Eastvale City Council
March 27, 2024

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Civic Center Project (Phase 1)
PROJECT DESCRIPTION: A design build project to construct a Phase 1 of the Civic Center Project, which includes approximately 50,000 square foot City Hall, a 25,000 square foot library, a police station with an associated parking garage, a park, and a civic plaza.

PROJECT STATUS: 100% Design Development document was delivered on February 9, 2024.

PROJECT SCHEDULE: Tentative milestones:
• Start architectural, engineering, and interior design: May 11, 2023; • Construction Document Completion (100% design): June 30, 2024; • Start Construction: December 1, 2024;
• Complete Construction: November 30, 2026;
PROJECT MAP:
199

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Limonite Gap Closure
PROJECT DESCRIPTION: Project will connect from 2,450 LF east of Hellman Ave to Archibald Avenue. The total length of the proposed project is approximately 3,200 LF including a bridge over the Cucamonga Creek. Both road and bridge will serve 4 lanes of traffic including bicycle and pedestrian facilities.

PROJECT STATUS: Construction Management service procured.

Contraction contract was awarded to Ortiz on July 26, 2023.

A notice to proceed was issued to Ortiz on August 30, 2023.

PROJECT SCHEDULE: Construction activities began on September 5, 2023 with a construction duration of 260 working days.

PROJECT MAP:

Proposed Limonite Ave Bridge
Proposed Pedestrian Bridge
200

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Improvement of Bike Network Connectivity/ATP Trails PROJECT DESCRIPTION: Project will design and construct nearly 5 miles of trails running along Scholar Way and Harrison Avenue. The project will provide dedicated space for people to bike and walk from north Eastvale to the Santa Ana River Trail on the south.

PROJECT STATUS: Design contract was awarded to Mark Thomas. 30% plans and specifications have been delivered.

PROJECT SCHEDULE: Mark Thomas is going to start Phase 2 efforts consisting of developing construction documents.

PROJECT MAP:
201

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Citywide Retroreflective Backplate on Traffic Signal Indicator PROJECT DESCRIPTION: Project will design and install retroreflective backplate borders along backplates of traffic signal indicators at 39 signalized intersections to improve the visibility of signals.

PROJECT STATUS: Construction is complete.

PROJECT SCHEDULE: A final project invoice will be submitted to Caltrans for reimbursement and close out the project.

PROJECT MAP:
202

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Traffic Signal Dilemma Zone Detection and Mitigation PROJECT DESCRIPTION: Project will install advanced dilemma zone detection system and associated equipment in existing traffic signal cabinets at 16 signalized intersections to modify signal timing to improve safety for motorists approaching intersections.

PROJECT STATUS: Construction contract was awarded on September 13, 2023 Council meeting, and construction management service has been procured.

The contractor is working on necessary permits and ordering materials.

PROJECT SCHEDULE: Construction Award- September 13, 2023 The construction field work started on March 11, 2024.

PROJECT MAP:
203

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: ADA Transition Plan
PROJECT DESCRIPTION: Program includes preparation and implementation of an ADA Self Evaluation Plan as required under the Americans with Disabilities Act (ADA). Future year funding will support removal of ADA barriers as identified in the Plan. Annual program to provide improvements focusing on ADA accessibility, including curb ramps and sidewalks throughout the City.

PROJECT STATUS: Professional Services Agreement was signed with Bureau Veritas Technical Assessment. Notice to Proceed was issued on December 20, 2023.
204

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Capital Improvements Project
PROJECT NAME: Archibald Avenue/Limonite Avenue Widening Project PROJECT DESCRIPTION: Street widening and safety project for Archibald Avenue from the City of Ontario limits south of the SCE easement, including the intersection at Limonite Avenue and portions of Limonite Avenue east and west of the intersection. The project looks to improve safety and overall circulation in conjunction with the improvements associated with the Homestead and Merge developments, and Limonite Gap Project. Components of the project include, but are not limited to, coordinating with SCE to relocate SCE high-tension support structures.

