Corona City Council
August 5, 2026

Execution Time: 06/03/2026 05:52:40 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747 | 11

IMPORTANT DISCLOSURES
City of Corona Pension Stabilization Trust | Account #10952 | As of May 31, 2026 Chandler Asset Management, Inc. (“Chandler”) is an SEC registered investment adviser. For additional information about our firm, please see our current disclosures (Form ADV).

To obtain a copy of our current disclosures, you may contact your client service representative by calling the number on the front of this statement or you may visit our website at www.chandlerasset.com.

Information contained in this monthly statement is and is provided for informational purposes only and should not be construed as specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of this statement, but may become outdated or superseded at any time without notice.

Custody: Your qualified custodian bank maintains control of all assets reflected in this statement and we urge you to compare this statement to the one you receive from your qualified custodian. Chandler does not have any authority to withdraw or deposit funds from/to the custodian account.

Valuation: Prices are provided by IDC, an independent pricing source. In the event IDC does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A.

Performance: Performance results are presented gross-of-advisory fees and represent the client’s Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio.

Source ICE Data Indices, LLC (“ICE”), used with permission. ICE PERMITS USE OF THE ICE INDICES AND RELATED DATA ON AN “AS IS” BASIS; ICE, ITS AFFILIATES AND

THEIR RESPECTIVE THIRD PARTY SUPPLIERS DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS AND/OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING THE INDICES, INDEX DATA AND ANY DATA INCLUDED IN, RELATED TO, OR DERIVED THEREFROM.

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Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index.

Ratings: Ratings information have been provided by Moody’s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy.

Security level ratings for U.S. Agency issued mortgage-backed securities (“MBS”) reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest.

LGIP Yields: Reported yields for local government investment pools may be presented as either the 30-day yield or the monthly distribution yield, as applicable. For certain funds, the 30-day yield is calculated using reported daily yield data. Yield calculations are subject to change and may not be directly comparable across funds.

LAIF Yields: Additional Disclosure for CA Clients - As a result of a reporting lag from the Local Agency Investment Fund (LAIF), reported LAIF yields represent the most recently available Daily Effective Yield and may reflect data from approximately 7–10 days prior to month-end.

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Execution Time: 06/03/2026 05:52:40 PM Chandler Asset Management | [email protected] | www.chandlerasset.com | 800.317.4747 | 12

BENCHMARK INDEX & DISCLOSURES
Benchmark Disclosure
35% S&P 500 TR, 50% ICE Corp Gov
& Mtg Index, 15% MSCI EAFE NTR -
Monthly Rebalancing
The S&P 500 is a market value weighted index of 500 large-capitalization stocks. The 500 companies included in the index capture approximately 80% of available US market capitalization.

The MSCI EAFE International Equity Index is a market capitalization weighted index that captures international equity performance of large- and mid-cap stocks in the developed stock markets of Europe, Australasia, and the Far East.

The ICE BofA US Corporate, Government & Mortgage Index tracks the performance of US dollar denominated investment grade debt publicly issued in the US domestic market, including US Treasuries, quasi-governments, corporates, covered bonds and residential mortgage pass-throughs. Non-residential mortgage collateralized debt such as commercial mortgage backed securities and asset backed securities are excluded from this index, as are all collateralized mortgage obligations. Most qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). They must also have at least one year remaining term to final maturity, at least 18 months to final maturity at point of issuance and a fixed coupon schedule. Amounts outstanding for qualifying US Treasuries must be at least $1 billion; US agencies, foreign governments, supranationals, corporates and covered bonds must have at least $250 million outstanding. Qualifying residential mortgage pass-through securities include fixed rate securities publicly issued by US agencies. 30-year, 20-year and 15-year fixed rate mortgage pools must have at least one year remaining term to final maturity and a minimum amount outstanding of at least $5 billion per generic coupon and $250 million per production year within each generic coupon. 54% MSCI ACWI IMI NTR, 6% FTSE
EPRA Nareit Global REITs NTR, 40%
ICE BofA US Broad Market Index
The MSCI ACWI IMI USD Net Total Return Index captures large, mid and small cap representation across 23 Developed Market and 23 Emerging Market countries.

FTSE EPRA Nareit Global REITs Net Total Return Index measures the net-of-tax total return, using maximum tax rates for non-domiciled investors, stated in US dollar terms, of the size- and liquidity-screened stocks in both developed and emerging markets of the publicly traded real estate companies which qualify for REIT status under the tax law in the country of domicile.

ICE BofA US Broad Market Index tracks the performance of US dollar denominated investment grade debt publicly issued in the US domestic market, including US Treasury, quasi-government, corporate, securitized and collateralized securities. With the exception of local currency sovereign debt, qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). In addition, qualifying securities must have at least one year remaining term to final maturity, at least 18 months to final maturity at point of issuance and a fixed coupon schedule. Callable perpetual securities qualify provided they are at least one year from the first call date. Fixed-to-floating rate securities also qualify provided they are callable within the fixed rate period and are at least one year from the last call prior to the date the bond transitions from a fixed to a floating rate security.

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DATE: 08/05/2026
TO: Honorable Mayor and City Council Members
FROM: Economic Development Department
2026-259

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

BROKER AGREEMENT FOR LEASING SERVICES AT THE HUB. WITH GROUND

REVIEW BROKERAGE CORPORATION, A CALIFORNIA CORPORATION
EXECUTIVE SUMMARY:

This staff report asks the City Council to authorize staff to enter into a contract with Ground Review Brokerage Corporation for leasing services at The Hub.

RECOMMENDED ACTION:

That the City Council:
a. Approve the Broker Agreement for Leasing of Commercial Property at The Hub. with Ground Review Brokerage Corporation, a California corporation, for professional commercial retail brokerage services.
b. Find that competitive bidding has been satisfied and pursuant to Corona Municipal Code 3.08.140(D), Purpose of Bidding is Otherwise Accomplished. Authorize the City Manager, or their designee, to execute the Agreement and any related documents necessary to implement the Agreement, in a form approved by the City Attorney.

c. Authorize the City Manager, or their designee, to issue a purchase order to Ground Review Brokerage Corporation, in the amount of $200,000. d. Authorize an appropriation in the amount of $200,000 from the Corona Mall Property Fund (FD_1130) to the Economic Development Department’s Operating Budget for estimated broker compensation in FY 2027.
e. Authorize the City Manager, or their designee, to prepare and process any budgetary adjustments, purchase orders, and change orders resulting in additional brokerage fees due to an increase in lease revenues.

BACKGROUND & HISTORY:

The Hub. is a key City-owned commercial property intended to support downtown revitalization, business attraction, and community-serving retail activity. As tenant interest and leasing activity continue, the City requires specialized commercial retail brokerage support to market available spaces and assist with lease negotiations.

Ground Review Brokerage Corporation has demonstrated that it is experienced in providing commercial brokerage services, is licensed in the State of California, and is familiar with the City’s plans for The Hub. Under the Broker Agreement (Agreement), Ground Review Brokerage Corporation would provide services for designated City-owned properties listed in the Agreement (Exhibit 1), including properties located along East Sixth Street and South Main Street.

ANALYSIS:

The proposed Agreement establishes Ground Review Brokerage Corporation as the City’s broker for specified leasing services at The Hub., for a two-year term, unless terminated earlier in accordance with the Agreement.

Ground Review Brokerage Corporation’s services include maintaining market knowledge, promoting the property to prospective tenants, responding to tenant inquiries, drafting lease documents in coordination with the City Attorney, negotiating and finalizing lease agreements, and recommending rental rates based on market data. Any lease negotiated by Ground Review Brokerage Corporation must be approved by the City before it is presented to, or executed by, a prospective tenant.

Unless otherwise approved by the City, leases must include a minimum base rent of $2.50 per square foot per month and a minimum term of 60 months. The Agreement also requires use of the City’s lease template, with any deviations or additions subject to prior approval by the City’s Economic Development Director.

The Agreement protects the City’s interests by requiring Ground Review Brokerage Corporation to identify each prospective tenant in writing, and by excluding compensation for tenants already in negotiations with the City unless the City determines broker services are needed to continue and conclude the transaction. The Agreement also includes

standard municipal provisions regarding insurance, indemnification, conflicts of interest, confidentiality, licensing, termination, and Government Code claims procedures.

The Agreement may be terminated by the City without cause upon seven business days’ written notice. Following termination, Ground Review Brokerage Corporation may be entitled to compensation only for certain registered prospective tenants who have executed a City-approved letter of intent and entered into a lease within 180 days after the expiration or termination of the Agreement.

Ground Review Brokerage Corporation has been a part of the development of the concept and design for The Hub. since its acquisition by the City. The firm brings a unique set of qualifications and extensive experience in creative leasing and tenant curation.

Basis for Determination of Competitive Bidding
The Corona Municipal Code 3.08.140(D), Purpose of Bidding is Otherwise Accomplished, states, “When the purchasing agent and the authorized contracting party, with the approval of the City Manager, determine that it is in the best interest of the City and it's administrative operations to dispense with public bidding for non-public projects…” Ground Review Brokerage Corporation’s established knowledge of the project allows the City to move efficiently into active leasing without the delays that would occur if the City initiated a new solicitation process. Promptly beginning the leasing program is critical to activating The Hub., generating rental revenue, and supporting the City’s broader economic development strategy. A competitive bid process would extend the project timeline, delay tenant acquisition efforts, and risk misalignment with the City's curated leasing approach, as developed over the past several years.

FINANCIAL IMPACT:

Broker compensation is performance-based and applies only to leases tied to the Agreement and executed by the tenant and the City.

The commission structure is calculated based on annual base rent as follows:
 6% of annual base rent for years one through five;
 4% of annual base rent for years six through ten; and  2% of annual base rent for the balance of the lease term.

For the initial lease term, broker compensation is paid in installments: fifty percent within thirty days of mutual lease execution, and the remaining fifty percent when the tenant opens for business. If a lease is terminated early, the Agreement requires Ground Review Brokerage Corporation to provide the City with a credit for unearned compensation for the remaining portion of the lease term, subject to the terms of the Agreement.

The suites associated with this Agreement total 62,321 square feet. Based on a minimum lease rate of $2.50 per square foot, projected annual lease revenue is approximately $1,869,630, once all suites are fully occupied. Broker compensation, calculated at 6%, is estimated at $112,178 for this base rental rate. However, to date, negotiated rents are

substantially higher than the minimum, therefore, the initial requested appropriation is $200,000 to cover current and future tenants. Approval of the recommended actions will authorize an appropriation of $200,000 from the Corona Mall Property Fund (FD_1130) to the Economic Development Department’s Operating Budget to fund estimated broker compensation in FY 2027.

There is no upfront payment due upon approval of the Agreement. Compensation will be tied to successful leasing activity and funded through property-generated lease revenues.

ENVIRONMENTAL ANALYSIS:

This action is categorically exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which state that project is exempt from CEQA if the activity is covered by the common sense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment.

Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This action is to approve a Broker Agreement with Ground Review Brokerage Corporation, and there is no possibility that approval of the recommended actions will have a significant effect on the environment. Therefore, no environmental analysis is required.

PREPARED BY: JOEL BELDING, ECONOMIC DEVELOPMENT DIRECTOR REVIEWED BY: JUSTIN TUCKER, ASSISTANT CITY MANAGER
ATTACHMENTS:

1. Exhibit 1 – Broker Agreement for Leasing of Commercial Property at THE HUB., with Ground Review Brokerage Corp

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CITY OF CORONA

BROKER AGREEMENT FOR LEASING OF COMMERCIAL PROPERTY
(THE HUB. – GROUND REVIEW BROKERAGE CORP)

1. PARTIES AND DATE.

This Broker Agreement for Leasing of Commercial Property (“Agreement”) is entered into by and between the City of Corona, a California municipal corporation (“City”), and Ground Review Brokerage Corp, a California corporation, (“Broker”) as of August 6, 2026 (“Effective Date”). City and Broker are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS.

2.1 Property. City is the owner of certain commercial real property commonly referred to as The Hub. and generally located at the southwest corner of East Sixth Street and South Ramona Avenue in the City of Corona, County of Riverside, State of California, with those addresses and Assessor’s Parcel Numbers listed in Exhibit “A” attached hereto and incorporated herein by reference (“Property”).

2.2 Commercial Leases. City desires to lease the units or rental spaces that it owns within the Property to third parties for commercial retail uses, consistent with the operation of a first-class commercial retail center.

2.3 Broker Services. Broker desires to perform and assume responsibility to negotiate and finalize, on behalf of the City, commercial leases for the Property on the terms and conditions set forth in this Agreement (“Broker Services”). Broker represents that it is experienced in providing Broker Services, is licensed in the State of California, and is familiar with the plans of the City for the Property.

3. TERMS.

3.1 Representation. City hereby grants to Broker the right during the Term of this Agreement to locate and identify potential tenants for the Property and to negotiate and finalize commercial leases with tenants for the Property. Broker promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately provide the Broker Services. Broker is authorized to advertise the Property and shall have the right to place a sign or signs on the Property if, in Broker's opinion, such would facilitate the lease(s) thereof.

3.1.1 Broker Services. The Broker Services to be provided by Broker during the Term of this Agreement shall, at a minimum, consist of the following tasks:
(A) Market Knowledge. Maintain a thorough understanding of the current market conditions for the Property, including competition and demand for commercial space.

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(B) Property Availability. Ensure the Property is ready for leasing, including marketing efforts.
(C) Promotion. Promote the Property to potential tenants through various advertising and networking channels.
(D) Lease. Draft a lease document in coordination with City Attorney using the Lease Template (defined in Section 3.3.2). Negotiate and finalize lease agreements with potential tenants and handle the entire leasing process for the Property. (E) Rental Rates. Subject to the limitation set forth in Section 3.3, set rental rates for the Property based on market data.
(F) Prompt Communication. Promptly respond to all inquiries from potential tenants.

3.2 Term. The term of this Agreement shall be for two (2) years, from July 1, 2026 to July 1, 2028 (“Term”), unless earlier terminated as provided herein.

3.3 Lease Terms.

3.3.1 Potential Tenant; Lease Identification. Broker shall identify to City, in an email or other writing, each potential tenant to be considered for a lease that is expressly tied to this Agreement. The City shall thereafter acknowledge in an email or other writing, that such potential tenant has either: (A not already been in negotiations with the City independent of the efforts or services of Broker; or (B) been in negotiations with the City independent of the efforts or services of Broker, but the City requires the efforts or services of Broker to continue and conclude the negotiation and execution of an acceptable lease with that potential tenant. The Parties agree that Broker shall not be entitled to any compensation under this Agreement for prospective tenants that the City identifies pursuant to subsection (A) above and for tenants that entered into a lease agreement that the City assumed upon acquisition of the Property.

3.3.2 Lease Terms. Any lease negotiated by Broker for the Property shall be approved by the City prior to presentation to or execution by a prospective tenant, and shall, unless otherwise approved by the City, include a Base Rent of at least $2.50 per square foot per month for a minimum term of Sixty (60) months, as well as any other terms and conditions acceptable to the City. Broker shall use the lease template attached hereto as Exhibit “B” and incorporated herein by reference (“Lease Template”) for any lease of the Property. Any deviations or additions to the Lease Template shall be approved in advance by the City’s Economic Development Director.

3.4 Broker Compensation.

3.4.1 Compensation Rates. During the Term of this Agreement, Broker shall receive compensation for all Broker Services rendered under this Agreement at the following rates Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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for each lease tied to this Agreement and executed by a tenant and the City for any portion of the Property:
(A) First Year. 6% of the annual Base Rent for the first 12 months; (B) Second Year. 6% of the annual Base Rent for the second 12 months; (C) Third Year. 6% of the annual Base Rent for the third 12 months; (D) Fourth Year. 6% of the annual Base Rent for the fourth 12 months; (E) Fifth Year. 6% of the annual Base Rent for the fifth 12 months; (F) Years 6 Through 10. 4% of the annual Base Rent for the next 60 months; and
(G) Balance of Term. 2% of the annual Base Rent for balance of term.

3.4.2 Payment of Compensation for Initial Term. For each lease subject to this Agreement, which is expected to be executed by City, Broker shall submit to City an itemized statement of the compensation to which they are entitled pursuant to Section 3.4.1 above. The statement shall indicate the Base Rent for each year of the Initial Term, as well as the length of the Initial Term, as set forth in the lease. The City shall review the statement and pay fifty percent (50%) of the compensation due and payable to Broker within thirty (30) days of the mutual execution of the lease by the City and the tenant. The City shall pay the remaining fifty percent (50%) of the compensation due and payable to Broker on the Initial Term Commencement Date set forth in the lease.

3.4.3 Payment of Compensation for Renewal Term(s). If this Agreement is in effect and either: (1) a tenant exercises a Renewal Term without substantive amendment to the lease provisions; or (2) a tenant exercises a Renewal Term with substantive amendment(s) to the lease provisions which Broker drafts, negotiates and finalizes, Broker shall also be entitled to compensation for the Renewal Term at the rates set forth in Section 3.4.1 above. Within thirty (30) calendar days of tenant’s implementation of the Renewal Term, Broker shall submit to City an itemized statement of the compensation to which they are entitled pursuant to Section 3.4.1 above. The statement shall indicate the Base Rent for each year of the Renewal Term, as well as the length of the Renewal Term, as set forth in the lease. The City shall review the statement and pay one hundred percent (100%) of the compensation due and payable to Broker within thirty (30) days of its receipt of the statement.

3.4.4 Termination of Lease. If a lease is terminated for any reason, other than an event of force majeure, during the Initial Term or any Renewal Term, Broker shall provide a credit to City for any compensation paid by City to Broker which was calculated for any portion of the Initial Term or Renewal Term which is remaining after termination of the lease. Within thirty (30) calendar days of the termination of the lease, City shall submit to Broker an itemized statement of the credit to which the City is entitled pursuant this Section. The statement shall indicate the Base Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Rent for each year of the Initial Term or Renewal Term which remains after lease termination, as well as the length of the Initial Term or Renewal Term which remains after termination. The first 50% of compensation paid by the City to Broker pursuant to Section 3.4.2 shall be deemed earned upon execution of the lease; provided that if any tenant fails to open for business after signing a lease, the entire compensation paid by the City to Broker shall be credited toward lease compensation for a replacement tenant. As used herein, “force majeure” shall mean a termination caused by acts of God, fire, earthquake, flood, extreme weather conditions, explosions, war, invasion, or insurrection.

3.4.5 Definitions. As used in this Agreement, the following terms shall be as defined in the Lease Template: (A) Base Rent; (B) Initial Term; (C) Renewal Term; and (D) Initial Term Commencement Date.

3.5 Standard of Care; Performance of Employees. Broker shall perform all Broker Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Broker represents and maintains that it is skilled in the professional calling necessary to perform the Broker Services. Broker agrees that all employees and subconsultants shall have sufficient skill and experience to perform the Broker Services assigned to them. Finally, Broker represents that it, its employees and subconsultants shall have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Broker Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the Term of this Agreement. As provided for in the indemnification provisions of this Agreement, Broker shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Broker’s failure to comply with the standard of care provided for herein.

3.6 City’s Duties. City agrees to cooperate with Broker in effecting a lease(s) of the Property. City agrees to pay all customary escrow, title and revenue charges, to furnish good title to and execute and deliver such documents as may be necessary to effect a lease(s) of the Property.

City agrees and acknowledges that City and not Broker shall be solely responsible for compliance with both The California Nonresidential Building Energy Use Disclosure Program and California SB 1186 (CASp disclosure). City agrees to defend, indemnify and hold Broker harmless from any and all claims, liabilities, demands and damages arising from incorrect information supplied by City or any information which City fails to supply. City and Broker understand that it is illegal for either City or Broker to refuse to present or sell real property to any person because of race, color, religion, national origin, sex, marital status, age or physical disability.

3.7 Broker’s Representations. Broker represents and warrants that it is licensed as a real estate broker in the State of California, License Number 01424416. Broker shall assign the following individual(s) to act on its behalf in the performance of the Broker Services under this Agreement: Jason House, whose real estate broker/salesperson license number is 02059358.

3.8 City’s Representations. City hereby warrants and represents to Broker that: ( a) City is the owner of record of the Property; (b) no person or entity has any right to purchase the Property or to acquire any interest therein by virtue of option or right of first refusal; ( c) there are Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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no delinquencies or defaults under any deed of trust, mortgage or other encumbrance on the Property; (d) the Property is not subject to the jurisdiction of any court in any bankruptcy, insolvency, conservatorship or probate proceeding; and (e) neither Broker nor any salesperson affiliated with Broker has made any promise or representations to or agreements with City not contained herein that in any manner affect City's and Broker's rights and obligations under this Agreement.

3.9 Confidential Information. Broker acknowledges that the City may disclose confidential information to Broker in connection with the performance of the Broker Services under this Agreement, and Broker agrees to preserve such information in confidence and not to disclose any such information to the detriment of the City in connection with any transaction involving the Property.

3.10 No Conflicts of Interest. Broker is not authorized to represent, serve as agent for, or otherwise have any financial relationship with any tenant or prospective tenant of the Property or of any interest therein.

3.11 Insurance. This Agreement shall not commence until Broker has provided evidence satisfactory to the City that it has secured all insurance required under this Section.

3.11.1 Insurance Requirements. Broker shall, at its expense, procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the Broker Services performed by the Broker and/or its officers, officials, agents, representatives, volunteers, or employees.

3.11.2 Minimum Scope and Limits of Coverage. Coverage shall be at least as broad as the latest version of the following:
(A) Commercial General Liability. Insurance Services Office Commercial General Liability coverage (occurrence form CG 00 01), including products and completed operations, property damage, bodily injury, and personal and advertising injury, with limits no less than $2,000,000 per occurrence. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
(B) Automobile Liability. Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto), or if Broker has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000 per accident for bodily injury and property damage.
(C) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the California Labor Code and Employer's Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease.

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(D) Broader Coverage. If the Broker maintains higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Broker. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.

3.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Broker shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall be endorsed to state that: (A) the City, its directors, officials, officers, employees, volunteers and agents shall be covered as additional insurers with respect to the performance of any of the Broker Services by the Broker or its officers, officials, agents, representatives, volunteers or employees. General liability coverage can be provided in the form of an endorsement to the Broker’s insurance, at least as broad as ISO Form CG 20 11 12 19 or, if not available, CG 20 43 12 19; and (B) the insurance coverage shall be primary and non-contributory with respect to the City, its officials, officers, employees, volunteers and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Broker's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, volunteers and agents shall be excess of the Broker's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. No endorsement required.
(C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, volunteers and agents for losses paid under the terms of the insurance policy which arise from work performed by the Broker.
(D) Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, volunteers and agents.

3.11.4 Other Provisions; Endorsements Preferred. Broker shall endeavor to provide endorsements regarding the following provisions, but nonetheless understands, acknowledges and agrees that the following provisions shall apply and that failure to comply shall be considered to be a breach of this Agreement by Broker:
(A) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (1) coverage shall not be suspended, voided, or canceled except after thirty (30) days prior written notice has been given to the City or ten (10) days if cancellation is due to non-payment of premium; provided, however, if a thirty (30) days’ notice of cancellation endorsement is not available Broker shall notify City of this unavailability in writing and shall forward any notice of cancellation to the City within two (2) business days from date of receipt by Broker; and (2) any failure to comply with reporting or other provisions of the policies, including Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers.
(B) Waiver of Subrogation. Each Party hereby grants to the other a waiver of any right to subrogation which any insurer of said Party may acquire against the other by virtue of the payment of any loss under such insurance. The Parties agree to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Party has received a waiver of subrogation endorsement from the insurer.

3.11.5 Deductibles and Self-Insurance Retentions. City may require that any deductibles or self-insured retentions must be declared to and approved by the City. Broker shall ensure that, at the option of the City, either: (A) the primary insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, volunteers and agents; or (B) the primary insured shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.11.6 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:IV, licensed and admitted to do business in California, and satisfactory to the City.

3.11.7 Verification of Coverage. Broker shall furnish City with original certificates of insurance and endorsements affecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.11.8 Reporting of Claims. Broker shall report to the City, in addition to Broker’s insurer, any and all insurance claims submitted by Broker in connection with this Agreement.

3.11.9 Special Risk or Circumstances. The City reserves the right, in its sole discretion, to modify the requirements of this Article, including limits, based on any of the following: (A) the nature of the risk of the Broker Services; (B) the prior experience of the Broker; (C) the rating or other quality or characteristic of the insurer; (D) any special or unique coverage issues; and (E) any other special or unique circumstances.

3.12 Termination of Agreement.

3.12.1 Grounds for Termination. City may, by written notice to Broker, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Broker of such termination, and specifying the effective date thereof, at least seven (7) business days before the effective date of such termination. Upon termination, Broker shall be compensated only for those Broker Services which have been adequately rendered to City, as well as any Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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authorized reimbursable expenses, and Broker shall be entitled to no further compensation. Broker may not terminate this Agreement except for cause.
(A) Broker shall, within three (3) business days after the expiration or termination of this Agreement, provide City, in writing, with the name of potential tenants who have executed a letter of intent that has been approved by the City for the lease of the Property during the Term hereof ("Registered Persons”). If Broker fails to notify City of the existence of any other Registered Persons within the time frame required by this subsection (A), then it shall be conclusively deemed that there are no other Registered Persons. (B) If, within 180 days after the expiration or termination of this Agreement, City enters into a lease with a Registered Person for a portion of the Property, then City shall, upon execution of the lease, pay Broker the compensation set forth in Section 3.4.1 in accordance with the timing set forth in Section 3.4.2.
(C) If, within 180 days after the expiration or termination of this Agreement, City enters into another agreement for Broker Services with a broker other than Broker for any transaction concerning the Property, then City shall provide to City's new broker the names of the Registered Persons, and provide in such new agreement that the new broker shall not be entitled to receive any of the compensation payable to Broker hereunder for consummation of a lease with a Registered Person.
(D) Except as otherwise provided in this Section 3.12.1, Broker shall not be entitled to any compensation under this Agreement from and after the effective date of termination of this Agreement.

3.12.2 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, Broker Services similar to those terminated.

