kimberley Clark
City Clerk Chief Assistant City Attorney
20 4789

EXHIBIT A

MASTER LEASE
21 4790

LB AS B
Media City center
Burbank, California
by and between

HAAGEN-BURBANK PARTNERSHIP,
a California general partnership, as Landlord
original Draft:

Revision:
and
�HE CITY OF BURBANK
as Tenant
April 19, 1991
September 16, 1991
November 14, 1991
December 20, 1991
February 19, 1992

EXHIBIT A
22 4791

LIST OF DEFINITIONS AND PAGES WHERE THEY APPEAR
Bankruptcy Code • •
Center
Ccmmon Areas
Condemnation •••
Construction Work .

Contractor .•..

Contractor's Waiver of Lien
da"y ••••••••
Default Rate
Development Site
Event of Default ....

Food Court Area ••
Full Lease Year •... ..

GI.A • • • •
including .

Indemnified Persons .

Indemnified Persons ...••.

Instrument
Insureds . . • • • . ....

Landlord•• Managing Agent .

Landlord's Building .

Landlord's Site •.

Law .....

Lease Year ••••.

Main Term .

Major Non Retail Tenants
Major Department Stores .
may ••
Minimum Rent
month . .
open •• • ••
opened •••.

Other Persons ••.
out Parcel
Partial Lease Year
Partial Year Fraction •.

Parties to the REA
perform •.•..

Person
Preliminary Term
Premises •••.•
.REA • • • •
Rent Commencement Date
Rent ... .. .

Shopping Center Site
Taxes ..•
':l'erm
�ransfer ....•
':l'urn Over Date
Unavoidable Delay
year . . . . . . . . • . .

PAGE
20 3
2 25
12 s
5 3
2 2
21 3
6 2
3 15
16 24
14 14
3 3
3 6
6 3
3 3
7 3
3 3
24 3
6 6
4 3
3 6
3 4
7 7
3 7
6 19
4 27
3 23
4792

TABLE OF CONTENTS

ARTICLE

1. INTRODUCTION . ,. . . . . . . . . . . . . . . . . . . . .

SECTION 1.01. FUNDAMENTAL LEASE PROVISIONS
SECTION 1.02. EXHIBITS. • ••••••••
SECTIOl'f 1.03. GENERAL l>EFINITIONS. • ••
SECTION 1.04. GLA. • • • • • • • • • • •
SECTION 1.05. CHANGES; RELOCATION. • ••
SECTION 1.06. REA •••• •••

2. NENISES AND TENANT'S WRK • • • • • • • • • • • •
SECTION 2.01. LANDLORD'S WORK. • •••••
SECTION 2.02. OPENING • • • • • • • • • •
SECTION 2.03. OELAY • • • • • • • • • • •
SECTION 2.04. MECIWIICS1 LIENS. • ••••
SECTION 2.05 OWNERSHIP OF IMPROVEMENTS
J. TERN Of THIS LEASE
SECTION 3.01.

SECTION 3.02.

TERN •• .••
RIGHT TO EXTEND • •

4. IENT •• ••••• ..•... •......

SECTION 4.01. AGREEMENT TO PAY . .

SECTION 4.02. RENT COMMENCEMENT DATE • •
SECTION 4.03. MINIMUM RENT • • • • • •
SECTION 4.04. ADDITIONAL RENT • • • • ·• • •
SECTION 4Q05 • RENT PAYMENTS •

5. TAXES AND ASSESSMENTS •••••• •• •... •
SECTION 5.01. TENANT'S SHARE •• ••
SECTION 5.02. PAYMENT •• • •. .•
SECTION 5.03. CONTESTIHG TAXES. • •
SECTION 5.04. BUSINESS TAXES. • • • •
SECTION 5.05. SALES TAX; ADDJTJONAL TAXES
SECTION 5.06. TAX STAT.US • • • • •. • . •

6. UTILITIES • • • • • . • • .. . . • • • . . • . . • . . • .

SECTION 6.01. UTILITJES. • •••••.••
SECTION 6.02. UTILITIES AND OTHER CHARGES,

7. USE DF PREMISES ...... ... .. .... ... . .

SECTION 7 .01. .USE. • • • • • • • • • • •
SECTION 7.02. HOURS ••••••• ••••
SECTION 7.03. 'OPERATIONAL REQUIREMENTS
SECTION 7.04. USE OF ROOF ••..•
SECTION 7.05. SEPARAlE HVAC SYSTEMS

8. CDCMDN AREAS • • • • •
SECTION 8.01.

SECTION 8.02.

SECTION 8.03.

SECTION 8.04.

SECTION 8.05 ..

JJSE Of COMMON AREAS

CHANGES SY LANDLORD
RULES • • • • • • • • ••••••

LANDLORD'S MAINTENANCE AND CONTROL
£MPLOY.EE PARKJNG •

9. ADVERTJSJNG AND PROMOTION • .

10. CONSTRUCTION WORK .. • • • • . ••
SECTION 10.01. APPROVALS AND RECIUIREMENTS

11. INDEMNITY AND INSURANCE •• •••••••••••••
SECTION 11.01. TENANl 1S INSURANCE •••
SECTION 11.02. LANDLOR0 1S INSURANCE ••
SECTION 11.03. JNDEMNIFICATJON BY TENANT ,
SECTION 11.04. MUTUAL WAIVERS ••••• ..

SECTION 11.05. CCtlPUANCE WITH REQUIREMENTS
SECTION 11.06. EFFECT OF LANDLORD'S INSURANCE
SECTION 11.07. LANDLORD'S RESPONSIBILITY.

12. ltECONSTRUCTJON • • •
SECTION 12.01.

SECTION 12.02.

SECTION 12.03.

SECTION 12.04.

SECTION 12.05.
. . - - .. .......... .

LANDLORD 1S RECONSTRUCT JON.

TENANT IS RECONSTRUCTION. • •
1ANDLORD 1S TERMINATION RIGHT.

ABATEMENT.

J>ENOUTJON. • ••. .••

13. MINTENANCE Of PR'EMI SES • • • • • • • • • •
SECTION 13.01. 1ANDLORD 1S DUTY.

SECTION 13.02. TENANT 1S DUTY. • •
SECTION 13.03. RIGHT Of ACC£SS. .

SECTION 13.04. CONFLICTS. • • • •

14. FIXTURES AND PERSONAL. PROPERTY • • • • • • . • • . .

SECTJ ON 14. 01. TENANT IS 'PR OPE RT Y: REMOVAL .

SECTION 14.02. JMPROVEMENTS. •

15. ASSJGNNENT MD SUBLETTING ••• •••••

16. BANKRUPTCY • INSOLVENCY ••• •• •••••••
SECTION 16.01. BANKRUPTCY • INSOLVENCY

17. DEPAUL TS BY TENANT
SECTION 17 .01.

SECTION 17 .02.

SECTION 17 .03.

SECTION 17.04.

EVENTS OF DEFAULT.

1..ANDLORD 1S REMEDIES •• •

DAMAGES UPON TERMINATION
LANDLORD'S SELF•HELP •.•
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24 4793

18. 'LIABILITY Of LANDLQIU)

19. SUIORDINA.TICltil AND ATTORNMENT • • • • • • • • • • • SECTICII 19.01. SUBORDINATION •••• .

SECTION 19.02. ATTORNMENT •••• , • , • •
.sECIJCII 19.03. JNTENT • • • • • • • • • •

20. SALE OF PIENJ SES IY UIIDLORD • • • • • • • • • • •

21. ESTCIPPE1 CERTIFICATES •• ••••••• .•••

22. QUIET ENJDYNENT ••••••• ••• •••• ••

23. SURRENDER AND HOLDJNG OVER • ,. •• •••••
SECTICII 23.01. DELIVERY AFTER TERM • ••
SECTJOII 23.02. IIOLDING OVER: RENT • • •

24. CDNDEMNATICII • . . • . . . . . • • . . . . . . . . . .

SECTION 24.01. TAKING • • • • • • • • • • •
SECTICII 24.02. CENTER • • • • • • • • • • •
SECllON 24.03. AWARD OWNERSHIP •••

25. NISCELLANECIUS • • • • • • • • • • • • •
SECTION 25.01.

SECTION 25.02.

SECTION 25.03.

SECTION 25.04.

SECTION 25.05.

SECTION 25.06.

SECTION 25.07.

SECTION 25.08.

SECTION 25.09.

SECTION 25.10.

SECTION 25.11.

SECTION 25.12.

SECTION 25.13.

SECTION 25.14.

SECTION 25.15.

SECTIOI 25.16.

SECTION 25.17.

SECTI.ON 25.18.

SECTION 25.19.

SECTION 25.20.

INTERPRETATION.

RELATIONSHIP •
NOTICES ••••
SUCCESSORS • •
BROKER1S COMMISSION
UNAVOIDABLE DELAYS • • •
SEVERABILITY ••••
ENTIRE AGREEMENT • •
OTHER TENANTS ••• •
APPLICABLE LAW; ACTIONS
ACCORD AND SATISFACTION. , •
CORPORATE TENANTS: PARTNERSHIPS .•
LIQUIDATED DAMAGES; ATTORNEYS' FEES
TI ME OF ESSENCE • • •
FINANCING •• •••
ADDITIONAL FEES ••

EXECUTION OF LEASE

NON-DI SCRJMINAT ION
TRANSPORTATION PLAN ••••• , •• , ••• • ••• , ••

NON-LIABILITY OF TENANT OR MUSEUM OFFICIALS AND EMPLOYEES 23 24
24 24
24 24
25 25
25 25
25 25
25 25
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26 26
26 26
26 27
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25 4794

LE AS E
fiIS LEASE is �ade and entered into as of the Jfu
day of �D; , 1992, between HAAGEN-BURBANK PARTNERSHIP, a Calif orni general • partnership ( "Landlord 11) , and THE CITY OF BURBANK ("Tenant") , Landlord and Tenant having the following notice addresses:

Landlord:

Tenant:

Haagen-Burbank Partnership
The Alexander Haagen Company, Inc.
3500 Sepulveda Boulevard
P. o. Box 10010
Manhattan Beach, California 90266
To the Premises and:
�he city of »urbank
275 Bast Olive Avenue
Burbank, California 91510-5459
Attn: Steve Helvey
'l'he parties do hereby recognize and agree that,· in
fact, this instrument is a suble�se, Landlord is subleasing the Premises (as defined in §1.03 hereof) to Tenant, and Landlord is acting as Sublessor and Tenant is acting as sublessee.

NOW, 'l'HEREFORE, in consideration of the teJ;Dls,
covenants and conditions herein set forth, Landlord and Tenant hereby covenant and agree as follows:

ARTICLE 1. INTRODUCTION
SECTION 1.01. FUNDAMENTAL LEASE PROVISIONS. The following provisions are for convenient reference, subject to the terms of this Lease. Conflicts between §1.01 and other provisions shall be contro1led by the latter. §1.01 does not contain a complete list of charges to Tenant.
(a) Use: See §7.01
(b) Main Term: Expiring on or before
(c) Tenant Space Number:
(d) iNTENTIONALLY DELETED.

November 14, 2044 (See §3.01)
•- (See Exh. B)
(e) Minimum Rent: $1 .. 00 per year (See §4.03)
(f) Rent Commencement Date:

The earlier of: (a) the date Tenant opens
or (b) ninety (90) days following the Turn
over Date (subject to postponement
pursuant to §25.06). (See §4.02)
(g) Other Sums Payable:

Taxes
utility Charges
Reimbursable Charges
(to be determined)
HB/PARICSDBP.HB/2.19.92
(See Article 5)
(See Article 6)
(See Exh. C, §D)
Burbank/Media City Center
Tim crrv OF BURBANK
26 4795
SECTION 1.02. EXH:IBITS. The following are attached hereto as exhibits and hereby made a part of
this Lease:

EXHIB:IT A Development site, showing the site plan
of the Shopping Center Site, out Parcels,
and the approximate location of the
Landlord's Building, the Major Department
Stores, Phase II, the Major Non-Retail
Tenants and cultural Facilities
(Premises);
EXHIBIT A-1 Legal description of Site as presently
constituted;

EXHIBIT B

EXHIBIT C
Legal Description of Premises
Description of work to be performed by
Landlord and work to be performed by
Tenant in the Premises;

EXHIBIT D

EXHIBIT E

EXHIBIT F
SECTION 1.03.
contractor• s Affidavit (See §2. 04 (a)); and
Mechanical Electrical schedule
Museum Sublease
GENERAL DEFINITIONS.
(a)
(b)
(c)
(d)
"Common Al':ll§" means all areas, facilities and improvements provided in the Center from time to time for the non-exclusive common use of Landlord, tenants, Major Department Stores, Major Non-Retail Tenants, and Junior Department Stores, occupants of the Cultural Facilities and their respective employees and invitees, including the Enclosed Mall, parking areas and structures, sidewalks, stairways, bridges, walkways, escalators, elevators, service corridors, loading docks 'and areas, delivery areas, trash facilities, landscaped areas, package pickup stations, restrooms and public toilet rooms, access and interior roads, retaining walls, and bus stops.

Also included as Common Areas shall be any joint use parking facilities which may be located on out Parcels of the Shopping Center Site and as to which Landlord, tenants, Major
Department Stores, Major Non-Retail Tenants, and Junior Department Stores and occupants of the Cultural Facilities and their respective employees and invitees may have non-exclusive common or partial use.
11pefault �" means a per annum rate of interest at two
percent (21) over the then �xisting prime or referenced rate of interest announced by Wells Fargo Bank, N.A., Los Angeles, California (but in no event exceeding the maximum rate
permitted by law).
"Development Si te11 means, as the same may be changed from time to time, the land, upon which the Shopping Center Site and Out Parcels are located, the present plan for which is shown on Exhibit."A".
"GLA" means, with respect to the Premises and all other leasable areas, Landlord's best estimate of floor area, in square feet, in all areas of the center and on all levels in Landlord's Building for the exclusive use of the occupant and its customers, including mezzanines and balconies used for the sale of goods and services (excluding, among other areas, mall management office and Marketing Service space, community rooms, cultural facility, mall storage and security areas, and loading docks which are not reserved for the exclusive use of an occupant). Until such time as that portion of Landlord's Building located in the area designated as Phase II on
Exhibit "A" has been opened to the public, the Phase II area of Landlord• s Building shall be excluded from GLA. No
deduction from GLA shall be made for columns, shafts, stairs, HB/PARKSDEP.HB/2.19.92
Burbank/Media City Center
nm CITY OF BURBANK
27 4796
(e}
(f)
(g)
(h)
(i)
(j)
(k)
(1)
stairwells, elevators or any interior construction or
equipment.
"Landlord's Building" _means the structure shown on Exhibit "A" as "Landlord• s Building", including the Enclosed Mall and leasabie areas, as the same may be altered, reduced or
expanded £rom time to time.
•Landlord'§�" means, as the same may be changed from time .to 1:ime, that portion of the Shopping Center site which at any time in question Landlord owns or controls under a saleleaseback, ground lease or sublease, a legai description of which, as presently constituted, is attached hereto as
Exhibit 11A-1".
"� Department stores" means those portions of the Shopping Center Site owned or leased by the occupants of those certain buildings indicated on Exhibit "A" as Buildings 1, 2, 3 and 4. 0� BQil Retail Tenants" means those portions of the
Shopping Center Site owned or leased by the occupants of those certain buildings indicated on Exhibit "A" as Building 5. 110ut Parcel n means those portions of the Development Site indicated on Exhibit "A" as Out Parcel.
'l'he words "open", "opened" and variations thereof when applied to the Premises mean, unless otherwise expressly stated, that Tenant's business in the Premises is open or has opened, as the context requires, to the public.
0ZQ.gg court Area" means the area utilized from time to time for small restaurant operations in Landlord's Building
including individual tenant premises, seating areas and maintenance and service areas serving only the Food Court Area.
"Premisesn means the real property in the county of· Los Angeles, State of California, described in Exhibit "B" and in the general area as shown on Exhibit "A."
(m) •shopping Center Site" means, as the same may be changed from time to time, the land upon which a shopping center known as Media City Center is located in Burbank, California. "Center" means the Shopping Center Site and all other improvements on the Shopping Center Site, as the same may be changed or renamed from time to time, the present plan for which is shown on Exhibit "A". It is specifically understood and agreed that Landlord may provide, but is under no obligation to do so, joint use parking facilities to be located on Out Parcels of the Shopping Center Site.
(n) 'Unless otherwise stated, "year" means calendar year, "month" means calendar month, 11day11 means calendar day, '' including" nea.ns including without limitation, "may" means the party has the right but not the obligation, "perform" means perform or cause to be performed, "Person" means an individual,
corporation, partnership and every other type of entity, and 0�" means all applicable laws, statutes, codes, ordinances, rules, regulations, orders, guidelines and judgments.

SECTION 1. 04. GLA. The GLA in the Premises shall be the estimated GLA stated in §1. 01 (e), until adjusted as provided herein. If the actual GLA in the Premises varies from that set forth in §1.01(e), then the GLA in the Premises shall be deemed to be such actual GLA and all Additional Rent shall be based on the actual GLA.