PROJECT STATUS: • Installation of new transmission poles is completed. • Existing poles were removed mid-July, allowing the Developers to start coordinating their construction schedules.
• Widening and street improvements started on September 11, 2023 with an anticipated completion by Summer 2024.

PROJECT MAP:

LIMONITE AVE

ARCHIBALD AVE
205

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: The Merge
PROJECT LOCATION: Northeast corner of Limonite Avenue and Archibald Avenue PROJECT DESCRIPTION: Improvements includes 26 gross acres.

PROJECT STATUS: Onsite and offsite improvements ongoing Grading completed for Pad 2
Developer is also responsible for improvements along Archibald Avenue which are currently underway with an anticipated completion by Summer 2024.

PROJECT MAP:

ARCHIBALD AVE

LIMONITE AVE
206

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: The Ranch by Transwestern
PROJECT NUMBER: PW19-11322
PROJECT LOCATION: East end of Limonite Avenue west of the Cucamonga Creek PROJECT DESCRIPTION: Improvements include 20 gross acres including 2 light industrial warehouses.

PROJECT STATUS: Onsite and offsite improvements have been completed, the City and Developer are working together to close out the project.

PROJECT MAP:

CUCAMONGA CREEK

HELLMAN AVE
207

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: Homestead
PROJECT NUMBER: PW20-10052
PROJECT LOCATION: Northwest corner of Limonite Avenue and Archibald Avenue PROJECT DESCRIPTION: Improvements include 55.86 gross acres consisting of six industrial buildings
PROJECT STATUS: Onsite and offsite improvements ongoing Developer is also responsible for improvements along Archibald Avenue which are currently underway with an anticipated completion by Summer 2024.

PROJECT MAP:

LIMONITE AVE

ARCHIBALD AVE
208

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: Vantage Point Church
PROJECT NUMBER: PW15-1174
PROJECT LOCATION: Northeast corner of Archibald Avenue and Prado Basin Park Road PROJECT DESCRIPTION: Improvements include development of an approximately 85,000 sq. ft. church which includes a sanctuary, classrooms, cafe, and a bookstore on 10.43 acres.

PROJECT STATUS:

Phase 2 has begun, and the improvements will include the widening of Archibald Ave.

Vantage Point Church has started working with City Staff to apply for the encroachment permit.

PROJECT MAP:
209

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: Hamner Place
PROJECT NUMBER: PW18-10712
PROJECT LOCATION: East of Hamner Avenue and Schleisman Road PROJECT DESCRIPTION: Improvements include 21.48 gross acres.

PROJECT STATUS: Onsite improvement ongoing
Heroes just opened onsite, the archway has been erected Hardscape is complete for the 7/11
PROJECT MAP:

HAMNER AVE
210

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Commercial Development
PROJECT NAME: The Ranch (Parcel 14)
PROJECT NUMBER: PW20-10007
PROJECT LOCATION: East of Limonite Avenue west of the Cucamonga Creek PROJECT DESCRIPTION: Improvements include the development of 61,000 square foot industrial building.

PROJECT STATUS: Developer has received TCO and Developer is working on closing out the project.

PROJECT MAP:

CUCAMONGA CREEK
211

EASTVALE PUBLIC WORKS

PROJECT UPDATES

PROJECT TYPE: Residential Development
PROJECT NAME: Eastwalk/ Leal
PROJECT NUMBER: PW22-1004
PROJECT LOCATION: Northwest corner of Limonite Avenue and Hamner Avenue PROJECT DESCRIPTION: 158.6 acre development that will include approximately 2500 residential units as well as plans for future commercial development PROJECT STATUS: Developer has obtained permits to begin precise grading and sewer and water improvements.