3.13 Independent Advice. City hereby acknowledges that neither Broker nor any salesperson associated with Broker is qualified or authorized to give legal or tax advice, nor to determine if City desires or needs such advice. City agrees to consult with an attorney or accountant.

3.14 General Provisions.

3.14.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

Broker:

Ground Review Brokerage Corp
17322 Murphy Ave.

Irvine CA 92614
Attn: Roman Ciuni, Managing Member
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City:

City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Joel Belding, Economic Development Director
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.14.2 Indemnification. To the fullest extent permitted by law, Broker shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Broker, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Broker Services, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Broker’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

3.14.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Broker must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Broker. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Broker shall be barred from bringing and maintaining a valid lawsuit against the City.

3.14.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.14.5 City’s Right to Employ Other Brokers. City reserves right to employ other consultants in connection with this Project.

3.14.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. Broker shall not subcontract any portion of the Broker Services required under this Agreement, except as expressly authorized herein, without the prior written approval of Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Broker shall also not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.

3.14.7 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days.

All references to Broker include all personnel, employees, agents, and subconsultants of Broker, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.14.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.14.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.14.10 No Third-Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.14.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.14.12 Prohibited Interests. Broker maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Broker, to solicit or secure this Agreement. Further, Broker warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Broker, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Broker further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Broker Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.

For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

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3.14.13 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.14.14 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.

3.14.15 Authority to Enter Agreement. Broker has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

3.14.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.14.17 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.
[SIGNATURES ON NEXT 2 PAGES]
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CITY’S SIGNATURE PAGE FOR

BROKER AGREEMENT FOR LEASING OF COMMERCIAL PROPERTY
(THE HUB. – GROUND REVIEW BROKERAGE CORP)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

CITY OF CORONA
By: _________________________
Jacob Ellis
City Manager
Attest:
_________________________
Sylvia Edwards
City Clerk
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BROKER’S SIGNATURE PAGE FOR

BROKER AGREEMENT FOR LEASING OF COMMERCIAL PROPERTY
(THE HUB. – GROUND REVIEW BROKERAGE CORP)
IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

GROUND REVIEW BROKERAGE CORP.
a California corporation
By: _________________________
Roman Ciuni
Chief Executive Officer
DRE: 01424416
By: _________________________
Jason House
Chief Financial Officer, Secretary
DRE: 02059358
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EXHIBIT “A”

DESCRIPTION OF PROPERTY

PROPERTY

ADDRESS SUITES APNS

CORNER BUILDING
601 S. Main Street N/A APN 117-183-016

SIXTH STREET BUILDING
106 E. Sixth Street N/A APN 117-191-001
114 E. Sixth Street 1 N/A APN 117-191-002
122 E. Sixth Street N/A APN 117-191-003
138 E. Sixth Street 2 N/A APN 117-191-004

MAIN STREET BUILDING
675 S. Main Street N/A APN 117-191-021
683 S. Main Street 3101, 103, 105 & 109 APN 117-191-022

FOOD HALL
725 S. Main Street E101 THRU E113 APN 117-191-011

SIXTH & RAMONA BUILDING
152 E Sixth Street N/A APN 117-191-014
1 The City intends to dispose of this parcel pursuant to an existing Purchase and Sale Agreement. Upon close of escrow under said agreement, this parcel shall not be subject to this Agreement. 2 This Agreement shall not apply to the existing lease agreement between the City and Boss Wine and Events, LLC dba The Wine Down.
3 This Agreement shall not apply to the existing lease agreement between the City and Empty Plate, LLC dba Circle City Tavern.

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EXHIBIT “B”

LEASE TEMPLATE
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CITY OF CORONA

COMMERCIAL LEASE AGREEMENT
SOUTH MALL – THE HUB.
([***INSERT ADDRESS***] - [***INSERT NAME OF TENANT***])

3. PARTIES AND DATE
THIS COMMERCIAL LEASE AGREEMENT (“Agreement”) is entered into by and between the CITY OF CORONA, a California municipal corporation (“Landlord”), and [***INSERT NAME***], a [***[INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY]***] (“Tenant”).

This Agreement shall become effective as of [***INSERT DATE***] (“Effective Date”). Tenant and Landlord are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

4. RECITALS

2.1 Property. Landlord is the owner of certain commercial real property commonly referred to as The Hub. and generally located at the southwest corner of E. Sixth Street and S.

Ramona Avenue in the City of Corona, County of Riverside, State of California (“Property”).

The Property currently consists of four (4) sets of buildings, with the addresses and parcel numbers identified as follows:

PROPERTY

ADDRESS SUITES APNS

CORNER BUILDING
601 S. Main Street N/A APN 117-183-016

SIXTH STREET BUILDING
106 E. Sixth Street N/A APN 117-191-001
114 E. Sixth Street N/A APN 117-191-002
122 E. Sixth Street N/A APN 117-191-003
138 E. Sixth Street N/A APN 117-191-004

MAIN STREET BUILDING
675 S. Main Street N/A APN 117-191-021
683 S. Main Street 101, 103, 105 & 109 APN 117-191-022

FOOD HALL
725 S. Main Street E101 THRU E113 APN 117-191-011

SIXTH & RAMONA BUILDING
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152 E. Sixth Street N/A APN 117-191-014

2.2 Leased Premises. Tenant desires to lease a portion of the Property consisting of approximately [***INSERT NUMBER***] square feet and identified as [***INSERT SUITE NUMBER***], as depicted on Exhibit “A” attached hereto and incorporated herein by reference (“Leased Premises”).

2.3 Summary of Key Lease Provisions. The table on the following page summarizes the key provisions of this Agreement to facilitate convenient reference by the Parties hereto. If any inconsistency exists between the summary below and the applicable terms of this Agreement, the applicable terms shall control.
[***IN THE TABLE, REVISE NUMBER AND LENGTH OF RENEWAL
TERMS IF DESIRED; INSERT “N/A” FOR ANYTHING NOT APPLICABLE***]

SUMMARY OF KEY LEASE PROVISIONS
TERM OF LEASE (§3.2.1)
Initial Term Permit Deadline Initial Term Commencement Date Initial Term Expiration Date [***INSERT
#***] Years
[**##**] days
following
Possession Date
1st day of the month which begins
at least [**##**] Days after the
Effective Date ([**INSERT
DATE**])
60 Months after ITCD (01-31-32)
OPTION(S) TO RENEW (§3.2.2)
Renewal Term(s) Renewal Term Commencement
Date Renewal Term Expiration Date
1 5 Years Initial Term Expiration Date 60 Months after first RTCD 2 5 Years First Renewal Term Expiration
Date 60 Months after second RTCD
BASE RENT (§3.3.1)
Effective Date Thru [**INSERT
DATE**] Pre-Rent and Pre-Initial Term Period (No Rent Due) Initial Term Renewal Term 1 (If Exercised) Renewal Term 2 (If Exercised)

MONTHS RENT MONTHS RENT MONTHS RENT
1 - 12 $[**INSERT $**] 61 - 72 $[**INSERT $**] 121 - 132 $[**INSERT $**] 13 - 24 $[**INSERT $**] 73 - 84 $[**INSERT $**] 133 - 144 $[**INSERT $**] 25 - 36 $[**INSERT $**] 85 - 96 $[**INSERT $**] 145 - 156 $[**INSERT $**] 37 - 48 $[**INSERT $**] 97 - 108 $[**INSERT $**] 157 - 168 $[**INSERT $**] 49 - 60 $[**INSERT $**] 109 - 120 $[**INSERT $**] 169 - 180 $[**INSERT $**] PERCENTAGE RENT (§3.3.2) INITIAL PROMOTIONAL
ASSESSMENT (§3.6.1)

MONTHLY PROMOTIONAL CHARGE
(§3.6.2)
[**##**]of Tenant’s Monthly Gross
Sales Exceeding Breakpoint $[**INSERT $**] / SQFT $[**INSERT $ AMT**] / [**INSERT “SQFT” or “MONTH”] Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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SUMMARY OF KEY LEASE PROVISIONS
TENANT’S SHARE OF
OPERATING EXPENSES (§3.5) PERMITTED USE (§3.8.1) BUSINESS NAME (§3.8.1) [**##**]% [***INSERT DESCRIPTION***] [***INSERT NAME***] OPENING DEADLINE (§3.8.2) JOBS CREATION PROGRAM (§3.1.2) [**##**] days after Possession Date [**INSERT DESCRIPTION OF INCENTIVES**] Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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5. TERMS

3.1 Leased Premises.

5.1.1 Lease of Premises. Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the Leased Premises from Landlord, upon the terms and conditions set forth in this Agreement.

5.1.2 Adjustment to Square Footage Calculation. Within the fifteen (15) days following the Possession Date (defined in Section 3.9.1), each Party shall have the right, at that Party’s expense to request that the exact rentable square footage of the Leased Premises (“Floor Area”) be measured in accordance with the Building Owners and Managers Association Standard Method for Measuring Floor Area, excluding all the perimeter walls of the Leased Premises (except the inner surfaces thereof), the Common Areas, and any space in or adjacent to the Leased Premises used for shafts, stacks, pipes, conduits, wires and appurtenant fixtures, fan rooms, ducts, electric or other utilities, sinks or other similar facilities, and the use of all of the foregoing. If there is deviation from the square footage of the Leased Premises set forth in Section 2.2 and the Floor Area measured pursuant to this Section 3.1.2, this Agreement shall be amended to reflect the actual Floor Area and the Base Rent, the Initial Promotional Assessment and the Monthly Promotional Charge shall be adjusted based upon such actual Floor Area. If neither Party requests that the Floor Area of the Leased Premises be measured pursuant to this Section 3.1.2 within such fifteen (15) day period, the Floor Area of the Leased Premises specified in Section 2.2 shall be deemed conclusively to be the “Floor Area” of the Leased Premises.

3.1.3 Jobs Creation Program. Landlord and Tenant have entered into that separate “South Mall (The Hub.) Jobs Creation Program Agreement” dated [***INSERT DATE***] (“Program Agreement”), by which Tenant has been authorized to participate in the South Mall (The Hub.) Jobs Creation Program (“Jobs Creation Program”). While the Program Agreement shall control the terms and conditions of Tenant’s participation in the Jobs Creation Program, Tenant’s incentives under the program can generally and briefly be described as follows:
[**INSERT DESCRIPTION OF INCENTIVES**].

3.2 Term.

3.2.1 Initial Term. This Lease shall be effective and in full force and effect from and after the Effective Date. The term of this Lease shall commence on the first day of the month which begins at least two hundred and forty (240) calendar days after the Effective Date (“Initial Term Commencement Date”), and shall end on date which is the last day of the sixtieth (60th) full calendar month following the Initial Term Commencement Date (“Expiration Date”), unless this Lease is terminated earlier by Landlord or Tenant in accordance with the terms hereof. The period of time commencing on the Initial Term Commencement Date and terminating on the Expiration Date is referred to herein as the “Initial Term”.

3.2.2 Permits; Landlord Contingency. Tenant, at its sole cost and expense, shall obtain all necessary government approvals required for Tenant to operate the Business at the Leased Premises and all building permits required for the construction of the Alterations or any other tenant improvements (collectively, “Permits”). Landlord and Tenant acknowledge and agree that, for purposes of this Section 3.2.2, the “Permits” do not include any liquor licenses. Tenant Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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shall obtain the Permits on or prior to the date that is [**INSERT IN WRITTEN FORMAT**] (**INSERT NUMBER**) days following the Possession Date set forth in Section 3.9.1 (“Permit Deadline”). If Tenant has not notified Landlord that Tenant has obtained the Permits on or prior to the Permit Deadline, then, at any time following the Permit Deadline and prior to the date on which Tenant obtains the Permits, Landlord may terminate this Agreement upon at least ten (10) calendar days’ prior notice to Tenant. Such termination notice shall be void and of no further force and effect if, within such ten (10)-day period, Tenant provides written evidence to Landlord that Tenant has obtained the Permits. If Tenant fails to obtain the Permits on or prior to the Permit Deadline, Landlord may, but shall not be obligated to, at no cost to Landlord, attempt to obtain the Permits on Tenant’s behalf, in which event Tenant shall fully cooperate with Landlord in such efforts and promptly reimburse Landlord for all costs reasonably incurred therefor. [***IF SECTION 3.2.3 IS NOT APPLICABLE, INDICATE “SECTION INTENTIONALLY OMITTED”***]

3.2.3 Option(s) to Renew; Renewal Term(s). Provided Tenant is not in default under any terms of this Agreement, Tenant is hereby granted [***INSERT NUMBER IN WRITTEN FORMAT***] ([***INSERT NUMBER***]) [***INSERT “OPTION” OR “OPTIONS” AS APPLICABLE***] to renew this Agreement, under the same terms and conditions as set forth in this Agreement, for the further term of five (5) years each (each a “Renewal Term”) from and after the expiration of the Initial Term or any Renewal Term, as applicable. Tenant may exercise its option to renew by giving Landlord written notice of its election at least one hundred and eighty (180) calendar days prior to the expiration of the Initial Term or any Renewal Term, as applicable. If Tenant fails to timely notify Landlord of its election to exercise any option, all succeeding options, if any, shall automatically lapse and the Agreement shall terminate at the expiration of the then current Term.

3.2.4 Term Defined. The terms “Initial Term” and “Renewal Term” may sometimes be generally and collectively referred to as “Term” in this Agreement.

3.2.5 No Holdover. Tenant shall not holdover after the expiration or earlier termination of this Agreement without the express prior written consent of Landlord. Without Landlord's express written consent, Tenant shall become a tenant at sufferance only and shall be obligated to pay a rental rate equal to One Hundred and Fifty Percent (150%) of the Rent in effect upon the date of such expiration or earlier termination (“Holdover Rental Rate”). Acceptance by Landlord of Rent, including a Holdover Rental Rate, at any time shall not constitute a holdover hereunder, shall not result in the exercise of a Renewal Term, and shall not result in a of renewal of this Agreement. The foregoing provisions of this Section 3.2.3 are in addition to and do not affect Landlord's right of re-entry or any rights of Landlord under this Agreement or as otherwise provided by law. If Tenant fails to surrender the Leased Premises upon the expiration or earlier Termination of this Agreement, Tenant shall indemnify, protect, defend and hold Landlord harmless from all loss or liability, including without limitation, any claim made by any succeeding tenant founded on or resulting from such failure to surrender. Such indemnity shall survive the expiration or termination of this Agreement.

3.3 Rent.

3.3.1 Base Rent.

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A. Base Rent Amounts. The first payment of Base Rent shall be due on the Effective Date. The second payment of Base Rent shall be due shall be due on the Initial Term Commencement Date (i.e. first day of the month which begins at least two hundred and forty (240) calendar days after the Effective Date) (“Rent Commencement Date”). The first Base Rent paid on the Effective Date shall be applied to the first Base Rent paid on or after the Rent Commencement Date pursuant to the chart below. Accordingly, as a component of Rent, Tenant shall pay to Landlord the following monthly amounts without offset or deduction (“Base Rent”):

BASE RENT AMOUNTS
[***INSERT IF APPLICABLE: Pre-Rent and Pre-Initial Term Period (Effective Date Thru [**INSERT DATE**]***]
No Rent Due
Initial Term Renewal Term 1
(IF EXERCISED)
Renewal Term 2
(IF EXERCISED)

MONTHS RENT MONTHS RENT MONTHS RENT
1 - 12 $[**INSERT $**] 61 - 72 $[**INSERT $**] 121 - 132 $[**INSERT $**] 13 - 24 $[**INSERT $**] 73 - 84 $[**INSERT $**] 133 - 144 $[**INSERT $**] 25 - 36 $[**INSERT $**] 85 - 96 $[**INSERT $**] 145 - 156 $[**INSERT $**] 37 - 48 $[**INSERT $**] 97 - 108 $[**INSERT $**] 157 - 168 $[**INSERT $**] 49 - 60 $[**INSERT $**] 61 - 72 $[**INSERT $**] 121 - 132 $[**INSERT $**] B. Payment of Base Rent. Base Rent payments shall be due and payable on the first day of each month following the first Base Rent payment. Payment of Base Rent shall be made to Landlord at its address stated herein or to such other persons or place as Landlord may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Landlord’s rights to the balance of such Base Rent, regardless of Landlord’s endorsement of any check so stating. Payments will be applied first to accrued late charges and attorney’s fees, second to other outstanding charges or costs, and any remaining amount to Base Rent.

3.3.2 Percentage Rent.

A. Obligation. In addition to Base Rent and any additional Rent payable under this Agreement, Tenant shall pay to Landlord an amount equal to [***INSERT WRITTEN NUMBER***] percent ([***INSERT NUMBER***]%) of the Gross Sales (as defined below) made by Tenant, its subtenants, licensees, and concessionaires from the Leased Premises during each month, to the extent that such Gross Sales exceed the amount set forth below (“Breakpoint”) in any given month (“Percentage Rent”).

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PERCENTAGE RENT AMOUNTS
[***INSERT IF APPLICABLE: Pre-Rent and Pre-Initial Term Period (Effective Date Thru [**INSERT DATE**]***]
No Percentage Rent Due
Initial Term Renewal Term 1
(IF EXERCISED)
Renewal Term 2
(IF EXERCISED)

MONTHS BREAKPOINT

AMOUNT MONTHS BREAKPOINT AMOUNT MONTHS BREAKPOINT AMOUNT 1 - 12 $[**INSERT $**] 61 - 72 $[**INSERT $**] 121 - 132 $[**INSERT $**] 13 - 24 $[**INSERT $**] 73 - 84 $[**INSERT $**] 133 - 144 $[**INSERT $**] 25 - 36 $[**INSERT $**] 85 - 96 $[**INSERT $**] 145 - 156 $[**INSERT $**] 37 - 48 $[**INSERT $**] 97 - 108 $[**INSERT $**] 157 - 168 $[**INSERT $**] 49 - 60 $[**INSERT $**] 61 - 72 $[**INSERT $**] 121 - 132 $[**INSERT $**] B. Definition of Gross Sales. As used herein, the term “Gross Sales” means the total gross receipts of all goods, wares, merchandise, food, beverages and other items sold and leased, including the actual charges for all services performed and fees charged by Tenant or by any subtenant, licensee, concessionaire or other person in, at, from, or arising out of the use of the Leased Premises, whether wholesale or retail, whether for cash or credit, or otherwise, and includes the value of all consideration received or promised for any of the foregoing, without reserve or deduction for inability or failure to collect, including, but not limited to, sales and services: (a) where the orders therefor originate in, at, from or arising out of the use of the Leased Premises, whether delivery or performance is made from the Leased Premises or from some other place and regardless of the place of bookkeeping for, payment of, or collection of any account; (b) where orders are received by Tenant via the internet for performance at or delivery from the Leased Premises, regardless of whether such internet orders are received directly through Tenant’s web site, through third-party web sites or delivery services, through mobile apps, or through other internet-based means); (c) made or performed by mail, telephone, or telecopy orders received or filled in, at or from the Leased Premises; (d) made or performed by means of mechanical and other vending devices in the Leased Premises; or (e) which Tenant, or any subtenant, licensee, concessionaire or other person, in the normal and customary course of its business, would credit or attribute to its operation at the Leased Premises or any part thereof. Any deposit not refunded shall be included in Gross Sales in the month in which such deposit is received.

C. Exclusions from Gross Sales. The following shall be excluded from Gross Sales: (a) any exchange of merchandise between Tenant’s stores or restaurants when such exchange is made solely for the convenient operation of Tenant's business and not for the purpose of consummating a sale made in, at or from the Leased Premises; (b) returns to shippers or manufacturers; (c) cash or credit refunds to customers on transactions previously reported as Gross Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Sales; (d) sales of fixtures, machinery and equipment, which are not stock in trade, after use thereof in the conduct of Tenant's business; and (e) amounts which are separately stated and collected from customers and which are paid by Tenant to any government for any sales or excise tax. No franchise, capital stock tax, tax based upon assets or net worth or gross receipts tax, and no income or similar tax based on income or profits shall be deducted from Gross Sales.

D. Monthly Statements and Payments. Tenant shall furnish to Landlord all of the following within twenty (20) calendar days after the end of each calendar month during the Term: (a) a complete statement, certified by Tenant (or an authorized officer thereof if Tenant is a corporation, limited liability company or other business entity), of the amount of Gross Sales made from the Leased Premises during said month, which statement shall be in such form and style and contain such details and breakdown as Landlord may reasonably require; (b) a copy of any sales tax reports filed with any taxing authority; and (c) a payment for Percentage Rent in the amount specified in this Section.

E. Audit Rights. Landlord shall have the right, at any time during the Term and for two (2) years thereafter, to inspect and audit Tenant’s sales and business records, including point-of-sale data, books of account, and tax returns relating to the Leased Premises, during normal business hours upon two (2) days’ prior notice. If such inspection or audit reveals an underreporting of Gross Sales exceeding two percent (2%) for any calendar month, Tenant shall immediately pay the deficiency in Percentage Rent, plus interest at the rate specified in Section

3.3.3(A), and shall reimburse Landlord for the cost of the audit. Failure by Tenant to maintain and preserve complete and accurate records shall constitute a material default under this Agreement.

F. No Waiver. Acceptance by Landlord of any statement or payment of Percentage Rent shall not constitute a waiver of Landlord’s right to examine Tenant’s books and records or to contest the accuracy of any such statement.

3.3.3 Late Payments.

A. Late Charge. Tenant acknowledges that late payment by Tenant to Landlord of Rent will cause Landlord to incur costs not contemplated by this Agreement. If any installment of Rent due from Tenant is not received by Landlord within five (5) calendar days after it becomes due, Tenant shall pay to Landlord an additional sum of five percent (5%) of the overdue Rent as a late charge. The Parties agree that this late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of late payment by Tenant. Acceptance of any late charge shall not constitute a waiver of Tenant's default with respect to the overdue amount or prevent Landlord from exercising any of the other rights and remedies available to Landlord.

B. Interest on Unpaid Rent. Rent or other charges under this Agreement not paid within five (5) calendar days of the date due shall, in addition to any late charges under Section 3.3.3(A) above, bear interest at the lesser of the maximum legal rate or ten percent (10%) per annum from the date due until paid.

3.3.4 Rent Defined. The term “Rent” shall mean and include, collectively, without limitation:

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A. Base Rent. The Base Rent Payable pursuant to Section 3.3.1 and as adjusted pursuant to the terms of this Agreement.

B. Percentage Rent. Any Percentage Rent payable pursuant to Section

3.3.2 of this Agreement.

C. Operating Expenses. Tenant’s Share of Operating Expenses payable pursuant to Section 3.5 of this Agreement.

D. Other Obligations. All other sums, charges, costs, expenses, reimbursements, fees, impositions, indemnities, late charges, interest, and other amounts whatsoever (“Tenant Payment Obligations”) which Tenant is obligated to pay to Landlord under this Agreement, whether or not the same are designated as “additional rent” and whether payable to Landlord or to any third party on behalf of Landlord. All such Tenant Payment Obligations shall constitute Rent for all purposes of this Agreement, and in the event of nonpayment thereof, Landlord shall have all rights and remedies available hereunder or at law as though such amounts were Base Rent in arrears.

3.3.5 Payment of Rent. Except as otherwise expressly provided herein, all Rent shall be paid without setoff, deduction, prior notice, or demand, in lawful money of the United States of America, at the place designated by Landlord from time to time in writing. [***DELETE IF SECTION 3.3.6 IS NOT APPLICABLE”***]

3.3.6 Guaranty. Concurrent with Tenant’s execution and delivery of this Agreement, Tenant shall deliver to Landlord a written guaranty of this Agreement, in the form attached hereto as Exhibit “G” and incorporated herein by reference, executed by a guarantor satisfactory to Landlord in its sole and absolute discretion.

3.4 Security Deposit. Tenant shall submit to Landlord on or before the Effective Date a cash security deposit in the amount of [***INSERT WRITTEN DOLLAR AMOUNT***] ($[***INSERT NUMERICAL DOLLAR AMOUNT***]) (“Security Deposit”) as security for Tenant’s faithful performance of its obligations under this Agreement. Landlord shall not be required to hold the Security Deposit separate from Landlord’s other funds. The Security Deposit shall secure Tenant’s obligations pursuant to this Lease and may be drawn on by Landlord, in whole or in part, to cover delinquent Rent not paid by Tenant, within any applicable notice and cure period and any other events of default of Tenant under this Agreement. In the event that some or all of the Security Deposit is drawn against by Landlord and applied against any delinquent Rent or other charges to cure events of default not paid by Tenant within any applicable notice or cure period, Landlord may, without limiting the generality of the foregoing, use the Security Deposit to reimburse Landlord for costs associated with any or all of the following: (a) Tenant’s default in payment of Rent or any other default by Tenant under this Agreement (b) repair of damages to the Leased Premises (ordinary wear and tear excluded) caused by the Tenant or by a guest, invitee or licensee of Tenant, (c) cleaning the Leased Premises upon expiration or termination of this Agreement as necessary to return the Leased Premises to the same level of cleanliness it was in on the Initial Term Commencement Date, (d) remedying future defaults by Tenant in any obligation under this Agreement to restore, replace or return personal property or appurtenances, ordinary wear and tear excluded, (e) new tenant processing costs, (f) late fees; (g) payment of utility bills owing under this Agreement which are unpaid as of the expiration or Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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termination of this Agreement; or (h) any other lawful purpose. Tenant shall within ten (10) days after written demand by Landlord, restore the Security Deposit to the required amount. At the expiration or earlier termination of this Agreement, provided that no event of default then exists, and all applicable deductions from Security Deposit have been made as hereinabove provided, Landlord shall refund the then existing balance of the Security Deposit to Tenant within thirty (30) days of expiration or termination of this Lease. The Security Deposit shall not bear interest. To the extent that Landlord chooses, in its discretion and at its expense, to place the Security Deposit in an interest-bearing account, any and all interest thereon shall accrue to the benefit of Landlord.