SECTION 1.05. CHANGES; RELOCATION. As between Landlord and 'l'enant, Landlord may from time to time add land to or eliminate 1and from the Shopping Center Site, or eliminate or add any improvements, or change or consent to a change in the shape, size, 1ocation, number, height or extent of the improvements to any -3-
HB/PARICSDBP.HB/2.19.92
Burbank/Media City Center

THE CITY OF BURBANK
28 4797
portion of the Center. Landlord shall not, however, change the dimensions or location of the Premises or materially adversely affect access to the Premises from the parking area with out Tenant• s consent, unless required by Law or in the event of emergency.

SECTION 1.06. JmA. The Center is and shall be subject and subordinate to the agreement ("�") among Landlord and certain Major Department s�ores, as such agreement may be or may have been amended or �upplemented from time to time. As used in this Lease, the "Parties .t,Q the BB" means the original parties to the REA and any subsequent parties thereto. The REA s-hall not change the dimensions or location of the Premises without Tenant's consent.

SECTION 2.01.

ARTICLE 2. PREMISES AND TENANT'S WORK
LANDLORD'S WORK.
(a)
(b)
(c)
Provided Tenant shall sublet the Premises to the "Museum" as provided herein, Landlord shall construct a building
("Building") on the Premises substantially in conformance with the terms and conditions as set forth in Exhibit c,
("Landlord's Work").

Xf Tenant shall fail to sublet the Premises to the Museum in accordance with the provisions contained in this Lease, Landlord shall not be obligated to perform Landlord's Work as provided under Exhibit c. In lieu thereof, Landlord shall construct a cultural facility for use by Tenant.

Prior to the Rent Commencement Date, and provided Tenant shall have sublet the Premises to the Museum as provided herein, Landlord agrees to deliver to Tenant, and Tenant agrees to accept from Landlord, possession of the Building when the Building is sufficiently completed, except for minor check 1ist items, so that the Museum can enter the Building to perform the "Tenant's Workn (the "Turn over Date"). "Tenant's Work" shall consist of those interior, non-structural
improvements to the Building necessary for the set-up and display of the Museum's exhibitions and educational programs, at no cost or expenses to Landlord or Tenant. Written
notification by Landlord of the Turn over Date shall be conclusive and binding upon the parties hereto.
(d) TENANT AGREES AND REPRESENTS AND WARRANTS THAT IT SHALL NOT

XNCORPORATE OR PERMIT OR SUFFER TO BE INCORPORATED, KNOWINGLY

OR UNKNOWINGLY ANY MATERIAL CONTAINING ASBESTOS OR OTHER TOXIC OR.HAZARDOUS SUBSTANCES INTO THE PREMISES, TENANT'S BUILDING OR TENANT'S WORK. Tenant warrants and guarantees that Tenant will prevent any action by or on behalf of Tenant, Tenant's employees, and agents that will cause the Premises to be in vio1ation of, or will subject the Premises to, any remedial obligations under feder�l, state or local environmental laws, rules, regulations or ordinances. Tenant further warrants and guarantees that no regulatory actions, proceedings or claims exist against Tenant in relation to violation of any .laws. :In the event contamination of the Premises occurs, Tenant agrees, warrants and guarantees to Landlord that Tenant shall remediate such contamination, at no cost to Landlord, upon discovery of such contamination. If Tenant fails to initiate and use Tenant's best efforts to diligently pursue remedial clean-up of the contamination (i) within ten (10) days after discovery, or (ii) if the contamination poses an imminent hazard to Tenant's employees, agents, invitees, the public, the Premises, adjacent or other property and/or the
environment, within three (3) days of the earlier of discovery of such hazard by Tenant or notice of each contamination to Landlord by any person or in any manner whatsoever, Landlord shall obtain an estimate of remediation costs, the amount of which shall .be secured to Landlord by the issuance of a letter 0£ credit .by Tenant in favor of Landlord. In the event Tenant HB/PARKSDEP.HB/2-19.92
Burbank/Media City Center

THE CITY OF BURBANK
29 4798
fails to begin clean-up of the contamination within a
reasonable time .period, considering the extent of the
contamination and the hazard posed, Landlord shall cash the letter of credit and contract for the clean-up process and Landlord 1nay, at Landlord's sole option,. declare the Tenant in default under. this Lease. In the event Tenant fails to procure the letter of credit as herein provided, Tenant shall be in default hereunder.

Tenant agrees to immediately notify Landlord of any existing, pending or threatened (i) regulatory action; (ii) third party claims; and (iii) contamination of the Premises and shall additionally provide to Landlord a written . letter or
memorandum outli�ing in detail the facts relating to ( i) , ( ii) or (iii), above. Tenant hereby indemnifies, defends and shall hold Landlord harmless for any and all claims, expenses, costs and liabilities arising out of or in connection with this Lease and Tenant's possession and use of the Premises. , except for contamination resulting from the sole acts of Landlords, it agents, representatives or employees .
. Notwithstanding anything to the contrary contained herein, Tenant warrants that it shall not use or cause to be used any hazardous substances in the Premises except to the extent that Tenant normally uses such hazardous substances in its
business. If during �he course of its normal operation of business, Tenant uses such hazardous substances, Tenant shall do so in accordance with applicable laws.

SECTION 2.02. OPENING. Tenant shall commence the construction of Tenant• s Work promptly after the Turn over Date and shall diligently and continuously prosecute such construction to completion so that the Museum ·shall open the Building to the public ninety (90) days thereafter, subject to the provisions of Section 25.06.

SECTION 2. 03. DELAY. Notwithstanding anything to the contrary contained in this Lease, Landlo�d shall not be liable to Tenant for damages or any other claim resulting from failure to deliver the Premis�s or for any delay in commencing or completing any work Landlord is to perform or is authorized by Tenant to perform under Exhibit "C", and Tenant waives all such liability. If the Rent Commencement Date does not occur within three (3) years after the date hereof (unless such failure is due to Tenant's fault), this Lease shall automatically be void (except that items accrued and not paid shall remain payable) , and both parties shall be relieved of- all obligations hereunder, in which event each party will, at the other's request, execute recorda�le instruments containing a release and surrender of all interest in this Lease.

SECT.ION 2.04. MECHANICS' LIENS.
(a) 'Tenant shall pay promptly all persons furnishing labor or materials with respect to any work performed by Tenant or Contractor. Before commencement of any work or the delivery of any material to the Premises by any contractor,
subcontractor, mechanic, laborer or mater ialman ( collectively, "Contractor"), Tenant shall deliver to Landlord a recordable waiver of lien affidavit ("Contractor's Waiver .Q.f lJ&n") from each such Contractor in the form attached hereto as
Exhibit "D". Landlord may post in the Premises, file and/or record notices of non-responsibility, and such other notices as Landlord may deem to be proper for the protection of Landlord's interest in the center. Tenant shall, before commencement of any work which might result in any lien on the center or any part thereof, give to Landlord notice of its intention to commence said work in sufficient time to enable Landlord to file and record such notices. The provisions of this §2.04 shall apply to Tenant's Work and any other work in the Premises during the Term.
(b) 'Tenant shall not permit any lien, encumbrance or charge arising out of any work done or materials or supplies
• s -
HB/PARKSDEP.HB/2,19.92
llurbank/Media Oty Cen1er
11 m crrv OF BURBANK
30 4799
furnished by any Contractor o·r any mortgage, conditional sale, security agreement or otherwise by or for Tenant which might be or .become a lien, encumbrance or charge upon the Center or any portion thereof or the income therefrom. Tenant will not suffer any other thing whereby tne interest of Landlord in the center or any portion thereof might be impaired. If any lien or notice of lien or notice of contract by a party engaged by Tenant or Contractor to work on the Premises . is filed against the Center .or any portion thereof, Tenant sha 11, within ten (10) days after demand from Landlord, cause the same to be discharged of record. If Tenant fails to timely cause such 1ien - or notice of lien to be discharged, Landlord may discharge such lien by deposit, bond or otherwise, and in any such event Landlord may compel the prosecution of an action for the foreclosure of such lien and pay the amount of any judgment in favor of the lienor with interest, costs and allowances. Any amount so paid by Landlord and all expenses, including attorneys• fees, shall constitute Additional Rent payable by Tenant to Landlord on demand. Tenant shall not be obligated to pay or discharge any lien created by Landlord.

SECTION 2.os OWNERSHIP OF IMPROVEM�NTS.

The Building shall be owned- by Landlord, and Landlord shall have the right during the Term of this Lease to avail itself of all benefits accruing to an ·owner of property and improvements under the United States Internal Revenue Code, including, without 1imitation, any applicable investment tax credits, depreciation and amortization, with respect to the Building. However, Landlord reserves the right, in its sole and absolute discretion, at any time after the completion of Landlord's Work, to make a chariqible donation of the Building to Tenant, and Tenant agrees to accept such charitable donation of the Building from Landlord for the term of this Lease; provided, however, that upon the expiration or earlier termination of this Lease, Tenant agrees to immediately quitclaim all of its right, title and interest in the Building to Landlord. If Tenant shall not become the owner of the Bulding as provided above, then from and after the date that Landl.ord completes Landlord's Work, the Building shall be deemed a part fo the Premises.

ARTICLE 3. TERM OF THIS LEASE
SECTION 3. 01. TERM. Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, for the Term at the rental, and on the covenants and conditions herein set forth .. The "Term" means the Preli:minary Term, if any, and the Main Tenn. The "Preliminary Term", if any, begins as of the date of this Lease and, unless sooner terminated as herein provided, continues through the day before the Rent commencement Date. The "HA.in�" means the period starting on the Rent commencement Date and, subject to 512.03 and the other terms and conditions of this Lease, ending upon the eltpiration of the number of Full Lease Years set forth in §1. 01 {c). "Full Lease Year" means each successive twelve (12) month period occurring during the Main Term commencing with the first day of the month in which the Rent commencement Date occurs, or, if the Rent Commencement Date is not the first day of a month, commencing with the first day of the month following the month during which the Rent commencement Date occurs. "Partial Lease Year" means (a) the period between the Rent Commencement Date,· if that date is not the first day of a month, and the day before the beginning of the first Full Lease Year, and (b) if the Term ends on other than the last day of a Full Lease Year, the period beginning on the first day following the end of the final Full Lease Year of the Term and ending on the last day of the Term. "Partial � Fraction" means a fraction, the numerator of which is the number of days in the applicable Partial Lease Year, and the denominator of which is 365. "� Year" means either a Full Lease �ear or Partial Lease Year, as the case may be.

SECTION 3.02. RIGHT TO EXTEND. Tenant shall have the right to extend the �erm for four (4) separate and successive periods of ten HB/PARKSDEP.HB/2.19.92
Burbank/Media City Center

TIIE CITY OF BURBANK
31 4800
(10) years each from the date upon which it would otherwise expire, . upon the same terms and conditions as those herein specified, each such extent.ion to be made by Tenant's giving Landlord written notice of such extention at least nine (9) months prior to the date this Lease would otherwise have expired; in the event of an extention, the !l'erm shall continue for such extention period, subject, however, to earlier termination as hereinafter set forth.

Notwithstanding the foregoing, Tenant shall in no event have the right to extend the Term if, at the time Tenant attempts to exercise such right to extend, Tenant is in Default under the provisions of this Lease. If Tenant exercises its option by giving appropriate n�tice, the Term shall be automat,ically extended for the additional period of years covered by the option so exercised without execution of an extension or renewal Lease except that Landlord reserves the right to terminate such option upon thirty (30) days• written notice to Tenant to be delivered within such aforementioned nine(�) month period. If Landlord gives any such notice to so terminate an option provided for here±n, the Lease shall-hereby be terminated at. the expiration of the Term or upon any option period, as the case may be, and Tenant shall have no • further right to exercise any options to extend.

ARTICLE 4. RENT
SECTION 4.01. AGREEMENT TO PAY. Tenant hereby agrees to pay Minimum Rent and·Additional Rent for the use and occupancy of the Premise,s during the Main Term at the times and in the manner herein provided. ".B.in:t" means, collectively, Minimum Rent and Additional .Rent.

SECTION 4.02. RENT COMMENCEMENT DATE. "Rent Commencement Date" means the date as established pursuant to §l.0l(h), which shall be the earlier of the date Tenant opens the Premises for business or one hundred twenty (120) days from the Tur,n over Date (subject to Secticm 25. 06) ..

SECTION 4. 03. MINIMUM RENT. Tenant shall pay Landlord for each Lease Year the "Minimum Bfillt". Minimum Rent shall be paid January l of each Lease Year during the Term of the Lease. If the Rent Commencement Date shall not be January l, then Tenant shall pay Minimum Rent for the Partial Lease Year on the date Tenant opens the Premises for business to the public.

SEC!l'I:ON 4.04. ADDITIONAL RENT. In addition to Minimum Rent, 'l'enant shall pay, as additional rent ("Additional Rent11 ), all other S1llllS of money of whatsoever nature required to be paid by Tenant to Landlord under this Lease, whether or not any such payment is designated in this Lease as "Additional Rent", including but not 1imited to !l'axes and Utility Charges.

SECTION 4. 05 RENT PAYMENTS. Rent shall be paid when due without prior notice or demand (unless expressly provided in this Lease), without deductions, setoffs or counterclaims whatsoever (except credits expressly permitted by this Lease ), at the address set forth of page 1, or as otherwise directed by Landlord. At the end of the Term, if !l'enant is not in default, Landlord shall refund to Tenant any excess Rent paid Landlord, All Rent shall be paid in currency of the United States of America. Any Rent not paid when due shall bear interest at the Default Rate from and after its due date until. paid.

ARTICLES. TAXES AND ASSESSMENTS
SECT'ION 5. 01. TENANT'S SHARE. To the extent Tenant, or its subtenants or assigns, is not a tax-exempt entity, Tenant shall pay Landlord in each Lease Year all real estate and other ad valorem taxes and assessments of every kind (including general and special assessments, foreseen and unforeseen) with respect to all land, buil.dings and improvements on the Premises (collectively, "Taxes") .

Xf the bills for Taxes cover the Shopping Center Site and other property, Tenant's Share of Taxes shall be based on the proportion HB/PARKSDEP .HB/2.19.92
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of'the GLA of the Premises to the GLA covered under the bills for Taxes plus Landlord's expenses in obtaining or attempting to obtain any refund or reduction, less the amount of any such refund or reduction realized.

SECTION 5.02. PAYMENT- Tenant shall pay its share of Taxes in equal monthly installments in amounts estimated by Landlord based on the total Taxes due for the fiscal year of the applicable taxing authority (prorated for the remaining number of days in that fiscal yea�). Landlord may revise its estimate and adjust such monthly payment at the end of any month. The first !SUCh installment shall be ·paid by Tenant on the ·Rent Commencement· Date and subsequent installme�ts shall be paid on the first day of each month. Within ninety (90) days after the later of the end of each such fiscal yea� or the date on which Landlord receives the last bill for Taxes with respect to such calendar year, Landlord will notify Tenant of Tenant's share of Taxes. If Tenant's payments are more than its share of the Taxes fpr such year according to such notice, Tenant shall receive a credit from Landlord for the excess against Rent next becoming due. If said payments are less than Tenant's share, Tenant shall pay Landlord the difference forthwith.

SECTION 5.03. CONTESTING TAXES. Tenant, after written notice to Landlord, may contest the amo:u,nt or validity of any Taxes in any manner permitted by law, in the name of Tenant, and whenever necessary in the name of Landlord, provided and upon the following conditions: (1) Tenant shall pay Landlord all Taxes due hereunder as required by the terms of this lease, (2) such contest will not result in any lien, charge or other liability of any kind against the Premises or against the interests of Landlord or Tenant in this Lease, (3) such contest shall be without cost, liability or expense to Landlord, (4) Tena_nt shall prosecu-te such contest with due diligence and in good faith, and Tenant shall indemnify, defend, hold harmless and protect Landlord from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys• fees) in connection with Tenant's contest of Taxes.

SECTION 5.04. BUSINESS TAXES. Tenant shall pay before
delinquency all taxes, assessments, fees and charges imposed on its business, based on the use of the Premises or on its leasehold interest, fixtures, improvements, alterations, additions, 1nerchandise and personal property owned, installed or used by Tenant in the Premises. If any property is assessed with property of Landlord, such assessment shall be equitably allocated between Landlord and Tenant.

SECTION 5.05. SALES TJ'AX; ADDITIONAL TAXES. If any taxing authority assesses against Landlord a tax, fee, or excise on Rent, the Premises, the parking areas, the act of making this Lease, Landlord's interest herein, or the occupancy of Tenant, or assesses against Landlord any other tax, business license, fee, or excise, however described, including any sales or use tax, transaction privilege tax or a so-called value added tax, as a direct substitution in whole or in part for, or in addition to any real property taxes, Tenant shall pay before delinquency its share of that tax, fee, or excise. If the taxing authority requires any such tax, excise or assessment to be collected by Landlord for such taxing authority, Tenant's share of such tax, excise or assessment shall be paid by Tenant to Landlord monthly as Additional Rent in accordance with any notice from Landlord to such effect.

SECTION 5.06. �AX STATUS. The City of Burbank shall only pay those Taxes that are applicable to it during the period it is operating of the Premises at the center.