PROJECT MAP:

HAMNER AVENUE

SCHOLAR WAY
58TH STREET

LIMONITE AVENUE
212

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.6
March 27, 2024
City of Eastvale Crime Statistics – January 2024
Prepared By:

Johnny Terfehr, Community Safety Director
Recommended Action(s)
Staff recommends that the City Council receive and file the Eastvale Crime Sta s
cs for January
2024.

Summary
The City Council requested staff to collaborate with the Riverside County Sheriff’s Department to develop a crime sta
s
cs document that would reflect selected Part I and Part II crime data for the City of Eastvale. Intended to show month-to-month crime sta s
cs, the document will assist in
determining appropriate staffing levels for law enforcement services.

Background
In May 2017, City Council directed staff to coordinate with the Riverside County Sheriff’s Department to request and obtain monthly crime sta
s
cs for the City of Eastvale. The primary
intent of the request was to determine appropriate staffing levels during the City’s contract nego
a
ons with the Sheriff’s Department. Over several weeks, the city manager and staff worked collabora
vely with Riverside County Sheriff’s Department administra on and management to
obtain crime statistics that could be shared with the public on a regular basis.

Upon receiving the data, the Riverside County Sheriff’s Department advised staff that the data provided would be reflec
ve of the previous month, or thirty days behind the current month; and that the report would need to include a disclaimer iden fying the data as preliminary and raw. At
the July 26, 2017 mee
ng, City Council recommended that staff add columns reflec ve of felony and
misdemeanor arrests. During the September 26, 2017 mee
ng, City Council recommended staff add
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213
traffic viola
ons/cita
ons data and the total calls for service broken down per month. Crime sta
s
cs that were released in the
me that passed since the last mee
ng of the City Council are
attached.

Environmental
Crime sta
s
cs are not a project pursuant to the California Environmental Quality Act (CEQA) and no environmental review is required.

Strategic Plan Action - Priority Level: N/A | Target #: N/A | Goal #: N/A Not applicable.

Fiscal Impact
Not applicable.

Prior City Council/Commission Action
On July 25, 2017, the Public Safety Commission approved the receival of a monthly crime sta s
cs
report.

On July 26, 2017, the City Council approved the receival of a monthly crime sta s
cs report and
requested columns reflective of felony and misdemeanor arrests.

On September 26, 2017, the City Council recommended that the report include traffic viola ons and
citations data.

Attachment(s)
Riverside County Sherriff's Department - Eastvale Crime Statistics Report January 2024.pdf 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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214

PART I CRIMES JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD Homicide 0 0
Arson 1 1
Aggravated Assault 16 16
Burglary 6 6
Larceny Theft 62 62
Rape 2 2
Robbery 0 0
Vehicle Theft 10 10
Total Part I Crimes 97 0 0 0 0 0 0 0 0 0 0 0 97

PART I CRIME JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD Homicide 0 0
Rape 2 2
Robbery 0 0
Aggravated Assault 16 16
Arson 1 1
Total Violent Crimes 19 0 0 0 0 0 0 0 0 0 0 0 19

PROPERTY CRIMES JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD Burglary 6 6
Vehicle Theft 10 10
Larceny Theft 62 62
Mail Theft 11 11
Total Non-Violent Crimes 89 0 0 0 0 0 0 0 0 0 0 0 89

JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD
2,231 2231

CHARGE LEVEL JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD Felony Arrests 15 15
Misdemeanor Arrests 38 38
Total Arrests 53 0 0 0 0 0 0 0 0 0 0 0 53

TRAFFIC COLLISSIONS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD Accident - No injury 34 34
Accident - With Injury 8 8
T/C Fatality 0 0

TRAFFIC ENFORCEMENT ACTIVITY - TRAFFIC COLLISSIONS
City of Eastvale | CY-2024 Crime Statistics