3.5 Tenant’s Share of Operating Expenses. In addition to the Base Rent and Percentage Rent, Tenant agrees commencing on the Rent Commencement Date and continuing throughout the Term of this Agreement to pay Landlord as additional rent, in accordance with the terms of this Section 3.5, [***INSERT WRITTEN AMOUNT***] ([***INSERT NUMERICAL AMOUNT***])% of the Operating Expenses, as defined below (“Tenant’s Share of Operating Expenses”). For purposes of calculating Tenant’s Share of Operating Expenses, the square footage attributable to all parcels(s) that comprise the Property as well as all parcels within The Hub. that are not owned by the Landlord but that are paying for a portion of the Operating Expenses shall be included.

3.5.1 Definition of Operating Expenses. As used herein, the term “Operating Expenses” means all costs to operate, repair, restore, maintain and manage the Property improvements, buildings, roofs, Common Areas and other areas used in common by the tenants of the Property; all costs to supervise and administer the Common Areas and other areas used in common by the tenants or occupants of the Property, including such fees as may be paid to a third party in connection with same; and all parking charges, utility charges and surcharges, or any other costs levied, assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or interpretations thereof, promulgated by any governmental authority in connection with the use or occupancy of the Leased Premises or the parking facilities serving the Leased Premises.

Operating Expenses include the following costs by way of illustration, but shall not be limited to:

Real Property Taxes; water and sewer charges; insurance premiums on property and liability insurance maintained by Landlord; any deductible portion of an insured loss; utilities; refuse disposal; painting, and decoration of non-tenant areas; Common Area lighting; fire detection systems; security; Common Area clean-up; labor; reasonable costs incurred in the management of the Property; air-conditioning and heating; supplies, materials, equipment and tools, including maintenance and repair costs and service contracts; costs of licenses, permits and inspections; maintenance, repair and restoration of all Common Areas, including repair/installation of asphalt overlay, resurfacing, restriping and cleaning of parking areas (all of which parking area expenses shall be non-capital improvements); cost of Landlord's compliance under this Agreement; landscaping and gardening; cost of utilities not separately metered; wages, salaries and benefits; and other services to be provided by Landlord that are stated elsewhere in this Lease to be Operating Expenses. All capital expenditures that directly and measurably reduce Operating Expenses or that are required to comply with laws or regulations shall also be included in Operating Expenses. Operating Expenses shall not include depreciation on the Property buildings, loan payments, executive salaries, or real estate brokers’ commissions.

3.5.2 Payment Based on Landlord’s Estimated Statement. By December 31st of each year during the Term, or as soon as reasonably possible thereafter, Landlord will endeavor to Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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deliver to Tenant Landlord’s good-faith estimate of Operating Expenses for the upcoming calendar year (“Estimated Statement”). Tenant agrees to pay Landlord, as additional rent, Tenant’ Share of one-twelfth (1/12th) of Tenant’s Share of Operating Expenses each month of the subject calendar year based upon the total amount set forth in the Estimated Statement, until such time as Landlord issues either a revised Estimated Statement or the Estimated Statement for the succeeding calendar year. If at any time during the Term of this Agreement, but not more often than quarterly, Landlord reasonably determines that the Operating Expenses for the current calendar year will be greater than the amount set forth in the then current Estimated Statement, Landlord may issue a revised Estimated Statement and Tenant agrees to pay Landlord, within thirty (30) days of receipt of the revised Estimated Statement, the difference between the amount owed by Tenant under such revised Estimated Statement and the amount owed by Tenant under the original Estimated Statement for the portion of the then current calendar year which has expired. Thereafter Tenant agrees to pay Operating Expenses based on such revised Estimated Statement until Tenant receives the next calendar year’s Estimated Statement or a new revised Estimated Statement for the current calendar year.

3.5.3 Annual Reconciliation Based on Statement of Actual Operating Expenses.

As soon as practical following the end of each calendar year during the Term of this Agreement, Landlord will deliver to Tenant a statement of the actual Operating Expenses for the preceding calendar year (“Reconciliation Statement”). If the Reconciliation Statement reveals that the actual amount of Tenant’s Share of Operating Expenses is more than the total additional rent paid by Tenant pursuant to Section 3.5.2 of this Agreement for the prior year’s Operating Expenses, Tenant shall pay Landlord the difference in a lump sum within thirty (30) days of receipt of the Reconciliation Statement. If the Reconciliation Statement reveals that the actual amount of Tenant’s Share of Operating Expenses is less than the total additional rent paid by Tenant pursuant to Section 3.5.2 of this Agreement for the prior year’s Operating Expenses, Landlord will credit any overpayment toward the next monthly payment of Tenant’s Share of Operating Expenses due under this Agreement.

3.5.4 Tenant’s Duty to Pay Estimated and Actual Operating Expenses. Any delay or failure by Landlord in delivering any Estimated Statement or Reconciliation Statement pursuant to this Section 3.5 shall not constitute a waiver of Landlord’s right to receive Tenant’s payment of Tenant’s Share of Operating Expenses nor will it relieve Tenant of its obligations pursuant to this Section 3.5, except that Tenant will not be obligated to make any payments based on such Estimated Statement or Reconciliation Statement until thirty (30) days after receipt of such Estimated Statement or Reconciliation Statement. If the Term has expired and Tenant has vacated the Leased Premises when the Reconciliation Statement is prepared and delivered, Tenant and Landlord shall fulfill their obligations under Section 3.5.3 of this Agreement and such obligations will be a continuing one which will survive the expiration or termination of this Agreement.

3.5.5 Reallocation of Tenant’s Share of Operating Expenses. Notwithstanding the percentage for Tenant’s Share of Operating Expenses set forth in Section 3.5 or any other provision of this Agreement, Landlord reserves the right, in its reasonable discretion and from time to time, to change or reallocate the share of Operating Expenses charged to any tenant of the Property, including Tenant, based on such tenant’s actual use of, benefit from, or impact on specific Common Areas or other areas of the Property. Any such reallocation shall be applied Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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among the affected tenants and shall be effective upon Landlord’s delivery of written notice to Tenant specifying the revised allocation and the effective date thereof.

3.5.6 Separate Expense Pools. Landlord may, in its reasonable discretion, manage Operating Expenses through one or more separate pools (each, an “Expense Pool”) in order to account for exclusive dining areas, common dining areas, Food Hall facilities, or other Common Areas, services, amenities, or facilities that directly benefit one or more specific tenants but not all tenants of the Property. Operating Expenses included in a particular Expense Pool shall be charged only to those tenants benefiting from the areas, services, amenities, or facilities covered by that Expense Pool and shall not be included in the Operating Expenses charged to tenants that do not benefit from the areas, services, amenities, or facilities covered by that Expense Pool. Tenant’s Share of Operating Expenses with respect to any Expense Pool in which Tenant is included shall reflect Tenant’s proportionate use of, or benefit from, the areas, services, amenities, or facilities allocated to that Expense Pool, as reasonably determined by Landlord. Landlord shall provide Tenant with reasonable detail regarding the Operating Expenses covered by any Expense Pool affecting Tenant upon written request.

3.6 Charges Related to Promotion of Leased Premises and Property.

3.6.1 Initial Promotional Assessment. Tenant shall pay to Landlord an assessment in the amount of [***INSERT WRITTEN AMOUNT***] ($[***INSERT NUMERICAL AMT***]) per square feet of Tenant’s Leased Space to defray the advertising, promotion, decoration, events and public relations expenses incurred by Landlord related to the opening of Tenant’s business upon the Leased Premises (“Initial Promotional Assessment”).

The Initial Promotional Assessment shall be paid by Tenant when Tenant first delivers to Landlord the Tenant-executed counterparts of this Agreement.

3.6.2 Monthly Promotional Charge. In addition to the Initial Promotional Assessment set forth in Section 3.6.1 above, Tenant shall pay to Landlord a monthly promotional charge which Landlord shall use to defray the advertising, promotion, decoration, events and public relations expenses incurred by Landlord related to the Property (“Monthly Promotional Charge”). The Monthly Promotional Charge shall be in the amount of [***INSERT WRITTEN AMOUNT***] ($[***INSERT NUMERICAL AMT***]) [***INSERT “per square feet of Tenant’s Leased Space” OR “per month”] and shall be paid by Tenant when Tenant first delivers to Landlord the Tenant-executed counterparts of this Agreement. Thereafter, the Monthly Promotional Charges shall be due on the first (1st) day of each month. Commencing with the first anniversary of the Rent Commencement Date and on each anniversary of the Rent Commencement Date thereafter, the Monthly Promotional Charge shall be increased by five percent (5%).

3.7 Taxes.

3.7.1 Payment of Taxes. Tenant agrees to reimburse Landlord, as part of Operating Expenses, Tenant’s pro rata share of all Real Property Taxes (as defined in Section 3.7.2 of this Agreement) assessed against the Property during the Term of this Agreement. If any such Real Property Taxes paid by Tenant shall cover any period of time prior to or after the expiration of the Term of this Agreement, Tenant’s share of such Real Property Taxes is to be equitably prorated to cover only the period of time within the tax fiscal year during which this Agreement shall be in effect, and Landlord will reimburse Tenant to the extent required.

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3.7.2 Definition of Real Property Taxes. The term “Real Property Taxes” as used herein means: (a) any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond, tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, as against any legal or equitable interest of Landlord in the Leased Premises, the Property, or any part thereof. Without limiting the generality of the foregoing, Real Property Taxes include:
(i) any tax on Landlord’s “right” to rent or “right” to other income from the Leased Premises or the Property or as against Landlord’s business of leasing the Leased Premises or the Property; and (ii) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of Real Property Tax. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of Real Property Taxes for the purposes of this Agreement; (b) any assessment, tax, fee, levy or charge allocable to or measured by the area of the Leased Premises or the Property, or the Rent payable by Tenant hereunder, including, without limitation, any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such Rent, or upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof but not on Landlord’s other operations; (c) any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Leased Premises; and/or (d) any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or system (including assessment districts) instituted within the geographic area of which the Leased Premises is a part.

3.7.3 Personal Property Taxes. Tenant agrees to pay prior to delinquency all taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Leased Premises or elsewhere. When possible, Tenant will cause said trade fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Landlord. If any of Tenant’s personal property is assessed with Landlord’s real property, Tenant shall pay Landlord the taxes attributable to Tenant within thirty (30) days after receipt of a written statement setting forth the taxes applicable to Tenant’s property

3.8 Use of the Leased Premises.

3.8.1 Tenant’s Permitted Use of Leased Premises.

A. Business Name. Tenant shall operate the Leased Premises only under the following name: [***INSERT NAME***] (“Business”).

B. Permitted Use. The Leased Premises shall be used only for the operation of [***INSERT DESCRIPTION OF PERMITTED USE***] and for no other purpose (“Permitted Use”). Tenant shall not use any portion of the Leased Premises for purposes other than those specified without first obtaining the written consent of Landlord. Nothing in this Agreement shall be construed to grant Tenant an exclusive right to such Permitted Use on the Property or elsewhere. [***DELETE FOLLOWING LANGUAGE IF NOT APPLICABLE***] Tenant’s menu for the Permitted Use, which shall consist primarily of Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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[**INSERT LIST OF FOOD ITEMS**], is attached hereto as Exhibit “F” and incorporated herein by reference (“Menu”). Tenant shall only offer the items listed on the Menu unless otherwise permitted in writing by Landlord.

C. Compliance. Tenant shall maintain and conduct the Permitted Use in a lawful manner and in strict compliance with all governmental laws, rules, regulations and orders. Tenant shall obtain all business licenses, clearances, and permits required to operate its business prior to opening, maintain such necessary licenses and permits in force during the Term, and shall provide copies of each permit or license within 30 calendar days after the Initial Term Commencement Date and at any time during the Term upon Landlord’s request. Tenant shall post all notices to the public in an accessible and visible place to the public. Such notices may include, but are not limited to, Health Department clearances, business licenses, or cosmetology or other licensure. Tenant shall promptly notify Landlord of any notice of violation, suspension or revocation of any such license or clearance.

D. Other Exclusive Uses on Landlord’s Property. Without limiting in any way, the requirement that the Leased Premises be used only for the Permitted Use, in no event shall the Leased Premises be used for any exclusive use granted by Landlord to other tenants of the Property prior to or subsequent to the Initial Term Commencement Date.

3.8.2 Opening Deadline. Tenant shall open the Business in the Leased Premises to the general public not later than [**INSERT IN WRITTEN FORMAT - - TYPICALLY 365 DAYS; HOWEVER, NUMBER OF DAYS CAN BE REDUCED FOR TENANTS THAT CAN OPEN EARLIER THAN ONE YEAR FROM POSSESSION DATE**] (***INSERT NUMBER***) days after the Possession Date (as defined in Section 3.9.1) (“Opening Deadline”).

This is a requirement for a full and complete opening, by which Tenant provides all of its goods and services authorized under Section 3.8.1 for all of the days and hours required by Section 3.8.3, as opposed to a limited or “soft” opening. If Tenant fails to do so, then in addition to any other remedy available to Landlord hereunder, the Rent Commencement Date shall be accelerated for each day that the Opening Date (as defined in Section 3.2.1) for the Business is delayed beyond the Opening Deadline. For example, if the Opening Date occurs 30 days after the Opening Deadline, the Rent Commencement Date shall be the date that is 30 days earlier than the date calculated pursuant to Section 3.3.1(B) Furthermore, if Tenant has not opened the Leased Premises for business within one hundred eighty (180) days after the Opening Deadline, Landlord shall have the right to terminate this Agreement upon three (3) days’ written notice to Tenant.

3.8.3 Operating Hours Covenant. During the Term, Tenant shall cause the Business to be open for business to the public during the following minimum hours: [**INSERT DAYS AND TIMES**], unless different hours are approved in writing by the Landlord. Unless otherwise specified herein, the Leased Premises shall be open for business to the public seven (7) days each week, except only those holidays (if any) on which Landlord elects to close the Property to the public.

3.8.4 Property Rules and Regulations. Tenant shall during the Term faithfully observe and comply with and shall cause all occupants of the Leased Premises to observe and comply with, the "Property Rules and Regulations" attached hereto as Exhibit “B” and incorporated herein by reference, and all reasonable non-discriminatory modifications and Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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additions to them which Landlord may, from time to time, put into effect and furnish to Tenant.

Landlord will endeavor to enforce the Rules and Regulations, but will not be liable to Tenant for the violation or non-performance of the Rules and Regulations by any other tenant or occupant of the Property.

3.8.5 Common Areas. The use and occupancy by Tenant of the Leased Premises shall include a non-exclusive license to use the Common Areas in common with others entitled thereto, as may be designated from time to time by Landlord, subject, however, to the terms and conditions of this Agreement. Landlord shall at all times have the sole and exclusive control, management and direction of the Common Areas and the right to make reasonable changes to the Common Areas and may at any time exclude and restrain any person from use or occupancy thereof. Landlord may in its discretion add additional land to the Common Areas or convert portions of the Common Areas to Landlord’s exclusive use or to leasable area. As provided above, the rights of Tenant in and to the Common Areas are subject to the rights of others to use the same in common with Tenant. Landlord may at any time and from time to time close all or any portion of the Common Areas to make repairs, improvements, alterations or changes and, to the extent necessary in the opinion of Landlord, to prevent a dedication thereof or the accrual of any rights to any person or to the public therein. Landlord shall also have the right, in its discretion, to restrict access (including Tenant’s access) to the Common Areas in order to use the Common Areas for concerts, private events and other uses in Landlord’s discretion; provided, however, that such closure shall not deny access to the Leased Premises by Tenant and its patrons and suppliers. As used herein, “Common Area” or “Common Areas” means all areas, facilities, and improvements provided in the Project for the convenience and use of patrons of the Project, and shall include, but not be limited to, all sidewalks, driveways, stairways, landscaped areas, parking lots, common dining areas, stages and other performance areas, lighting facilities, service corridors, ramps, and delivery areas, and similar areas and facilities situated within the Property which are not reserved for the exclusive use of any tenants of the Property. The terms “Common Area” and “Common Areas” may also include other features that may hereafter be added by Landlord in its discretion, such as parking areas and facilities, drive-aisles, loading docks, access ways and interior roads.

3.8.6 Reservation for Landlord Use. Landlord reserves the right to use the exterior walls, floor, roof and plenum in, above and below the Leased Premises for the repair, maintenance, use and replacement of pipes, ducts, utility lines and systems, structural elements serving the Property or other tenants on the Property and for such other purposes as Landlord deems necessary.

In exercising its rights reserved herein, Landlord shall use commercially reasonable efforts to minimize interference with the operation of Tenant’s Business on the Leased Premises.

3.8.7 Noise Control.Tenant shall operate the Leased Premises in a manner that does not create noise in the Common Areas. No loudspeakers or amplifiers shall be used inside the Leased Premises which can be heard from outside the Leased Premises. Any music (recorded or live) played in the Leased Premises shall be kept at a sufficiently low volume so as not to be heard from the Common Areas or in adjacent leasable area on the Property.

3.8.8 Compliance with Laws. At Tenant’s sole cost and expense, Tenant agrees to procure, maintain and hold available for Landlord’s inspection, any and all governmental licenses and permits required for the proper and lawful conduct of Tenant’s business from the Leased Premises. Tenant agrees not to use, alter or occupy the Leased Premises or allow the Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Leased Premises to be used, altered or occupied in violation of any of the following listed items, and Tenant, at its sole cost and expense, agrees to use and occupy the Leased Premises and cause the Leased Premises to be used and occupied in compliance with all of the following listed items:
(i) any and all laws, statutes, zoning restrictions, ordinances, rules, regulations, orders and rulings now or hereafter in force and any requirements of any insurer, insurance authority or duly constituted public authority having jurisdiction over the Leased Premises now or hereafter in force, (ii) the certificate of occupancy issued for the Leased Premises or the building in which the Leased Premises are located, (iv) licenses issued to Tenant and the Leased Premises by the California Department of Alcoholic Beverage Control, and any related conditional use permits issued by the City of Corona, in its regulatory capacity, relative to alcohol sales, if Section 3.8.1 of this Agreement authorizes the sale of alcohol from the Leased Premises, and (v) any recorded covenants, conditions and restrictions and regulatory agreements, if any, which affect the use, occupation or alteration of the Leased Premises.

3.8.9 Hazardous Materials. Tenant shall not cause or permit any Hazardous Materials, as defined below, to be brought upon, kept, used, discharged, deposited or leaked in or about the Leased Premises or the Property by Tenant or any of Tenant's agents or by anyone in the Leased Premises (other than Landlord or its agents, employees or contractors), except to the extent such Hazardous Materials are cleaning or office supplies customarily kept or used by typical tenants engaged in the Permitted Use and are kept and used in accordance with all applicable laws.

If Tenant breaches the obligations stated in the preceding sentence, or if the presence of any Hazardous Material on the Leased Premises or the Property caused or suffered or permitted by Tenant or any of Tenant's agents or by anyone in the Leased Premises (other than Landlord or its agents, employees or contractors) results in contamination of the Leased Premises or the Property, or if contamination of the Leased Premises or the Property by any Hazardous Material otherwise occurs for which Tenant is legally liable, then Tenant shall indemnify, defend and hold Landlord, its councilmembers, commissioners, officials, employees and agents, harmless from any and all claims, damages, costs, liabilities and expenses (including, without limitation, diminution in value or use of the Property, attorneys' fees, consultant fees and expert fees) which arise during or after the Term as a result of such contamination. This indemnification shall include, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work on or under the Premises. "Hazardous Material" shall mean any product, substance, chemical, material or waste regulated by any federal, state, or local government authority, including but not limited to hazardous substances under CERCLA, hazardous waste under RCRA, and substances designated as hazardous under the Toxic Substances Control Act or any similar state law whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal, transportation, spill, release or effect, either by itself or in combination with other materials expected to be on the Leased Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises; (ii) regulated or monitored by any governmental authority; or (iii) a basis for potential liability of Landlord to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substance shall include, without limitation, hydrocarbons, petroleum, gasoline, crude oil, hazardous waste under RCRA, Per- and Polyfluoroalkyl Substances (PFAS), Perfluorooctane Sulfonic Acid (PFOS), Perfluorooctanoic Acid (PFOA), petroleum products, asbestos, and polychlorinated biphenyls (PCBs) substances designated as hazardous under the Toxic Substances Control Act or any similar state law or any products or byproducts thereof.

Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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3.8.10 Deliveries. Large scale deliveries of supplies, equipment and other items to be used by Tenant at the Leased Premises shall be made only to such areas specified by Landlord. Such deliveries shall be completed, delivery vehicles removed, and delivered items removed to the Leased Premises, by not later than 10 a.m.

3.8.11 Washdown Areas. All areas used for washing down of mats or other equipment shall be within the interior portion of the Leased Premises, in a location specifically approved by Landlord, unless otherwise designated from time to time by Landlord.

3.8.12 Alcohol Management Plan. In addition to complying with Landlord’s general rules and regulations for the Project pursuant to Section 3.8.4 of this Agreement, if the Permitted Use allows use of the Leased Premises for the sale of alcoholic beverages, Tenant shall also comply with Landlord’s Alcohol Management Plan for the Property, as may be established or revised by Landlord from time to time.

3.8.13 Utilities and Services. Tenant agrees to contract directly for and to pay for all electricity, water, and natural gas, which shall be separately metered to the Leased Premises.

Water for Common Areas, sanitary sewer service and trash removal service shall be provided by Landlord, the cost of which shall be included as Operating Expenses; Tenant shall dispose of all trash in the receptacles and bins provided by Landlord. Tenant agrees to contract directly for and to pay for all telephone and interior janitorial service for the Leased Premises. Landlord will not be liable to Tenant for any failure to furnish any of the foregoing utilities and services. In the event of any stoppage or interruption of services or utilities, Tenant shall not be entitled to any abatement or reduction of Rent, no eviction of Tenant will result from such failure, and Tenant will not be relieved from the performance of any covenant or agreement in this Agreement because of such failure.

3.8.14 Security. Tenant acknowledges and agrees that it shall be solely responsible for providing adequate security for its Leased Premises, and its use of the Property and the Common Areas. Landlord shall have no responsibility to prevent, and shall not be liable to Tenant, its agents, employees, contractors, visitors or invitees, for losses due to theft, burglary or other criminal activity, or for damages or injuries to persons or property resulting from persons gaining access to the Leased Premises or the Property. At Tenant’s sole expense and discretion, Tenant may post security personnel inside the Leased Premises, but not outside the Leased Premises.

3.8.15 Signs. Tenant shall be entitled to “shop signage” at the Leased Premises and may be entitled to directory signage on Landlord’s Property directory, if applicable. All signage proposed by Tenant must be approved by Landlord and by the City of Corona, in its regulatory capacity. The location, quality, design, style, and size of such signage shall be consistent with the Landlord’s signage criteria for the Property attached hereto as Exhibit “C” and incorporated herein by reference. All costs associated with such signage shall be paid by Tenant, including without limitation all costs of design, fabrication and installation, as well as any permit fees or similar charges assessed by the City of Corona in its regulatory capacity. Any signs, notices, logos, pictures, names or advertisements which are installed and that have not been individually approved by Landlord may be removed and discarded without notice by Landlord at the sole expense of Tenant.

Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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3.8.16 Obligation to Refrain from Discrimination. Tenant covenants and agrees for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through it, and this Agreement 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 any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12936.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955 and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Leased Premises nor shall the Tenant, itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, subtenants, sublessees or vendees in the Leased Premises.

3.8.17 Vehicle Parking. Tenant and Tenant’s customers may park in the parking areas around the Leased Premises on a first come, first served basis. Said parking areas shall be used for parking by vehicles no larger than full-size passenger automobiles, pick-up trucks or sport utility vehicles. Tenant’s employees may only park in the parking spaces designated in the Parking Plan.
[***DELETE THIS SECTION IF NOT APPLICABLE***]

3.8.18 Seismic Conditions. Tenant understands and acknowledges that: (i) the Property and any improvements thereon, including the Leased Premises were constructed more than thirty years prior to the execution of this Agreement, and has not undergone seismic reinforcement or seismic upgrades; (ii) the Property, including the Leased Premises, may contain mold, bird excrement, and/or other conditions common to older structures; and (iii) the indemnification and hold harmless provisions of this Agreement are applicable to claims and causes of action arising out of the condition of the Leased Premises and the Property. Landlord shall have no liability to Tenant or its owners, officers, employees, agents, guests, invitees, customers and others who enter the Property and/or Leased Premises on behalf of or in connection with Tenant’s presence or activities under this Agreement arising out of or due to the use of the Leased Premises or the Property by any person.
[***DELETE THIS SECTION IF NOT APPLICABLE***]

3.8.19 Asbestos. Tenant understands and acknowledges that asbestos has been found to be present on the Property, and that Landlord has taken steps to remediate potential asbestos contamination and reduce the risk of future asbestos exposure, but that asbestos remains on the Property and may be present in the Leased Premises and/or any Common Areas to which Tenant or its owners, officers, employees, agents, guests, invitees, customers and others who enter the Property and/or Leased Premises on behalf of or in connection with Tenant’s presence or activities under this Agreement may have access. Tenant further understands and acknowledges that Landlord’s remediation procedures are intended to reduce the health risks associated with asbestos exposure, but that disturbance or removal of asbestos other than by qualified asbestos removal technicians under controlled conditions may create asbestos-related health risks. Tenant Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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shall immediately notify Landlord in writing of any known or suspected deterioration of or damage to any area of the Property or the Leased Premises in any area believed to contain asbestos.

Landlord shall make available to Tenant and/or its owners, officers, employees, agents, guests, invitees, customers and others who enter the Property and/or Leased Premises on behalf of or in connection with Tenant’s presence or activities under this Agreement Landlord’s records regarding the presence and remediation of asbestos on the Property and the Leased Premises. A copy of an Asbestos Report obtained by Landlord is attached as Exhibit “I” to this Agreement and incorporated herein by reference. On behalf of itself and its owners, officers, employees, agents, guests, invitees, customers and others who enter the Property and/or Leased Premises on behalf of or in connection with Tenant’s presence or activities under this Agreement, Tenant shall defend, indemnify, and hold Landlord harmless from and against any claims, liability, loss, damage, or expenses arising out of or pertaining to the presence of asbestos in the Property and/or the Leased Premises.