ARTICLE 6. UTILITIES
SECTION 6.01. UTILITIES. Tenant shall connect to and use the utilities supp1ied to the Premises in accordance with Exhibit "C", Landlord's ru1es, and the rules of the utility company supplying the service. Landlord shall incur no liability if any utility - 8-
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becomes unavailable or is interrupted for any reason not within Landlord's :reasonable control, and Tenant shall not be entitled to • terminate this Lease. Landlord may cut off, with notice to Tenant, any of the utilities or services provided to the Premises by Landlord if Tenant fails to pay for such services in accordance with this Article. Landlord is not liable for any damages resulting from such cut off, and no cut off shall be a termination of this Lease or an actual constructive eviction. Such service need not be restored while Tenant's failure to pay continues.

SECTION 6. 02. . UTILITIES bNP OTHER CHARGES. Tenant . shall arrange for and . shall promptly pay wli•in . due all charges for gas, electricity, water, heat, sewage and other utilities and services furni$hed to the Premises during tI1e Term, and all sewer rates, garb�ge rates, utility tap�in fees and all other charges imposed, billed or asse·ssed with respect to the Premises for any period included within the Term. Tei:iant shall indemnify, defend, and hold harmless and protect �andlord from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) in connection therewith. Landlord is not and shall not be required to furnish to Tenant or any other Occupant of the Premises any utHity, facility, equipment, labor, material or service of any kind what.soever. Landlord shall not be liable in damages or otherwise for any failure, interruption or unavailability of any utility service being furnished to the Premises. No such failure or interruption shall entitle Tenant to terminate this Lease or receive any abatement of Rent.

ARTICLE 7. USE OF PREMISES
SECTION 7. 01. USE. -renant intends to sublease the Premises under a Sublease to Los Angeles County Natural History Museum Foundation ("Museum") for the operation of a satellite of the Museum under the same . trade name and in the same first class operational standard as the Museum but operated as a satellite of the Museum. A copy of the Sulease is attached hereto as Exhibit F and made a part hereof. The Museum may operate or cause to be operated up to a maximum cf 500 square feet of the Premises for the display and retail sale of items customarily sold in the Museum shop located in Los Angeles. Neither the Museum nor, if the Museum elects to cause such 500 square foot area to be operated under a license, concession or similar agreement, such licensee, concessionaire or siEilar type operator shall have the right to • conduct catalogue sales from the Premises. If Tenant shall not sublet the Premises as provided herein, then Tenant shall have the right to use the Premises for the operation of a cultural facility of the City of Burbank which provides educational, cultural, social and recreational activities to the general public("Permitted Use"), but in no event shall Tenant use the Premises for any governmental off ices. Tenant shall indemnify, hold harmless, and def end Landlord from any loss (including reasonable attorneys' fees) resulting from use of the Premises other than for the Permitted use.

SECTION 7. 02. HOURS. After Tenant is required to open the Premises, Tenant shall cause the Premises to be continuously operated those 'days and hours as are customary (i) for a satellite facility of the natur�l history museum if Tenant sublets to the Museum, or (ii) if Tenant does not sublet to the Museum, then for the Permitted Use in question.

SECTION 7.03. OPERATIONAL REQUIREMENTS.
(a) 'Tenant will not: (i) conduct auction, fire, bankruptcy, going-out-of-business or similar sales (except those which are bona fide and for which Tenant has obtained Landlord's prior written consent), or use any unethical method of business, but this provision shall not restrict Tenant's freedom to
determine its selling prices or preclude the conduct of periodic, seasonal, promotional or clearance sales; (ii) use electronic readerboard signs, strobes or other flashing lights visible outside the Premises, or sound reproduction or
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transmission equipment including musical instruments,
• loudspeakers, phonographs, radios and televisions, so as to be heard outside the Premises or which are objectionable due to intermittence, beat, frequency, shrillness or loudness; distribute, qisplay, paint or place handbills, bumper stickers 'or other advertising in the center or on any vehicle parked therein; (iii) create or permit any public or private
nuisance, or aptivities not appropriate for or out of harmony with the Center; (iv) permit strong, unusual, offensive, obnoxious noise, odors, fumes or dust, dirt or fly ash to emanate from the Premises; (v) load or unload merchandise, supplies or other property, or ship or receive outside the area a!ln� entranc:e designated therefor by Landlord; permit vehicles or equipment engaged in loading or unloading to park or.stand outside of said area in a manner which may interfere with the use of any common Areas or conflict with good
regional shopping center practice (Tenant will use its best efforts to complete all deliveries, loading, unloading and services to the Premises prior to 10:00 A.M. each day); (vi) paint or decorate any part of the exterior of the Premises, or change the architectural treatment thereof, without obtaining Landlord's approval (Tenant will promptly upon order of Landlord remove any such paint or decoration applied without Landlord's prior approval and take such other action as Landlord may direc:t); (vii) place or maintain any merchandise, signs, vending machines, video games, or other articles in the entry of the Premises, on the footwalks adjacent thereto or elsewhere on the exterior thereof; (viii) affix, place, suspend or maintain any signs, advertising, names, banners, display fixtures, insignia, trademark, merchandise or any other item within the entry, upon doors and exterior walls of the Premises, except as the same conform to the Tenant
Information Package and are approved by Landlord (anything placed by Tenant in the vestibule or within six inches (6") of any lease line shall be subject to Landlord's absolute right of approval). Any such items placed by Tenant in the Premises which can be seen, heard or experienced outside the Premises shall be subject to Landlord's approval as to the size, type, design, content, color, copy, location, brightness, volume and display qualiti'es .. Tenant shall maintain all such things in good condition, Landlord reserving the right to do so at Tenant's expense if Tenant fails to do so after five (5) days' notice from Landlord. Receipt of· at least one (1) copy of the Tenant Information Package within ten (10) days after the execution of this Lease is hereby acknowledged by Tenant; (ix) permit any solicitations, demonstrations or itinerant vending; (x) permit use of the si¢Jewalks adjacent to the Premises, or ariy other space outside the Premises for the diSplay, sale or ·< offering of any merchandise or for any other business or undertaking; or (xi) use the Premises for any unlawful
purpose.
(b) Tenant will: (i) keep all mechanical apparatus free of vibration and noise which may be transmitted beyond the confiries of the Premises; (ii) keep the inside and outside of all glass in the doors .and windows of the Premises clean and will replace any broken glass with safety glass of the proper kind and size and cf equal quality; (iii) maintain the
Premises at its own expense in a clean, orderly and sanitary condition and free of insects, rodents, and other vermin (Tenant will keep refuse in proper containers on the Premises, with perishable trash placed in sealed plastic bags, until removed as provided herein, and will not permit undue
accumulation thereof); (iv) comply with all applicable Laws; and all recommendations of any pub�ic or private agency having authority over insurance rates with respect to the use or occupancy of the Premises by Tenant; (v) conduct its business in a dignified manner; (vi) keep the store front sign and windows clean at all times and lighted for reasonable periods before and after business hours; (vii) provide, or cause to be provided, all security in the Premises deemed to be necessary or desirable by Tenant; and (viii) observe all rules
established by Landlord in accordance with section a.OJ. • 10-
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SECTION 7. 04. USE OF ROOF. Provided Tenant obtains Landlords I s prior written consent,·Tenant shall have a non-exclusive right to use the roof of the Building, such use being solely for Tenant's separate HVAC roof-top system, if any; but no roof penetrations shall be made without utilizing Landlord's contractor or obtaining Landlord's consent, and Tenant shall, at its own expense· and utilizing Landlord• s contractor, promptly repair any damage or wear to the roof resulting from such use or caused by penetrations made during insta1lation of Tenant's equipment or by vibration of such equipment. Landlord may, at its own expense, relocate Tenant's equipment and erect temporary scaffolds and other aids to such construction.

SECTION 7.05. SEPARATE HVAC SYSTEMS. At Landlord's option, exercised in Landlord's sole disc�etion, Landlord may contract with a service company of its own choosing for monthly maintenance of Tenant's separate HVAe or VAC system, and shall bill Tenant for the cost of such service and the sum so billed to Tenant shall become immediately due and payable. Should Landlord notify Tenant that Tenant shall maintain the HVAC or VAC system, Tenant shall contract with a service company approved and/or designated by Landlord for monthly maintenance of its separate HVAC or VAC system serving the Building and shall supply Landlord with a copy of the service contract within ten (10) days after opening for business, and a copy of subsequent contracts thereafter from time to time during the Term.

SECTION 8.01.

ARTICLE B. COMMON AREAS
USE OF COMMON AREAS.
(a) Throughout the Term of this Lease, Tenant, its employees and invitees have the right to use and an easement in and over the Common Areas, in common with Landlord and other tenants, Major Department Stores, Major Non-Retail Tenants, and Junior Department Stores for parking of v�hicles and for vehicular and pedestrian ingress, egress and access for other purposes set for in the REA. Notwithstanding any other provision herein contained, it is acknowledged that Landlord's right to use and to grant to Tenant the right to use the Common Areas located on the tracts of the Maj or Department Stores is derived by and through the REA only and that said tracts are either owned or leased by parties other than Landlord.

Tenant's right to use any meeting room in the Common Areas shall be subject to such rules, schedules and charges therefor as Landlord may adopt.
(b) Landlord shall at all times have the right to use the Common Areas, including the Enclosed Mall, for promotions, exhibits, displays, product shows, leasing of kiosks and food
facilities, landscaping, decorations and any other use which, in Land1ord's judgment, tends to benefit the Center.

SECTION 8.02. CHANGES BY LANDLORD. Landlord may determine the nature and extent of the Common Areas, and make such changes, additions or reductions therein from time to time as it deems desirable or which are made as a result of any Law. Landlord (or others entitled to) may from time to time, anywhere in the center construct additional buildings or improvements, make alterations, additions or reductions thereto, build additional stories on any buildings, construct multi-level, elevated and underground parking facilities, and construct roofs, walls and other improvements over, or in connection with any or all of the Common Areas to enclose same.

SECTION 8. 03. �. Landlord may establish and amend and
enforce against Tenant such reasonable rules as Landlord deems necessary or advisable for proper and efficient use, operation and maintenance of the Common Areas. such rules may include the hours during which the Common Areas are open for use. Landlord may establish systems of validation or other types of operation, including designation of areas for parking vehicles operated by - ll •
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9l'enant, its employees and agents, and establishment of fines for violation of such rules, a system of charges against non-validated parking checks of users, charges based on charges or taxes levied , or assessed by any Law on the parking facilities in the Common Areas, charges for pa�king if such parking facilities are used by Law or governmental authority in determining parking charges or taxes levied against Landlord, and charges favoring carpooling if required by Law ..

SECTION 8.04. LANDLORD'S MAINTENANCE AND CONTROL. Landlord shall cause the Co.mmon Areas to be maintained and operated.

Landlord shali have the exclusive control, management and direction of th• Common Areas. Landlord may at any time ·exclude and restrain any person from use or occupancy· thereof, excepting Tenant and other tenants pf Landlord and bona fide invitees of either who use the Cbmmon Areas for their intended purposes and in accordance with the rules established by Landlord� The rights of Tenant in the Common Areas shall be subject to the rights of others to use them i,n common with Tenant; and it is Tenant• s duty to keep all of the Common Areas free of any obstructions created or permitted by 'l'enant or resulting from Tenant's operation. Landlord may at any time (a) close all or any of the Common Areas to make repairs or changes or to such extent as may, in Landlord's reasonable opinion, be necessary to prevent dedication thereof or the accrual of rights to any person or to the public therein, (b) close temporarily any or all of the Common Areas to discourage non-customer parking, and (c) perform such other acts in and to the Common Areas as, in Landlord's good business judgment, are advisable to improve the use thereof by occupants and tenants, their employees and invitees.

Landlord shall provide Tenant with notice upon closure of the Common Areas.

SECTION 8.05. EMPLOYEE PARKING. Landlord may designate a particular parking area or areas to be used by its tenants and establish ru;Les pursuant to §8. OJ governing use of such areas, 'including provisions for towing and fines to be charged to Tenant for rule violation by Tenant's employees. Tenant and its employees shall park their vehicles only in those portions of the parking area so designated by Landlord. Landlord may also have violating vehicles towed at Tenant's expense. Tenant agrees to comply with the Transporta1;ion Demand Management Plan established by Landlord, including the designation of at least one full-time employee as a liaison with. the overall Transportation Demand Management staff and/or Transportation Management Organization, who shall also be responsible for promoting transit and ridesharing alternatives to £ellow employees.

ARTICLE 9. ADVERTISING.AND PROMOTION
'l'enant shall not be obligated to participate in any marketing activities in the center. However, the Museum may undertake advertising programs of its own in conjunction with the advertising of the Marketing Service.

SEC'l'.ION 10.01.

ARTICLE 10. CONSTRUCTION WORK
APPROVALS AND REQUIREMENTS.
(a) Except for the Tenant's Work, Tenant shall not perform any construction or make any alterations or additions in or to the Premises during the Term, or make or cause to be made any penetration through any roof, floor or wall (sometimes
collectively called "Construction Work") without the prior written consent of Landlord. Tenant shall be responsible for all damage resulting from any Construction Work, whether or not Landlord's consent therefor was obtained. Tenant
acknowledges that the Premises are situated atop a multi-level parking structure and the floor slab is of pre-stressed, post tensioned concrete construction and that serious injury or structural damage can occur if tension cables are cut or dam�ged. Tenant shall not cut, drill, or otherwise damage or - 12 -
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alter the floor slab without first locating tension cables by x-ray or other ·confirming test and obtaining Landlord's written approval of said test and consent to Tenant's
Construction Work. All Construction Work to which Landlord has consented shall be performed in accordance with: (i) plans and specifications prepared by a licensed architect, engineer. or interior designer and approved by Landlord in writing before the commencement of the Construction Work; (ii) all necessary governmental approvals and permits, which Tenant shall obtain at its sole expense; (iii) all applicable Laws; ·and (iv) the.Tenant Information Package.
(b) All Construction Work shall be performed in a good and workmanlike manner and diligently prosecuted to completion so the Premises shall always be a complete unit except during p13rf ormance of such Construction Work. Any Construction Work performed by Ten�nt without Landlord's written consent shall be returned to its original condition at Tenant's expense promptly upon request by Landlord and repair any damage caused by .such Construction Work by Tenant at Tenant's expense. -:renant shall perform all Construction Work so as not to obstruct access to the common Areas or the premises of any ether occupant of the Center.
(c) Landlord is not required to insure or reconstruct any Construction Work.

SECTION 11.01.