TOTAL ARRESTS

TOTAL VIOLENT CRIMES

TOTAL PART I CRIMES

TOTAL PROPERTY CRIMES

CALLS FOR SERVICE
215
Total Traffic Collissions 42 0 0 0 0 0 0 0 0 0 0 0 42

TRAFFIC INCIDENTS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD Hit & Run - No Injury 5 5
Accident - With Injury 0 0
DUI (Arrests/Cites) 3 3
Street Racing (Cites) 10 10
Total Traffic Incidents 18 0 0 0 0 0 0 0 0 0 0 0 18

TRAFFIC CITATIONS JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC YTD Parking 144 144
Traffic 417 417
Commercial 101 101
Total Traffic Citations 662 0 0 0 0 0 0 0 0 0 0 0 662

TRAFFIC ENFORCEMENT ACTIVITY - TRAFFIC CITATIONS

TRAFFIC ENFORCEMENT ACTIVITY - TRAFFIC INCIDENTS
216

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.7
March 27, 2024
Purchase and Upfi+ng of one backhoe for use by City of Eastvale - Public Works Staff
Prepared By:

James DeMonaco, Maintenance Coordinator
Recommended Action(s)
Staff recommends that the City Council:

1. Approve a purchase order in an amount not to exceed $309,000.00 for one (1) CAT 450 Backhoe (or equivalent) with necessary attachments for the Public Works Department and;

2. Approve and Adopt Resolu2on 24-XX Amending the 2023-24 Fiscal Year Opera2ng Budget for the purchase of a Public Works Backhoe; and

3. Authorize the City Manager to execute all necessary agreements to complete the purchase Summary
The Mid-Year 2023/24 budget includes funding for the addi2on of one backhoe for Public Works staff to facilitate the execu2on of their mission and to facilitate the response to emergencies in the City. The Public Works Department is in the beginning phase of a long-term plan to bring roadway repair work in-house in order to move away from the costs associated with contract work in this area. As part of this long-term plan, the 2023/24 mid year budget includes mul2ple pieces of equipment to be used by mul2ple new roles being added to the department in the coming months.

One of the the pieces of equipment that is most vital to the success of this plan in achieving the desired goals of maintaining exis2ng roadways, sidewalks, gu<ers, curbs, storm drains, and many other areas of the public right-of-way is a backhoe capable of doing deep dig-outs. This piece of machinery is vital to the success of our departments ability to serve the community and its residents 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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217
by responding to failing substrates, maintaining City storm pipes, responding to accidents and emergencies, and many other areas of Public Works mission.

As the infrastructure in the City ages, ongoing maintenance needs grow. In order to be prepared, more quick to mobilize, and to achieve the best outcome with the funding available, bringing opera2ons like these in-house will be a much more scalable and long-term solu2on to the challenges ahead. In addi2on to serving the needs of the Public Works Department for staff du2es, this vehicle will also be a valuable asset in assis2ng other departments, such as the City Events Department in preparing for annual events.

The CAT 450 Backhoe offers numerous benefits to the City of Eastvale - Public Works Department, enhancing efficiency and produc2vity in various municipal tasks. It's flexibility and digging capabili2es enable swiG excava2on and trenching, facilita2ng infrastructure projects such as storm drain line maintenance or road repairs. The machine's versa2lity makes it an invaluable asset for diverse applica2ons, from digging founda2ons to clearing debris. With its mul2func2onal capabili2es, this backhoe will prove instrumental in streamlining Public Works opera2ons, ensuring timely completion of projects and contributing to the overall improvement of City infrastructure.

The requested Mid-Year budget for the backhoe was $189,000 and staff's intension was to purchase a used low-hour unit, see A<achment C - Used Backhoe Quote for comparable used equipment.

However, during the Mid-Year budget approval, Council requested considera2on of alternate funding mechanism besides General Fund. Air Quality Management District (AQMD) funding is available to purchase this backhoe, but the funding requirement does not allow purchasing of used equipment. Considera2on at hand is $189,000 in General Fund for used or $309,000 in non General Fund for new.