3.8.20 Radius Restriction. Tenant shall not, during the Term, own, operate, maintain or control any business similar to, or competing with the Business to be conducted on the Leased Premises, located within a radius of [***INSERT WRITTEN NUMBER***] ([***INSERT NUMBER***]) miles from the outside boundaries of the Property.

3.8.21 Restaurant Covenants. If the Permitted Use allows use of the Leased Premises for the preparation and/or sale of food or beverages, Tenant shall use and operate the Leased Premises in accordance with the “Restaurant Rules and Regulations” attached hereto as Exhibit “D” and incorporated herein by reference.

3.9 Condition of, and Improvements to, Premises.

3.9.1 Delivery in Warm Shell Condition. Landlord shall deliver a written notice to Tenant specifying the date that the Leased Premises shall be available for possession by Tenant (“Possession Date”). Not later than the Possession Date, Landlord shall deliver possession of the Leased Premises to Tenant. Possession shall be delivered in a “warm shell” condition, meaning that it will contain interior walls (but no drywall), exterior door(s) and window(s), an electrical panel (but no electrical outlets), plywood sheeting or clean concrete flooring (ready for Tenant to place finish flooring on), and utilities stubbed to the Leased Premises and able to be connected to utility service pursuant to Section 3.8.12 of this Agreement. HVAC ductwork and fire sprinklers will also be provided by Landlord as part of the warm shell delivery. Landlord will provide an insulated open ceiling, ready for Tenant to place a final layer of drywall. Lighting will not be included and is to be installed by Tenant pursuant to Section 3.9.3 of this Agreement. Where the Leased Premises will include a kitchen with a stove, Landlord will provide a curb and opening for the stove hood, but Tenant must provide and install the hood pursuant to Section 3.9.3 of this Agreement. Except as otherwise expressly provided herein, Landlord shall have no obligation or responsibility, actual or implied, to install, construct, accommodate, or make any improvements to the Leased Premises prior to, or as a condition of, Tenant's occupation of the Leased Premises.

3.9.2 As-Is Condition. Tenant hereby agrees that the Leased Premises shall be taken in “as is” condition, “with all faults”, and “without any representations or warranties.” Tenant shall have three (3) days after the Possession Date in which to inspect the condition of the Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Leased Premises and the suitability of same for Tenant’s purposes and to notify Landlord in writing of any remaining “punch list” items necessary to put the Leased Premises into the condition required by Section 3.9.1 of this Agreement. Except with respect to items noted in any such timelydelivered notice, Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Leased Premises or the suitability of same for Tenant’s purposes. Tenant acknowledges that neither Landlord nor any agent nor any employee of Landlord has made any representations or warranty with respect to the Leased Premises or the Property or with respect to the suitability of either for the conduct of Tenant’s business. Except as noted above, the taking of possession of the Leased Premises by Tenant shall conclusively establish that the Leased Premises and the Property were at such time in satisfactory condition. Tenant hereby waives and releases its rights pursuant to Sections 1932(1), 1941 and 1942 of the California Civil Code and any similar or successor law(s) regarding Tenant’s right to terminate this Agreement or to make repairs and deduct the expenses of such repairs from the Rent due under this Agreement.

3.9.3 Construction of Tenant Improvements. Tenant shall, at its expense, complete all construction of the Leased Premises necessary to allow Tenant to conduct business from the Leased Premises for the Permitted Use. All construction shall be performed in accordance with all requirements in Exhibit “E” attached hereto and incorporated herein by reference, as well as Section 3.11 of this Agreement. All such construction shall be completed, and all necessary governmental occupancy certificates shall be obtained, in sufficient time to allow Tenant to open for business by the Opening Deadline set forth in Section 3.8.2 of this Agreement.

3.9.4 Condition Upon Surrender. Upon termination or expiration of this Agreement, Tenant shall surrender the Leased Premises to Landlord in as good condition as when originally received, ordinary wear and tear and damage by fire, earthquake, flood or act of God excepted, and including any repairs or improvements made by Tenant.

3.9.5 Inspection by Certified Access Specialist. Landlord discloses that the Leased Premises have not undergone inspection by a Certified Access Specialist as referenced in California Civil Code Section 1938 subsection (e) which provides: "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The Parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises." Pursuant to the foregoing Section 1938(e), Tenant acknowledges and agrees that, if Tenant wishes to have the Leased Premises inspected by a CASp: (i) Tenant must notify Landlord on or before the date when Tenant executes this Agreement pursuant to the election below; (ii) the inspection will be at Tenant's sole cost and expense; (iii) the inspection must be scheduled through Landlord and in coordination with the Property’s property manager; (iv) any repairs or modifications necessary to correct any violation of construction-related accessibility standards that is noted in the CASp report shall be Tenant’s responsibility; and (v) Tenant must provide a copy of the CASp report to Landlord on completion. By initialing below, Tenant represents that:

Tenant wishes to have a CASp inspection of the Premises Initials: __________ Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Tenant hereby waives its right to have a CASp inspection of the Premises Initials:
_________

3.10 Maintenance and Repairs.

3.10.1 Landlord Obligation’s. Landlord shall, at its expense (but reimbursable as Operating Expenses pursuant to Section 3.5 of this Agreement) make all repairs necessitated by reasonable wear and tear and shall make all necessary repairs and replacements to: (a) the roof, the exterior walls, and the structural foundation and exterior walls of the building on the Leased Premises (b) all other exterior and structural repairs or replacements pertaining to the Property; (c) the Property’s Common Area; and (d) the plumbing and electrical equipment and facilities, if any, serving the Property (but not the Leased Premises). Landlord shall also, at its expense (but reimbursable as Operating Expenses pursuant to Section 3.5 of this Agreement), perform all landscaping, sidewalk maintenance, exterior maintenance, painting and cleaning, graffiti removal on the exterior walls of the Leased Premises, and other maintenance and repair of the Common Areas of the Property. Landlord has no obligation to pay for or perform maintenance or repair of the Leased Premises, except in the case of damage or eminent domain pursuant to Sections 3.14 and 3.15 of this Agreement. Tenant waives the right to make repairs at Landlord’s expense under any law, statute, ordinance, rule, regulation, order or ruling.

3.10.2 Tenant’s Obligations. Subject to Section 3.10.1 of this Agreement, Tenant agrees to keep in good order, condition and repair the Leased Premises and every part thereof, structural and non-structural (whether or not such portion of the Leased Premises requiring repair, or the means of repairing the same are reasonable or readily accessible to Tenant, and whether or not the need for such repairs occurs as a result of Tenant’s use, any prior use, the elements, the age or the quality of construction of such portion of the Leased Premises) including, without limiting the generality of the foregoing, (a) maintaining, repairing and replacing, as and when needed, at Tenant’s sole cost, all systems, facilities and equipment, including without limitation: plumbing; heating, ventilation and air conditioning (“HVAC”); electrical; lighting facilities; fire protection systems; and other equipment within or exclusively serving the Leased Premises, (b) storefronts, fixtures, interior walls, ceilings, floors, windows, doors, plate glass and skylights located within the Leased Premises, and (c) all signs located on the Leased Premises. In performing its obligations set forth herein, Tenant shall consistently exercise and perform good maintenance practices, specifically including arranging for and maintaining at its cost (with copies to Landlord) maintenance and service contracts approved by Landlord for HVAC equipment, fire extinguishing systems, and alarm systems. Tenant agrees to cause any mechanics’ liens or other liens arising as a result of work performed by Tenant or at Tenant’s direction to be eliminated as provided in Section 3.11.5 of this Agreement. In addition, Landlord shall have the right to arrange for inspection of the mechanical and electrical portions of the Leased Premises annually, and Tenant shall pay for the costs of such inspections and arrange for the correction of any defects found.

Further, at Landlord’s option, Landlord shall have the right to select, procure and maintain, at Tenant’s expense (in lieu of Tenant maintaining such contracts as referenced above), any service or maintenance contracts to be obtained hereunder, including for HVAC systems, and Tenant shall fully reimburse Landlord, in the form of additional Rent, for the cost of same within ten (10) days after demand therefor.

3.10.3 Tenant’s Failure to Repair. If Tenant refuses or neglects to repair and maintain the Leased Premises properly as required hereunder to the reasonable satisfaction of Landlord, Landlord, at any time following ten (10) days from the date on which Landlord makes Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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a written demand on Tenant to effect such repair and maintenance, may enter upon the Leased Premises and make such repairs and/or maintenance, and upon completion thereof, Tenant agrees to pay to Landlord as additional Rent, Landlord’s costs for making such repairs plus an amount not to exceed fifteen percent (15%) of such costs for overhead, within thirty (30) days of receipt from Landlord of a written itemized bill therefor.

3.10.4 Graffiti. In addition to any other maintenance obligation herein, Tenant shall be responsible for the prompt removal of any graffiti on the windows of the Leased Premises after Tenant is provided notice that graffiti is present thereon. Within forty-eight (48) hours after Tenant is provided notice that graffiti is present on the windows of the Leased Premises, Tenant shall remove any graffiti by use of solvents, detergents, water or any other appropriate method. If such graffiti is not removed within the required forty-eight (48) hours by Tenant, Landlord shall have the right to enter on or upon the Leased Premises to remove the graffiti. Tenant shall reimburse any sum expended by Landlord to remove the graffiti. For assistance with graffiti remediation, the Tenant may also report the graffiti to the City of Corona’s Graffiti Hotline (currently, the telephone number is 951-278-3227), but the cost for the removal of any graffiti shall be subject to this Section.

3.11 Alterations.

3.11.1 Landlord’s Consent Required. Tenant shall not make alterations, repairs, additions or improvements or install any cabling or wiring (collectively referred to as “Alterations”) prior to the Possession Date and without first obtaining the written consent of Landlord in each instance, which consent Landlord may grant, condition or withhold in its sole and absolute discretion, in Landlord’s proprietary, as opposed to regulatory, capacity. In order to obtain such approvals, Tenant shall, at a minimum, furnish Landlord with plans and specifications; names of contractors; required permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by Landlord. Tenant shall comply with the provisions of Exhibit “E” with regard to all Alterations. In the event Tenant makes any Alterations to the Leased Premises that trigger or give rise to a requirement that the Leased Premises come into compliance with any governmental laws, ordinances, statutes, order and or regulations (such as ADA requirements), Tenant shall be fully responsible for complying, at its sole cost and expense with same. Upon completion, Tenant shall furnish “as-built” plans for Alterations, completion affidavits and full and final waivers of lien.

3.11.2 Plan Review. Tenant agrees to pay Landlord, as additional Rent, the actual and reasonable costs of professional services and costs for general conditions of Landlord’s thirdparty consultants if utilized by Landlord for review of all plans, specifications and working drawings for any Alterations, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants. In addition, Tenant agrees to pay Landlord, within ten (10) business days after completion of any Alterations, a fee in the amount of [**INSERT DOLLARS IN WRITTEN FORMAT**] Dollars ($(***INSERT NUMBER***)).

3.11.3 Personal Property. All articles of personal property owned by Tenant or installed by Tenant at its expense in the Leased Premises (including Tenant’s furniture, movable partitions, cabling, wiring and equipment such as telephones, copy machines, computer terminals, refrigerators and facsimile machines) will be and remain the property of Tenant, and, unless otherwise agreed between Landlord and Tenant in writing, must be removed by Tenant from the Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Leased Premises, at Tenant’s sole cost and expense, on or before the expiration or earlier termination of this Lease. Tenant agrees to repair any damage caused by such removal at its cost on or before the expiration or earlier termination of this Agreement. Tenant shall have no right to remove hoods, sinks, built-in appliances and cabinetry, and any other fixtures installed by Landlord or Tenant, which are and shall remain Landlord’s property.

3.11.4 Removal of Personal Property. If Tenant fails to remove by the expiration or earlier termination of this Agreement all of its personal property, Landlord may, at its option, treat such failure as a holdover pursuant to Section 3.2.2 of this Agreement, and/or Landlord may (without liability to Tenant for loss thereof) treat such personal property as abandoned and, at Tenant’s sole cost and expense, and (in addition to Landlord’s other rights and remedies under this Agreement, at law or in equity) remove, discard, store and/or sell such items, at Tenant’s expense pursuant to California Civil Code sections 1993 through 1993.09. Provided that Landlord observes the requirements of those statutes, Landlord shall have no liability to Tenant with respect to any such abandoned property.

3.11.5 Liens. Tenant agrees not to permit any mechanic’s, materialmen’s or other liens to be filed against all or any part of the Leased Premises, nor against Tenant’s leasehold interest in the Leased Premises, by reason of or in connection with any Alternations or other work contracted for or undertaken by Tenant or any other act or omission of Tenant or Tenant’s agents, employees, contractors, licensees or invitees. At Landlord’s request, Tenant agrees to provide Landlord with enforceable, conditional and final lien releases (or other evidence reasonably requested by Landlord to demonstrate protection from liens) from all persons furnishing labor and/or materials at the Leased Premises. Landlord will have the right at all reasonable times to post on the Leased Premises and record any notices of non-responsibility which it deems necessary for protection from such liens. If any such liens are filed, Tenant will, at its sole cost, promptly cause such liens to be released of record or bonded so that it no longer affects title to the Leased Premises. If Tenant fails to cause any such liens to be so released or bonded within ten (10) days after the filing thereof, such failure will be deemed a material breach by Tenant under this Agreement without the benefit of any additional notice or cure period described in Section 3.20 of this Agreement, and Landlord may, without waiving its rights and remedies based on such breach, and without releasing Tenant from any of its obligations, cause such liens to be released by any means it shall deem proper, including payment in satisfaction of the claims giving rise to such liens. Tenant agrees to pay to Landlord within ten (10) days after receipt of invoice from Landlord, any sum paid by Landlord to remove such liens, together with interest (at the rate of the lesser of ten percent (10%) per year or the highest rate allowed by law) from the date of such payment by Landlord.

3.12 Indemnification.

3.12.1 Waiver of Claims. To the extent permitted by law, Tenant waives all claims against Landlord for damage to person or property arising for any reason. Tenant assumes all such risks for Tenant and any employees, licensees, invitees, agents, or contractors.

3.12.2 General Indemnity. Tenant shall indemnify, protect, defend (at Tenant's sole cost and with legal counsel acceptable to Landlord) and hold harmless, Landlord and Landlord’s affiliated entities, and each of their respective members, managers, partners, officers, employees, volunteers, council members, board members, lenders, agents, contractors, successors and assigns (individually, a “Indemnified Party” and collectively “Indemnified Parties”) from Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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and against any and all claims, judgments, causes of action, damages, penalties, costs, liabilities, and expenses, including all court costs and attorney fees, arising at any time during or after the Term, as a result (directly or indirectly) of or in connection with (i) default in the performance of any obligation on Tenant’s part to be performed under the terms of this Agreement, or (ii) Tenant’s use of the Leased Premises, the conduct of Tenant’s business or any activity, work or things done, permitted or suffered by Tenant or Tenant’s employees, agents, customers, visitors, invitees, licensees, contractors, assignees or subtenants (individually, a “Tenant Party” and collectively “Tenant Parties”) in or about the Leased Premises, the Property, the Common Area or other portions of the Leased Premises except as provided by law or for claims caused solely by Landlord’s gross negligence or willful misconduct. Tenant’s indemnity is not intended to nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to Section 3.13 of this Agreement to the extent such policies cover the results of negligent acts or omissions of Landlord, its employees, agents, volunteers, contractors, council members, board members and officers or the failure of Landlord to perform any of its obligations under this Agreement. The obligations of Tenant under this Section 3.12 shall survive the termination or expiration of this Agreement.

3.12.2 Exemption of Landlord from Liability. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to the Leased Premises and its property including, but not limited to, Tenant's fixtures, equipment, furniture and alterations, or illness or injury to persons in, upon or about the Leased Premises, arising from any cause, and Tenant hereby expressly releases Landlord and waives all claims in respect thereof against Landlord, except only such claims as are caused solely by Landlord's gross negligence or willful misconduct. Tenant hereby agrees that Landlord shall not be liable for injury to Tenant's business or any loss of income therefrom or for damage to the property of Tenant, or injury to or illness or death of Tenant or any Tenant Party or any other person in or about the Leased Premises, whether such damage, illness or injury is caused by fire, steam, electricity, gas, water or rain, or from the breakage, leakage or other defects of sprinklers, wires, appliances, ventilation, plumbing, air conditioning or lighting fixtures, or from any other cause, and whether said damage, illness or injury results from conditions arising upon the Leased Premises, upon other portions of the Property or from other sources or places, and regardless of whether the cause of such damage, illness or injury or the means of repairing the same is inaccessible to Tenant, except only damage, illness or injury caused solely by Landlord's gross negligence or willful misconduct.

3.12.3 Duty to Defend. Upon written request from an Indemnified Party, Tenant shall defend (with counsel acceptable to that Indemnified Party, in the Indemnified Party's reasonable discretion, and at Tenant’s sole cost and expense) any claim, suit, action or other proceedings covered by Section 3.12.2. Tenant shall pay or satisfy all reasonable costs, fees or expenses of any kind incident to such defense or incident to enforcing this defense and indemnity obligation, including, but not limited to, attorneys' fees, investigators' fees, litigation expenses, expert or other consultant fees, settlement payments, and amounts paid in satisfaction of any judgment, award or decree that may be rendered against an Indemnified Party. Tenant shall specifically and expressly be obligated to reimburse any Indemnified Party for the cost of any settlement paid by any Indemnified Party, whether paid for themselves or on behalf of another Indemnified Party, as part of any such claim, suit, action or other proceeding. Tenant’s obligation hereunder shall survive termination or expiration of this Agreement, and shall not be restricted to insurance proceeds, if any, received by any Indemnified Party.

Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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3.13 Insurance.

3.13.1 Time for Compliance. On or before the Possession Date, Tenant shall provide evidence satisfactory to the Landlord that it has secured all insurance required under this Section.

3.13.2 Insurance Requirements. Tenant shall, at its expense, procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the possession, use, occupancy, management, operation, repair, maintenance or control of the Leased Premises by the Tenant and/or its officers, officials, agents, representatives, volunteers or employees.

3.13.3 Minimum Scope of and Limits of Coverage. Coverage shall be at least as broad as the latest version of the following: (A) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (B) Proof of Automobile Liability: Insurance business or personal auto coverage and (C) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Tenant shall maintain limits no less than: (A) General Liability:
$1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (B) Proof of business or personal Automobile Liability coverage for bodily injury and property damage; and (C) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California.

Employers Liability limits of $1,000,000 per accident for bodily injury or disease. If the Tenant maintains higher limits than the minimums shown above the Landlord requires and shall be entitled to coverage for the higher limits maintained by the Tenant.

3.13.4 Fire Legal Liability and Extended Coverage. Tenant shall also procure and maintain, at its own expense, for the duration of this Agreement fire legal liability and extended coverage insurance for Tenant's fixtures, goods, wares, or personal property on or in the Leased Premises.

3.13.5 Insurance Endorsements. The insurance policies shall contain the following provisions, or Tenant or the primary insured shall provide endorsements on forms supplied or approved by the Landlord to add the following provisions to the insurance policies:

A. General Liability. The general liability policy shall be endorsed to state that: (A) the Landlord, its directors, officials, officers, employees, volunteers and agents shall be covered as additional insurers with respect to the possession, use, occupancy, management, operation, repair, maintenance or control of the Leased Premises by the Tenant and its officers, officials, agents, representatives, volunteers or employees; and (B) the insurance coverage shall be primary insurance with respect to the Landlord, its officials, officers, employees, volunteers and agents, or if excess, shall stand in an unbroken chain of coverage excess of the Tenant's scheduled underlying coverage. Any insurance or self-insurance maintained by the Landlord, its directors, officials, officers, employees, volunteers and agents shall be excess of the Tenant's insurance and shall not be called upon to contribute with it.

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B. Automobile Liability. No endorsement required.

C. Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the Landlord, the City and their directors, officials, officers, employees, volunteers and agents for losses paid under the terms of the insurance policy which arise from work performed by the Tenant.

D. All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, or canceled except after thirty (30) days prior written notice has been given to the Landlord or ten (10) days if cancellation is due to non-payment of premium, provided that if a thirty (30) days’ notice of cancellation endorsement is not available Tenant shall notify Landlord of this unavailability in writing and shall forward any notice of cancellation to the Landlord within two (2) business days from date of receipt by Tenant; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the Landlord, its directors, officials, officers, employees, agents, and volunteers. Tenant's failure either to obtain an endorsement providing thirty (30) days prior written notice of cancellation endorsement or to forward the Landlord any notice of cancellation issued to Tenant shall be considered breach of contract.

3.13.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the Landlord, the City and their directors, officials, officers, employees, volunteers and agents.

3.13.7 Deductibles and Self-Insurance Retentions. Landlord may require that any deductibles or self-insured retentions must be declared to and approved by the Landlord. Tenant shall ensure that, at the option of the Landlord, either: (A) the primary insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the Landlord, its directors, officials, officers, employees and agents; or (B) the primary insured shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.

3.13.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:IV, licensed and admitted to do business in California, and satisfactory to the Landlord.

3.13.9 Verification of Coverage. Tenant shall furnish Landlord with original certificates of insurance and endorsements affecting coverage required by this Agreement on forms satisfactory to the Landlord. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the Landlord if requested. All certificates and endorsements must be received and approved by the Landlord. The Landlord reserves the right to require complete, certified copies of all required insurance policies, at any time.

3.14 Damage or Destruction of Leased Premises. Unless as the result of negligence or intentional unlawful act of Tenant, if during the term of this Agreement, any portion of the Leased Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Premises shall be damaged by fire or other catastrophic cause, so as to render such portion of the Leased Premises untenable, the obligations under this Agreement may be suspended while such portion of the Leased Premises remains untenable. In the event of such damage, Tenant shall give Landlord notice of such untenable conditions and the Landlord shall elect in its sole discretion, whether to repair the Leased Premises or to cancel this Agreement with respect thereto. Landlord shall notify Tenant in writing of its election within thirty (30) days after service of notice by Tenant. In the event that Landlord elects not to repair the Leased Premises or portion thereof, this Agreement shall be deemed canceled as of the date the damage occurred with respect to the applicable portion(s).

3.14.1 Waiver of Civil Code Sections. Tenant waives the provisions of California Civil Code Section 1932(2) and California Civil Code Section 1933(4) with respect to any destruction of the Premises.

3.15 Eminent Domain. In case the whole of the Leased Premises, or such part thereof that substantially interferes with the reasonable use of the Leased Premises for the Permitted Use, shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or sold to prevent such taking, either party shall have the right to terminate this Agreement effective as of the date possession is required to be surrendered to said authority. Tenant shall not assert any claim against Landlord or the taking authority for any compensation because of such taking and Landlord shall be entitled to receive the entire amount of any award without deduction for any estate or interest of Tenant. In the event the amount of property or the type of estate taken shall not substantially interfere with the reasonable use of the Leased Premises for the Permitted Use, Landlord shall be entitled to the entire amount of the award without deduction for any estate or interest of Tenant. If there is no substantial interference or if there is substantial interference, but neither party elects to terminate, Landlord shall promptly proceed to restore the Leased Premises to substantially the same condition as the Leased Premises existed prior to such partial taking, to the extent possible by application of the condemnation proceeds only, and a proportionate allowance shall be made to Tenant for the rent corresponding to the time during which, and to the part of the Leased Premises of which Tenant shall be so deprived on account of such taking and restoration. Nothing contained in this Section shall be deemed to give Landlord any interest in any award made to Tenant for the taking of personal property and fixtures belonging to Tenant. Each party waives the provisions of California Code of Civil Procedure Section 1265.130 allowing either party to petition the Superior Court to terminate this Agreement in the event of a partial taking of the premises.

3.16 Entry and Inspection. Except for in the case of an emergency, Tenant shall permit Landlord or Landlord's agents to enter the Leased Premises at all times upon reasonable prior oral or written notice for the purpose of inspecting the Leased Premises, for necessary repairs, restorations and replacements to the Leased Premises as set forth above, and for otherwise determining Tenant's compliance with this Agreement. In the case of an emergency, Landlord shall be permitted to immediately enter the Leased Premises, without any prior notice to Tenant. Landlord shall reasonably cooperate with Tenant in an effort to avoid disrupting Tenant’s normal business activities.

3.17 No Assignment and Subletting Allowed. Tenant shall not sell, assign, sublease, mortgage, pledge, hypothecate or otherwise transfer this Agreement or any right therein, nor make any total or partial sale, assignment, sublease, mortgage, pledge, hypothecation or transfer in any other Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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mode or form of the whole or any part of the Leased Premises without Landlord’s express written consent which may be granted, withheld, or denied at Landlord’s sole and absolute discretion.

3.18 Estoppel Certificate. Tenant shall execute and deliver to Landlord within ten (10) days of request a commercially reasonable estoppel statement. Landlord and Tenant intend that any estoppel statement delivered pursuant to this section may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the building or any interest therein and failure to execute and return such estoppel shall be a material breach of this Agreement.

3.19 Tenant Mix. Tenant expressly acknowledges and agrees that no promise of any kind relative to exclusive use have been made to Tenant, whether oral or in writing. Tenant acknowledges that Landlord may grant to anyone the exclusive right to conduct any business or render any service on the Property. Tenant acknowledges and agrees that Landlord shall have the unrestricted right to affect any and all tenancies of whatever kind or nature within the enter, at Landlord’s sole and absolute discretion.

3.20 Default / Breach; Remedies.

3.20.1 Default; Breach. A “Default” is defined as a failure by the Tenant to comply with or perform any of the terms, covenants, or conditions of this Agreement. A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure of Tenant to cure such Default within any applicable grace period:

A. Abandonment. The abandonment of the Leased Premises, which for purposes of this Agreement means any absence by Tenant from the Leased Premises for five (5) business days or longer whether or not Tenant is in default under any provision of this Agreement; or the vacating of the Leased Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance required by this Agreement is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism.

B. Failure to Pay. The failure of Tenant to make any payment of Rent or any Security Deposit required to be made by Tenant hereunder, whether to Landlord or to a third party, when due.

C. Failure to Provide Insurance. The failure of Tenant to provide reasonable evidence of insurance or to fulfill any obligation under this Agreement which endangers or threatens life or property, where such failure continues for a period of three (3) business days following written notice to Tenant.