ARTICLE 11. INDEMNITY AND INSURANCE
TENANT'S INSURANCE.
(a) From the date of delivery of the Premises to Tenant, Tenant will carry at its sole cost the following insurance: (i) General public liability insurance covering the Premises and Tenant's use thereof, and comprehensive automobile insurance covering all owned, non-owned and hired automotive equipment and the loading and unloading thereof, against claims �rom personal injury, death and property damage occurring in or about the ·Premises, such insurance in each case to afford protection to a limit of at least $1,000,000 for injury to or death of any number of persons arising out of any one
occurrence, and at least $1,000, ooo for any occurrence of property damage with an annual aggregate of at least
$1,000,000 (such insurance extending to any liability of Tenant arising out of the indemnities provided for in §11.03); (ii) Boiler and machinery insurance in adequate amounts on all fired objects and fired pressure. vessels and systems serving , .. , the Premises; if said risk is not covered by Tenant's all-risk insurance, such insurance shall be at least $250,000 issued on a replacement cost basis; (iii) Insurance covering all of Tenant's Work, Tenant I s leasehold improvements, HVAC
equipment, all plate glass on the Premises, trade fixture�, merchandise and personal property in the Premises, and
alterations and additions made by Tenant, in an amount not less than 100% of their full replacement, providing protection against perils included in the standard state form of all-risk insurance policy, plus insurance against sprinkler damage, vandalism and malicious mischief, the proceeds of which shall be held in trust by Tenant's insurer for repair,
reconstruction or replacement of the property damaged or destroyed, unless this Lease terminates under Article 12; (iv) Liability insurance in amounts determined by Landlord covering the acts and omissions of security guards hired by or on behalf of Tenant as evidenced by a certificate of security guard liability insurance; (v) Worker's compensation and all other insurance, if any, of whatsoever description and in such amounts as may be required by any ordinance, law or
governmental regulation to be carried or maintained by Tenant or the owner of all or any part of the Premises in connection with Tenant's operation of the same or the use of the same by Tenant or any other person, partnership, corporation or entity, or in connection with the construction, demolition, • 13 •
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maintenance, repair or operation of the Premises or any part thereof; and (vi) Insurance covering the Building, including Tenant's Work for •t least one hundred percent (100%) of the _full replacement cost of the Building (exclusive of the cost of excavations, foundations and footings) as determined by Landlord during the Term, providing protection against perils included in the standard state form of all-risk insurance • pol.icy, plus insurance against sprinkler damage, vandalism and �alicious mischief and sue� other risks, with deductibles, as Landlord may determine, but no deductible shall be more than $50,000 per claim.
(b) All po�icies shall be issued in form acceptable to Landlord by companies with general ·policyholder I s rating of at least A and a financial rating of at least VIII as rated in the most current available "Best• s" Insurance Reports, and qualified to do business in the applicable state. Each policy shall: (i) be issued in Tenant I s name, and shall name as additional insureds Landlord, The Alexander Haagen Company, Inc.,
Landlord's mortgagee, Parties to the REA, the Redevelopment Agency of the City of Burbank and any other Person with whom Landlord contracts to manage the Center ( "Landlord
Asmn:t:"),
I s Managing
and any other parties in interest. designated by
notice from Landlord to Tenant (collectively, "Insureds"); (ii) be for the mutual joint benefit and protection of the ·1n�ureds; (iii) (or a certificate thereof shall) be delivered to each of the Insureds within ten (10) days after delivery of possession of the Premises to Tenant and thereafter within thirty (30) days before the expiration or termination of each such policy, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent; (iv) contain a provision that the insurer will give to each of the Insureds at.least thirty (30) days• prior notice of any material change, cancellation, termination or lapse, or the effective date of any insurance reduction; (v) be written as primary policy as opposed to a policy which would contribute to or provide coverage only in excess of coverage which Landlord may carry; and (vi) contain a cross-liability
endorsement providing that each of the Insureds, al though named as additional insureds, shall nevertheless be entitled to recover under said policies for any loss occasioned to it, its servants, agents and employees by reason of the negligence of Tenant.
(c) Any insurance required by §11.0l(a) may be by blanket insurance, covering additional items or locations or insureds, but: (i) each of the Insureds shall be named as additional insureds thereunder as. their int�rests may appear; (ii) the coverage afforded each of the Insureds will not be reduced or diminished by reason of the use of such blanket policy of insurance; (iii) each such policy (except any covering the risks referred to in §11.0l(a)(i)) shall specify (or Tenant shall furnish Landlord with a written statement from the insurers under such policy specifying) the amount of the total insurance allocated to Tenant• s improvements and property more specifically detailed in §ll.Ol(a)(iii); and (iv) the
requirements set forth in this Article 11 shall be otherwise satisfied.
(d) Landlord may at all reasonable times inspect the policies of insurance of Tenant with respect to the Premises for which policies or copies thereof are not delivered to Landlord. If Tenant fails to pay any premium(s) which it is obligated to pay under this Lease when the same become ( s) due, then Landlord may pay said premium(s) and the amount(s) so paid, together with all expenses and penalties plus interest at the Default Rate, shall be payable as Additional Rent upon demand therefor ..
(e) Tenant may self-insure the insurance required under this Section 11.01 provided (1) the City of Burbank is operating the Premises at the Center; (2) the City of Burbank notifies Landlord in writing of its intention to self-insure and • 14 -
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provides proof its self-insurance; and (3) the City of Burbank shall make no substantial changes or modifications to its self-insured status without notifying Landlord and obtaining Landlord's approval which shall not be unreasonably withheld or delayed.

SECTION 11.02. LANDLORD'S INSURANCE.
(a) Landlord shall carry and maintain the following insurance:
(i) General public liability insurance covering the Common Areas against claims for bodily injury, death and property damage occurring on the Common Areas and comprehensive
automobile insurance covering all owned, non-owned and hired autom�tive equipment and the loading and unloading thereof, with limits of at least $3,000,000 for injury to or death of any number of persons arising out of any one occurrence and at least $3,000,000 for any instance of property damage, with an amount aggregate of at least $3,000,000; (ii) Insurance covering the Landlord's Building for at least one hundred percent ( 100%) of the full replacement cost of Landlord's Building (exclusive of the cost of excavations, foundations and footings) as determined during the Term, providing
protection against peril� inc�udad in tha standard state form of all-risk insurance policy, plus i�surance against sprinkler damage, vandalism and malicious mischief and such other risks, including Lessor's Risk insurance, with deductibles, as Landlord may determine, but no deductible shall be more than $50,000 per claim; _ (iii) Rent insurance with respect to premises in the Center, if available at a cost which Landlord in its, sole judgment deems reasonable, against loss of Rents in the event of abatement of Rents pursuant to leases for such premises, in an aggregate amount of the sum of (a) the monthly requirement of Minimum Rent under such leases, ·plus (b) the average monthly amount estimated by Landlord to be payable uJ:ider such leases as Additional Rent; and (iv) earthquake insurance if available at a cost which Landlord in its sole judgment deems reasonable.
(b) If §11.02(a) is otherwise satisfied, any insurance provided for in §11.02(a) may be blanket insurance, covering additional items or locations or insureds. Tenant shall have no rights in any policy maintained by Landlord, and shall not be
entitled to be a named insured.

SECTION 11. 03. INDEMNIFICATION BY TENANT. Landlord, Landlord I s Managing Agent, the other Parties to the REA and the Redevelopment Agency of the city of Burbank (collectively, "Indemnified Persons") shall not be liable for any damage or iiability of any kind or for any injury to or death of persons or damage to property of Tenant or any other person, from any cause whatsoever (including bursting pipes and smoke) by reason of the construction, use, occupancy or enjoyment _ of the Premises by Tenant or any person therein or holding under Tenant. Tenant shall indemnify hold harmless and defend each of the Indemnified Persons from all claims, actions, demands, exp�nses and liability whatsoever, including reasonable attorneys• fees, on account of any such real or claimed damage or l.iability and from all liens, claims, demands, expenses and liability whatsoever arising out of the construction, use, occupancy or enjoyment of the Premises and its facilities, or any repairs or alterations which Tenant may make to the Premises or occasioned in whole or in part by any act or omission of Tenant, its agents, contractors, servants, employees or invitees. Tenant shall not, however, be liable for damage or injury caused by the negligent or willful acts of the Indemnified Persons or their respective agents, contractors, ·servants or employees, unless such damage or injury arises from perils against which Tenant is reguired to insure.

SECTION 11.04. MUTUAL WAIVERS. Landlord and Tenant waive any rights each may have against the other, and Tenant waives any rights it may have against any of the other Indemnified Persons, on account of any loss or damage caused to Landlord or Tenant, as the case may be, their respective property, the Premises or its • 15 •
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contents or to the other portions of the center, arising from any risk generally covered_by all-risk insurance if such waiver does -not invalidate such policies or prohibit recovery thereunder. The parties each, for their respective insurance, waive any right of subrogation that any insurer may have against Landlord or Tenant.

Tenant,. for its insurers, waives any right of subrogation which any such insurer may have against any of the Ipdemnified Persons if such waiver is obtainable form its insurers. Tenant shall use its best efforts to obtain such waiver.

SECTION 11.os. COMPLIANCE WITH REQUIREMENTS. Subject to Landlord•� obligations in §13.0l, Tenant at its expense shall comply �ith all recommendations and requirements with respect to the Premises, or its use or occupancy, of the insurance underwriters and any public or private body having jurisdiction ever insurance rates with respect to the use or occupancy of the center.

SECTION 11. 06. JiFFECT OF LANpLORD' S INSURANCE. Tenant shall not do or permit or keep anything in the Premises which contravenes Landlord's policies, which hazard insurance prevents Landlord from procuring such policies in companies �cceptable to Landlord or which cause an increase in the premiums of policies affecting any portion of the Center. Landlord may, without notice, correct any violation of this §11.06 at Tenant's expense. Tenant shall pay Landlord, upon demand the amount of any premium increase resulting from such violation, even if Landlord has consented to the doing or keeping of, anything on the Premises ·which constituted such a violation. �he payment of such increase shall not entitle Tenant to violate the provisions of this §11.06.

SECTION 11. 07. LANDLORD'S RESPONSIBILITY. Landlord is not liable to Tenant for any loss occasioned by the acts or omissions of Persons occupying any other part of the Center, or for any loss resulting to �enant or its property or other property from water leaks, sprinklers malfunction or any cause whatsoever, except to the extent such loss results from Landlord 1 s negligent or willful acts. unless such negligent and willful acts are waived by Tenant.

SECTION 11.08. LANDLORD'S INDEMNIFICATION. Tenant or Museum collectively ("Indemnified Persons"} shall not be liable for any d�ge or liability of any kind or .for any injury to or death of persons or damage to property of Landlord or any other person, from any cause whatsoever (including bursting pipes and smoke) by reason cf the construction or use·, of the common Areas by Landlord or any person therein or holding under Landlord. Landlord shall indemnify hold harmless and defend Tenant from all claims, actions, demands, expense$ and liability whatsoever, including reasonable attorneys• £ees, on account of any such real or claimed damage or liability a.nd from all liens, claims, demands, expenses and liability whatsoever arising out of the construction or use of the Common Areas and its facilities, or any repairs or alterations which Landlord may make to the Common Areas or occasioned in whole or in part by any act or omission of Landlord, its agents, contractors, servants, employees or invitees. Landlord shall not, however, be liable for damage or injury caused by the negligent or willful acts of the Indemnified Persons or their respective agents, contractors, servants or employees", unless such damage or injury arises from perils against which Landlord is required to insure.

ARTICLE 12. RECONSTRUCTION
SECTION 12. 01. LANDLORD 1 S RECONSTRUCTION. If Landlord's Building is damaged or destroyed by any risk referred to in §11.02(a)(ii) against which Landlord is required to insure, Landlord shall (subject to being able to obtain all necessary permits and approvals) in one hundred twenty (120) days after such damage or destruction (unless Landlord terminates this Lease pursuant to §12.0J), commence to repair or reconstruct Landlord's Building. Landlord shall prosecute all such work diligently to completion. Landlord shall not be liable for interruption to �enant•s business, or £or damage to or for the repair or • 1(1.

HB/PARKSDEP .HB/2.19.92
llurbank/Media City Center
Tl IE CITY OF BURBANK
41 4810
reconstruction of the Building or be required to spend more for any repair or reconstruction pursuant to this section than the amount of insurance proceeds paid Landlord in connection therewith plus the deductible amount under Landlord's policy.

SECTION 12. 02. TENANT'S RECONSTRUCTION. If the Premises is damage(} or destroyed by any riE!k refered to in section 11.01(a) (iii) and (vi), Tenant shall (subject to being able to obtain all necessary permits and approvals therefor) within one hundred twenty (12) days after such damage or destruction (unless Landlord terminates this Lease pursuant to §12.03), commence to repair or reconstruct the 8uilding to substantially the same condition in which they were prior to such damage or destruction and prosecute the same diligently to completion.

SECTION 12.03. LANDLORD'S TERMINATION RIGHT. Landlord may terminate this Lease by notic� to Tenant within one hundred twenty (120) days after .Landlord's Building and/or the Premises is damaged or destroyed if: (a) the Premises is rendered wholly unfit for carrying on the Tenant's business after damage or destruction from any cause; (b) Landlord's Building is damaged or destroyed as a result of any risk against which Landlord is not obligated to insure pursuant to §11 .. 02(a)(ii); (c) Landlord's Building and/or the Premises is damaged or destroyed within the last three ( 3) Lease Years of the Term; or (d) fifty percent (50%) or more of the GLA in Landlord's Building immediately prior to the damage or destruc�ion is rendered unfit for carrying on business therein.

Unless so terminated, this Lease shall continue in full force, and the parties shall perform their respective obligations under §12. 01 and 512.02. Upon any termination of this Lease under this §12.03, the parties shall be released thereby without further obligation to the other coincident with the surrender of possession of the Premises to Landlord, except for items which have accrued and are unpaid. :tf Landlord shall terminate this Lease as herein provided, there shall be paid to Landlord that portion of all insurance proceeds payable on account of such damage or destruction including any amounts which would have been paid to Tenant if Tenant had not self insured and deducting therefrom all costs incurred by Tenant in razing and demolishing the Building and for removing any debris relating thereto.

SECTION 12.04. ABATEMENT. If Landlord does not terminate this Lease pursuant to §12.03, and if the Premises are rendered wholly or partially unfit fo+ carrying on Tenant•s business by such damage or destruction, Additional Rent during the period the Premises are so rendered unfit shall be abated in direct proportion to the percentage of the GLA in the Premises so rendered unfit. 1 Notwithstanding the foregoing, said �batement of Additional Rent shall be only to the extent of loss of rental income insurance proceeds received by Landlord, if any.

SECTION 12. 05. DEMOLITION. For the purposes of this Article 12, if al1 o� part of Landlord's Building is so substantially damaged that it is reasonably necessary, in Landlord's judgment, to demolish the same for the purpose of reconstruction, Landlord may demolish the same and treat such demolition as being caused by the same cause as caused the damage to Landlord's Building.

ARTICLE 13. MAINTENANCE OF PREMISES
SECTION 13.01. LANDLORD1 S DUTY. Landlord will keep the roof, exterior face of exterior walls, and structural columns in good repair. Landlord shall not, however, be liable to Tenant unless Tenant has given Landlord prior written notice of the necessity for such repairs and any damage arising therefrom'shall not have been caused in whole or in part by the negligent or willful act or omission of Tenant, its concessionaires, licensees, officers, employees or contractors, or by the failure of Tenant to perform any of its obligations under this Lease (in either of which events Tenant shall be responsible therefor}, or caused by any risk which �enant is required to insure pursuant to Article 11.
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Tl IE CITY OF llURBANK
42 4811
SECT:tON 13.02. 'l'ENANT I s DUTY.
(a) Tenant will at its expense maintain the Premises in good and tenc;lntable condition and make all needed repairs to the .Premises and every part ther�of, including without limitation the utility meters, pipes and· conduits, all fixtures, .air conditioning and heating equipm�nt exclusively serving the Premises and other equipment therein, including any equipment installed by Landlord on bepalf of Tenant in accordance with Exhibit c, which is part of said system. Landlord may elect to·contract, at Tenant's expense, with a service company for the :monthly maintenance of the air conditioning equipment exclusively serving the Premises. Tenant's obligation·under this §13 .. 02 shall include repairing and maintaining items as are requi:red by any governmental authority. Tenant shall make no adjustment, alteration or repair of any part of the
sprinkler or sprinkler alarm system in or serving the Premises without Landlord's prior written approval. Tenant shall permit no waste, damage or injury to the Premises and Tenant shall carry out a program of regular maintenance and repair of the Premises, including painting or refinishing of all
interior areas and the store front, so as to impede
deterioration by ordinary wear and tear and keep the same in attractive condition. Tenant will not overload the electrical wi;ring serving the Premises, and will install at its expense, but only after obtaining Landlord's written approval, any additional electrical wiring which is required in connection with Tenant's apparatus.
(b) 'Tenant shall contract with a service company approved and/or designated by Landlord for monthly pest and vermin control within the Premises and,shall supply Landlord with a copy of the service contract within ten (10) days after opening for business, and a copy of subsequent contracts thereafter from time to time during the Tern;i. At Landlord I s option, exercised in Landlord's sole discretion, Landlord may contract with a service company of its own choosing for monthly pest and vermin control within the Premises and shall bill Tenant. for the cost of such service and the sum so billed to Tenant shall become immediately due and payable.

SECTION 13.03. RIGHT OF ACCESS. Landlord and its authorized representatives 1nay enter the Premises during usual business hours to (i) inspect the same; and (ii) show the same to prospective mortgagees, -tenants and buyers. Landlord may enter the Premises to make additions, alterations or repairs to the Premises which Tenant has failed to perform and which Landlord deems desirable to prevent waste or deterioration of the Premises. However, Landlord has no ff duty to do any work which Tenant is· required to do under this Lease, nor shall any default by Tenant be deemed waived. If Landlord performs any such work, Tenant shall pay Landlord the cost thereof upon demand. Landlord may make any additional alterations, additions and repairs to the Premises and install all materials, tools and •quipment, structural elements, pipes, ducts, conduits, wire,s and other mechanical equipment in, through, under or above the Premises that Landlord deems desirable therefor or which is required by Law or any public or private body having jurisdiction over insurance rates. Tenant acknowledges that it may be necessary for Landlord to utilize a portion of the Premises to accommodate shafts, ducts and pipes and Landlord reserves the right to utilize such area within the Premises, as Landlord shall specify, provided such area is located adjacent to an interior wall other than the storefront and does not exceed one percent (1%) of the GLA. No exercise by Landlord of any rights provided in §13.01 or §13.03 shall entitle Tenant to damages for inconvenience, disturbance, loss of bUsiness or other loss to Tenant occasioned thereby or to any Rent abatement, or constitute actual or constructive eviction.

SECTION 13.04. CONFLICTS. If there is any conflict between this Article and Article 12, or between this Article and Article 22; Article 12, if applicable, or Article 22, if applicable, shall prevail over this Article.

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Burbank/Media City Center
nm CITY OF BURBANK
43 4812
ARTICLE 14. FIXTURES AND PERSONAL PROPERTY
SECTION 14.01. TENANT'S PROPERTY; REMOVAL. Any trade fixtures and other personal property of Tenant not affixed to the Premises shall . be 'l'enant • s property. Tenant may, if Tenant is not in defau1t, ren:iove its personal property which it has stored or placed in the Premises. If Tenant violates any provision of this Lease� Landlord may take exclusive possession of such property and use it without rent o:r charge. Landlord, whether or not it takes possession of such property, shall have the benefit of any lien thereon permitted by Law. If possession is taken or such lien is asserted by. Landlord in any manner, including operation of Law, Tenant shall not remove or permit the removal of said trade fixtures or other personal property until such possession is relinquished or the lien is lifted. Tenant may not remove so much of such personal property prior to the end of the.Term as to render the Premi�es . unsuitable for conducting its business therein (without the immediate replacement thereof with similar personal property �f comparable or better quality). Tenant, at its sole expense, shall immediately repair any damage to the Premises caused by installation or removal of any personal property unless such damage is caused by Landlord's gross negligence. Any personal property of Tenant not removed from the Premises before the expiration or termination of .this Lease (or within fourteen (14) days after termination pursuant to §12.03) shall become Landlord's propeJ;'ty, except to the extent Landlord elects to require its removal, in which case Tenant shall immediately remove it and restore the Premises to its prior condition at Tenant's expense.