Background
On February 27th, 2024 the City Council approved the adop2on of the 2023/24 Mid-Year budget, which included alloca2ng budget for the purchase of this backhoe, while emphasizing the ability to use Air Quality Management District (AQMD) Subven2on Funding to facilitate the purchase of this equipment. The 2023/24 Mid-Year Appropria2ons Budget included $189,000 for the purchase of a backhoe, which was es2mated based on the purchase of a used backhoe. Public Works Staff is recommending the use of supplemental AQMD subven2on funding to purchase a new backhoe with the a<achments necessary to maintain streets, sidewalks, and landscaping. Staff has already received approval for the purchase of this piece of equipment using these funds from the AQMD and has received a quote from Sourcewell (who gathers quotes from many manufacturers across the country for local government agencies to fulfill requirements on the number of bids/quotes needed to inform decisions and make purchases). Please see A<achment A for the Sourcewell priced quote from a local Caterpillar dealer.

Public Works Staff is reques2ng approval to purchase a new backhoe for a not to exceed price of $309,000 u2lizing AQMD Funds. Otherwise, staff will u2lize General Fund as approved in the MidYear budget to purchase the used backhoe.

Environmental
The purchase of a new backhoe is not defined as a project under the California Environmental 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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218
Quality Act (CQEA). No environmental review pursuant to CEQA is required.

Strategic Plan Action - Priority Level: N/A | Target #: A | Goal #: N/A The purchase of this backhoe supports the goal of public safety by strengthening the ability of the Public Works Department to respond to emergencies and accidents, in order to mi2gate damage and remove obstacles from publicly traversed areas. This purchase also supports the City infrastructure target by allowing the City Public Works staff to be<er maintain the public right-ofway in ways it is currently incapable without this piece of equipment.

Fiscal Impact
The Mid-Year 2023/24 Appropria2ons Budget (A<achment B) which was passed on February 27th, 2024 includes the purchase of a backhoe by the Public Works Department (and a number of other piece of equipment and vehicles) with a total cost of all assets at $599,000. Currently, the City has enough funding through AQMD Subven2on funding to purchase the new backhoe and the funding agency has already acknowledged and approved for this par2cular vehicle to meet the funding requirements for reimbursement by AQMD and the Ci2es AQMD liaison in the Finance Department.

The General Fund will be required to contribute to the opera2ng costs and appropria2ons are included in the fiscal year 2023-24 budget under the Vehicle Operations/Gas account 100-500-6330.

A budget resolu2on is required for fiscal year 2023-24 in the amount of $309,000 in the AQMD Fund Vehicles account 220-500-6610. As of the publish date of this report the AQMD Fund is projected to complete the fiscal year with $472,009 in fund balance, this ac2on will decrease the fund balance to $163,009; as such there is adequate fund balance to appropriate addi2onal budget for this one-2me expenditure.. Funds can only be used towards electric and low emissions vehicles and other energy saving projects
Prior City Council/Commission Action
On February 27th 2023/24, City Council approved the purchase of a backhoe by the Public Works Department and allocated budget for this purchase, while communica2ng a desire to u2lize subvention funds where applicable.

Attachment(s)
Attachment 1 - CAT 450 Quote.pdf
Attachment 2 - 2.1_Schedule_of_Mid-Year_Appropriations.pdf Attachment 3 - Used Backhoe Quote.pdf
Attachment 4 - Budget Resolution
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219
Quote 174656-01

174656-01
Mar 06, 2024
Caterpillar Sourcewell Contract Number: 011723-CAT Eastvale Sourcewell Account Number: City of Eastvale (69733)

ATTN ACCOUNTS PAYABLE
12363 LIMONITE AVE SUITE 910
RIVERSIDE, California 91752
Hello Jacob,
We would like to thank you for your interest in our company and our products, and are pleased to quote the following for your consideration.