D. Default. A Default by Tenant as to the terms, covenants, conditions or provisions of this Agreement, other than those described above, where such Default continues for a period of three (3) days after written notice.

E. Misrepresentation. The discovery by Landlord that any financial statement of Tenant given to Landlord was materially false.

F. Insolvency. Tenant shall become bankrupt or insolvent or make a transfer in fraud of creditors, or make an assignment for the benefit of creditors, or take or have taken against Tenant any proceedings of any kind under any provision of the Federal Bankruptcy Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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Act or under any other insolvency, bankruptcy or reorganization act and, in the event any such proceedings are involuntary, Tenant is not discharged from the same within thirty (30) days thereafter.

G. Breach of Guarantor. If the performance of Tenant’s obligations under the Agreement are guaranteed: (i) the death of a guarantor, (ii) the termination of a guarantor’s liability with respect to this Agreement other than in accordance with the terms of such guaranty, (iii) a guarantor’s becoming insolvent or the subject of a bankruptcy filing, (iv) a guarantor’s refusal to honor the guaranty, or (v) a guarantor’s breach of its guaranty obligation on an anticipatory basis, and Tenant’s failure, within thirty (30) days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Tenant, equals or exceeds the combined financial resources of Tenant and the guarantors that existed at the time of execution of this Agreement.

3.20.2 Landlord Remedies. If any default by Tenant shall occur, and following notice of default as required by this Agreement (for the period applicable to the default under the applicable provision of this Agreement), Landlord shall have the following remedies in addition to all other rights and remedies provided by law or equity, to which Landlord may resort cumulatively or in the alternative:

A. Termination. Terminate Tenant’s right to possession of the Leased Premises by any lawful means, in which case this Agreement shall terminate and Tenant shall immediately surrender possession to Landlord. In such event, Landlord shall be entitled to recover from Tenant: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Tenant proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Tenant’s failure to perform its obligations under Agreement or which the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Leased Premises, expenses of reletting, including necessary renovation and alternation of the Leased Premises, reasonable attorneys’ fees, and that portion of any leasing commission paid by Landlord in connection with this Agreement applicable to the unexpired term of this Agreement. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Leased Premises are located at the time of award plus one percent. Efforts by Landlord to mitigate damages caused by Tenant’s Breach of this Agreement shall not waive Landlord’s right to recover damages under any other Section of this Agreement.

B. Re-entry. In the event of the vacation or abandonment of the Leased Premises by Tenant, or in the event that Landlord shall elect to reenter as provided herein or shall take possession of the Leased Premises pursuant to legal proceeding or pursuant to any notice provided by law, then Landlord shall have the remedy specified by Civil Code Section 1951.4, in which Landlord may from time to time recover all rental as it becomes due or relet the Leased Premises or any part thereof for the account of Tenant on such term or terms and at such rental or rentals and upon such other terms and conditions as Landlord in its sole discretion may deem Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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advisable, with the right to make alterations and repairs to the Premises. In the event that Landlord shall elect so to relet, then rent received by Landlord from such reletting shall be applied first, to the payment of any indebtedness, other than Rent due hereunder, owed by Tenant to Landlord; second, to the payment of any cost (including commissions) of such reletting; third, to the payment of the cost of any alterations and repairs to the Leased Premises; fourth, to the payment of Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Rent as the same may become due and payable hereunder. Should that portion of such rent received from such reletting during any month, which is applied to the payment of Rent hereunder, be less than the Rent payable during that month by Tenant hereunder, then Tenant shall pay such deficiency to Landlord upon demand. Tenant shall also pay to Landlord, as soon as ascertained, any and all costs and expenses incurred by Landlord in such reletting or in making such alterations and repairs not covered by the rent received from such reletting. No reentry or taking possession of the Leased Premises by Landlord pursuant to this section shall be construed as an election to terminate this Agreement unless a written notice of such intention be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction C. All Other Remedies. Pursue any other remedy now or hereafter available under the law or judicial decisions of the State of California. The expiration or termination of this Agreement and/or the termination of the Tenant’s right to possession shall not relieve Tenant from liability under any indemnity provisions of this Agreement as to matters occurring or accruing during the term hereof or by reason of Tenant’s occupancy of the Leased Premises.

3.20.2 Breach by Landlord. Tenant may terminate this Agreement upon Landlord's breach of any of its obligations under this Agreement and Landlord's failure to cure such breach within thirty (30) days after receipt of written notice from the Tenant or, if such cure cannot be completed within thirty (30) days, Landlord's failure to commence such cure within thirty (30) days after its receipt of written notice and thereafter diligently prosecute such cure to completion.

3.21 Governing Law and Venue. This Agreement shall be governed by the laws of the State of California without regard to conflicts of laws principles. This Agreement shall be deemed to have been made in the County of Riverside, California, regardless of the order of the signatures of the Parties affixed hereto. Any litigation or other legal proceedings that arise under or in connection with this Agreement shall be conducted in a federal or state court located within or for the County of Riverside, California. Tenant consents to the personal jurisdiction and venue in federal or state court located within or for the County of Riverside, California and hereby waives any defenses or objections thereto including defenses based on the doctrine of forum non conveniens.

3.22 Waiver. No delay or omission in the exercise of any right or remedy of a nondefaulting Party on any default shall impair such right or remedy or be construed as a waiver.

Landlord's consent or approval of any act by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary Landlord's consent to or approval of any subsequent act of Tenant. Any waiver by any Party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement.

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3.23 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by that Party, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.

3.24 Legal Action. In addition to any other rights or remedies, any Party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

3.25 Attorneys' Fees. If any Party commences an action against the other Party arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing Party.

3.26 Construction; References; Captions. Since the Parties or their agents have reviewed this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Tenant include all personnel, employees, agents, and subcontractors of Tenant, except as otherwise specified in this Agreement. All references to Landlord include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.

3.27 No Third-Party Beneficiaries. There are no intended third-party beneficiaries of any right or obligation assumed by the Parties.

3.28 Notice. Any notice, demand, request, consent, approval, communication either Party desires or is required to give the other Party or any other person shall be in writing and either served personally, by facsimile transmission, email, or sent by prepaid, first-class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. Notices transmitted by facsimile transmission shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient). Notices transmitted by electronic mail transmission shall be deemed delivered upon being sent, but only if no message of unavailability or undeliverability is received. If notice is deemed received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. Any notices required to be given by Landlord under this Agreement, including but not limited to those required pursuant to Section 3.20, shall be in lieu of, and not in addition to, the notices required by California’s Unlawful Detainer Statutes (Civil Code of Procedure section 1161 et seq.).

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Landlord:

Joel Belding
Economic Development Director
City of Corona
400 S. Vicentia Avenue
Corona, CA 92882
Fax: (951) 736-2297
Email: [email protected]
Tenant:
[***INSERT NAME***]
[***INSERT TITLE***]
[***INSERT TENANT NAME***]
[***INSERT ADDRESS***]
[***INSERT FAX #***]
Email: [***INSERT EMAIL***]

3.29 Integrated Agreement. This Agreement contains all of the agreements of the Parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement.

3.30 Amendment. This Agreement may be amended at any time by the mutual consent of the Parties by an instrument in writing signed by both Parties.

3.31 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.32 Exhibits. All exhibits attached hereto are hereby incorporated by reference as if fully set out in the body of this Agreement.

3.33 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder.

3.34 Authority. The persons executing this Agreement on behalf of the Parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by so executing this Agreement the Parties hereto are formally bound to the provisions of this Agreement.

3.35 Independent Representation by Counsel. The Parties represent and declare that in executing this Agreement they rely solely upon their own judgment, belief and knowledge, and the advice and recommendations of their own independently-selected counsel, concerning the nature, extent and duration of their rights and claims hereunder, and that, except as provided herein, they have not been influenced to any extent whatsoever in executing this Agreement, by any representations, statements or omissions pertaining to any of the matters herein contained by any Party or by any persons representing any Party.

3.36 Binding Effect. This Agreement shall bind and inure to the benefit of the Parties and the Landlord’s heirs, successors and assigns.

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3.37 Memorandum of Lease. The Landlord may record in the Riverside County Recorder’s Office this Agreement or a memorandum of this Agreement in a form approved by the City Attorney, which memorandum shall be lawfully executed by Tenant upon request by Landlord.
[SIGNATURES ON NEXT PAGE]
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LANDLORD’S SIGNATURE PAGE FOR

CITY OF CORONA

COMMERCIAL LEASE AGREEMENT
SOUTH MALL – THE HUB.
([***INSERT ADDRESS***] - [***INSERT NAME OF TENANT***])

CITY OF CORONA
By: __________________________________
[***INSERT NAME***]
[***INSERT TITLE***]
Attest:

By: __________________________________
Sylvia Edwards
City Clerk
Approved as to Form:

By: __________________________________
Dean Derleth
City Attorney
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TENANT’S SIGNATURE PAGE FOR

CITY OF CORONA

COMMERCIAL LEASE AGREEMENT
SOUTH MALL – THE HUB.
([***INSERT ADDRESS***] - [***INSERT NAME OF TENANT***]) [***INSERT NAME OF TENANT***]
A [***INSERT TYPEOF LEGAL ENTITY***]
By: __________________________________
Signature
__________________________________
Name (Print)
__________________________________
Title (Print)
By: __________________________________
Signature
__________________________________
Name (Print)
__________________________________
Title (Print)
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EXHIBIT “A”

MAP OF THE PROPERTY

DEPICTING LEASED PREMISES & COMMON AREAS
[SEE ATTACHED [***INSERT NUMBER***] PAGES]
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EXHIBIT “B”

RULES AND REGULATIONS
The Hub. consists of shopping, dining and other common areas. The Hub. is a privately owned property where the public is invited to enjoy its pleasant, safe, family-oriented environment for purposes of shopping, dining, and enjoying our other retail-related amenities. In order to maintain this environment, and to protect the legitimate business interests of our tenants, we request that all of our customers, tenants, vendors and guests refrain from engaging in any of the following activities:

1. Disorderly or disruptive conduct of any type.

2. Defacing, damaging, or destroying any real or personal property comprising or located within The Hub., including buildings, common area improvements, and landscaping.

3. Fighting, challenging to fight, using physical force or violence, or provoking or intimidating (or attempting to provoke or intimidate) others with threats of physical force or violence.

4. Doing any other act which could jeopardize or threaten the safety of, or result in harm to, persons or property.

5. Using, creating or expressing loud, vulgar, threatening or obscene language, music or gestures.

6. Playing musical instruments or recorded music without the express permission of The Hub..

7. Using firecrackers and other fireworks or explosives.

8. Panhandling.

9. Shoplifting.

10. Loitering.

11. Offering goods or services for sale, or otherwise conducting business, in the Common Areas.

12. Picketing, leafleting, soliciting or petitioning, unless expressly authorized by The Hub..

13. Smoking or vaping anywhere in The Hub..

14. Possessing, using or being under the influence of marijuana or any illegal or non-prescribed drug.

15. Consuming alcoholic beverages which were not purchased at The Hub. from authorized tenants and vendors.

16. Consuming alcoholic beverages in areas of The Hub. not designated for such use.

17. Failing to wear shoes.

18. Failing to wear clothing that adequately covers the body. All persons on The Hub. property must be fully clothed. Clothing that is obscene or offensive in nature or that is otherwise likely to cause a disturbance is not allowed.

19. Wearing gang-related apparel.

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20. Wearing clothing that obscures the face, unless worn for cultural, religious or medical purposes, or mandated by public health officials.

21. Doing any act which interferes with the business operations of any The Hub. tenant.

22. Unnecessarily blocking or restricting (whether alone or in a group) pedestrian traffic or free passage to store entrances, storefronts, or walkways.

23. Organizing or participating in “flash mobs” on Center property.

24. Doing any act defined by Federal, State or Local Statute or ordinance as constituting an illegal act.

25. Operating drones or other radio-controlled devices.

26. Using recreational or personal transportation devices such as bicycles, skateboards, Segway vehicles, skates, roller shoes, rollerblades, hover-boards and scooters anywhere within The Hub.

Guests are welcome to park their bicycles in the bike racks at the entrance to The Hub..

Employees may park their bicycles in the bike racks at the rear of The Hub. but must walk bicycles within The Hub.

27. Creating litter or throwing, discarding or depositing any paper, glass or other material of any kind anywhere other than in appropriate trash receptacles.

28. Possessing, wearing or carrying any firearms or other weapons (or simulated weapons) of any kind anywhere in The Hub.

29. For all persons who are under 18 years of age, violating curfew of 11:00 PM unless a parent or guardian is present, or violating any applicable school truancy laws.

30. Parking in restricted areas.

31. Due to health code restrictions, pets are not permitted within the interior or exterior of The Hub..

32. Leaving bags, backpacks, suitcases, briefcases or any large item unattended; such unattended items are subject to search, seizure, disposal and/or destruction by The Hub. or law enforcement agencies.

33. Carrying or transporting large personal items or belongings onto The Hub. which are not used (nor intended to be used) to conduct business transactions within The Hub..

34. Camping, sleeping, erecting tents, using barbeques or open fires, or otherwise engaging in any use of The Hub. property that is inconsistent with The Hub. essential nature and function as a retail shopping, dining and entertainment center.

35. Entering or remaining on Center property when The Hub. is closed. For these purposes, The Hub. shall be considered closed to all persons (other than employees of The Hub. and its tenants) beginning thirty minutes after all stores and dining establishments have closed.

36. Using The Hub. amenities and facilities in any other manner which is improper or for other than their intended purposes.

Your entry into The Hub. constitutes your consent to abide by the above rules governing conduct and your acknowledgment that you have no expectation of privacy while you are in the common areas of The Hub. such that you may be photographed and your communications may be overheard or recorded.

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Visitors who do not comply with these rules may be asked to leave and may be expelled and/or banned from The Hub. for a period of time, and a violation of any such ban may result in arrest and prosecution for criminal trespass. Tenants who do not comply with these rules may be declared to be in default of their leases.

If you have questions regarding this Code of Conduct, please contact the Management Office.

Management reserves the right to amend this Code of Conduct at any time. For further inquiry, please reach out to [email protected] or [email protected].

Thank you for both your anticipated cooperation and being a part of our community at The Hub..

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EXHIBIT “C”

SIGN CRITERIA FOR THE PROPERTY
[SEE ATTACHED [***INSERT NUMBER***] PAGES]
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EXHIBIT “D”

RESTAURANT RULES AND REGULATIONS
A. Exhaust System. Tenant shall, at its sole cost and expense, prior to the commencement of the Term and at all times thereafter during the Term, provide the necessary exhaust fans and systems, ductwork and venting to ensure that all smoke, odors, vapors and steam are exhausted from the Leased Premises. Such systems shall be, installed so as to prevent the discharge of smoke, odors, vapors and steam into the common areas of the Property or into spaces leased to others and to avoid the likelihood that such smoke, odors, vapors and steam will be directed to or carried to the common areas of the Property or into spaces leased by others. No exhaust vents, flues, pipes or other outlets shall be installed through the walls, floor or ceiling of the Leased Premises or through any portion of the Property without the written consent of Landlord as to the location, construction and appearance thereof. Landlord may require that Tenant's exhaust system(s) be connected to pipes, stacks, flues, vents or other facilities located outside the Leased Premises and intended for use by Tenant and other food preparation facilities in the Property. In such event, Tenant shall provide the necessary pipes, vents, ductwork and other facilities to connect Tenant's exhaust system thereto. Landlord shall not, by its approval of the location, construction or appearance of any of Tenant's exhaust system or facilities in the Leased Premises or elsewhere in the Property, be deemed to have represented that such systems are adequate or that the same comply with any applicable law, ordinance or regulation, nor shall such approval be deemed a waiver by Landlord of the right to require that Tenant modify such systems or facilities or add other or additional such systems or facilities in order to prevent the discharge of smoke, odors, vapors and steam into the common areas of the Property or into spaces leased to others or to avoid the likelihood that such smoke, odors, vapors and steam will be directed to or carried to the common areas of the Property or into spaces leased to others. Tenant's exhaust or venting systems shall include fire prevention and/or extinguishment facilities or systems as may be reasonably required from time to time in view of Tenant's methods and volume of cooking and other food and beverage preparation. This shall be in addition to any sprinkler or other fire protection facilities installed in the Leased Premises. Tenant shall maintain in good working order and condition and in accordance with the rules and regulations of all appropriate insurers, all fire extinguishing systems in the Leased Premises. Tenant shall regularly and adequately clean or provide for the cleaning of all exhaust and venting systems serving the Leased Premises (whether located in or outside of the Leased Premises). This cleaning shall include degreasing of all hoods, fans, vents, pipes, flues, grease traps and other areas of such systems subject to grease buildup. Tenant shall provide to Landlord, upon demand, reasonable proof that Tenant is doing such cleaning and degreasing or causing such cleaning and degreasing to be done, and all contractors used by Tenant for such cleaning must be approved by Landlord. In the event that Tenant shall refuse or fail to clean and degrease such systems or to arrange for the cleaning and degreasing of such systems, then Landlord may arrange for the cleaning and degreasing thereof, and Tenant shall pay the entire cost thereof plus an administrative charge equal to fifteen percent (15%) of the cost thereof. Landlord shall not be liable to Tenant for any loss or damage that may accrue to Tenant's stock in trade or business by reason thereof, including but not limited to any loss of revenues resulting from any required limitation or cessation of Tenant's business while such cleaning is performed or as a result thereof. Landlord's performance of such cleaning and Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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degreasing work shall not release Tenant of Tenant's obligations hereunder nor shall the same be deemed to be a waiver by Landlord of Tenant's default for the failure to perform such cleaning.

B. Insects and Vermin; Extermination. Tenant shall keep the Leased Premises free from insects, rodents and all vermin. Without limiting the generality of the foregoing, Tenant shall, at its sole cost and expense, engage professional reputable exterminators to service the Leased Premises, including but not limited to all food preparation and food storage areas, on a monthly basis (or at such greater frequency as Landlord may reasonably require) and to the extent necessary to safely keep the Leased Premises free of insects, rodents, vermin and other pests and to prevent insects, rodents, vermin and other pests from the Leased Premises infesting spaces leased to others or the common areas of the Property. Tenant shall provide to Landlord, upon demand, reasonable proof that Tenant is causing such exterminating to be regularly performed. In the event that Tenant shall refuse or fail to have such exterminating regularly performed, then Landlord may arrange for such work to be done and Tenant shall pay the entire cost thereof plus an administrative charge equal to fifteen percent (15%) of the cost thereof. Landlord shall not be liable to Tenant for any loss or damage that may accrue to Tenant's stock in trade or business by reason thereof, including but not limited to any loss of revenues resulting from any required limitation or cessation of Tenant's business while such extermination is performed or as a result thereof. Landlord's arranging for such extermination shall not release Tenant from Tenant's obligations hereunder nor shall the same be deemed to be a waiver by Landlord of Tenant's default for the failure to have such extermination performed.

C. Waste Liquids. Tenant shall, at its sole cost and expense, provide the necessary piping, connections, grease traps, catch basins and other facilities for the removal of all waste liquids from the Leased Premises in compliance with all applicable codes and ordinances of the City of Corona and other governmental authorities having jurisdiction. Landlord may require that Tenant's waste liquid removal equipment, including, but not limited to, ejector pumps. Such facilities shall be connected to the sewers and mains provided by Landlord, and they shall be constructed so as to prevent the backing up or discharge of any such waste liquids into the Leased Premises or into spaces leased to others or into the Common Areas of the Property. No pipes, connections, grease traps, catch basins or other facilities shall be installed through the walls, floor or ceiling of the Leased Premises or through any portion of the Property without the written consent of Landlord as to the location and construction thereof. Landlord may require that Tenant's facilities be connected to pipes, risers, catch basins or other facilities located outside the Leased Premises and intended for use by Tenant and other food preparation facilities in the Property. In such event, Tenant shall provide the necessary pipes, connections and other facilities to connect Tenant's facilities thereto. Landlord shall not, by its approval of the location or construction of any Tenant's waste liquid disposal facilities in the Leased Premises or elsewhere on the Property, be deemed to have represented that such facilities are adequate or that the same comply with any applicable law, ordinance or regulation, nor shall such approval be deemed a waiver by Landlord of the right to require that Tenant modify such facilities or add other or additional facilities to provide adequate waste liquid removal capacity for Tenant's use of the Leased Premises or in order to prevent the discharge of such waste liquids or odors therefrom into the Leased Premises or into spaces leased to others or into the Common Areas of the Property. Tenant shall not dispose of waste grease, oil or other materials which tend to cause clogging or blockage of pipes and drains (hereinafter collectively referred to as "grease") by pouring or permitting the same to flow into any drains or pipes. In the event that Tenant shall do so, Tenant shall reimburse Landlord for the entire Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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cost of cleaning of all drains, pipes, sewers or other waste liquid disposal facilities damaged thereby plus an administrative charge equal to fifteen percent (15%) of the cost thereof. For this purpose, the term "cleaning" shall be deemed to include the replacement of all or any portion of the waste liquid disposal facilities necessitated by Tenant's improper disposal of grease. Tenant shall regularly and adequately clean or provide for the cleaning of all grease traps, catch basins and similar facilities serving the Leased Premises (whether located in or outside of the Leased Premises). Tenant shall not use any chemicals or other cleaning methods which could damage the drainpipes or other portions of the drainage and/or sewer system in the Leased Premises or the Property or serving the Property. Tenant shall provide to Landlord, upon demand, reasonable proof that Tenant is regularly doing such cleaning or causing it to be done. In the event that Tenant shall refuse or fail to regularly clean or arrange for the regular cleaning of such facilities, then Landlord may arrange for the cleaning thereof, and Tenant shall pay the entire cost thereof plus an administrative charge equal to fifteen percent (15%) of the cost thereof. Landlord shall not be liable to Tenant for any loss or damage that may accrue to Tenant's stock in trade or business by reason thereof, including but not limited to any loss of revenues resulting from any required limitation or cessation of Tenant's business while such cleaning is performed or as a result thereof. Landlord's performance of such cleaning work shall not release Tenant from Tenant's obligations hereunder nor shall the same be deemed to be a waiver by Landlord of Tenant's default for the failure to perform such cleaning. In the event the pipes, grease traps, catch basins or other facilities used by Tenant are located outside the Leased Premises and are also used by other food preparation facilities in the Property, the cost for the cleaning thereof shall be shared between Tenant and such other users, and, in the event Landlord arranges for such cleaning, Tenant shall pay Tenant's pro rata portion of the cost thereof plus the administrative charge as set forth above.

D. Wet Garbage. Tenant shall be responsible for wrapping, covering and otherwise securing wet garbage and transporting such garbage to any wet garbage holding area designated by Landlord either before or after normal business hours of the Property (except that small quantities of garbage may be hand-carried to the garbage area in "non-rush" business hours, as reasonably determined by Landlord). Tenant shall be responsible for repairing and paying for any damage to walls or other parts of the Property caused in transporting garbage and shall promptly clean up any spilled refuse.

E. Security. Landlord may impose upon Tenant, and Tenant will observe, any necessary and reasonable additional or special security requirements established by Landlord with regard to ingress and egress to and from the Leased Premises and Property by customers and employees.

F. Gas Service. If Tenant desires to have gas service in the Leased Premises for cooking (no other use of gas being permitted in the Property) and if Landlord consents to such gas service (which consent may be withheld in Landlord's sole and absolute discretion), Tenant shall be responsible for the installation of necessary pipes and other facilities to connect the Leased Premises to the gas supply lines in the Property provided by Landlord; provided, however, that no pipes or other facilities shall be installed through the walls, floor or ceiling of the Leased Premises or through any portion of the Property without the written consent of Landlord as to the location and construction thereof. All such installations shall be in accordance with and subject to the other provisions of this Agreement. Tenant will be individually metered for all gas consumed within Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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the Leased Premises. Tenant shall pay the entire cost of such gas service and the cost of metering (including meter installation) directly to the provider thereof.

G. Deliveries. Because of the unique nature of Tenant's business, Tenant further agrees that:

1. It will not permit any deliveries of goods or merchandise at any time when Tenant's employees are not available to receive them:

2. It will not permit any goods or merchandise to remain in, on or near any doorways, loading docks, receiving areas or other portions of the Property (including, but not limited to, the retail concourse); any goods or merchandise remaining in such areas shall be deemed to be trash and may be disposed of by Landlord in such manner as Landlord may deem advisable and without liability to Tenant thereof;

3. It will require that all purveyors with whom Tenant does business adequately and securely package all goods and merchandise so as to prevent any leaking, spilling, spoilage, odors or infestation;

4. If any leaking or spilling shall occur or if any goods and merchandise shall fall out of any containers or packages, Tenant shall be responsible for and shall immediately cause the same to be cleaned and removed and restore any damage to the common areas that may result therefrom; and

5. It will immediately transfer all goods and merchandise received to the Leased Premises and properly store the same in the Leased Premises so as to retard any spoilage thereof, to prevent any odors emanating therefrom and to prevent the infestation thereof.

H. Storage of Waste. Because of the unique nature of Tenant's business, Tenant further agrees that Tenant shall store all trash and other waste within the Leased Premises in odor and vermin proof containers, such containers to be kept in temperature-controlled areas of the Leased Premises not visible to members of the public.

I. Removal of Garbage. Tenant shall be responsible, at Tenant's sole cost and expense, for daily removal from the Leased Premises and Property of all garbage and refuse generated by operation of Tenant's business, which removal shall be conducted in a clean and sanitary manner. In no event at any time shall Tenant leave or store any such refuse in the corridors of the Property or outside the Property or Leased Premises. Landlord shall have the right to specify the times and manner in which Tenant removes such garbage. If, in Landlord's sole judgment, Tenant is not adequately complying with this subsection, Landlord shall have the right, but, not the obligation, to remove such garbage and charge Tenant for any and all expenses incurred in so doing, plus an administrative charge equal to fifteen percent (15%) of the cost of the charge thereof for so doing. All contractors hired by Tenant to remove such garbage must be approved by Landlord.