SECTION 14. 02. IMPROVEMENTS. Tenant I s improvements to the Premises, except Tenant•s trade fixtures and personal property specified in §14.01 shall become Landlord's property upon expiration or termination of this Lease; except those alterations and additions made after the Rent Commencement Date which Landlord designates
.. for removal by Tenant, and any toxic or hazardous
substance which Tenant has caused or allowed to be incorporated into the Pre�ises at any time, which shall promptly be removed, and any damage caused by this installation or removal repaired, by Tenant at its expense.

ARTICLE 15. ASSIGNMENT AND SUBLETTING
Tenant shall not transfer, ·assign, sublet, license, grant concession agreements, or mortgage or hypothecate this Lease or . Tenant's interest in and to the Premises or any part thereof whether by operation of law, merger, consolidation, liquidation or otherwise (collectively, "Transfer11) during the Term of this Lease, :i except that Tenant shall be obligated to sublet the Premises to the ·;'•
Museum for the operation of a Natural.History Museum specializing in special shows of the Museum simultaneously with the execution of this Lease in the form cf Exhibit F, subject to the provisions of Article 2. Any Transfer, other than the Transfer to the Museum as described above, shall be void and confer no rights whatsoever upon any third party. The Museum shall not have . any right to Transfer this Lease, and any Transfer by the Museum shall be void and confer no rights whatsoever upon any third party. No acceptance of Rent by Landlord from any Person shall be deemed Landlord's consent to any Transfer. Notwithstanding the permitted Transfer described above, Tenant shall remain fully liable for the full performance of each and every obligation under this Lease to be performed by Tenant.

SECTION 16.01.

ARTICLE 16. BANKRUPTCY - INSOLVENCY

BANKRUPTCY - INSOLVENCY
(a) Tenant agrees that in the event (i) all or substantially all of Tenant's assets are placed in the hands of a receiver or trustee, and such receivership or trusteeship continues for a period of thirty ( 3 o) days, or (ii) Tenant makes an assignment for the benefit of creditors, or (iii) Tenant institutes any proceedings under the United states Bankruptcy Code, 11 U.S. c.

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Burbank/Media City Center
Till: C:l'l'Y OF BURBANK
44 4813
5101 � J!.!,g. , . _as amended or superseded from time to time (•Bankruptcy Code"), or under any other federal, state or 1ocal law relating to the subject of bankruptcy, including but not limited to any proceeding wherein Tenant seeks to be discharged of its debts, or to effect a plan of liquidation, composition, extension or reorganization, or (iv) Tenant admits in writing of its inability to pay Rent or its debts when due, or (v) any invoiuntary proceeding is filed against Tenant under the Bankruptcy c,ode or such other bankruptcy laws and such proceeding not be dismissed within ninety (90) days thereafter, then this ·Lease and any interest of Tenant in and to the Premises·· shall not become an asset in any proceedings relating thereto, and, in any such event and in addition to any and all rights or remedies of Landlord hereunder or by law provided, it shall be lawful for Landlord to declare the Term hereof ended and to reenter the Premises and take possession thereof and remove all persqns therefrom, and Tenant shall have no further claim thereon or hereunder. The provisions of this §16.01 shall also apply to any guarantor of this Lease. (b) 7n the event the Tenn is not ended upon the occurrence of the �vents set forth in §16.0l(a) above, then Tenant (as debtor in possession) , or the trustee in bankruptcy er ether
representative.of Tenant, or, in the event of an assumption or assignment, Tenant's assignee shall, prior thereto, provide adequate assurance • to Landlord: ( i) of the source of Rent and other consideration payable under this Lease; (ii) that any payable unc;ier this Lease shall not decline substantially after the date of such assumption or assignment, as the case may be; (iii) that assumption or assignment of this Lease will not breach substantially any provision in any other lease,
financing agreement, or master agreement relating to the Center; (iv) of the, continued use of the Premises in
accordance with the Permitted Use only: (v) that the quality of goods, if �ny, to be sold in the Premises will not decline; (vi) that tbe operation of the business in the Premises shall continue to be of the high standard compatible with the Center; (vii) that Tenant's suppliers of merchandise·for sale, if any, in the Premises _are willing to continue to furnish such merchandise as are of the same quality and caliber as theretofore sold in the Premises; and (viii) of such other matters as Landlord may reasonably require at the time of such assumption or assignment. The furnishing of such assurances shall not be deemed to waive any of the covenants or
obligations of Tenant set forth in this Lease. In the event , of an assignment, the Premises shall at all times remain a single unit and no physical changes of any kind shall be made thereto unless in compliance with.the applicable provisions of this Lease. It is expressly understood and agreed that: (a) all amounts payable by Tenant to Landlord hereunder, whether or not expressly denominated as Rent, shall constitute "rent" for the purposes of §502(b) (7) of the Bankruptcy Code, including reasonable attorneys• fees incurred by Landlord by reaspn of any event set forth in §16.0l(a) above, and (b) this Lease constitutes a lease of real property in a shopping center for all purposes under the Bankruptcy Code. Nothing contained in this §16.01 shall be deemed in any manner to limit Landlord• s rights and remedies under the Bankruptcy Code.
(c) Within fifteen (15) days after request therefor by Landlord, Tenant shall supply or cause to be supplied to Landlord, any holder of a mortgage, or proposed mortgagee with respect to any portion of the Center, such financial information
regarding Tenant and any guarantor of this Lease as may be required by any such party (including, without limitation, Tenant• s and such guarantor's most recent annual and quarterly financial statements).

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Till: CITY OF BURBANK
45 4814
ARTICLE 17. DEFAULTS BY TENANT
SECTION 17.01. EVENTS OF DEFAULT. Each of the following shall be an event cf default (an "Event Qt Default"):
(a) -renant•s failure to pay Rent or any installment or year-end adjustment thereof if such failure continues for ten (10) days after notice that such payment is due (which notice shall be lieu of and not in addition to any notice required under applicable law);
(b) 'l'enant • s failure to commence Tenant's Work in accordance with Exhibit 11C11 ;
(c) WJ.'enant•s failure to open within fifteen (15) days after notice from Landlord tl;lat Tenant _has failed to open on the date on which Tenant is required to so open pursuant to §2.02(a), and 'l'enant•s failure to open or to remain open as required by this Lease;
(d) 'l'enant•s failure to comply with Article 15;
(e) �enant•s failure to provide evidence of insurance as required under 511.01, where such failure continues for a period of fifteen (15) days;
(f) WJ.'enant•s failure to observe or perform any other covenant, term or condition of this Lease where said failure continues ·for fifteen (15) days after notice from Landlord to Tenant (unless such failure cannot reasonably be cured within fifteen (15) days, and within such fifteen (15) days Tenant commences and thereafter diligently pursues such cure to completion); (g) issuance of any process of law against the estate created in Tenant hereby; the application for or the appointment of a receiver, trustee or similar judicial officer which
appointment continues for ninety (90) days, or the insolvency of Tenant or any assignment by Tenant for the benefit of creditors; and
(h) commencement of a case by or against Tenant or any Tenant's Guarantor, under any insolvency or debtor rehabilitation law or the determination by Tenant to request relief in any insolvency proceeding. such commencement or determination by Tenant shall terminate this Lease and neither this Lease nor the Premises shall become an asset in any such proceeding.

SECTION 17.02. LANDLORD'S REMEDIES.
(a) Landlord may treat any Event of Default as a breach of this Lease. Landlord's failure to insist upon strict performance of any covenant, term or condition of this Lease or to
exercise any right or remedy it has shall not be deemed a waiver or relinquishment for the future of such performance, right or remedy unless in writing signed by Landlord. No waiver is a waiver of any subsequent breach. In addition to all other rights or remedies of Landlord in this Lease or by law or in equity provided, including all damages allowed under Section 1951.2 of the California Civil Code, Landlord shall have the following rights and remedies in any Event of
Default:
(i) Landlord may refuse to retake possession of the
Premises and sue for the Rent as it becomes due or sue
for the present value of the Rent to accrue under this
Lease.
(ii) Landlord may retake possession of the Premises and, without initially reletting the Premises, sue for the
present value of the Rent to accrue under this Lease.
(iii) Landlord may retake possession of the Premises, relet the Premises and sue for damages. While Landlord is
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11 IE CITY OF BURBANK
46 4815
(iv)
(V)
(vi)
trying to relet, Tenant will be liable for all Rent.

Landlord m�y sue from month to month for the damages
which accrue in accordance with this subsection, or
sue for the· present value of all damages which will be due throughout the remaining Term measured as set
forth in §17. 03.

Landlord may terminate this Lea�e, re-enter the
Premises, take exclusive possession thereof, and
Tenant shall have no further claim or right hereunder.

If Tenant vacates or abandons the Premises, Landlord
shall have the right, but not the obligation, to relet
the Premises for the remainder of the Term. Landlord
shal.l have the right in the event of any breach or
default to treat the same as an entire breach at
Landlord's option and immediately sue for the entire
damages occasioned thereby, including the present
value of all future damages to be incurred.

Landlord may relet the premises or any part thereof
for such term or terms (which may extend beyond the
Term), and at such rentals and upon such other terms
and conditions as Landlord in its sole discretion
deems advisable and such reletting shall not in any
way relieve Tenant from its obligations under this
Lease.
(b) Landlord's re-entry or taking possession of the Premises is not an election to terminate this Lease unless Landlord gives written notice of such termination,and shall not affect or diminish the-ongoing obligation or liability of Tenant for all Rent and other obligations under this Lease. Re-entry by Landlord will not obligate the Landlord to mitigate damages by reletting. Wherever in this Lease Landlord has the right of re-entry into the Premises, the use of such word is not intended, nor shall it be construed to be limited to its technical legal meaning. If Landlord re-enters, it may :take possession of the Prem�ses, remove all persons and property from the Premises and store such property at Tenant's expense er resort to legal process without being guilty of trespass or becoming liable for any loss or damage occasioned thereby.

All amounts received upon $UCh reletting and all rentals received by Landlord therefrom shall be applied first to any indebtedness owned by Tenant to Landlord other than Rent due hereunder, then to pay any cost and expense of reletting, including brokers' and attorneys• fees and costs of
alterations and repairs, then to the Rent due hereunder; any residue shall be applied to any deficiencies of future Rent t�at may become due under this Lease. At the expiration of the Term any funds due Tenant shall then be paid. It is understood that said funds shall not draw interest while held by Landlord as security for Tenant's obligations hereunder.

Notwithstanding any reletting without termination, Landlord may, after said reletting, terminate this Lease for any prior breach or default.
(c) Each covenant to pay Rent or perform any other obligation hereunder !s an independent covenant from the other terms and provisions of this Lease, and Tenant shall have no right to hold back, offset or fail to pay any such amounts for any alleged default by Landlord or for any other reason
whatsoever. To the extent permitted by law, Tenant waives any right of redemption, re-entry or re-possession. Landlord may pursue one or more remedies against Tenant and need not elect its remedy until such time as findings of fact have been made in a court of competent jurisdiction.

HB/PARKSDEP.HB/2,19.92
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TIIE C:ITY OF BURBANK
47 4816
SECTION 17.03. DAMAGES UPON TERMINATION.
(a) Xf Landlord terminates this Lease under §17.02, Landlord may recover from Tenant damages computed in accordance with the following formula: (i) the worth at the time of judgment of any unpaid Rent whi.ch ha_s betan earned at the time of such termination; plus (ii) the worth at the time of judgment of the amount b.y which any unpaid Rent which would have been earned after termination until the time of judgment exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of judgment of the amount; by which the unpaid Rent for the balance of the Term after the time of judgment exceeds the amQunt of such rental loss that Tenant proves could be
.x-easonably avoided; plus _(iv) any other amount necessary to compensate Landlord fer all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or w�ich in the ordinary course of things would likely result therefrom including the cost of repairing the Premises and . reasonable attorneys' fees; plus (v) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted by applicable Law. Damages shall be payable from the date of termination� For the
purposes of clauses (i) .and (ii) above, "worth at the time of judgment" shall be computed by adding interest at the Default Rate to the past due Rent. For the purposes of clause (iii) above, 11worth at the time of judgment" shall be computed by discounting the amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of judgment plus one percent ( 11) .
(b) For the purposes of this Article, "Rent" for each Lease Year of the unexpired Term shall .be the Rent (including Minimum Rent and Additional Rent) payable during the preceding year, or, if the default occurs less than one (1) year from the Rent Commencement Date, an amount equal to 1.5 times the average annual Minimum Rent for the Main Term set forth in §1.0l(f).

SECTION 17.04. LANDLORD'S SELF-HELP. If Tenant fails to perform any of its obligations under this Lease in a manner reasonably satisfactory to Landlord, Landlord may, upon giving Tenant at least three (3) days• prior notice of its election to do so (but in an emerg�ncy, no prior notice is required), to perform such obligations on behalf of and for the account of Tenant. Landlord's expenses so incurred shall be paid by Tenant, upon demand, with interest thereon at the Default Rate from the date Landlord performs such work. Performance by Landlord of any such obligation is not a waiver thereo£ or release of Tenant therefrom.

ARTICLE 18. LIABILITY OF LANDLORD
Except as otherwise provided in this Lease, Landlord shall be in default under this Lease if Landlord fails to perform any of its obligations hereunder and said failure continues for a period of thirty (30) days after Tenant gives Landlord notice thereof (unless such fa.ilure cannot reasonably be cured within thirty (30) days) and Landlord shall have commenced to cure within said thirty (30) days and continues diligently to pursue the curing of the same).

If Landlord does not cure said failure within such time, Tenant shall notify Landlord and its mortgagee(s) (including any trustee under a deed of trust) of said failure, whereupon said mortgagee(s) shall have thirty (30) days after receipt of said notice to cure such failure (unless such failure cannot reasonably be cured within thirty (30) days and said mortgagee {s) continue diligently to pursue curing the same). If Landlord is in default and Landlord and its mortgagee(s) have not cured said failure within such time, and if, as a consequence thereof, Tenant recovers a judgment against Landlord, such judgment shall be satisfied only out of the proceeds received from execution of such judgment as levied against the interest of Landlord in Landlord's Building as the same is then encumbered, and Landlord shall not be liable for any deficiency. 7n no event shall Tenant or anyone claiming under Tenant have the - 23-
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Tight to levy execution against any property of Landlord other than its interest in Landlord's Building as hereinabove expressly provided. No default under this Lease shall give Tenant any right of self-help or set-off against Rent. No default by Landlord shall give Tenant the right to terminate this Lease; but this provision shall not impair the operation of the automatic three· ( 3) year termination provision set forth in §2. 03. Neither the
shareholders, o.fficers, directors, managers, trustees, individuals or any direct or indirect partner in Landlord, nor the shareholders (nor any of the partners comprising same), directors, managers, tru$tee�_ or __ e>fficer� . of, any.
·of the foregoing (collectively,
.
.
the
•� Persons") shall be liable for the performance of Landlord's obligations. under this Lease. Tenan:t shall look solely to Landlord to enforce Landlord's obligations hereunder and shall not seek any damages or other relief from any of the other Persons or their property.

ARTICLE 19. SUBORDINATION AND ATTORNMENT
SEC'l'ION 19.01. SUBORDINATION. Upon notice by Landlord, Tenant shall subordinate its rights under this Lease to any lease(s) wherein Landlord is the lessee and to the lien of any mortgage(s) or deed(s) of trust (collectively, "Instrument"), regardless of whether such Instrument now exists or is hereafter created, to all advances thereunder, to any interest thereon, and to all modifications, consolidations, renewals, replacements and extensions thereof, provided the lessors, mortgagees or trustees recognize this Lease in the event of termination or foreclosure under the I:nstrument, if Tenant is not in default under this Lease.

Such subordination shall be effective without execution of any further document. Any such lessor, mortgagee or trustee may elect to have this Lease prior to its Instrument, and in the event of such election �nd upon notification by such lessor, mortgagee or trustee to Tenant, this Lease shall be deemed prior to said lnstrument, whether this Lease is dated prior or subsequent to said I:nstrument.

SECTION 19.02. ATTORNMENT. If Landlord's interest in the Premises is transferred (except in a sale-leaseback financing transaction), or if any proceedings are brought for the foreclosure of, or in the event of the exercise of the power of sale under, any I:nstrument, or if any lease in a sale-leaseback transaction wherein Landlord is the lessee is terminated, Tenant shall attorn to and recognize such purchaser, assignee, mortgagee or trustee as Landlord under this Lease.