One (1) New Caterpillar Inc. Model: 450 Backhoe Loader including standard and optional equipment as listed below.

STOCK NUMBER: NS0021001 SERIAL NUMBER: 0DYN00467 YEAR: 2024 SMU: 1 We wish to thank you for the opportunity of quoting on your equipment needs. This quotation is valid for 30 days, after which time we reserve the right to re-quote. If there are any questions, please do not hesitate to contact me.

Sincerely,
Joseph Munoz
Machine Sales Representative
220
Quote 174656-01

One (1) New Caterpillar Inc. Model: 450 Backhoe Loader including standard and optional equipment as listed below.

Standard Equipment

CONSIST NOTE
THIS LISTING IS A GENERAL DESCRIPTION THE LOWEST CHARGE ITEMS.

OF A 450 BACKHOE LOADER EQUIPPED WITH

BOOMS, STICKS, AND LINKAGES
17ft Center pivot excavator style Anti-drift hydraulics backhoe (Boom, Stick and E-Stick)
Electrohydrauilc operated joystick Cat Cushion Swing(tm) system hydraulic controls with pattern Bucket level indicator
changer valve Lift cylinder brace
Electrohydrauilc operated Return-to-dig (auto bucket positioner) stabilizer controls Self-leveling loader with single lever Boom transport lock control
Swing transport lock Transmission neutralizer switch
Street pads stabilizer shoes Single Tilt Loader

POWERTRAIN
Cat C4.4, 86kW (Net 131 HP/98kW) disk brake with dual pedals & interlock Direct Injection Turbo Charged Engine, Differential lock with ACERT technology. Spring Applied Hydraulic Release (SAHR) US EPA Tier4 Final Emissions Compliant parking brake
with Selective Catalytic Reduction(SCR) High Ambient Cooling Package Water separator with service indicator Torque converter Thermal starting aid system Autoshift transmission with 6 forward Eco mode and 3 reverse gears & neutral safety
A dry-type axial seal air cleaner with switch
integral precleaner, automatic dust Spin-on fuel, engine oil & transmission ejection system & filter condition oil filters
indicator Outboard planetary rear axles
Hydraulically boosted multi-plate wet Open Circuit Breather

HYDRAULICS
Load sensing, variable flow system Hydraulic oil cooler with 55 gpm axial piston pump Pilot control shutoff switch 6 micron hydraulic filter PPPC, Open Center with Flow Summation O-ring face seal hydraulic fittings Hydraulic suction strainer Caterpillar XT-3 hose

ELECTRICAL
12 volt electrical start Key start/stop system
150 ampere alternator 1.000 CCA maintenance free battery Horn and Backup Alarm Battery disconnect switch
Hazard flashers/turn signals External/internal power receptacles(12v) Halogen head lights (4) Diagnostic ports for engine and machine Halogen rear flood lights (4) Electronic Control Modules 221
Quote 174656-01

Stop and tail lights Remote jump start connector
Audible system fault alarm

OPERATOR ENVIRONMENT
Lighted gauge group Hand and foot throttle
Interior rearview mirror Automatic Engine Speed Control ROPS canopy, Rear Fenders One Touch Low Idle
2-inch retractable seat belt Floor mat and Coat Strap
Tilt steering column Lockable storage area
Steering knob Air suspension seat

OTHER STANDARD EQUIPMENT
Hydrostatic power steering CD-ROM Parts Manual
Standard Storage Box Backhoe Safety Manual
Transport tie-downs Operations and Maintenance Manual
Ground line fill fuel tank with 44 Lockable hood
gallon capacity Tire Valve Stem Protection
Ground line fill diesel exhaust fluid Long Life Coolant -30C (-20F) tank with 5 gallon capacity Counterweight - 974kg / 2147lbs Rubber impact strips on radiator guards Padlocks Qty 2
Bumper