J. Customer and Employee Areas. Tenant agrees to provide within the Leased Premises adequate customer waiting areas, employee changing areas, locker facilities and other special areas necessary for the proper conduct of Tenant's business. In no event shall Tenant Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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permit its employees to use any portion of the Common Areas of the Property, including but not limited to the public washrooms located therein, for the changing of clothes or for the storage of their personal effects nor shall Tenant permit its employees to loiter at the entrance to the Leased Premises or in the Common Areas of the Property.

K. Quality Standard. Tenant covenants and agrees that at all times: (i) the business to be conducted in or from the Leased Premises and the kind and quality of the food, beverages and services offered in the conduct thereof will be reputable in every respect, (ii) the sales and service methods employed in said business will be dignified and in conformity with the highest standards of practice obtaining among first-class restaurants; (iii) the business will be conducted in or from the Leased Premises and not in or from any other portion of the Property; and (iv) the appearance of the Leased Premises (including the lighting and other appurtenances thereto), the appearance and deportment of all personnel employed therein, and the appearance, number, location, nature and subject matter, of all displays and exhibits placed or installed in or about the Leased Premises, and of any sign (interior or exterior), lettering, announcement, menu or any other kinds or forms of inscriptions displayed in or about the Leased Premises will be only such as meets with Landlord's approval and, if at any time disapproved by Landlord, Tenant shall remove the basis for such disapproval in such manner and within such reasonable time as may be specified by Landlord, in a written notice by it to Tenant for such purpose. Tenant shall not install any store front, exterior decorations, projections, curtains, blinds, shades or screens (including any changes thereto) in, on or about the Leased Premises unless Landlord shall have approved Tenant's plans for any such installation or change as to quality, type, dimension, content, color, material, location, manner of installation or change. Tenant shall not do or permit any act or thing in the Leased Premises or in connection with Tenant's business or do or permit any advertising which, in the judgment of Landlord, might harm or tend to harm the business or reputation of Landlord or reflect or tend to reflect unfavorably on the Property, Landlord or other tenants, or which might confuse or mislead or tend to confuse or mislead the public as to any apparent connection or relationship between Landlord and Tenant. Tenant shall regularly clean the Leased Premises at Tenant's expense.

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EXHIBIT “E”

REQUIREMENTS FOR

ALTERATIONS AND IMPROVEMENTS BY TENANT
If Landlord shall permit Tenant to construct any Alterations in the Leased Premises or to have any work performed in the Leased Premises at any time prior to or during the Agreement Term by a contractor retained by Tenant, then Tenant shall comply with the requirements set forth herein.

All Alterations to the Leased Premises, excepting movable furniture and trade fixtures, shall, at Landlord's option, become a part of the realty and belong to Landlord.

1. Delivery of Base Building, Building Systems and Leased Premises. Landlord shall deliver to Tenant the Leased Premises in the condition specified in Section 3.9.1 of the Agreement. Landlord’s delivery of the Leased Premises to Tenant, and Tenant’s acceptance of the Leased Premises from Landlord, shall be in the Leased Premises’ then existing, “as-is” condition. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Leased Premises or its suitability for the conduct of Tenant’s business.

2. Alterations. All of the Alterations shall be constructed by Tenant in accordance with the provisions of the Agreement and the requirements set forth herein. Without limiting the generality of the foregoing, all Alterations shall be completed by no later than the Opening Deadline specified in Section 3.8.2 of the Agreement. Except as may otherwise be specified in the Agreement, Landlord shall not be required to construct any further improvements in the Leased Premises or contribute any funds for the improvement of the Leased Premises.

3. Plans and Specifications.

A. Construction Drawings. As soon as possible after Agreement execution, Tenant shall prepare and deliver to Landlord a rough sketch of the Leased Premises showing the proposed tenant improvements; the sketch need not be professionally prepared, but shall contain sufficient detail to allow Landlord to know where to install utility hook-up points for the Leased Premises. Thereafter, Tenant shall retain an architect (“Architect”) selected by Tenant but reasonably acceptable to Landlord to prepare the initial plans and working drawings relative to the Alterations. Tenant shall retain the engineering consultants designated by Landlord (“Engineers”) to prepare all engineering plans and working drawings relating to those aspects of the Alterations which will affect the structural components of any building on the Property. The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known collectively as the “Construction Drawings.” All Construction Drawings shall comply with the drawing format and specifications determined by Landlord, and shall be subject to Landlord’s approval. Tenant and Architect shall verify, in the field, the dimensions and condition of the Leased Premises; Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord’s review of the Construction Drawings as set forth in this Section 3 shall be for its sole purpose and shall not imply that Landlord, in its proprietary Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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capacity, will or is obligated to review the Construction Drawings for quality, design, compliance with the City of Corona Building Code and/or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings. Any waivers by Tenant of Landlord’s liability which may be set forth in the Agreement shall specifically apply to the Construction Drawings.

B. Final Space Plan. Tenant shall supply Landlord with four (4) copies signed by Tenant of its final space plan (“Final Space Plan”) for the Leased Premises before any architectural working drawings or engineering drawings have been commenced. The Final Space Plan shall be based on the floor plan depicting the Leased Premises attached provided by Landlord, and shall include a layout and designation of all rooms and other partitioning, their intended use, and equipment to be contained therein. Landlord may request clarification or more specific drawings for special use items not included in the Final Space Plan. Landlord shall advise Tenant within five (5) business days after Landlord’s receipt of the Final Space Plan for the Leased Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall promptly cause the Final Space Plan to be revised to correct any deficiencies or other matters Landlord may reasonably require.

C. Final Working Drawings. After the Final Space Plan has been approved by Landlord, Tenant shall supply the Engineers with a complete listing of standard and nonstandard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the Leased Premises, to enable the Engineers and the Architect to complete the Final Working Drawings (as that term is defined below) in the manner as set forth below. Upon the approval of the Final Space Plan by Landlord and Tenant, Tenant shall promptly cause the Architect and the Engineers to complete the architectural and engineering drawings for the Leased Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, “Final Working Drawings”) and shall submit the same to Landlord for Landlord’s approval. Tenant shall supply Landlord with four (4) copies signed by Tenant of such Final Working Drawings. Landlord shall advise Tenant within ten (10) business days after Landlord’s receipt of the Final Working Drawings for the Leased Premises if the same is unsatisfactory or incomplete in any respect. If Tenant is so advised, Tenant shall immediately revise the Final Working Drawings in accordance with such review and any disapproval of Landlord in connection therewith.

D. Approved Working Drawings. The Final Working Drawings shall be approved by Landlord (“Approved Working Drawings”) prior to the commencement of construction of the Leased Premises by Tenant. After approval by Landlord of the Final Working Drawings, Tenant may submit the same to the City of Corona, in its regulatory capacity for all applicable building permits. Tenant hereby agrees that neither Landlord nor Landlord’s consultants shall be responsible for obtaining any building permit or certificate of occupancy for the Leased Premises and that obtaining the same shall be Tenant’s responsibility; provided, however, that Landlord shall cooperate with Tenant in executing permit applications and performing other Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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ministerial acts reasonably necessary to enable Tenant to obtain any such permit or certificate of occupancy. No changes, modifications or alterations in the Approved Working Drawings may be made without the prior written consent of Landlord, which consent may not be unreasonably withheld.

E. Signage. All signs shown in any Final Space Plan, Final Working Drawings, Approved Working Drawings or other Construction Drawings must comply with the requirements of Landlord’s signage criteria attached as Exhibit “C” to the Agreement.

4. Construction of the Alterations.

A. Selection and Qualifications of General Contractor. A general contractor (“Contractor”) shall be retained by Tenant to construct the Alterations. Tenant shall select the Contractor, subject to Landlord’s reasonable approval. Any Contractor proposed by Tenant must be bondable, must contain the appropriate Class A (general engineering contractor), Class B (general building contractor) or Class C (specialty contractor) license needed to perform the work in question, and in Landlords’ opinion must be capable of performing quality workmanship. The parties agree that it shall not be unreasonable for Landlord to withhold its consent to any Contractor if the Contractor (i) does not have trade references reasonably acceptable to Landlord, (ii) does not maintain insurance as required pursuant to the terms of the Agreement, (iii) does not have the ability to be bonded for the work in an amount of no less than 150% of the total estimated cost of the Alterations, (iv) does not provide current financial statements reasonably acceptable to Landlord, or (v) is not licensed as required above. Tenant acknowledges the foregoing is not intended to be an exclusive list of the reasons why Landlord may reasonably withhold its consent to a proposed Contractor.

B. Selection of Subcontractors (Tenant’s Agents). All subcontractors, laborers, materialmen, and suppliers used by Tenant (who, together with the Contractor, are collectively referred to herein as “Tenant’s Agents”) must be approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed. If Landlord does not approve any of Tenant’s proposed subcontractors, laborers, materialmen or suppliers, Tenant shall submit other proposed subcontractors, laborers, materialmen or suppliers for Landlord’s written approval.

Notwithstanding the foregoing, Tenant shall retain subcontractors designated by Landlord in connection with any structural, mechanical, electrical, plumbing or heating, air–conditioning or ventilation work to be performed in the Leased Premises.

C. Construction Contract. Prior to Tenant’s execution of the construction contract and general conditions with Contractor (“Contract”), Tenant shall submit the Contract to Landlord for its approval, which approval shall not be unreasonably withheld or delayed.

D. Cost Budget. Prior to the commencement of the construction of the Alterations, and after Tenant has accepted all bids for the Alterations, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred in connection with the design and construction of the Alterations to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the amount of the Contract ( “Final Costs”).

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E. Landlord’s General Conditions for Tenant’s Agents. Tenant’s and Tenant’s Agent’s construction of the Alterations shall comply with the following: (i) the Alterations shall be constructed in strict accordance with the Approved Working Drawings; (ii) Tenant’s Agents shall submit schedules of all work relating to the Tenant’s Improvements to Contractor and Contractor shall, within five (5) business days of receipt thereof, inform Tenant’s Agents of any changes which are necessary thereto, and Tenant’s Agents shall adhere to such corrected schedule; and (iii) Tenant shall abide by all rules made by Landlord’s Building manager with respect to the use of freight, loading dock and service elevators, storage of materials, fire protection, coordination of work with the contractors of other tenants, and any other matter in connection with this Tenant Work Letter, including, without limitation, the construction of the Alterations.

F. Governmental Compliance. The Alterations shall comply in all respects with the following: (i) the City of Corona Building Code and all other state, federal, regional, county and city laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer’s specifications.

G. Hazardous Substances. Without limiting the generality of anything else set forth herein, (i) Tenant and Tenant’s Agents shall comply with the provisions of Section 3.8.8 of the Agreement in connection with the construction of the Alterations, and (ii) Tenant’s obligation to indemnify Landlord pursuant to Section 3.12 of the Agreement shall also apply to Tenant with respect to Hazardous Substances liability arising in connection with construction of the Alterations.

H. Storage. Without limiting the generality of Section F(5) above, construction equipment, materials and debris are to be kept within the Leased Premises. No combustible materials may be stored in the Leased Premises. Nothing may be stored in the Common Areas. Combustible enclosures for contractors’ tools and storage are not permitted.

I. Minimization of Disruption / Hours of Construction. Tenant shall coordinate performance of the Alterations with other construction work (if any) being performed on the Property. Tenant and Tenant’s contractors shall take all reasonable precautionary steps to minimize dust, noise and construction traffic. Tenant shall not permit noise from construction of the Alterations to unreasonably disturb other tenants of the Property. Unless otherwise approved in writing by Landlord, all work shall be performed between the hours of 8:00 a.m. and 5:00 p.m.

Monday through Friday, and no work shall be performed on Saturday or Sunday.

J. Temporary Utilities. If necessary, Tenant will arrange for and provide at Tenant’s expense temporary electrical power, water, heat, air conditioning and lighting for the Leased Premises during the construction of the Alterations.

K. Cleanliness of Work Site. All areas in which the Tenant’s Agents work must be kept clean by Tenant or Tenant’s Agents. This includes dusting of all window sills and light diffusers and the cleaning of cabinets and sinks. During construction of the Alterations, Tenant shall be responsible for trash removal, at Tenant’s sole cost and expense, and shall furnish Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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a dumpster for said purpose, which shall be located in a location designated by Landlord and which shall be emptied on a regular basis as necessary to prevent same from overflowing or creating objectionable odors. Tenant shall not dispose of Hazardous Substances in any such dumpster. In no event are Tenant or Tenant’s Agents permitted to use the Property’s dumpsters for the disposal of construction debris or related trash. Tenant shall not permit trash to accumulate within the Leased Premises or in the Common Areas.

L. Delivery of Materials and Equipment. Delivery and loading of equipment and materials shall be done at such locations through such portions of the Property, at such times as Landlord shall reasonably direct. All heavy equipment and furnishings must be transported on rubber wheeled carts/dollies, which shall be appropriate to the weight limitations involved. The cost to repair any damage caused by Tenant’s Agents shall be payable by Tenant upon demand as additional Rent.

M. Parking. All construction-related vehicles shall be clearly marked with the Contractor and Tenant names and shall be parked in areas assigned by Landlord except when loading or unloading. No vehicle will be allowed to park on any sidewalk, obstruct access to any entrance, or use any curb area deemed to be a fire lane. Violations of any rules by vehicles of Tenant’s Agents will be cause for towing of the vehicle at the owner’s expense, and may include fines assessed by the local Police Department. Further notice will not be given or required.

N. Roof. All work affecting or pertaining to the Leased Premises’s roof, including roof penetration and installation of structural supports, curbing and flashing on or to the roof, shall be subject to Landlord’s prior written consent and, if consented to, shall be performed only in the manner specifically approved by Landlord. All such approved work (including repair or maintenance of such work) shall at Landlord’s option be performed by Landlord’s designated roofing contractor at Tenant’s expense, and be payable by Tenant upon demand as Additional Rent.

O. Security. Tenant and Tenant’s Agents are solely responsible for the security of their property and the job site.

P. Welding or Torch Cutting. Any welding or torch cutting must have prior Landlord approval. Two fire extinguishers must be in close proximity to the welding site and the local Fire Department must approve the welding procedures prior to the commencement of any work.

Q. HVAC. If requested by Landlord, Tenant shall have a certified air balancing contractor test the completed HVAC system and verify its operation according to Landlord’s specifications.

R. Labor Harmony. Tenant shall cause all of Tenant’s Agents to conduct their activities in and around the Leased Premises and the Property in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Leased Premises and the Property, and, if necessary, Tenant shall employ (and cause the Contractor to employ) union labor to achieve such harmonious relations.

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S. Inspection by Landlord. Landlord shall have the right to inspect the Alterations at all times, provided however, that Landlord’s failure to inspect the Alterations shall in no event constitute a waiver of any of Landlord’s rights hereunder nor shall Landlord’s inspection of the Alterations constitute Landlord’s approval of the same. Should Landlord disapprove any portion of the Alterations, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any defects or deviations in, and/or disapproval by Landlord of, the Alterations shall be rectified by Tenant at no expense to Landlord.

If Landlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Alterations, and if such defect, deviation or matter might adversely affect any building systems, the structural components of the Leased Premises, the exterior appearance of the Leased Premises or any other tenant’s use of the portion of the Property leased by such other tenant, then Landlord may take such action as Landlord deems necessary, at Tenant’s expense and without incurring any liability on Landlord’s part, to correct any such defect, deviation and/or matter. Such action by Landlord may include, without limitation, (i) ordering a halt to construction of the Alterations until the defect, deviation and/or matter is corrected to Landlord’s satisfaction, and/or (ii) requiring the Contractor or any of the other Tenant’s Agents to remove themselves, their equipment and their employees form the Property.

T. Meetings. Commencing upon Tenant’s hiring of the Architect, Tenant shall hold weekly meetings at a reasonable time, with the Architect and (once the Contractor has been hired) the Contractor regarding the progress of the preparation of Construction Drawings and the construction of the Alterations, which meetings shall be held at a location designated by Landlord, and Landlord and/or its agents shall receive prior notice of, and shall have the right to attend, all such meetings, and, upon Landlord’s request, certain of Tenant’s Agents shall attend such meetings. In addition, minutes shall be taken at all such meetings, a copy of which minutes shall be promptly delivered to Landlord.

5. Coordination Fee. If requested by Landlord, Tenant shall pay a logistical coordination fee (“Coordination Fee”) to Landlord in an amount equal to the product of (i) five percent (5%) and (ii) the sum of amounts expended by Tenant in connection with the design and construction of the Alterations, which Coordination Fee shall be for services relating to the coordination of the construction of the Alterations.

6. Indemnification. Tenant’s obligation to indemnify Landlord pursuant to Section 3.12 of the Agreement shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to any act or omission of Tenant or Tenant’s Agents, or anyone directly or indirectly employed by any of them, or in connection with Tenant’s non– payment of any amount arising out of the Alterations and/or Tenant’s disapproval of all or any portion of any request for payment. Said obligation to indemnify shall also apply with respect to any and all costs, losses, damages, injuries and liabilities related in any way to Landlord’s performance of any ministerial acts reasonably necessary (i) to permit Tenant to complete the Alterations, and (ii) to enable Tenant to obtain any building permit or certificate of occupancy for the Leased Premises.

7. Guaranty by Tenant’s Agents. Each of Tenant’s Agents shall guarantee to Tenant, for the benefit of Landlord and Tenant, that the portion of the Alterations of which it is responsible shall be free from any defects in workmanship and materials for a period of not less Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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than one (1) year from the date of completion thereof. Each of Tenant’s Agents shall be responsible for the replacement or repair, without additional charge, of all work done or furnished in accordance with its contract that shall become defective within one (1) year after the later to occur of (i) completion of the work performed by such contractor or subcontractors and (ii) the Rent Commencement Date specified in Section 3.3.1(B) of the Agreement. The correction of such work shall include, without additional charge, all additional expenses and damages incurred in connection with such removal or replacement of all or any part of the Alterations, and/or the Building and/or common areas that may be damaged or disturbed thereby. All such warranties or guarantees as to materials or workmanship of or with respect to the Alterations shall be contained in the Contract or subcontract and shall be written such that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests may appear, and can be directly enforced by either. Tenant covenants to give to Landlord any assignment or other assurances which may be necessary to effect such right of direct enforcement.

8. Insurance Requirements.

A. General Coverages. All of Tenant’s Agents shall carry worker’s compensation insurance covering all of their respective employees, and shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by Tenant as set forth in Section 3.13 of the Agreement.

B. Additional Coverages. Contractor shall carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of the Alterations, and such other insurance as Landlord may require. Immediately upon completion of the Alterations, the Alterations shall be insured by Tenant pursuant to Section 3.13 of the Agreement. Such insurance shall be in amounts and shall include such extended coverage endorsements as may be reasonably required by Landlord including, but not limited to, the requirement that all of Tenant’s Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per incident, $5,000,000 in aggregate, and in a form and with companies as are required to be carried by Tenant as set forth in Section 3.13 of the Agreement.

C. General Terms. Certificates for all insurance carried pursuant to this Section 8 shall be delivered to Landlord before the commencement of construction of the Alterations and before the Contractor’s equipment is moved onto the site. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days’ prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In the event that the Alterations are damaged by any cause during the course of the construction thereof, Tenant shall immediately repair the same at Tenant’s sole cost and expense. Tenant’s Agents shall maintain all of the foregoing insurance coverage in force until the Alterations are fully completed and accepted by Landlord, except for any Products and Completed Operation Coverage insurance required by Landlord, which is to be maintained for ten (10) years following completion of the work and acceptance by Landlord and Tenant. All policies carried under this Section 8 shall insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant’s Agents. All insurance, except Workers’ Compensation, maintained by Tenant’s Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the Landlord and Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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that any other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder. The requirements for the foregoing insurance shall not derogate from the indemnification provisions set forth in Section 6 above. Landlord may, in its discretion, require Tenant to obtain a lien and completion bond or some alternate form of security satisfactory to Landlord in an amount sufficient to ensure the lien–free completion of the Alterations and naming Landlord as a co–obligee.

9. Notice of Completion. Within ten (10) days after completion of construction of the Alterations, Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of Orange County, California in accordance with Section 8182 of the Civil Code of the State of California or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant’s agent for such purpose, at Tenant’s sole cost and expense.

10. Lien Waivers from Tenant’s Agents. During the course of construction of the Alterations and Tenant’s payment of the Contractor therefore, Tenant shall obtain from Contractor conditional and unconditional waivers and releases for Contractor and the other Tenant’s Agents in the forms required by Civil Code sections 8132, 8134, 8136 and 8138 (or any successor statutes) and promptly deliver copies of same to Landlord.

11. Copy of Record Set of Plans. At the conclusion of construction of the Alterations, Tenant shall cause the Architect and Contractor to (i) update the Approved Working Drawings as necessary to reflect all changes made to the Approved Working Drawings during the course of construction, (ii) certify to the best of their knowledge that the “record–set” of mylar as–built drawings are true and correct, which certification shall survive the expiration or termination of the Agreement, and (iii) deliver to Landlord two (2) sets of physical copies of such record set of drawings, together with an electronic set in the format specified by Landlord, within ninety (90) days following issuance of a certificate of occupancy for the Leased Premises.

12. Warranties, Guaranties and Operating Manuals. At the conclusion of construction of the Alterations, Tenant shall also deliver to Landlord a copy of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Leased Premises.

13. Miscellaneous.

1. Tenant’s Representative. Tenant shall notify Landlord, in writing, of the name, address and telephone number of the person who is to be Tenant’s sole representative with respect to the construction of the Alterations, who shall have full authority and responsibility to act on behalf of the Tenant.

2. Landlord’s Representative. Landlord shall notify Tenant, in writing, of the name, address and telephone number of the person who is to be Landlord’s sole representative with respect to the construction of the Alterations, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord.

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to a number of days shall mean and refer to calendar days. If any item requiring approval is timely disapproved by Landlord, the procedure for preparation of the document and approval thereof shall be repeated until the document is approved by Landlord.

4. Tenant’s Default. Notwithstanding any provision to the contrary contained in this Agreement, if a default under the Agreement or under the requirements herein pertaining to the Alterations has occurred at any time on or before the substantial completion of the Alterations, then (i) in addition to all other rights and remedies granted to Landlord pursuant to this Agreement, Landlord shall have the right to cause Contractor to cease construction (in which case Tenant shall be responsible for any delay in the substantial completion of the Alterations caused by such work stoppage), and (ii) all other obligations of Landlord hereunder shall be forgiven until such time as such default is cured pursuant to the terms of this Agreement (in which case Tenant shall be responsible for any delay in the substantial completion of the Alterations caused by such inaction by Landlord).

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EXHIBIT “F”
MENU
[SEE ATTACHED [***INSERT NUMBER***] PAGES]
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EXHIBIT “G”

FORM OF GUARANTY
Form of Lease Guaranty
THIS GUARANTY OF LEASE (“Guaranty”) is entered as of [***INSERT DATE***], by [***INSERT NAME***] (the “Guarantor”).

RECITALS
A. A Commercial Lease Agreement dated [***INSERT DATE***] (the “Lease”) has been, or will be, executed by and between the City of Corona a California municipal corporation (“Landlord”), and [***INSERT NAME***] (“Tenant”), pursuant to which Tenant leased from Landlord Suite [***INSERT SUITE NUMBER***] within that certain commercial real property commonly referred to as The Hub. and located at [***INSERT ADDRESS***] in the City of Corona, County of Riverside, State of California (the “Leased Premises”). Except where otherwise provided in this Guaranty, all capitalized terms used herein shall have the meanings ascribed to them in the Lease.

B. Landlord is requiring as a condition to its execution of the Lease that the Guarantor guarantee the full performance of the obligations of Tenant thereunder.

C. Guarantor acknowledges that it will receive a direct or indirect financial benefit from the Lease and is therefore desirous that Landlord enter into the Lease with Tenant.

NOW, THEREFORE, with reference to the foregoing Recitals and in consideration of the execution of the Lease by Landlord and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows:

1. Guaranty of Tenant’s Payment and Performance. Guarantor unconditionally and irrevocably guarantees to Landlord the full, prompt and complete performance of each and all of the terms, covenants and conditions of the Lease (including any amendments thereto) required to be performed by Tenant thereunder, including, but not limited to, the due and punctual payment of all Base Rent, Percentage Rent, Tenant’s Share of Operating Expenses, promotional assessments and charges, additional rent, and any and all other charges or sums, or any portions thereof, to accrue or become due from Tenant to Landlord during the term of the Lease (“Guaranteed Sums”).

2. Tenant’s Failure to Perform. If Tenant fails to pay any Guaranteed Sums when due under the Lease, then, within ten (10) days following written notice to Guarantor by Landlord, Guarantor shall pay to Landlord or Landlord’s designated agent, by wire funds or cashier’s check, any such Guaranteed Sums.

3. Other Lease Provisions. If Tenant fails to perform any covenants, terms or conditions of the Lease as required to be performed (other than as provided for in Sections 1 & 2 above), then upon written notice to Guarantor by Landlord, Guarantor shall commence and complete performance of the conditions, covenants and terms within five (5) business days after the date of Landlord’s notice to Guarantor of such failure by Tenant to so perform; provided, however, that in the event the performance by Guarantor cannot reasonably be completed within five (5) business days, Guarantor shall commence Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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performance within that time and diligently pursue the same to completion within a reasonable period of time.

4. Additional Damages and Interest. In addition to the payment of Guaranteed Sums and the performance of any and all other provisions, conditions and terms of the Lease which may be required of Guarantor by reason of Tenant’s failure to perform, Guarantor agrees to pay to Landlord any and all incidental damages and expenses incurred by Landlord as a direct and proximate result of Tenant’s failure to perform, which expenses shall include, without limitation, attorneys’ fees and costs.