SECTION 19. 03. INTENT. Upon the request of Landlord, or any . • such lessor, mortgagee or trustee, Tenant shall execute and deliver any document required to carry out the intent of this Article within twenty (20) days after notice from Landlord. Tenant does not appoint Landlord as its attorney-in-fact and Tenant's failure to provide any of the documents required in this section shall be deemed a monetary Event of Default and Landlord may pursue its rights and remedies provided for in this Lease as if Tenant had £ailed to pay Rent.

ARTICLE 20. SALE OF PREMISES BY LANDLORD
:tf Landlord transfers its interest in the Premises, Landlord's �uilding or Landlord• s Site ( except a sale-leaseback financing transaction), Landlord thereupon and without further act by either party shall be released from all liability and obligations derived under this Lease arising out of any act, occurrence or omission relating to the Premises or this Lease occurring after the consummation of such transfer. Tenant shall have no right to terminate this Lease, abate Rent or deduct from or set-off or counterclaim against Rent because of any such transfer (including any sale-leaseback) by Landlord, its successors or assigns.

HB/PARKSDEP.HB/2.19.9.2
BLtrbank/�cdia City Center

TIIE CITY OF BURBANK
49 4818
ARTICLE 21. EST0PPEL CERTIFICATES
Within twenty (2C>) d.ays after each written request from Landlord, Tenant shall execute and deliver to Landlord or Landlord's designee (and Landlord and each designee may rely thereon) an. estoppel certificate in form and substance satisfactory to Landlord certifying as to such matters as may be reasonably requested by Landlord. Landlord may assign its interest in the estoppel certificate to any lender(s) who may .�ct in material reliance thereon. Tenant does not appoint Landlord as its attorney-infact and Tenant• s failure to prov�de. any of the documents required in this Section shall be deemed a monetary Event of Default and Landlord may pursue its rights and remedies provided for in this Lease as if Tenant had failed to pay Rent.

ARTICLE 22. QUIET ENJOYMENT
Upon payment by Tenant of the Rent and the observance and performance of all of the agreements, covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall quietly enjoy the Premises for the Term without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject to this Lease and mortgages, leases and other matters to which this Lease is subordinate.

ARTICLE 23. SURRENDER AND HOLDING OVER
SECTJ:ON 23. 01. DELl:VERY AFTER TERM. Tenant shall surrender possession of the Premises upon the expiration or earlier termination of the Term, broom clean, free of debris, without the presence cf any toxic or hazardous substance that are, or become regulated as hazardous or toxic substances under any applicable local, state or federal law, regulation, or order, in good order and state of repair (excepting Landlord's obligations under this Lease and ordinary wear and tear), and deliver the keys as Land'lord designates. If not sooner terminated, this Lease shall terminate at the end of the Main Term, without the necessity of notice, Tenant hereby waiving notice to vacate the Premises.

SECTION 23.02. ·HOLDING OVER; RENT. Any possession after expiration or termination of this Lease shall be an unlawful detainer, all persons shall be subject to immediate eviction and removal, and Tenant shall pay Landlord upon demand during any hold over period, as liquidated damages, a sum equal to double Additional Rent provided for in this Lease.

ARTICLE 24. CONDEMNATION
SECTION 24.01. TAKING. If at least twenty-five percent (25%) of the GLA in the Premises is taken by right of eminent domain or condemned permanently or temporarily by a competent authority or by conveyance in lieu thereof {"Condemnation"), or if the Premises cannot be used for the carrying on of Tenant's business after the Condemnation, then in either event Landlord or Tenant shall each have the right to terminate this Lease upon written notice to the other within ninety (90) days after possession is taken by such Condemnation. If this Lease is not terminated, Landlord shall, at its expense as soon as reasonably possible, restore the Premises to a complete unit of similar quality and character as existed prior to such taking (to the extent feasible} , but Landlord is not required to spend more on restoration than the condemnation award received by it (less all expenses and court costs incurred by Landlord in connection with such award) multiplied by the GLA Center Fraction as of immediately prior to the taking.

SECTION 24. 02. CENTER. If part of the Center is taken by Condemnation so that in Landlord• s judgment the remainder is unsuitable for use as a regional retail shopping center, Landlord may terminate this Lease upon notice to Tenant within one hundred • 25 -
HB/PARKSDEP.HB/2.19.92
l1urh1111k/Media City Center
Tl IE CITY OF BURBANK
50 4819
twenty (120) days after possession is taken, which termination 'shall be as of the day possession is taken by the condemning authority.

SECTION 24. 03. . AWARD OWNERSHIP. As between Landlord a�d Tenant, all damages for any Condemnation of all or any part of the center, including all damages as· compensation for diminution in val.ue of �e leasehold, reversic:>n and fee and Tenant's leasehold imp�ovements, shall belong to Landlord without deduction for any present or future estate of Tenant. Tenant assigns to Landlord all of Tenant's. right, title c;ind interest to such award, but Tenant may claim and recover from the condemning authority, but not from Landlord, such compensation as may be separately awarded or ·recoverable by Tenant in its own right on account of any damage to Tenant's business by reason of the condemnation and for any loss which Tenant might incur in removing its merchandise, furniture and :fixtures.

SECTION 25.01.

ARTICLE 25. MISCELLANEOUS
:INTERPRETATION.
(a) The captions are only for convenience and do not construe the scope or intent of this Lease or in any way affect it.
(b) if more than one Person is named as Landlord or Tenant in this Lease, . or becomes Landlord or Tenant, then, the words "Landlord" or "Tenant" mean all such Persons, and the
1iability of such Persons hereunder is joint and several. (c) Each pronoun used herein includes each of the other genders and the singular shall include the plural.
(d) All provisions cf this Lease shall be construed as covenants and agreements as though the words improving such covenants and agreements were used in each separate provision.
(e) Alt�ough the printed provisions of this Lease were drawn by Landlord, this Lease shall not be construed for or against Landlord or Tenant. This Lease shall be interpreted in
accordance with the general tenor of the language in an effort to reach the intended result.
(f) All references to Laws mean such Laws as amended from time to time and any successor Laws.

SECTION 25.02. RELATIONSHIP. Nothing herein contained creates any relationship between the parties other than landlord and tenant.

SECTION 25.03. NOTICES. Any notice, demand, request, approval, consent or other instrument which is, or is required to be, given under this Lease shall be in writing and shall be deemed to have been given (i) when sent by telegram or mailgram, (ii) when mailed by United states registered or certified mail, return receipt requested, postage prepaid, or (iii) when received, if sent by overnight courier er delivery service, addressed to Landlord or Tenant at the respective addresses set forth on page l of this Lease or such ether address or addresses as either party may designate by notice to the other in accordance with this §25.03.

SECTION 25. 04. SUCCESSORS. This Lease is binding on, and inures to the .benefit cf, Landlord and Tenant and their respective successors and assigns, subject to the prohibitions against Transfer contained in this Lease and to Article 17.

SECTION 25. 05. J}ROKER' S COMMISSION. Tenant warrants that it has not dealt with a broker regarding this Lease, and shall indemnify, defend and save Landlord harmless from all claims, actions, damages, expenses and liability whatsoever, including reasonable attorneys• fees, arising from any claim for commission or finder's fee regarding this Lease.

HB/PARKSDEP .HB/2.19.92
ll11rb1mk/Mcdia City Center
TJII: CITY OF BURBANK
51 4820
SECTION 25.06. UNAVOIDABLE DELAYS. If either party is delayed or hindered in or prevented from the performance of any act . required. hereunder because of strikes, lockouts, inability to procure labor or materials, failure of power, restrictive Laws, riots, insurrection, war, fire or other casualty or other reason of a similar or dissimilar nature beyond the reasonable control of the party delay,d ("Unavoidable Delay"), performance of such act shall be e�cused·for the period of tlle Unavoidable Delay, and the period for the pe+form.ance of such act shall be extended for an equivalent period. unavoidable Delay will not excuse Tenant from prompt paYJDefit of Refit or any other payments required by this Lease and will not extend the Term. Delays or failures to perform resulting from lack of .tunds shall not be unavoidable Delays.

SECTION 25.07. SEVERABILITY. If any provision of this Lease is capable.of two (2) constructions, one which renders it invalid and the other renders it valid, the provision shall have the meaning rendering it valid. If any provision of thi.s Lease or the application thereof to any Person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such provision to the Persons or
circumstances other than those to which it is held invalid or u..�enforceable, shall not be affected thereby. Each provision of this Lease shall be valid and enforceable to the fullest extent permitted by Law�
SECTION 25.08. ENTIRE AGREEMENT .. There are no oral agreements between the parties affecting this Lease. This Lease supers�des all previous negotiations, arrangements, letters of intent, lease proposals, confirmations of business terms, brochures, agreements, representations, promises, warranties and understandings between the parties or displayed by Landlord to Tenant with respect to the subject matter thereof. This Lease sets forth all the covenants, agreements and conditions between Landlord and Tenant concerning the Premises and the center. No amendment or addition to this Lease except the Exhibits shall be binding upon Landlord or Tenant unless reduced to writing, signed by them and mutually delivered between them.

SECTION 25.09. OTHER TENANTS. Landlord may effect such other tenancies in the Center as Landlord determines in its sole discretion. Tenant is not relying on the fact, nor does Landlord represent, that any specific tenant, Major Department store or occupant or number of tenants, Major Department Stores or occupants shall or shall not occupy any space in the Center.

SECTION 25.10. APPLICABLE LAW; ACTIONS. The Laws of the state in which the Center is located shall govern the validity, performance and enforcement of this Lease. If either party institutes action for enforcement of any obligation contained herein, the venue of such action shall be the county in which the Center is located, or the United states District Court having jurisdiction over such county. If Landlord commences an action for Rent, Tenant shall not interpose any counterclaim, other than a compulsory counterclaim. The foregoing shall not be a waiver of Tenant's right to assert such claim in a separate action or proceeding instituted by Tenant.

SECTION 25.ll. ACCORD AND SATISFACTION. No acceptance by Landlord of a lesser amount than the Rent herein stipulated shall be other than on account of the earliest stipulated Rent nor shall any endorsement or statement or any check or any letter accompanying any such check or payment as Rent be deemed an accord and satisfaction. No acceptance of Rent is a waiver of any breach.

Landlord may accept such check or payment without prejudice to Landlord• s right to recover the balance of such Rent and pursue any other remedy in this Lease or at law or in equity.

SECTION 2s.12. CORPORATE TENANTS; PARTNERSHIPS. If Tenant (or a general partner in Tenant) is a corporation or partnership, the individuals executing this Lease , on behalf of Tenant (or such general partner) hereby covenant and represent that: Tenant (or such general partner) is a duly constituted corporation or - 27-
HB/PARKSDEP.HBfl.19.92
Burbank/Media City Center
Tl IE CITY OF BURBANK
52 4821
partnership in gooq standing qualified to do business in the state in which the Center j.s located and such individuals are duly authorized to execute and deliver this Lease.

SECT:CON 25.13. LIQUIDATED DAMAGES; ATTORNEYS' FEES. A late opening of the Premises, late or insufficient payment· of Rent, Tenant's failure to comply with §7.05 or §8.08, or Tenant's holding over will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impr�cticable to· ascertain. Such costs include administrative expen,ses and lost good will.to the Center. Therefore, this Lease provide� for certain late charges and other liquidated damages.

Such late charges and damages represent fair and reasonable estimates ·of the costs and/or damages that Landlord will incur under t.he circumstances. Acceptance of any such late charge or damages shal.l constitute neither a waiver of Tenant's default nor an election of remedy. Tenant's obligation herein to pay Landlord's attorneys• fees in connection _with Tenant's default includes the obligation of Tenant to pay all reasonable attorneys• fees incurred by Landlord before, during and after ·trial and on appeal.

SEC'l':ION 25.14. WIME OF ES�F.NCE� Time is of the essence.

SECTION 25.15. FINANCING. If any lender of Landlord does not approve the financial or credit rating of Tenant, or if any such lender requires a change in this Lease as a condition of its approval of this Lease for financing, and if within thirty (30) days after notice from Landlord, Tenant fails or refuses to execute with Landlord an amendment to this Lease accomplishing the changes, Landlord may cancel this Lease at any time prior to the commencement cf Tenant's Work. If Landlord so terminates, this Lease shall be void with no further liability or obligation on the part of _either party.

SECTION 25.16. ADDITIONAL FEES. If Landlord approves an early termination of this Lease, a subordination of Landlord's lien or any other change of this Lease, Tenant shall reimburse Landlo�d at least Five Hundred Dollars ($500.00) for Landlord's administrative time and expenses in reviewing and implementing such assignment, subordinati_on or change.

SECTION 25.17. EXECUTION OF LEASE. Submission of this Lease for examination vests no right in either party. This Lease shall become effective as a lease only upon execution and legal delivery thereof by the parties. This Lease may be executed in more than one counterpart, and each such counterpart shall be deemed an original document.

SECTION 25.18. NON-DISCRIMINATION. The Tenant herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, religion, creed, national origin, or ancestry, in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall Tenant itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, l.ocation, number er occupancy of tenants, lessees, sub lessees, subtenants, or vendees in the land herein leased.

SECTION 25.19. 11'RANSPORTATION PLAN. Tenant agrees to comply with all terms of the Transportation Demand Management Plan as provided in the EIR Planned Development No. 89-4 and the final Subsequent Environmental Impact Report.

SECTION 25.20. NON-LIABILITY OF TENANT OR MUSEUM OFFICIALS ANO EMPLOYEES. No member, official, employee, agent or contractor of Tenant or Museum shall be personally liable to Landlord in the event of any default or breach by Tenant or Museum or for any amount which may become due to Landlord or on any obligations under HB/PARKSDEP .HB/2-19.92
Burbank/Media City Center

TIIE CITY OF BURBANK
53 4822
tne terms of tl;lis Lease; provided, it is understood that nothing in this Section 25.20 is intended to limit Tenant's or Museum's liability.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease as of the day and year first above written.

LANDLORD:

TENANT:

THE CITY OF BURBANK
B
y•Y�r Attest:
· ·• ·JJl·· m .-·.···rt�-/Jid·· - ·
Margaret M. Lauerman, City Clerk
- 29-
HB/PARKSDBP.HB/2.19.92

APPROVED AS TO FORM
CJTY ATTORNEY '*"
Date L\- i �Cj2
By yY\�d.�
Tltle fubl&t (j h; MID�
Burbank/Media City Center

THE CITY OF BURBANK
54 4823
EXHIBIT "A•
EXHIBIT "A-1" -:-
EXHIBI'l' •B•
EXHIBIT •c•
EXHIBIT "D• -,
EXHIBIT •E•
HB/PARKSDEP.HB/12.20.91

EXHIBIT LIST
Development Site
Legal description of Site
Description of Tenant's Premises
Museum Facility Design Program
Contractor's Affidavit
Mechanical/Electrical Schedule
- 30 - Burbank/Media City Center
1HE CllY OF BURBANK
55 4824
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LEGAL DESCRIPTION OF THE SITE
�i:OTS • t="'IHMOUGH ·20 .. NCWSIVE .-Nff) .:19 ;m .wa: ,ALLE't VACATED ''iiY.iii'oLUTION ND. ■ai3 • ii:coi6ED . -NOVEMBER ,. 1852 IN -�K 4025?, PACE 354. or omc1AL. RECORDS. AND RtsOLIJTION NO. 21$85 RECORDED -»RIL
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23. 1tH AS iNsTRUME"1 NO. 8S-41Hl3 CW otnCW. RECORDS, IN 8LOCk D, AND LD'l'S 1 1HROUGH JD MD 15 V££T. WIDE ALL£'t'. VACATED BV RESOLUTION NO, 2195, DE.SCRJ8£0 AS PARCEL J, IN 81.0CK C OF' SUBDMSION OF' BLOCK NO. 4t. TOWN - or BURB�K. ·AS PER MAP RECORDED IN BOOK 22, PACE ,... OF .MISCll,LANE

DESCRIBEO
OUS RECORDS: '.IOC:q'HER WITH, PORTION OF' SAN JOSE STREEf VACATED IV SAID R£SOLUTION NO, :use. � . 'I� THROUGH • 1 a INCLUSIVE'
AS PARCEL F', AS SHOWN ON SAID BLOCK� NO,• .... TOWN or BURB�K; TOGETHER WITH, LOTS 7 ••• AND A :,,o,moN • OF LOTS S AND 13 OF IAL.LAOH VILLA TRACT, AS PER MAP N:CORDED IN 900K :,a PACE I DF .MAPS 0, MISCEUIINtOUS IIECORDS: TOGETHER WITH, POlfflON OF SOUTHWESTERLY ·tw.F OF LOT $, tN BLOCtc:104 .DF'.•.SUIDMSION OF' RANCtiO PROYlbENW. AND SCOTT TAACT, 1'S flE� w.P'_AECO.,U,ED • .., SAN RRNANDO 900K:'431·PACES'47 'n4ROUGH,'6t INCLUSIVE-C)F' MISCELLANEOUS RECORtlS; TOCETHtR, Wl'fH A PORTION OF" "fl'IACI',
80UI.E\l'MD (il'ORMERLV SECOND STRtrr) AS- SHOWN ON SAID SUIDMSION or PROYIDENCil'-AND SCOrT . MD PORTION Of' CRINNEJ.L AYENUE (F'ORMERL'Y -ROYCOURT AVENUE) M SHOWN. ON SAID 8ALLACH 'IMCT, AND • A POffflON Of' CYPRESS AVENUE. AS SHOWN ON THE SUIDMSIO� OF 1HE RANCHO PRCMDENClf. ANO seem 'IIIACT, IIECO,U,£1) ., . �OOK 17.- PACES 15 THROUGH 11 INCLUSI\IE,, or MISCELL.IHEOUS RECORDS VACATED 8Y SAID R£SOI.UhON NO. 21515, DE$CRJB£D M PMCD. E: '1'0CE'1Mt'R WITH, 1ffE PORTION OF' LOTS 3 AND 4, ILOCK -"• OT SUBDMSION or RANCHO PRCMOENc:14 AND SCOTT TRACT. M PER ,t1£ WDTH. :

CORDEO .... OOK •s. PAC£· 4.7 THROUCH •• INCLUSIVE, DF' MISCEUANEOUS RECORDS: TOGETHER, WITH CERT�N STRIP or LAND 1!1 rtrr MN' .• ;w I.OT • .1. t=-tl, Bl.OCK ., or RANCHO PROVIDENCIA-AND SCOTT TRACT, AS PER MAP RECORDED IN IOOK ,,. ltAGES ,s· ET SEQ IN MISCEUNIEOUS NCORDS, AS DESCftl!IED IN THE DEED TO THE CITY or IURBANIC, RECORDED 1N IOOK 1745, PAGE 14 or omc1AL RECORDS • or
STRIP OF.. &AND SINCE_ V�CATED 8't' RESOLUTION NO. 21585; DESCRIBED M PARCEL M ; TOGETHER WlfH, CE!frJJN STRIP or !.,\ND, 15 FUT� WIDlN.