MACHINE SPECIFICATIONS
450 07B BACKHOE LOADER 575-9151 $209,990.00
LANE 2 ORDER 0P-9002 $0.00
POWERTRAIN, 4WD, AUTOSHIFT 575-9165 $17,270.00
SHIPPING/STORAGE PROTECTION 461-6839 $0.00
RUST PREVENTATIVE APPLICATOR 462-1033 $0.00
PACK, DOMESTIC TRUCK 0P-0210 $0.00
GUARD, STAB LEG 517-4400 $87.00
FAN 387-6682 $299.00
STANDARD RADIO (12V) 540-2298 $720.00
LINES, HYD COUPLER 17' E-STICK 578-9041 $3,313.00
LINES, AUX COMBO,EXT STICK 17' 578-9035 $4,820.00
COUPLING,QD,THREADED WITH CAPS 456-3390 $481.00
SERIALIZED TECHNICAL MEDIA KIT 421-8926 $0.00
INSTRUCTIONS, ANSI 488-2908 $0.00
COUPLER, PG, HYDR.D.LOCK, 450 485-5290 $5,722.00
STABILIZER PADS, FLIP-OVER 488-2944 $435.00
TIRES, 340 80R20/540 70R24, MX 533-0465 $7,780.00
SEAT BELT, 3'' SUSPENSION 206-1748 $187.00
WORKLIGHTS (8) LED LAMPS 491-6736 $1,140.00
SEAT, DELUXE FABRIC 558-9623 $1,205.00
CAB, DELUXE 575-9162 $13,920.00
NETWORK MANAGER NONE 524-4029 $0.00
PRODUCT LINK, CELLULAR PL641 518-9096 $0.00
HYDRAULICS, MP, 6FCN/8BNK 575-9159 $5,930.00
STICK, EXTENDABLE, ELHYD 17FT 578-8948 $8,430.00
222
Quote 174656-01

450 LANE 2 ZCON 628-8818 $0.00
CARRIAGE, PALLET 60'', IT 292-4571 $2,556.00
FORK TINE, 2'' X 5'' X 48'' 195-6935 $924.00
BUCKET, 18'', 4.2 FT3 219-3380 $1,431.00
BUCKET, 24'', 6.2 FT3 219-3381 $1,583.00
BUCKET, 36'', 10.3 FT3 219-3383 $1,889.00
HAMMER, H80S 561-2553 $16,667.00
BRACKET, 10T-BL450, 60-60MM,XL 564-9843 $833.00
LINES, H80-H95, BHL-F, QC 399-6964 $500.00
KIT, LOADER COUPLER 539-6387 $5,924.00
BUCKET-MP, XD, 1.75YD3,IT,BOCE 506-1011 $14,556.00
WHEEL, 18'', BL 517-6993 $7,583.00

WARRANTY & COVERAGE
Standard Warranty: 12 MONTHS FULL MACHINE
Extended Coverage: 450-60 MO/3000 HR POWERTRAIN + HYDRAULICS + TECH CSA 36 MO / 1,500 HOURS PARTS ONLY (INCLUDES SOS) (QUINN CVA) SELL PRICE $281,556.77
EXT WARRANTY Included
CSA Included
GOV24SOURCWL DISCOUNT -$23,999.09
SALES TAX (7.75%) $21,820.65
AFTER TAX BALANCE $303,377.42

PAYMENT TERMS
Cash Invoice Terms

CASH WITH ORDER
$0.00
F.O.B/TERMS:

Accepted by___________________________________ on ____________________ ______________________________
223
Quote 174656-01