5. Enforcement by Landlord. The liability of Guarantor under this Guaranty is an absolute and unconditional guaranty of payment and of performance and not of collectability. This Guaranty shall be enforceable against Guarantor, its successors and assigns, without the necessity for any suit or proceeding on Landlord’s part of any kind or nature whatsoever against Tenant or otherwise with respect to the Lease, and without the necessity of any notice of nonpayment, nonperformance or nonobservance or of any notice of acceptance of this Guaranty or of any other notice or demand to which Guarantor might otherwise be entitled, all of which Guarantor hereby expressly waives. Separate action or actions may be brought and prosecuted against the Guarantor whether action is brought and prosecuted against Tenant or any successor or assignee of Tenant or any other guarantor, or whether Tenant, or any successor or assignee or any other guarantor be joined in any such action or actions. Guarantor may be joined in any action with any of the foregoing parties. Guarantor further agrees that Landlord may enforce this Guaranty without the necessity of resorting to or exhausting any security or collateral and without the necessity of proceeding against any other guarantor. The validity of this Guaranty and the obligations of Guarantor hereunder shall in no manner be terminated, affected or impaired by reason of the assertion or failure to assert by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease, at law or in equity, and the exercise or non-exercise by Landlord of any such rights or remedies shall not constitute a legal or equitable discharge of Guarantor.

6. Guarantor’s Waivers. Guarantor hereby waives, to the extent permitted by law: (a) all notices and presentments to Guarantor, to Tenant or to any other person, including, but not limited to, notices of the acceptance of this Guaranty, notices of protest, non-performance or dishonor or of default in the payment of the Guaranteed Sums (or any portion thereof), and enforcement of any right or remedy with respect thereto or notice of any other matters relating thereto; (b) any statute of limitations affecting Guarantor’s liability hereunder or the enforcement thereof; (c) all defenses based upon any disability of Tenant and any and all other waivable defenses; (d) any and all right to participate in any Security Deposit held by Landlord now or in the future; (e) the right to require Landlord to pursue any other remedy in Landlord’s power whatsoever; (f) all principles or provisions of law which conflict with the terms of this Guaranty. Guarantor further agrees that Landlord may enforce this Guaranty upon the occurrence of any default under the Lease, notwithstanding the existence of any dispute between Landlord and Tenant with respect to the existence of the default or payment of the Guaranteed Sums (or any portion thereof) or any counterclaim, set-off or other claim which Tenant may allege against Landlord with respect thereto.

Moreover, Guarantor agrees that its obligations shall not be affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety.

7. Continuing Guaranty. This Guaranty shall be a continuing guaranty, and the liabilities and obligations of Guarantor hereunder shall be absolute and unconditional. Guarantor authorizes Landlord, without notice or demand, from time to time, in its absolute discretion, and without prejudice to or in any way affecting, limiting or lessening the liability or the Guarantor hereunder, to (a) modify, amend, supplement or renew said Lease even where such action shall increase the liability of Guarantor hereunder; (b) compromise, grant extensions of time or other indulgences, accelerate, modify, discharge, release any party or parties, or otherwise change the time for payment of any rents or other sum due by the terms of said Lease, or any of the other obligations of Tenant as provided therein; (c) take and hold security for the Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

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performance of said Lease or this Guaranty, and exchange, enforce, waive and release any such security; and (d) apply such security and direct the order or manner of sale thereof as Landlord in its discretion may determine. This Guaranty shall not be released, discharged or in any way affected by: (i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding related to Tenant or Tenant’s assets; (ii) any limitation on the liability or obligation of Tenant under the Lease or its estate in bankruptcy or of any remedy for the enforcement thereof, resulting from the operation of any present or future provision of the Bankruptcy Code or other statute, whether State or Federal, or from the decision of any court: or (iii) any transfer by Tenant or any assignment of Tenant’s interest under the Lease, whether or not Guarantor has notice or knowledge of any of the foregoing.

8. No Subrogation. Guarantor agrees that until such time as all of Tenant’s obligations to Landlord have been fully paid and discharged, no payment by Guarantor pursuant to any provision hereof shall entitle Guarantor, by subrogation or otherwise, to the rights of Landlord under the Lease to any payment by Tenant or to any of the property of Tenant. Guarantor further agrees that, to the extent the waiver of its right of subrogation as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantor may have against Tenant shall be junior and subordinate to any right Landlord may have against Tenant.

9. Notices to Guarantor. All notices, requests and demands to be made hereunder to Guarantor shall be made in writing and may be either delivered personally or sent by prepaid or certified mail, or by reputable overnight courier, to the Guarantor at the address set forth below, and if personally delivered, shall be deemed to have been given upon receipt, and if so mailed, shall be deemed to have been given three (3) days following the date upon which it was deposited in the mail, and if sent by overnight courier, shall be deemed to have been given the next business day after timely deposit with such courier.

The following address of the Guarantor for the purposes hereof may be changed from time to time by the Guarantor by written notice delivered to Landlord in the manner provided for the giving of notices to Landlord in the Lease. The said address for notices to Guarantor is as follows:
___________________
___________________
___________________

10. Partial Payments. Guarantor’s payment of a portion, but not all, of the Guaranteed Sums shall in no way limit, affect, modify or abridge Guarantor liability for that portion of the Guaranteed Sums which is not paid. Without limiting the generality of the foregoing, if Landlord is awarded a judgment in any suit brought to enforce Guarantor covenant to pay a portion of the Guaranteed Sums, such judgment shall not be deemed to release Guarantor from its covenant to pay any portion of the Guaranteed Sums which is not the subject of such suit.

11. No Benefit to Third Parties. This Guaranty is solely for the benefit of Landlord and is not intended to nor shall it be deemed to be for the benefit of any third party, including Tenant.

12. Successors and Assigns. This Guaranty shall be binding upon Guarantor, its successors and assigns and shall inure to the benefit of and shall be enforceable by Landlord, its successors and assigns.

This Guaranty may be assigned in whole or in part by Landlord upon written notice to Guarantor, and upon any transfer or sale of the real property subject to the Lease, or the assignment of the Lease or upon the transfer of said Lease by will or inheritance or otherwise by law, this Guaranty shall pass to and may be enforced by any such transferee, it being the intention of Landlord that this Guaranty has a marked effect on the future value of said Lease.

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13. Attorneys’ Fees. If either party brings suit against the other with respect to this Guaranty, then all costs and expenses, including without limitation actual professional fees and costs such as appraisers’ accountants’ experts’, and attorneys’ fees and costs, incurred by the prevailing party (whether that party prevails by final judgment or out-of-court settlement) shall be paid by the losing party. The losing party’s obligation shall be deemed to have accrued on the date of the commencement of such actions (but shall include all related fees and expenses incurred prior to such commencement) and shall be enforceable whether or not the action is prosecuted to judgment. As used herein, the term “attorneys’ fees and costs” shall include, without limitation, attorneys’ fees, arbitrators’ fees, witness fees, court and arbitration costs, and expenses incurred in connection with any (a) bankruptcy litigation, (b) contempt proceedings, (c) debtor and third-party examinations, (d) discovery, (e) garnishment and levy proceedings, (f) prejudgment and post-judgment motions, and (g) trial preparation and presentation. As used herein, the term “prevailing party” shall include, without limitation, (h) any party against whom a cause of action, complaint, cross-complaint, counter-claim, cross-claim or third-party complaint is voluntarily dismissed, with or without prejudice, where that party has paid no consideration for the dismissal or where the dismissing party did not obtain the relief it sought, (i) a party who dismisses an action in exchange for sums allegedly due, (j) the party who receives performance from the other party for an alleged breach of contract or a desired remedy where the performance is substantially equal to the relief sought in an action, (k) the party who receives any award for relief through arbitration, or (l) the party determined to be the prevailing party by a court of law.

14. Governing Law. This Guaranty shall be governed by and construed in accordance with the laws of the State of California. This Guaranty is entered into in Riverside County, California. Guarantor and Landlord each acknowledge and consent to the personal jurisdiction of the State and Federal courts in the State of California and each such court’s personal jurisdiction over it and any dispute or claim. The State of California shall be the sole and exclusive form for all disputes of any nature arising out of or in connection with this Guaranty, including those based on contract, tort, statute or otherwise. All such disputes must be filed only in the Superior Court or Federal District Court in Riverside County, California, which court shall be the sole and exclusive venue for all such matters.

15. Invalidity. Every provision of this Guaranty is intended to be severable. In the event any term or provision herein is declared to be illegal, invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain in full force and effect. The invalidity of this Guaranty, in whole or in part, as to any Guarantor shall not affect the validity of this Guaranty as to the other Guarantor.

16. Modification of Guaranty. This Guaranty constitutes the full and complete agreement between the parties hereto and it is understood and agreed that the provisions hereof may only be modified by a writing executed by both parties hereto.

17. Miscellaneous Rules of Construction. Whenever the singular or masculine or neuter is used in this Guaranty, the same shall be construed to mean the plural, feminine or body corporate where the context of this Guaranty or the parties hereto may so require. The locative adverbs “herein”, “hereunder”, “hereto”, “hereby”, “hereafter”, etc., whenever the same shall appear in this Guaranty, shall mean and refer to this Guaranty in its entirety and not to any specific Section or other part thereof. In addition, any captions or headings used in this Guaranty are for reference purposes only and are in no way to be construed as part of this Guaranty. The Recitals set forth at the beginning of his Guaranty are incorporated herein.

18. Joint and Several Obligation. The obligations of the persons or parties comprising Guarantor shall be joint and several.

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19. Estoppel Certificate. Within ten (10) days after request therefore by Landlord, or in the event that upon any sale, assignment or hypothecation of the Leased Premises or the land thereunder by Landlord, an estoppel certificate and/or financial statement shall be requested of Guarantor, Guarantor agrees to deliver such financial statements and to deliver such estoppel certificate (in recordable form if required by Landlord) addressed to any such proposed mortgagee or purchaser or to the Landlord certifying the requested information, including, among other things, that this Guaranty is in full force and effect (if such be the case) and that there are no claims or offsets against Landlord, or noting such as may actually exist. Guarantor shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement.

20. Recourse to Separate Property. All married persons who sign as one of the Guarantor hereby expressly agree recourse may be had against his or her separate property for all obligations under this Guaranty.

21. Duration of Guaranty. At such time as the Lease has expired or otherwise been terminated and the entire unpaid balance of the Guaranteed Sums for the term of the Lease (including any portion of the term remaining unexpired at the time the Lease is terminated), together with all interest accrued thereon and additional damages and interest accrued pursuant to Section 4 of this Guaranty, is paid in full and all other obligations of Tenant under the Lease are fully performed and satisfied, then Guarantor shall be released from all duties and responsibilities as set forth in this Guaranty.

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the day and year first above written.

GUARANTOR:
_______________________
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EXHIBIT “I”

ASBESTOS REPORT
[SEE ATTACHED [***INSERT NUMBER***] PAGES]
Docusign Envelope ID: 321282E5-FAF8-891C-81CD-5CC8DA3528E0

DATE: 08/05/2026
TO: Honorable Mayor and City Council Members
FROM: Police Department
2026-264

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

ESTABLISH PUBLIC SAFETY TECHNOLOGY OPERATING AND MAINTENANCE PROJECT USING REMAINING FUNDS FROM EMERGENCY 911 PHONE SYSTEM

REPLACEMENT CAPITAL IMPROVEMENT PROJECT
EXECUTIVE SUMMARY:

This staff report asks the City Council to approve the reallocation of $494,372 from the Emergency 911 Phone System Replacement, Capital Improvement Project No.

TC‑ 2016‑ 01 to a newly established Public Safety Technology Operating and Maintenance Project, while retaining $166,560 within TC‑ 2016‑ 01 to cover ongoing contractual obligations.

RECOMMENDED ACTION:

That the City Council approve the reallocation of $494,372 from the Emergency 911 Phone System Replacement, Capital Improvement Project No. TC-2016-01 to a newly created Operating and Maintenance Project, titled Public Safety Technology within the General Fund (FD_1110) and Measure X Fund (FD_1120).

BACKGROUND & HISTORY:

The City of Corona has a longstanding commitment to maintaining robust public safety communications and technology infrastructure to support emergency response, law enforcement, and community services. Historically, the City has utilized a dedicated

Emergency 911 Phone System Replacement Capital Improvement Project (CIP) to supplement the replacement and maintenance of its 911 phone system and related dispatch technology. The original intent of the 911 Phone System Replacement CIP was to supplement state funding so the City’s Public Safety Answering Point (PSAP) could reliably receive and process emergency calls, in compliance with state and federal requirements for emergency communications systems. Over time, this project has supported the acquisition of new equipment, system upgrades, and ongoing maintenance to keep pace with evolving technology standards and operational needs within the Police Department and other public safety agencies.

Over the past several years, the funding and management framework of California’s 911 system has undergone notable changes. The California Office of Emergency Services (CalOES) has led a statewide effort to transition from legacy analog systems to Next Generation 911 (NG-911), adopting digital, IP-based platforms. This initiative aims to improve interoperability, optimize call routing, and introduce advanced features such as text-to-911 and multimedia communication capabilities. Within this program, CalOES and its contracted vendors oversee the funding, maintenance, and modernization of local 911 systems, using revenues from the State Emergency Telephone Number Account (SETNA) along with other state resources. Their responsibilities include reimbursing vendors for eligible maintenance expenses and establishing extended maintenance agreements throughout the transition phase.

CalOES has temporarily suspended the NG‑ 911 transition process to facilitate the selection of a single vendor. Upon resumption, the chosen vendor will be funded by state resources and tasked with providing all necessary equipment and labor for the NG-911 project. Local PSAPs will remain responsible for maintaining local infrastructure, including cabling and equipment rooms.

ANALYSIS:

Because of the changes by CalOES to NG911, Capital Improvement Project No.

TC‑ 2016‑ 01 is no longer be required. Reallocating the project’s remaining balance is to a new Public Safety Technology Operating and Maintenance Project will help the Corona Police Department enhance responsiveness and efficiency. Investing in updated technology for dispatch, records management, and AI tools aims to boost officer response times, data accuracy, and public safety.

These funds will be used to modernize law enforcement and communication infrastructure and improve services for residents. The project will support technology enhancements— including expanded community access, improved workflows, reduced administrative burden, and better data management. Projects may involve new digital platforms, the integration of AI solutions for reporting, and upgraded communication systems, further strengthening efficiency and promoting accountable public safety. This project allows for flexible adoption of innovative technologies and strategic resource utilization as operational needs change.

This action directly supports the City of Corona's Strategic Plan 2021–2026, Goal 4: Safe Community, which carries the overarching mission to "protect our quality of life by ensuring the community is safe and clean." Under this goal, the City identified improving public safety services and emergency response, specifically, improving response times as a primary objective. One key approach to reaching this goal is using technology to support dependable emergency response services. This project demonstrates the City’s commitment to advancing its technology infrastructure for public safety and municipal efficiency. This strategy aligns with evolving state-level support for emergency communications and enables the City to address new challenges and opportunities in the technology sector while ensuring compliance with all applicable legal and policy requirements.

The proposed reallocation of the remaining Emergency 911 Phone System Replacement, Capital Improvement Project funds to the Public Safety Technology, Operating and Maintenance
FINANCIAL IMPACT:

With CalOES funding and the maintenance of the City's 911 system and the NG-911 transition, the majority of the remaining balance in the Emergency 911 Phone System Replacement, Capital Improvement Project No. TC-2016-01 is available for reallocation.

The Corona Police Department proposes the following fund disposition:

Action
Current
Project
Balance
Proposed Project
Budget
Funding Source
Transfer to New Public
Safety Technology
(O&M)
$0
$494,372
Measure X
(FD_1120) and
General Fund
(FD_1110)
Retain in 911 Phone
System(CIP No. TC2016-01)
$660,932
$166,560
Measure X
(FD_1120)
The $166,560 retained in TC-2016-01 will cover the City's remaining contractual obligations under system maintenance agreements, ensuring uninterrupted 911 service and continuity of public safety communications. The $494,372 transferred to the new Public Safety Technology, Operating and Maintenance Project will be directed toward the technology priorities identified in this report and toward future procurements.

Approval of the recommended actions will reallocate a total of $494,372, $3,444.50 from the General Fund (FD_1110) and $490,927.50 from the Measure X Fund (FD_1120), from the Emergency 911 Phone System Replacement, Capital Improvement Project No.

TC-2016-01 to the newly created Public Safety Technology, Operating and Maintenance Project.

ENVIRONMENTAL ANALYSIS:

This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if the activity is covered by the common sense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA.

Therefore, no environmental analysis is required.

PREPARED BY: CHAD FOUNTAIN, POLICE CAPTAIN
REVIEWED BY: ROBERT NEWMAN, POLICE CHIEF

DATE: 08/05/2026
TO: Honorable Mayor and City Council Members
FROM: Police Department
2026-272

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

RESOLUTION ACCEPTING THE STATE OF CALIFORNIA DEPARTMENT OF CALIFORNIA HIGHWAY PATROL FISCAL YEAR 2027 CANNABIS TAX FUND GRANT

PROGRAM
EXECUTIVE SUMMARY:

This staff report asks the City Council to accept and appropriate the State of California Department of California Highway Patrol Fiscal Year 2027 Cannabis Tax Fund Grant Program funds in the amount of $75,614.40. This program was established through the passage of Proposition 64 in 2016, which mandated that the state set aside funding for the California Highway Patrol to provide grants to local government and qualified nonprofit organizations for the education, prevention, and enforcement of laws related to driving under the influence of alcohol and other drugs, including cannabis.

RECOMMENDED ACTION:

That the City Council:
a. Adopt Resolution No. 2026-086 to accept and appropriate $75,614.40 from the State of California and approve the application for Cannabis Tax Fund Grant Program grant funds.
b. Authorize an appropriation in the amount of $75,614.40 from the Grants General Fund (FD_1111) and an estimated revenue increase by the same amount to be

reimbursed from the State of California Department of California Highway Patrol Cannabis Tax Fund Law Enforcement Grant Fiscal Year 2027. c. Authorize the City Manager, or his designee, to execute the grant documents and any related documents, amendments, and agreements that are consistent with or in furtherance of the City Council’s actions hereunder.

BACKGROUND & HISTORY:

The Department of California Highway Patrol established the Cannabis Tax Fund Grant Program (CTFGP) through the passage of Proposition 64 in 2016, also known as the Control, Regulate, and Tax Adult Use Marijuana Act. California voters mandated the State set aside funding for the California Highway Patrol to provide grants to local government and qualified non-profit organizations for the education, prevention, and enforcement of laws related to driving under the influence of alcohol and other drugs, including cannabis.

CTFGP intends to educate the public regarding the dangers of impaired driving, enforce impaired driving laws on the roadway, and improve the agency’s effectiveness through training and developing new strategies.

For the Fiscal Year 2027, approximately $13 million in grant funding was available to California law enforcement agencies to address impaired driving within their communities.

The Corona Police Department applied for the grant opportunity in February 2026 for Fiscal Year 2027 and received notification from the Department of California Highway Patrol on June 30, 2026, that the grant had been awarded, with a start date of July 1, 2026.

ANALYSIS:

The Corona Police Department will utilize the funding to reduce impaired driving and injuries from crashes resulting from driving under the influence (DUI) through education and direct enforcement. The enforcement will include conducting 60 saturation patrols strategically deployed based on data analysis and during peak risk times. These patrols will consist of one or two officers per vehicle, operating for shifts lasting between four to seven hours (with a target of six hours per shift). The goal of these DUI saturation patrols is to reduce DUI accidents and related injuries from DUI accidents by 10% over the fiscal year.

The grant project performance period will be from July 1, 2026, through June 30, 2027.

The one-time award will reimburse the City of Corona for designated personnel expenditures. All program operations will be conducted using staff overtime and supplement police crime prevention activities.

FINANCIAL IMPACT:

Approval of the recommended actions will result in an appropriation and estimated revenue increase of $75,614.40 in the Grants General Fund (FD_1111) in Fiscal Year 2027. This grant has no cost share matching requirements.

Police Department
Award
60 Saturation Patrols @ 15 Saturations per quarter $75,614.40 Total $75,614.40
ENVIRONMENTAL ANALYSIS:

This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This action authorizes the acceptance and appropriation of a grant, and there is no possibility this will have a significant effect on the environment. Therefore, no environmental analysis is required.

PREPARED BY: LINDA MCCULLOUGH, MANAGEMENT ANALYST I
REVIEWED BY: ROBERT NEWMAN, CHIEF OF POLICE
ATTACHMENTS:

1. Exhibit 1 – FY26-27 CTFGP Intent to Award Letter

2. Exhibit 2 – Resolution No. 2026-086 for California Cannabis Tax Fund Grant Program

State of California-Transportation Agency GAVIN NEWSOM, Governor

DEPARTMENT OF CALIFORNIA HIGHWAY PATROL
Safety, Service, and Security An Internationally Accredited Agency 601 North 7th Street
Sacramento, CA 95811
(916) 843-4360
(800) 735-2929 (TT/TDD)
(800) 735-2922 (Voice)
June 30, 2026
File No.: 060.17344.19741
Linda McCullough
City of Corona Police Department
730 Public Safety Way
Corona, CA 92878
Dear Ms. McCullough:

On behalf of the California Highway Patrol (CHP), it is my pleasure to inform you, the City of Corona Police Department, is conditionally approved for Cannabis Tax Fund Grant Program (CTFGP) funding in the amount of $75,614.40. The purpose of this grant funding is to help your agency reduce and mitigate the impacts of impaired driving in your community.

The official Grant Agreement for signature is forthcoming. In order to execute your Grant Agreement, please provide documentation from a local governing body, authorizing your organization to receive this grant funding, to the Cannabis Grants Unit, by email at [email protected], as soon as possible.

Refer to California Code of Regulations Title 13, Division 2, Chapter 13, Section 1890.13(g) for additional information.

The CHP looks forward to partnering with you and your agency on this project in an effort to make California’s roadways a safer place to travel. If you have any questions, please feel free to contact the Cannabis Grants Unit at (916) 843-4360.

Sincerely,
For/
M. W. HEADRICK, Chief
Enforcement and Planning Division

CA\JR\15000.10201\10267280.1
RESOLUTION NO. 2026-086

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF CORONA, CALIFORNIA, TO ACCEPT AND
APPROPRIATE $75,614.40 FROM THE STATE OF

CALIFORNIA AND APPROVE THE APPLICATION FOR

CANNABIS TAX FUND GRANT PROGRAM GRANT
FUNDS
WHEREAS, the California Highway Patrol has been delegated the responsibility by the Legislature of the State of California for the administration of the Cannabis Tax Fund Grant Program (“Program”), setting up necessary procedures governing the application; and WHEREAS, the City of Corona, by and through its Police Department, has applied for grant funds from the Program (“Applicant”); and
WHEREAS, said procedures established by the California Highway Patrol require the Applicant to certify by resolution the approval of the application to the State; and WHEREAS,successful Applicants will enter into an agreement with the California Highway Patrol to complete the Grant Scope.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF CORONA, CALIFORNIA, AS FOLLOWS:

SECTION 1. The City Council of the City of Corona (“City Council”) approves the filing of an application for the program described in Exhibit “A” attached hereto to reduce impaired driving, DUI crashes and injuries through education and directed enforcement (“Project”) in the awarded amount of $75,614.40; and
SECTION 2. The City Council certifies that the Applicant has or will have available, prior to commencement of any work on the Project included in this application, the sufficient funds to complete the Project if the grant is awarded.

SECTION 3. The City Council certifies that if the Project is awarded, the Applicant has or will have sufficient funds to operate and maintain the project.

SECTION 4. The City Council certifies that the Applicant has reviewed, understands, and agrees to the General Provisions contained in the Program regulations.

SECTION 5. The City Council delegates the authority to its Chief of Police to conduct all negotiations, sign and submit all documents, including, but not limited to, applications, agreements, amendments, and payment requests, which may be necessary for the completion of the Grant Scope; and
SECTION 6. The City agrees to comply with all applicable federal, state and local

CA\JR\15000.10201\10267280.1
2 laws, ordinances, rules, regulations and guidelines.

SECTION 7. The City Council approves and authorizes the Chief of Police to execute a Program agreement in substantially the same form attached hereto as Exhibit “A” and incorporated herein by reference, with any revisions approved by the Chief of Police and City Attorney, as well as the California Highway Patrol.

SECTION 8. This Resolution shall take effect immediately upon its adoption.

PASSED, APPROVED AND ADOPTED this 5th day of August, 2026.

Mayor of the City of Corona, California
ATTEST:

City Clerk of the City of Corona, California

CA\JR\15000.10201\10267280.1
3 CERTIFICATION
I, Sylvia Edwards, City Clerk of the City of Corona, California, do hereby certify that the foregoing Resolution was regularly passed and adopted by the City Council of the City of Corona, California, at a regular meeting thereof held on the 5th day of August 2026 by the following vote:

AYES:

NOES:

ABSENT:

ABSTAINED:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of Corona, California, this 5th day of August, 2026.

City Clerk of the City of Corona, California
[SEAL]

CA\JR\15000.10201\10267280.1
4 EXHIBIT "A"

CHP CANNABIS TAX FUND LAW ENFORCEMENT GRANT AGRFEEMENT
[SEE ATTACHED PAGES]

DATE: 08/05/2026
TO: Honorable Mayor and City Council Members
FROM: Community Services Department
2026-273

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

UPDATE ON DECLARATION OF EMERGENCY AND AUTHORIZATION FOR

CONTRACTED EMERGENCY WATER LINE AND REMEDIATION REPAIRS AT

CORONA POLICE DEPARTMENT HEADQUARTERS
EXECUTIVE SUMMARY:

This staff report provides the City Council with the first required update on the emergency water line and remediation repairs at the Corona Police Department Headquarters.

Restoration work continues to progress on schedule, with the majority of drywall, painting, and interior finish work complete. Remaining work includes flooring installation, cabinet installation, final finish work, and restoration of affected workspaces. Staff anticipates all emergency repair work will be completed by August 7, 2026.

RECOMMENDED ACTION:

That the City Council:
a. Receive and file the update regarding the emergency water line and remediation repairs at the Corona Police Department Headquarters.
b. Make a determination that there remains a need to continue the emergency work without the benefit of competitive bidding pursuant to California Public Contract Code Section 22050 and Corona Municipal Code Section 3.08.130(A).

BACKGROUND & HISTORY:

On April 28, 2026, a failed steel-braided water supply line serving the upstairs kitchenette caused significant flooding within the Corona Police Department Headquarters. The incident resulted in water damage to multiple areas of the facility and required immediate emergency response to protect City assets and maintain operations within the City's primary public safety facility.