MARCH�,2...112
£· IN LOI' 4- N BLOCK 11 _ OF'. RANCHO ltROW>ENCIA AND SCOTT TRACT, AS DESCRIBtD IN DEED TO THE CITY DF' 8URIANK, RECORDED 4 .. .:..,.AS_lfiSTRUMENTINT. NO, 1102, IN BOOK :S,11, PAii£ Ut Or OFF'ICIAL RECORDS, SAID STRIP or LANO SINCE VACATED 8Y RES01.lfflON,N0.•21$1!1.•D[SCR18£0 AS_ PARCO. M; .TOCETHER WITH LOTS 1'THROUGH 4 INCLUSIVE AND f'ORTION or LO'I' 5 or TRACT NO. 1057 ,PER:MA?. ltEc:pRDED tN.800K, �,. PACES 51 AND 10 or .MAPS; TOG£TH£R WITH LOT I THROUGH◄ INCLUSIVE o, TRACT NO. 7121, AS PER-..:
ftECORDEO IN 800K•7•. • PACES -◄ AND 15 - OP', MAPS AND PORTION or ALI.EV VACATED IY SAID RES0LL1r10N NO. 21115, DESCR18ED AS PARCEL M AS SHOWN 'oN SAID 1RACT HO • ..,.,21; TOCETHER WITH A PORTION ,or P'IRST STRE£T AS l>ESCRIB[D IN DEEO _ TO THE CITY or IUR8ANI( RtCOIIIOEO f'EIRUARY 25, 1922. _AS INSTRUMENT NO. 121. IN 800K 171, PACE "11 or orr,c� RECORD$ VACATED 9'f !lt&II) Rt:SOLL.'TIC.'I NO, 2u1as. DESCft18[0 1111,S
MAP
PAA�,S ii, e, AND - i>; 'fOCtTMER WltH, PORTIONS 0, - &.OTS 4 THR0UCH t INCLUSIVE' AND ALL 'Or LOT'S 1, 2. AND ) DF' 1RAC1 NO, HH M PER PACE
IIECORDED IN 800IC 5!1, PAGE ◄O. DF' MAPS; TDCETHtR WITH A PORTION DF' LOT 27 or TRACT ,NO, 5117, AS PER MAP. RECORDED IN 9001( as.

MAP - Of'
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OF' M� TOCETHER WITH A PORTION DP' _NORTH GOLDEN MAU (rORMERLY SAN F'ER�OO 80ULlVARI) AND SECOND STREET), M SHOWN ON TOWN OF BURBANK AS P.ER MAP RECORDED IN 8001C 17, PACES ,. THROUCH 22 INCLUSIVE, or MISCELLANEOUS - RtCORDS VACATED 8Y IN' ttES01.Lm0N NO, :nses: 'TOGETHER WITH. LOTS 1 'IHROUGH 7 INCLU$111E or JOHN CASE'S SUBDIVISION or LOT 2, IN BLOCK ,... or lOWN or

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AS PER MAP RECORDED-•IN 8001( 29, PACE 21 or MISCELLANEOUS RECORDS; TDG£TMER WITH LOTS , .... IS, I AND 10 AND f'ORTIONS or .:1. s. 7. 9 AND_ LOTS
_ 11 THJIOUGH 1.5 INCLUSIVE, IN BLOCK ,.. OF' SAID MAP OF' TOWN OF' IURIANI<: TOCETHER WITH PORTION or LOTS 11 r�
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1S .. Cl.USM:, _ _, BLOCK -I OF' 'TRACT_ NO, 3$48, M PER tlAP RECORDED IN IOOK 40, PACE 75 _ OF' MAJtl; TOCtTHER WITH LOTS 2 'fHROUCH I PORTIOH OF' un5 ,. 7 � 8 OP' TRACT NO. 1724. M PER MAP RECORDED, IN 8001< eo, PAii£ ti or MAPS AND 15 FE£T WIDE AU.EV AND

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OfmON OP' SAN FERNANDO BOULEVARD (FORMERLY SECOND snttn) M SHOWN ON SAID _ SUIDMSION or RANCHO PRCMOENCIA AND SCOTI' TOWN or BURBANK AS PER MAP RECDIIIOEO IN 8001< 17, PACES 11 THROUCH 22 INCLUSIVE or MISCELLANEOUS RtCORl)S VACATED 8Y

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SAID lltSOI.IJTION ND. 21&85, CESCRIB[O M PARCEL A; TOGETHER Wffli ◄ FEET AND VARIABLE WIDTH o, A PORTION or GRINNELL AVENUE (F'OAMER&.Y AVENUE) AS SHOWN ON SAID 8ALIAGH YILIA TRACT VACATED IV RESOLUTION RtCORDEO AS INSTRUMENT NO. or )FF.ICW.. fl£CORDS. AU. a, THE OFFICE OF THE RECORDER OF 1.0S ANGELES, 57 4826
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9 108,943 s.f.

N 48"4◄'58" W 342.33'
N 45•44'58" W . 239,53'
AN EAStMENT IN FAVOR OF BULLOCK

FOR PICK-UP PURPOSES
RECOR0[D DECEMBER 6, 1990
IS lNSTRUMENT NO. 90-202360� O.R.

EXHIBIT B
w
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TO BE SET
DETAIL
PARCE
(SEE SHI

AN EASEME
FOR ElEC1Rl

RECOROEO
JS INSlRUI.I
58 4827
Museum Exhibit "q'
The following is a description of work to be done by Landlord ("Landlord's Work) and work to be done by Tenant ("Tenant's ·work"). The floor plan of the ·Premises shall be as generally depicted in.the attached Exhibit C-1 "Floor Plan".

Section I - Landlord's Museum Work
A Bun.DING SHEIL
L S'IRUCTURE:
a. Superstructure: The building shall be of steel frame and masonry design in accordance with governing building codes.
b. Exterior WaJls: The exterior walls shall be constructed of masonry, steel stud with exterior plaster construction, or such other materials as seiected by Landlord's architect.
c. Vertical aearances: Useable height between floor and structure above shall be governed by Lan.dlord's structural design. Floor to roof structure height in gallery to be minimum 15'-0".
d Roof: . The roof shall be built-up composition membrane, as selected by Landlord's architect.
e. Elevator: One (1) two-stop hydraulic, passenger elevator with electrical connection.
f. Stairs: Two (2) interior stairs constructed of materials select�d by Landlord's architect.
g. Main Entrance: Storefront entrance shall be aluminum with clear glass with double three foot (3') by seven foot (7') doors to Landlord's .standard design.

2. UI1LlTY SERVICES:
a Domestic and fire service water.
b. Sanitary sewer (except sewer fees).
c. Electricity.
d Conduits and backboards for telephone service.
e. Natural Gas if required for H.V.AC. system.

B. INTERIOR IMPROVEMENTS:

L Floors 10 be concrete with carpe� vinyl tile, or similar finishes.

2. Ceilings to be suspended, acoustic tile except in Gallery, a portion of which shall be provided with unistrut system.
ahibitc\mc:c\muse-2.m:

Museaam, Media City Center
Exhibit •C"

Page 1 ends

9/24/91
Rev. 11/12/91
Rev. 12/16/91
Rev. 2/19/92
59 4828

3. Interior walls to J;,e constructed of metal studs and drywall, painted. Gallery walls to receive plywood finish.

4. . One set of separate men's and women's toilet rooms to be used by both staff and • public.ci½•��- -· ��

5. Lighting to be 2' x 4' recessed fluorescent fixtures except in Gallery which shall be provided with incandescent track lighting.

6. 120 volt electrical outlets to be provided throughout premises.

7. Air conditioning system to be packaged, roof mounted units ducted throughout premises.

8. Fire sprinklers to be provided as required by code.

9. Wood doors and frames with appropriate hardware.

10. Closure gn1les at retail area.

Section Il - Tenant's Work
L Utilities: Tenant has sole obligation for payment of all utility company connection. meter, and use charges.

2.. Furniture and Fixtures: All museum fixtures, exhibit stands and/or cases, display windows, cornices, etc.

3. Alarm System: All fire, intrusion alarm systems and protective devices. Any exterior systems to be approved by Landlord in writing.

4. Special Lighting: All special lighting beyond that described as Landlord's Museum Work.

5. Security equipment: Any security grills or closures beyond those described as Landlord's Work. (Must be located behind storefront and subject to Landlord's approval.)

6. Special Equipment and Construction: All special equipment and construction such as dumbwaiters, shop equipment, audio visual systems, etc., including installations and electrical connection.

7. Union Labor Provision: Tenant agrees to comply with any union labor provisions as may be required by Landlord, and Tenant agrees to do nothing to cause the picketing of the construction site ( or Shopping Center, or portions thereof) by any labor unions.

8. Oean-Up of Debris: Removal of all Tenant's trash and debris from property during the construction of Tenant's Work.

9. Health Requirements: Tenant shall be responsible for obtaining all approvals from the local health department, if required.

10. Structural Changes: Any alterations and/or additions and reinforcements to Landlord's structure required to accommodate Tenant's work shall be Tenant's responsibility and shall be subject to the Landlord's prior written approval.

Museum, Media City Center
ahibitc\mcc\muse-2.cxc Exhibit •C"
Page2
9/24/91
Rev. 11/12/91
Rev. 12/16/91
Rev. 2/19/92
60 4829
--·

11. Plumb�g: Any plumbing beyond Landlord provided toilet rooms. If Tenant engages in grease. producing cooking operations, he shall provide and maintain, within the Leased Premises, a grease.
interceptor.

12. Tenant shall be solely responsible for obtaining all required· permits and paying an fees for Tenant's Work.

13. Roof Penetrations: Tenant shall not make any roof penetrations or place any equipment on roof ivith�ut Landlord's written consent. Any roof mounted equipment shall be located so � to be fully concealed. Final flashing and patching of any roof penetrations shall be by landlord's roofing contractor at Tenant's expense.

14. Tenant shall not introduce or cause to be introduced any asbestos or other toxic .or hazardous substances in any construction materials, fixtures or equipment used in the I.eased Premises. The use of floor finishes containing • asbestos is expressly prohibited.

15. _ Signage: All identification signage designed in accordance with landlord's sign criteria as approved by Landlord and governing agencies. a. The design and size criteria for Tenant's signage within Landlord's Building and throughout the site shall be provided at a later date by Landlord
Landlord Location of signage to be mutually acceptable to both and Tenant.
b. The location ofTenanfs exterior signage shall be as generally depicted on the attached Exhibit "C-2".
cx'lu"bitc\mcc\muse-2.esr
Museum, Media aty·eenter
Exhibit •C"
Pagc3
9/24/91
Rev. 11/12/91
Rev. 12/16/91
Rev. 2/19/92
61 4830
•
EXHIBIT 11C•111
62 4831
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63 4832
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MONUMENT SIGN
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IKEA STORE
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NOT A -PART
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PARKING FACILITIES
NO. 3
(NORTH GAR-'GE)
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PARKING FACILITIES
NO. 2
(WEST GARAGE)
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,TYPE - I

MERVYN'S STORE
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64 4833
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Effective date:
- • ":tober 28, 1989
ORDINANCE NO. _3_16.;;....9 __ _

AN ORDINANCE OF THE COUNCIL OF THE

CITY OF BURBANK APPROVING PLANNED
DEVELOPMENT NO. a9-·4 AND A DEVELOPMENT AGREEMENT RELATED THERETO City Attorney's Synopsis
This Ordinance approves a p-lanned development along with a related Development Agreement between the City of Burbank and the Haagen-Burbank Partnership and the Redevelopment Agency of the city of Burbank for the development of a mixed-use Regional Shopping center·, commercial office and hotel development, known as Burbank Gateway Center, on ±41 acres at the junction of Burbank Boulevard and the Golden State Freeway in Burbank, California e THE COUNCIL OF THE CITY OF BURBANK FINDS:

A. The council of the city of Burbank at its regular meeting of September 12, 1989, held a public hearing 9f Planned Development No. 89-4, applied for by Haagen-Burbank Partnership ("Haagen
11 ) and the Redevelopment Agency of the City of Burbank ("Agency") which would authorize a mixed-use Regional Shopping center, c9mmercial office anq hotel development.
. .

B. This hearing was properly noticed in accordance with the provisions of Section 31-339 of the Burbank Municipal Code. c. A Final Subsequent Environmental Impact Report (FSEIR) for Planned Development No. • 89-4 ("P. D. 89-4 11 ), and the proposed development has been prepared by the Agency in compliance with the California :Enviromnentcil quaiityAct and has been considered and approved by the �ouncil of the City of Burbank.

D. This Council finds that the implementation of the
mitigation measures as described in the FSEIR constitute� sufficient mitigation measures which �ill mitigate to a level ·of less than significant the significant envlrorimental effects as identified in the FSEIR.

E. The Council considered the report and recommendations of the city Planner and the action and recommendations of the Planning Board is evidence by its Resolution No. 2033, and the evidence presented at such hea1:ing.

THE COUNCIL OF THE CITY OF BURBANK ORDAINS:

1. The Zone Map of th.e City of Burbank, adopted by reference to Section 31-7 of the Burbank Municipal Code, is amended by chang,ing the zone designation of the site from c-2 Commercial Limited Business to the.Planned Development Zone P.O. 89-4 as shown and delineated as follows:

JF089 4
9/8/89 nd
65 4834
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2. Development and zoning standards applicable to the Site shall be those set forth in the Burbank Municipal Code Chapter 31 for the c-2 zone, except as pr6viq.edto the contrary· in the Scope_' of Development (Exhibit A) and the Conditions of Approval (Exhibit B) as more fully described below.

3. All de.velopm�nt permitted p�rsuant to P-P� 89�4 shall be in conformance with the Scope of Development (Exllibit A) '.. and Conditions of Approval (Exhibit B), ,attached hf3reto and made parts' hereof by this reference, as well as those plans on file in the office of the City Planne:t: as follows: dp.tedAugust 7, 1989 and identified as Plan Development Set pages· sb-1 through SD-26; dated August 7, 1989 and identified as "IKEA Furniture Store, pages 1 and 2; and Color Renderings and Elevatioris provided in conjunction with P.Oo Application .•
4 o •That certain Development Agreement .for :Planned Development No. 89-4, by and between the City of Burb'ank and Haagen in the form presented at this.meeting, �s hereby appr-oved, and the City Manager is authorized to execute, and the�ity Cle;-k to attest, the Development Agreement on behalf of the city. In approving the Development Agreement, this council, specifically finds:
(a) Planned ·D�veloproent No. 89-4 and the provisions of the Developm�nt Agreement are ·consistent with the General Plan-; and (b) Planned, Devele>pm�nt No. 89-4 rtteets the 'design ·criteria forth in Section 31-336 of the Burbank �iinicipai'C6de.

2. 66
4835

5. The City Clerk shall certify to the passage of this
Ordinance and cause the title, number,· date and synopsis of this ordinance to be published o�ce in The Burbank Leader.

6. This ·ordinance shall become effective upon 12: oi a. m. of the thirty�first day after publication.

PASSED and ADOPTED this 19th
Attest:
s(kErleL. Wxx:1bum
Merle L. Woodburn, City Clerk
day of __ s_e�pt __ errber�-�-..;.;;,_ ___ , 19ag.
s/Fobert R. Bc:Mne
Robert R. Bowne
Mayor of the City of Burbank

3. 67
4836

SCOPE OF DEVELOPMENT
Project Location
The Project Site is bounded on the south by Magno 1 i a Bou 1 evard, on the we st by the Golden State Freeway, on the north by Burbank Boulevard and Home Savings property, and on the east by Third Street as shown on the Site Plan (Attachment No. 1}.