Emergency mitigation efforts included water extraction, deployment of drying equipment, environmental testing, mold remediation, demolition of damaged materials, and development of a comprehensive restoration plan. On July 1, 2026, the City Council declared a public emergency to address the full extent of the damage and prevent further deterioration of the facility. Belfor Property Restoration was retained to perform the remediation and reconstruction work necessary to return the facility to its pre-loss condition.

ANALYSIS:

Restoration efforts at the Corona Police Department Headquarters continue to progress on schedule and are nearing completion. Drywall installation and painting were completed on both levels of the building, and the upstairs carpeting was professionally cleaned.

Belfor completed the remaining flooring installation in six phases to minimize disruptions to Police Department operations and installed cabinets on both the first and second floors.

Following completion of the flooring and cabinetry work, Belfor began installing the remaining rubber base, performing final paint and finish touch-ups, and returning furniture, equipment, and other contents to their original locations.

The Community Services Department is actively working with the Purchasing Department to finalize and execute the agreement and issue the associated purchase order for the restoration work. Staff also continues to coordinate closely with Belfor and the City's insurance carrier to ensure all project documentation is complete, eligible costs are captured for reimbursement, and the remaining work is completed in accordance with the approved scope. Based on the current progress, staff anticipates that all emergency remediation and restoration work will be completed by August 7, 2026, allowing the Police Department Headquarters to be fully restored to its pre-loss condition.

BASIS FOR CONTINUINING EMERGENCY ACTION:

An exception to competitive bidding was warranted for this action pursuant to Corona Municipal Code (CMC) Section 3.08.130(A) which states as follows:
(A) Emergencies. In situations determined by the City Manager to constitute an emergency for a public project pursuant to § 22035 of the Act and Cal. Public Contract Code § 22050. The City Council hereby delegates to the City Manager the power to declare a public emergency and take any directly related and immediate action required by the emergency, up to a total of $500,000, pursuant to § 22035 of the Act and Cal. Public Contract Code § 22050. Emergency expenditures of more than $500,000 shall first be approved by the City Council.

Work shall be performed without the benefit of competitive bidding, either formal

or informal, only so long as necessary under those sections.

For projects of more than the amount provided for in § 22032(a) of the Act (currently $75,000), a report on the emergency and work performed shall be provided at the next regular meeting of the City Council, and then at every meeting thereafter required by § 22050. At such meetings, the City Council shall determine, by a four-fifths vote, that there is a need to continue the action without the benefit of informal or formal competitive bidding in accordance with § 22035 of the Act and Cal. Public Contract Code § 22050. The City Council shall terminate the emergency action at the earliest possible date that conditions warrant, so that the remainder of the emergency action may be completed pursuant to a formal bidding procedure.

The emergency repairs remain necessary to fully restore the Police Department Headquarters following the water intrusion and mold remediation. While substantial progress has been achieved, the remaining flooring, cabinetry, and finish work are integral components of the restoration effort and are necessary before affected areas can be safely returned to normal operation.

Accordingly, staff recommends that the City Council determine there remains a need to continue the emergency action without competitive bidding pursuant to California Public Contract Code Section 22050 until all emergency work has been completed.

FINANCIAL IMPACT:

Funding for the recommended action in an amount not to exceed $700,000 is available in the Emergency Water Line and Remediation Repairs at Police Department Headquarters Project (PJ_00000531) within the General Fund (FD_1110).

ENVIRONMENTAL ANALYSIS:

This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if the activity is covered by the commonsense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This action declares an emergency at the Police Department and authorizes needed repairs and there is no possibility that approving this project will have a significant effect on the environment. Therefore, no environmental analysis is required.

PREPARED BY: PAUL LICHTENBERGER, FACILITIES MANAGER
REVIEWED BY: DONNA FINCH, COMMUNITY SERVICES DIRECTOR

DATE: 08/05/2026
TO: Honorable Mayor and City Council Members
FROM: City Manager’s Office
2026-274

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

FISCAL YEAR 2026 QUARTER 4 STRATEGIC PLAN PROGRESS REPORT UPDATE

Strategic Plan Implementation
Progress Report
Fiscal Year 26, Q4
City Managers Office

The Plan
• 1 Vision
• 1 Purpose
• 6 Value Statements
• 6 Goals
• 21 Objectives
• 138 Strategic Actions
• 125 Performance Indicators &
Milestone Measures
1

VISION
Corona will be a safe, vibrant,
family-friendly community.
2

PURPOSE
Create a community
where everyone can thrive.
3

VALUES
We are Bold
We challenge the status quo in our relentless pursuit to rethink how we do business. We are on a mission to
innovate, modernize services, and bring government
into the 21st century.

We are Humble
Everyone has a role to play, and we find purpose in
doing our part. We own mistakes and learn from them
to become better. We value feedback, embrace our
vulnerabilities, and take time to celebrate others.

We are Driven
We have strong work ethic and tackle issues head on,
even the tough stuff. We anticipate problems, develop
creative solutions, and push ourselves to be better.

We are Honest
We strive to do what is right, not what is easy.

We keep our commitments and take responsibility
for results, even if things go wrong.

We are Kind
No matter who you are or where you are from,
you’re welcome here. We embrace diversity, treat
people with dignity, and genuinely care for
others.

We are a Team
We give voice to our community. We trust and
honor the process of collaboration. We achieve
more together.
4

GOALS
Financial
Stability
Safe
Community
Sense of
Place
Strong
Economy
Sound
Infrastructure
High Performing
Government
5

FY26 Q4 Progress Report
Projects, Performance Measures & Milestones
Available on
City of Corona Envisio Progress Report
6

Financial Stability
Progress Highlights
Review and update
the City’s
purchasing process
to ensure it follows
best practices.

Identify core
services and service
levels for both
mandated and nonmandated services.

Increase the
percentage of
services funded via
external sources.

Utilize Strategic
Plan to guide
future financial
decisions.
7

Financial Stability Performance Report
Measure FY25 Q4 FY26 Q4 Trend Benchmark
POB Balance (in millions) $207M $187M ↓ $0M
% of GO Debt Capacity Used 5.85% 5.21% ↓ < 10%
Debt Payments as a % of Operating
Budget

8.49% 7.85% ↓ < 10%
*Outstanding Debt per Capita *$1,766 $1,659 ↓ < $2,000
Unfunded Pension Liability (in millions) $108.32M $97.8M ↓ $0M GO Bond Credit Rating AA+ AA+ - AAA
Diversity of Revenue Sources 14 14 - < 50% from
sales tax
*Outstanding Debt per Capita data changed and updated after the FY 25Q4 Strategic Progress Report to Council. 8

Strong Economy
Progress Highlights
Redevelop the Corona
Mall Properties, secure
tenants.

Explore opportunities
to bring additional
hotels to support larger
conferences,
gatherings, and events.

Build partnerships and
programs that support
youth and adult
development to ensure a
prepared and skilled
local workforce.

Live Corona: Build a
resilient local
economy by
connecting local job
seekers with Corona
Employers.
9

Strong Economy Performance Report
Measure FY25 Q4 FY26 Q4 Trend Benchmark
# of Companies Supported via Team Corona
Meetings/Businesses Assisted, Supported,
and Promoted
57 57 - >30
# of Corona Mall Properties Redeveloped 28 28 - >3
% of Business Resources that can be
Accessed in Spanish
60% 60% - 100%
% of Commercial Brokers Engaged With 60% 55% ↓ >20%
% of Small Businesses that Remain Open
One Year after Participating in
Entrepreneurship Programs
100% 100% - 100%
% of Emprendedor@s Graduates that
Successfully Launch their Business
100% 100% - 100%
10

Sound Infrastructure
Progress Highlights
Establish consistent
quality and maintenance
standards and
inspections for city
parks and recreation
facilities.

Develop a bicycle master
plan to expand transportation
options, improve cyclist and
pedestrian safety, and
increase grant funding
opportunities.

Modernize traffic
cameras and explore AI
to optimize traffic
flows.

Develop a long-term capital
reserve/asset management
funding policy for maintaining
and replacing infrastructure
assets.
11

Sound Infrastructure Performance Report
Measure FY25 Q4 FY26 Q4 Trend Benchmark
% of Street Signs Replaced within Target
Timeframes (30 days)
100% 100% - >95%
Town-wide Average Street PCI Rating 72 71 ↓ >70%
% of Residents Rating Recreation Facilities as Good
or Excellent
65% 66% ↑ >65%
% of Residents Rating the Availability of Paths and
Walking Trails as Good or Excellent
64% 65% ↑ >65%
% of Residents Rating the Bike Lanes as Good or
Excellent
62% 62% - >60%
% of Residents Rating the Quality of Public Parks as
Good or Excellent
74% 76% ↑ >75%
12

Safe Community
Progress Highlights
Expand resident
engagement and
involvement in police and
fire support efforts (e.g.,
Citizens on Patrol,
Neighborhood Watch).

Provide preparedness
training courses and
certifications.

Continue to
Implement the City’s
Homelessness
Strategic Plan.

Explore
opportunities to
adopt best practices
and computer aided
dispatch systems.
13

Safe Community Performance Report
Measure FY25 Q4 FY26 Q4 Trend Benchmark
Average Police Response Time to
Priority 1 Calls
00:05:11 00:06:08 ↑ <0:05:40
Average Police Response Time to 90%
of Priority 1 Calls
00:04:22 00:05:02 ↑ <0:04:45
Medical Calls – Response Time 90th
Percentile Performance
00:06:44 00:06:48 ↑ <0:07:11
Average Response Time to All Fire
Incidents
00:05:19 00:05:40 ↑ <0:05:30
*Property Crimes 546 452 ↓ <800
% of Community Satisfaction Rating of
Public Safety Efforts
69% 71% ↑ >65%
Number of Homeless Individuals Within
the City
108 108 - <90
*Property Crimes data changed and updated after the FY 24Q4 Strategic Progress Report to Council. 14

Sense of Place
Progress Highlights
Utilize volunteer-led
hikes to help
residents become
familiar with trail and
park opportunities.

Increase large-scale
recreation events
(sports-themed, food,
etc.) that provide the
community with both
social and economic
benefits.

Increase the City’s
support,
coordination, and
partnerships to
enhance veteran
services and
programs.

Designate the
Historic Civic Center
as Corona’s center
for the arts and
relocate all non-arts
lessees.
15

Sense of Place Performance Report
Measure FY25 Q4 FY26 Q4 Trend Benchmark
% of Residents Rating Corona as a Place to Live as
Good or Excellent
83% 84% ↑ >85%
% of Residents Rating Corona as a Place to Raise a
Child as Good or Excellent
83% 82% ↓ >80%
% of Residents Rating the Overall Image or
Reputation of Corona as Good or Excellent
69% 70% ↑ >65%
% of Residents Very Likely to Recommend Living
in Corona to Someone Who Asks
87% 88% ↑ >90%
% of Residents who say, given the chance to start
over, they would choose to live in Corona Again
83% 83% - >85%
% of Residents Rating the Community’s Openness
and Acceptance Towards People of Diverse
Backgrounds as Good or Excellent
75% 75% - >75%
16

High Performing Government
Progress Highlights
Streamline and
simplify the process
for recruiting and
hiring new
employees to
reflect best
practices.

Replace the Enterprise
Resources Planning
System.

Develop metrics to
gauge City’s success or
failure at meeting or
improving upon service
levels.

Develop annual
department
work plans
based on the
Strategic Plan
and the City’s
budget.
17

High Performing Gov’t Performance Report
Measure FY25 Q4 FY26 Q4 Trend Benchmark
% of Major City Services that are Offered Virtually 88% 90% - >80% % of Residents Rating the Overall Direction the
City is Taking as Good or Excellent
59% 61% ↑ >60%
% of Residents Rating Overall Quality of City
Services as Good or Excellent
68% 67% ↓ >70%
% of Residents who Believe All City Residents are
Treated Fairly
64% 64% - >70%
% of Residents Rating Value of Services as Good
or Excellent
47% 46% ↓ >50%
Employee Turnover Rate 4.2% 3.1% ↓ <5%
18

74%
20%
6%
YEAR 5 (FY 26)
Completed
On Track
Work Underway
Implementation Summary
94% ‘Complete’ or ‘On Track’ to Complete 19 Page 768 of 2528 Q4 By the Numbers
Operational Performance Update
20

100,845
Registered Library Users
7,828
Library Program
Participants
11,512
Trees Trimmed
1,134
Trees Planted
8,848
Recreation Activity
Participants
670/ 4,842 Hours
Community Volunteers
3,300
Attendees @
Special Events
1,315
Trees Removed
Community Services
21

Homelessness
705
CPD Homeless Related
Calls for Service
86,972
Weight (lbs) of Debris
Removed
93 Emergency Shelter
Clients Served
382
City Net Street
Outreach & Engagement
Contacts
4 Permanent Housing
Placements
77 Emergency Shelter
Beds Available 22

Community Engagement
9,755,241
Social Media Impressions
605,660
Website Visits
3,125,956
Total Video Views
150,237
Emails Opened
315,474
Total Social Media Audience
481,871
Social Media Engagements
23

SeeClickFix
774
Total Tickets submitted

1.26 Average days to
acknowledge

11.5 Average days to close
2,232
Street Maintenance Tickets
34,887 sqft
Graffiti Removed
107
Graffiti Tickets
422
Parkway Maintenance Tickets
(Landscape and Trees)
24

28 Live Work Corona
Pledges
241*
New Businesses
57 Businesses Assisted,
Supported, & Promoted
1,390*
Business License
Renewals
30 Business Outreach &
Visitations
1 Partnership events with
* This number reflects business with physical locations in Corona. the Corona Chamber 25

INSPECTION

SERVICES

PLANNING

SERVICES
124
Applications Processed
100%
Applications Processed on
Time
21 Average Days to Process
Applications
(Does not include over the counter
permit)
NA
Satisfaction Rating
PLAN
CHECK
667/957
Building Plan Checks
957
Permits Issued
99%
Plan Checks/Permits
Processed on Time

86.3%
Satisfaction Rating

DEVELOPMENT

SERVICES
417
Plan Checks/Permits
Issued*
99%
Plan Checks/Permits
Issued on Time*
8 Avg. Days to Review Plan
Checks/Permits
60%
Satisfaction Rating
2,576/887
Building/Infrastructure
Inspections
100%
Inspections Completed
on Time
1 Avg. Days to Complete
Inspections
NA
Satisfaction Rating
CODE

COMPLIANCE
555
Cases Opened
844
NOVs Issued
547
Cases Closed
268
Citations Issued
(Dry Utility, Grading, TTM/PM Plan Checks
& Permits)
Planning & Development
26

Public Works

TRAFFIC

ENGINEERING
240
Work Orders
Completed
(signing, striping, curb painting)
170
Traffic Signals
Maintained
126
Traffic Plan
Checks

CAPITAL

PROJECTS
82 Active CIP Projects
60 Planning/Design Phase
25 Out to Bid/Under
Construction
4 Projects Completed
STREET

MAINTENANCE
2,232/2,102
Work Orders
Received/Completed
7,577
Curb Miles Swept
135
Streetlights Repaired
1,935
Sidewalk, Curb, Gutter
Replaced
FLEET
418/125
Scheduled vs.

Unscheduled Repairs
318
Vehicles & Equipment
Inspected
21/39
Fire Apparatus
Inspections/
Unscheduled Repairs
NPDES

INSPECTIONS
18 Commercial/Industrial
Inspections
45 Construction Site
Inspections
22 Illicit Connections &
Discharges Identified

TRANSIT
30,083
Corona Cruiser
Ridership
11,615
Dial-a-Ride
Ridership
27

220
Vehicles
Towed
148
Fire Calls
350
Fire
Inspections
4,044
Calls for
Service
3,433
Medical Calls
21,428
Calls
for Service
05:02
90% of response
time falls under*
802
Parking
Citations
5:40
Average
Response Time
2,300
Vehicle
Citations
1,161
Arrests
51%
Response rate at
5:00 mins or less*
82%
Response to
medical calls at
6:00 mins or less
65%
Response to fire
incidents at 6:00
mins or less *Response to Priority 1 Calls
Public Safety
*Response to Priority 1 Calls
28

BILLING &

ADMINISTRATION
3:37 Minutes
Average Speed of Answer
140,548
Bills Mailed
8,879
Customer Service Calls

41.2%
Auto Pay Subscriptions

UTILITIES

MAINTENANCE
1231/1242
Work Orders
Received / Closed
141,361
CCTV Inspected
209,730 LF
Sewer Mains Cleaned
9,704
Meters Replaced

ELECTRIC

UTILITY

97.32%
Time Power is On
127,521
Mins. w/ Power
3,519
Mins. w/o Power
2 Electrical Outages
WATER

UTILITY

2.627 Billion Gal.

Water Treated
1,293/100%
Water Samples /
Compliance Rate

0.973 Billion Gal.

Wastewater Treated
1,235/100%
Wastewater Samples/
Compliance Rate
Utilities
29

INFORMATION

TECHNOLOGY
4,932,246
Total Cyber Attacks
Deflected
3,268
IT Service Requests
Completed
#5
National Ranking for
IT Services
(Pop. 125K-250K)
CLERK’S OFFICE
316
Public Records
Requests
7 Agendas Published
24 Claims Received
8 Subpoenas Processed

HUMAN RESOURCES
20 Jobs Posted
30 New Hires
24 Promotions
32 Separations

PURCHASING
8 Bids Issued
379
Contracts Executed
362
Purchase Orders Issued
1,108
P-Tracks Completed

ACCOUNTING
97%
Invoices Paid within 30
days
6,964
Invoices Processed
35 Consecutive Years
Receiving GFOA Award
Internal Support
30

Downtown Revitalization Progress
North Mall: Phase 2 demolition has commenced; all
suites acquired; completing the SLA process to
identify a development partner
The Hub: Two additional tenants signed, additional
recruitment ongoing, food hall construction bidding to
commence this quarter
6th Street Transformation: Design on schedule
Innovation Center: Construction complete, ribbon
cutting in August
City Park: Final approvals coming to City Council
HCC: Non-arts tenants relocating, renovation work
commenced, preparing new lease for CAT
BID Formation: Evaluation completed, formation
paused
31

Questions?
(951) 415-9458
[email protected]
www.CoronaCA.gov

City Strategic Plan Progress Report
Report Created On: Jul 20, 2026

6 Strategic Goal
138
Activity
Report Legend Priority No Update Overdue
Overall Summary
%
On Track 9
Work Underway 12
Completed 79
Status
0 100
#
Progress
94%

Financial Stability - Ensure the City has adequate and sustainable funding to deliver high-quality services to residents.

Owner: Alex Mercado
% #
Work Underway 6 1
Completed 94 15
Utilize the Strategic Plan as a framework to guide future financial decisions.

Owner: Bruce Foltz
Update provided by Andrew Shannon on Mar 31, 2026 07:00:02 Final year of Strategic plan (Fiscal year 27) budget developed based on strategic plan goals.

Develop a long-range financial forecasting model and plan based on needs and community assessments to ensure
adequate capital reserves.

Owner: Bruce Foltz
Update provided by Kim Sitton on Apr 11, 2023 20:49:43
Item completed in March 2021. Information to be updated and maintained on an annual basis through the budget process to ensure adequate reserves.

Identify core services and service levels for both mandated and non-mandated services, determining resources needed to
adequately support these services, and re-allocate the City budget to fully support these services.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jun 30, 2024 19:51:13
Completed in FY 2024 through the FY 2025 budget process. The FY 2025 budget was adopted by the City Council on June 5, 2024.

Pursue an AAA/Aaa/AAA GO Bond credit rating from S&P and Moody’s & Fitch.

Owner: Bruce Foltz
Update provided by Nicole McDaniel on Jun 30, 2026 07:00:01 The City's POBs are rated AA+ in September 2021 by S&P. Water Revenue Bonds are rated AA in September 2025 by S&P, and Wastewater Revenue Bonds are rated AA+ in September 2025 by S&P. Bond credit rating to be re-evaluated by rating agencies with the next bond issuance.

Hold annual work sessions to identify potential cost savings and cost-containment opportunities.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:03:58
Department budget review meetings completed Feb/Mar 2023. Spring Financial Workshop held on April 13, 2023. FY 2024 budget process completed with City Council budget adoption on June 21, 2023.

Strategic Goal 1 Progress 99%
Objectives: 2 Activity: 16
Activity 1.1.1
Jul 01, 2020 - Jun 30, 2026 Completed Progress 100%
Activity 1.1.2
Jul 01, 2021 - Jun 30, 2022 Completed Progress 100%
Activity 1.1.3
Jul 01, 2023 - Jun 30, 2024 Completed Progress 100%
Activity 1.1.4
Jul 01, 2020 - Jun 30, 2026 Completed Progress 100%
Activity 1.1.5
Jul 01, 2022 - Jun 30, 2023 Completed Progress 100%

Proactively manage the City’s pension liability debt.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:06:21
The issuance of POBs with an aggressive payoff schedule, the establishment of a section 115 pension stabilization trust, prefunding the trust with $30M and adopting a Pension Management Policy has effectively resolved this issue. Each fiscal year, the new CalPERS pension liability will be reviewed and addressed per the Pension Management Policy.

Regularly review revenue sources to ensure a balanced,
intentional allocation of revenue sources that protect against over-reliance on any single source of revenues.

Owner: Bruce Foltz
Update provided by Aminah Mears on Oct 31, 2023 21:42:48 Annual evaluation through the budget process. FY 2025 revenue sources will be evaluated during the budget process, by June 30, 2024.

Review and update City fees and set intentional cost recovery goals for City services.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:07:46
New fee schedule adopted March 2022. Fees implemented in various systems and completed May 2022.

Increase the percentage of services funded via external sources by proactively pursuing grants, partnerships, and other funding opportunities.

Owner: Bruce Foltz
Update provided by Nicole McDaniel on Jun 30, 2026 07:00:01 Preparing to take an update to the Master Schedule of Fees to the City Council for approval in August 2026. The update will adjust fees commensurate with the cost of doing business and appropriate cost recovery rates. Public Works and Community Services are continuing to find grant opportunities for CIPs.

Community Services successfully received federal CPF funding to complete the Skyline Master Plan.

Create strategic reserve funds (e.g. redevelopment, land acquisition, business attraction, etc.) to achieve organizational objectives.

Owner: Bruce Foltz
Update provided by Alex Mercado on Oct 26, 2022 20:13:51 Reserve fund created in the FY22 Budget
Utilize zero-based budgeting on a three-year cycle to identify cost savings, justify expenditures, and ensure well-constructed financial plans.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:09:29
Review of department budgets completed for FY 2024. Continuous item with annual review through budget process.

Activity 1.1.6
Jul 01, 2021 - Jun 30, 2022 Completed Progress 100%
Activity 1.1.7
Jul 01, 2020 - Jun 30, 2026 Completed Progress 100%
Activity 1.1.8
Jul 01, 2021 - Jun 30, 2022 Completed Progress 100%
Activity 1.1.9
Jul 01, 2020 - Jun 30, 2026 Work Underway
Progress 90%
Activity 1.1.10
Jul 01, 2021 - Jun 30, 2023 Completed Progress 100%
Activity 1.2.1
Jul 01, 2020 - Jun 30, 2026 Completed Progress 100%

Implement new budgeting software to streamline the annual budget development process, reduce the timeline and
resources needed, and enhance budgeting scenario
capabilities.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:10:02
New software (Questica) utilized beginning with the FY 2022 budget.

Establish a process to track total grant funding received on an annual basis.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:12:26
Process to track grant funding is complete.

Enhance opportunities for resident participation in the budget process.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:12:47
Budget available in multiple languages; full day budget workshops; community survey to guide budget priorities.

Find ways to simplify budget information.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:13:08
Interactive budget implemented; continuous item.

Ensure budget information is available in both English and Spanish.

Owner: Bruce Foltz
Update provided by Kim Sitton on Jul 11, 2023 19:13:40
Interactive budget document implemented in multiple languages in Q1 FY23.

Activity 1.2.2
Jul 01, 2020 - Jun 30, 2026 Completed Progress 100%
Activity 1.2.3
Jul 01, 2022 - Jun 30, 2023 Completed Progress 100%
Activity 1.2.4
Jul 01, 2022 - Jun 30, 2023 Completed Progress 100%
Activity 1.2.5
Jul 01, 2020 - Jun 30, 2026 Completed Progress 100%
Activity 1.2.6
Jul 01, 2021 - Jun 30, 2023 Completed Progress 100%

Last Update: Jul 06, 2026 16:30:44
Last Update: Jul 06, 2026 16:30:44
Outstanding debt per capita
Date
$564 $564 $564 $564 $564 $564 $564 $564
$2,212 $$2,212 2,212 $2,212 $$2,212 2,212
$2,069 $$2,069 2,069 $2,069 $$2,069 2,069
$1,894 $$1,894 1,894 $1,894 $$1,894 1,894
$1,766 $$1,766 1,766 $1,766 $$1,766 1,766
$1,659 $$1,659 1,659 $1,659 $$1,659 1,659
FY21 Q1
FY21 Q2
FY21 Q3
FY21 Q4
FY22 Q1
FY22 Q2
FY22 Q3
FY22 Q4
FY23 Q1
FY23 Q2
FY23 Q3
FY23 Q4
FY24 Q1
FY24 Q2
FY24 Q3
FY24 Q4
FY25 Q1
FY25 Q2
FY25 Q3
FY25 Q4
FY26 Q1
FY26 Q2
FY26 Q3
FY26 Q4
$0
$500
$1000
$1500
$2000
$2500
% Major Operating Funds Maintaining Minimum Fund Balance Quarter
100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% FY21 Q1
FY21 Q2
FY21 Q3
FY21 Q4
FY22 Q1
FY22 Q2
FY22 Q3
FY22 Q4
FY23 Q1
FY23 Q2
FY23 Q3
FY23 Q4
FY24 Q1
FY24 Q2
FY24 Q3
FY24 Q4
FY25 Q1
FY25 Q2
FY25 Q3
FY25 Q4
FY26 Q1
FY26 Q2
FY26 Q3
FY26 Q4
0%
25%
50%
75%
100%