Project Description
The Burbank Gateway Center project is an enclosed three-level retail mall with two anchor department stores {Mervyns and Sears}, approximately 50,000 gsf of retail use, presently contemplated to be Buffums, or an upscale fashion or other comp at i b 1 e retail .-use to be determined (Level One Retail Use), p 1 us three l eve 1 s of retail mall shops, inc)uding a four-plex movie theater (Regional Mall); a free-standing 2-story furniture retail/ warehouse saies facility (Ikea); five office towers ranging from nine to 16 stories; and, a 14-story, 300 to 350-room hotel.

The entire project presently encompasses over approximately 2,497,560 gsf of development served by several parking garages containing approximately 8,195 parking spaces. Included in the approximate1y 1,005,060 gsf. of retail space in addition to the anchor tenants will be the traditiona1 mall shops (including retail-related service uses}, several restaurants, and a community center.

The Project is being developed by the Haagen-Burbank Partnership under'a Disposition and Development Agreement (DOA) with the Redevelopment Agency of the City of Burbank (the "AgencyM
} by which the Agency shall share certain of the
responsibilities for portions of the Project.

The total project by space and types of use will be as follows:
- Retail (includes restaurants)
- Future Department Store
- Office
- Community Center
- Hotel (300-350 rooms)
TOTAL
Project Plans
1,005,060 gsf
185,000 gsf
1,010,000 gsf
7,500 gsf
290,000 qsf
2,497,560 gsf
Those plans and elevations identified in paragraph 3 of Ordinance No. 3169 (P.O. 89-4) to which the Scope of Deve1opment is an exhibit shall control development under this Scope of Development. (the "Approved Plans"}.

Project Characteristics
a. As shown on the Site Plan, the Regional Mall parallels Magnolia Boulevard between First Street and Third Street, containing Mervyns, Sears, the Level One Retailer and the traditional mall shops. Included within the Regional Mall JFAP089 4
9/8/89 nd

EXHIBIT A
68 4837
shall be a four-plex movie theater with 800 seats, plus the potential for conversion of approximately 20,000 gsf of retail space to an additional '' entertainment component to be determined under the ODA. Immediately north of the Regional Mall fronting on Third Street is Parking Structure #1 and a Community Center building. Parking Structure #2 and two retail or restaurant pad areas face First Street immediately north of the Regional Mall, west of Parking Structure #1. Parking Structure 1 & 2 will provide paiking for the Regional Mall. Between Parking Structures 1 & 2, Phase 2 of this project wi 11 - be either a 3-story 185,000 gsf additional retail anchor store (Future Department Store) or a IS-story, 300,000 gsf office building. Additional mall shops totaling 43,012 gsf. would be construct�d as part of Phase 2 if the Future Department Store is built. Parking Structures 1 & 2 will also serve Phase 2 0 Unt i1 constructed, this area wi 11 be improved as a temporary funct i ona 1 garden/�ark site which could be used as an amphitheater, an area for auto ·shows art exhibits, civic events etc. As shown on the approved plans (�age S0-24) ' this temporary area will contain large expansive lawn areas for seating, , perimeter landscaping and landscaped planters with seat walls. Parking Structure #1 will be a five level structure containing approximately 1,540 parking spaces and Structure #2 will be built with six levels and contain approximately 1,942 parking spaces. Phase 2 will be constructed with approximately 242 additional parking spaces below, for a total of approximately 3,742 parking spaces. Parking for retail uses sha 11 be permitted to contain up to 25% compact spaces in lotation shown on the Approved Plans.

Immediately north of Parking Structure I, between Thi rd Street and San Fernando Boulevard will be the Ikea retail furniture sales facility (2-story). West across San Fernando Boulevard will be two retail or restaurant pad areas plus as· level parking structure (Parking Structure #3). The total number of parking spaces within Parking Structure #3 will be approximately 1,738 spaces, which will also serve Office Building #3, a 9-story 160,000 gsf office building at the corner of San Fernando Boulevard and First Street. In addition, approximately 60 surface spaces will be located adjacent to the Ikea building .. b. The Office Building 12 site (Magnolia and First} wil] contain a 16-story, 320,000 gsf. office building and an 8,000 gsf. restaurant. This site will be served by a six level parking structure containing 962 parking spaces. c. The Office Building fl site (Burbank and Third) will contain a 16-story, 330,000 gsf. office building, which would be served by a five level parking structure containing 911 parking spaces.
d. The Hotel/Office Building #4 Site (Burbank and San Fernando) will contain a 10-story building with 200,000 g�f a 14 story hotel containing 300 to 350 rooms, and an 8,000 gsf restaurant. Parking for this combined use shall ut i 1 i ze shared parking based on a parking study to be performed. The deve l aper has initially estimated the proposed _parking at 800 spaces. The Parking study shall also establish the ratio of compact spaces allocated to the Hotel. e. Parking for commercial office uses shall be pennitted to contain up to 45% compact spaces in con forrnance with current prov is i ans of the Burbank Municipal Code.

2. 69
4838
Development Summary
A breakdown with respect to building usage and parking provided for this area of the project is as follows:

BU I LO ING USE
Mervyns
Sears
Level One Retail Use
Regional Nall Bldg.

GROSS
SO. FT.
86,860
130·, 000
50,000
401,518
(including Addi t iona1
Entertainment
Component)
Theaters (800 seats} 13,670
Retail or Restaurant 10,000
on First Street
(two 5,000 sf. pads)
Community Center 72500
SUBTOTAL 1 699,548
Phase 2
Office (IS-story) 300,000
Mall Shops-(max.) 432012
SUBTOTAL 2 343,012
Phase2 Option
Future Dept. Store
(3-story) 185,000
Hall ShoQS 43 !012
SUBTOTAL 3 228,012
Ikea 235,000
Office Building 13 160,000
Restaurant 10,000
Retail or Restaurant 4,000
Retail or Restaurant s·sooo
SUBTOT_AL 4 414,000
TOTALS
{ Subtot.al s 1,
-
2 & 4) I, 456,560
(Subtotals 1, 3 & 4) l, 341, 5.60

ADJUSTED
GROSS
SO. FT.
78,000
ll�,600
46,000
260,987
13,670
10,000
7,500
535,757
276,000
Z7i 957
303,957
180,000
272957
207,957
226,284
1s2, opo
10,000
4,000
5 1 000
397,284
1, 23.6, 998
1, J 4O,:998

3. PARKING

PROVIDED
390
598
230
1,305
160
�n ..,..,
38 2,771
900
_ill_
1,040
900
1,040
1,131
485
• 50
20 1,711
5,522
•• 5,522
70 4839
)
Off-stree: Qarking SQaces to be Qrovided in:

Structure #1
structure #2
Phase 2 Pad
Office Bldg. #3
(subterranean)
Ikea surface spaces
Structure #3
TOTAL

BUILDING USE
Office Building #2
Restaurant
TOTAL
Office Building #1
Office Building #4
Hotel (300-350 rooms)
20,000 sq ft.
restaurant and
cocktail lounge
inside hotel
Retail or Restaurant
TOTAL
HardscaQellandscaQing
1,540
1,942
242
123
60 I, 615
5,522
GROSS
SO. FT.
320,000
8 2000
328,000
330,000
200,000
290,000
8 s 000
498,000

ADJUSTED
GROSS
SO. FT.
294,000
82 000
302,000
303,600
184,000
267,400
8 :. 000
459,400
)

PARKING

PROVIDED
882
80 962
911
SHARED

PARKING
PER

PARKING
STUDY
San Fernando Boulevard from Burbank Boulevard will be the main street that will lead directly into the center of the project. For this reason, this portion of San Fernando Boulevard will receive a special paved treatment consisting of alternating colored concrete with embossed and/or a textured pattern� Street curbing and sidewalks will also receive special treatment as shown on page S0-lA of the submitted plans. The east/west street entrances at the intersections of Grinnell, _Cypress and San Jose along Third and First Street also shall receive this special textured-treatment.

Paqs for Office Buildings 1 and 2 shall be temporarily landscaped to the reasonable satisfaction of the Director of Parks and Recreation for periods prior to start of cbnstruction thereon.

As shown on the Landscaping Plan (p�ge S0-1B) extensive landscaping is proposed throughout the project site includihg the public rights-of-ways (sidewalks). A special landscaping treatment is being proposed along Magnolia Boulevard (page S026), whereby the landscaping will have a meandering theme with terraces, different plant and tree material and clustering of trees.

4. 71
4840
Railings to be predominantly cantilevered glass with ornamental metal top rail (stainless steel, brass or bronze) and intermittent accent pane1s.

Neutra 1 strips between tenant storefronts sha 11 consist of hardwood mi 11 _ work, moulded ornamental fiber reinforced gypsum fabrications, prefinished metal or similar durable construction. Base shall be of material used in fl oaring.

Lighting:

Ambient lighting shall consist of recessed downlights located in ceilings.

In addition to ambient lighting, task and ac�ent lighting systems shall be utilized to accentuate focal elements,' provide specular accents, and create variations in ambience between spaces.

Vertical Conveyance:

Escalator rails are to be finished in ornamental metals (stainless steel , brass or bronze) and glass.

The public elevator cab shall be finished consistent w1tn wa11�f1no�o�r------ finishes used elsewhere in mall.

Mall Furnishings:

Planters, pots, trash receptacles and ash urns shall be coordinated in appearance and shall be fabricated of decorative fiberglass, clay, fiber reinforced concrete or similar durable materials consistent with the standards of quality established her�iri
.

Mall seating shall consist of hardwood, metal, fiber reinforced concrete or similar durable material consistent with the standards of quality es tab 1 i shed herein� ,
·other furnishings and directories shall be consistent i� quality and appearart
ce with the character established for the �all detqr.

Storefronts:

Tenant storefront finishes shall be of durable materials consistent with th� qua 1 i ty established for the ma 11 and sha 11 be reviewed by the project architect prior to submittal to Plan Check.

The foregoing criteria are intended to establish a stiodard of quality for the ma 11 consistent with that found in the Crystal • Court Ma 1l al South Coast Plaza.

Alternative materfalst • systems, and approaches shall be permitted, subject to the reasona
.
ble approval of Agency/City Staff, provided such_ alternaJives are consistent with the· overall ·standard of quality and design character of the ·mall as established herein. • • •

6. 72
4841
)
Planned Development Standards
Although the project with respect to the uses that are proposed would be consistent with the C-2 Commercial zone, the Site has been zoned to the Planned Development zone (P.O. 89-4). This zone classification is an alternate process whereby projects are considered with modified uses and <level oprnent standards ..

The following modifications or exceptions from the City's development standards shall apply to the Site:

CODE STANDARDS
Parking-Compacts/Dimensions
45% of all spaces provided
for office uses only may
be c9mpact parking spaces.

Setbacks
Structures fronting a public
street shall have a landscaped set back of at least
3 fta or 20 % of the building
• height, whichever is greater
for at least 75 % of the
street frontage.

Building Heiahts
Maximum building heights and
all structur�s over 35 ft.
high must receive Conditional
Use Permit or Planned
Development approval.

P.O. 89-4 STANDARDS
25% of retail and 45% of office
parking spaces may be compact spaces.

The design and dimentions of parking
including permitted column '
encroachments, sha 11 be as shown on the
Approved Plans.

The bulding setbacks for the perimeter
sites (Office building sites one and
two and the hotel site) have yet to
be detennined. Site Plan currently
shows little or no building setbacks.

All setbacks shall be as shown in
approved site plans.

Proposed buildings r�nge in height
from 1 to 16-stories (24. ft. to 220
ft.). Maximum building heights shall
be as shown on Approved Plans.

With the exception of the foregoing, all standards of the C-2 Ione of the Burbank Municipal Code shall apply to the Site.
public Improvements
All dedications and improvements to public property required to be carried out as part of the Burbank Gateway Center shall be tho�� identified in conditions Nos. 41, 49, 50, 52, 53, 54, 55, 60, 69, 70, 71, 72 and 75 of the Conditions of Approval (Exhibit B to P.O. 89-4). .As part of the DOA, the Developer and Agency have divided responsibility for completion of the various dedications and public improvements. Irrespective of the c�ntractual obligations of the Developer and Agency established in the ODA, the exercise of the entitlements granted by P.O. 89-4 shall be contingent upon completion of said improvementi. Nothing herein shall, however, diminish the rights and obligations·of the Developer and Agency under the ODA.

7. 73
4842
)
Hate 1 Standards
The exterior and interior construction material, the levels of amenities and service, and the Furniture Fixture and Equipment (FF&E} va1uations to be utilized and provided in the hotel to be developed hereunder shall be those of a First Class Business Hotel substantially similar to those found in major business hotels in Southern California currently operated under the n�mes of Marriott Hotel, Marriott Suites, Hilton.Hotel, Hilton Suites, Sheraton Hotel or Embassy Suites.

Regional Mall-General Finish Criteria
Exterior Facades and Streetscaoes
Finishes:

Ped�strian walkway paving shall consist of integral colored concrete with· textural, and stone or clay pave'r, ,accentuation.
-----V-e
r-t-i-Ga�-f-i-n-i-s-h-es-at_ent.r.te.s_s_b_a] 1 consist of natura 1 stone (i.e. granite, marble or sandstone) at "base" elements, articulated cement plaster at upper elements, transparent glazing, and ornamental metals, {i.e. stainless steel ' brass, or bronze) at railings and entrance doors.

Interior Public Areas
Finishes:

Flooring material shall consist of a good quality quarry or porcelain/ceramic tile filed with natural stone (i.e. granite, marble or equal) or terrazo, accents. High quality carpeting may be Otilized i t
i
1 imi ted areas for acousti ca 1 trec3.tment and to develop the .. "room" concept O f interior mall spac�s�
Bulkheads and soffits at floor openings and within. skylight' we11s shall be . constructed of articulated: planes of gypsum wallborad.

Columns shall be finished with wainscots and bases of rnateri'als used in flooring and gypsum board shafts and, where appropriate, capitals.

Om amen ta 1 meta 1 or hardwood d�ta i 1 s may be incorporated for art i cul at; on.

Ceilings shall consist of te_xtured ,conc�aled spline or articµ1ated tegul ar, acoustic- tile, or acoustiQal pl�s,ter, and gypsµm board .. _
Skyl igh�s sha\1 be cl ear or trans,1 ucent modular acrylic or gl �ss syst�ms ..

Longer span non-modular systems may be incorporated at ·cou rts _or focal
areas ..

Primary structural fra!lli ng 'shal 1 be finished tn gypsum boarq� Alternative methods of natural lighting maybe utilfzed subject<to the reasonab 1 e approva 1 of Agency /City St'a ff.

5. 74
4843

CONDITIONS OF APPROVAL
Planned Development No. 89-4
Burbank Gateway Center Project
9/19/89

1. Planned Development No. 89-4 shall comply in general, with those plans, color palettes and all other material submitted to the Planning Board at its meeting of August 14, 1989, subject to the following development changes and as ·s�bsequently modified by the Planning Board and/or the City Council:. a. The proposed 26-story, 530,000 gsf office building at Burbank Boulevard and Third Street shall be reduced in size to a 16-story, 330,000 gsf office building.
b. Development of the hotel site at Burbank Boulevard and San F�rnando Boulevard shall be redesigned as a 14-story, 300-350 room hotel. This site shall also accommodate a 10-story, 200,000 gsf office building which is being transferred from the Burbank Baul evard and Thi rd Street office site. Any shared ·parking for this site shall be approved by the City Planning Board.

2. All office buildings, retail buildings, restaurants and the hotel shall be fully designed, with height dimensions, setbacks and signage. The office buildings shall as a minimum b� of a Class nAn type offica structure, with granite facades or a similar material. The retail buildin�s and restaurants shall be an irchitectural style (both elevatioris and materjals) compatible with the retaiJ {mall) center and shall be of. Cla�s �A" construction with exterior finishes similar to South Coast Plaza
1 s Crystal Court located tn
Costa Mesa, California.· The hotel shall be of an architectural .style (both eleva�ions and materials} similar to a first class Sheraton, Mariott or related hot.el operation. The restaura.nt uses shall be of first class, full .service, family style, dinner house type, which include the sale of alcoholic beverages for on-premise consumption. When the particular uses and p 1 ans therefor are submitted, they s ha 11 be subject to the review and approval of the Planning Board and appealable to the City Council; which approval shall al so be deemed to be approval of sale of alcoholic beverages.

3. Subsequent building. plans shall be submitted to the Planning Board for review and approval.

COMMUNITY DEVELOPMENT DEPARTMENT
The following shall be reviewed and ?PiJroved by the Director of Community Development:

4. Street and pedestrian light standards, luminaries·and lamping shall be consistent with the "civic" theme of the project, and all lighting levels shall be arranged to prevent glare or direct illumination on adjoining propert'i es.

EXHIBIT B
75 4844
)

Page 2 ends

Burbank City CouncilJune 2, 2026

Burbank City Council
June 2, 2026