Signature
224

CITY OF EASTVALE
Fiscal Year 2023-24
Mid-Year Budget
Mid-Year Appropriation Requests
Account
Number
Revenue/
Expenditure Fund Title Department Description
Council
Appropriation
Request Comment
100-210-6010 Expenditure GENERAL FUND Finance SALARIES & WAGES - FULL-TIME $ 33,000 Finance: Operating Eliminate PT Intern, add one Senior Accounting Technician - 3 months budget
100-210-6040 Expenditure GENERAL FUND Finance OVERTIME 4,000 Finance: Operating Overbudget adjustment, cash receipting and purchasing overtime
100-240-6412 Expenditure GENERAL FUND Information Technology TECHNOLOGY SERVICES 16,000 ITS: Operating July invoice accrual paid after 2022-23 books audited and closed 100-240-6490 Expenditure GENERAL FUND Information Technology OTHER CONTRACT SERVICES 6,000 General: Gateway City Hall Expansion; IT equipment leases 100-290-6195 Expenditure GENERAL FUND General Government POST EMPLOYMENT BENEFITS 62,000 General: Operating Catch-up FY2022-23 minimum contribution 100-290-6376 Expenditure GENERAL FUND General Government UTILITIES - TELEPHONE 6,000 General: Gateway City Hall Expansion; utilities 100-290-6474 Expenditure GENERAL FUND General Government RENTS/LEASES LAND & BUILDINGS 40,000 General: Gateway City Hall Expansion; lease increase for Suite 920 & 930 100-290-6510 Expenditure GENERAL FUND General Government MISC SUPPLIES & POSTAGE 5,000 General: Gateway City Hall Expansion; misc office supplies 100-290-6590 Expenditure GENERAL FUND General Government MISC EQUIPMENT <5K 23,000 General: Gateway City Hall Expansion; 13k for office furniture, 7k for cubicles, 3k conference room furniture
100-290-6700 Expenditure GENERAL FUND General Government BAD DEBT 190,000 General: Operating Overbudget adjustment, developer write offs greater than originally anticipated
100-290-6960 Expenditure GENERAL FUND General Government TRANSFER OUT TO CIP FUND 728,340 Finance Adjustment: CIP Transfer to CIP for mid-year CIP adjustments 100-295-6010 Expenditure GENERAL FUND PW: Facility Maintenance SALARIES & WAGES - FULL-TIME 27,000 Public Works: Operating 1 Landscape & Facilities Maintenance Worker @ 3 months 27k
100-295-6310 Expenditure GENERAL FUND PW: Facility Maintenance BUILDING MAINTENANCE & REPAIR 25,000 Public Works: 15k Operating Citrus house furnace replacement; 10k Basement/Locker and Podcast/Conference Room Renovations 100-295-6590 Expenditure GENERAL FUND PW: Facility Maintenance MISC EQUIPMENT <5K 2,500 Public Works: Operating Commercial Washer/Dryer 100-301-6490 Expenditure GENERAL FUND CDD: Administration OTHER CONTRACT SERVICES 40,000 CDD Admin: Operating Land economics market study for Chandler Area land economics - pre-analysis before full Chandler Area specific plan 100-311-6040 Expenditure GENERAL FUND CSD: Administration OVERTIME 2,000 CSD Admin: Operating Additional Overtime for Spring Clean Up Event 100-311-6490 Expenditure GENERAL FUND CSD: Administration OTHER CONTRACT SERVICES 3,000 CSD Admin: Operating Vantage Point facility rental Spring Residential Clean Up Event
100-320-6010 Expenditure GENERAL FUND PW: Engineering SALARIES & WAGES - FULL-TIME 30,000 Public Works: Operating New Senior Administrative Specialist position approved on 1/10/2024 - 3 months budget
Attachment 2.1
225

CITY OF EASTVALE
Fiscal Year 2023-24
Mid-Year Budget
Mid-Year Appropriation Requests
Account
Number
Revenue/
Expenditure Fund Title Department Description
Council
Appropriation
Request Comment
Attachment 2.1
100-320-6490 Expenditure GENERAL FUND PW: Engineering OTHER CONTRACT SERVICES 10,000 Public Works: Operating Land appraisal at Chandler Avenue 100-330-6330 Expenditure GENERAL FUND CSD: Community
Enhancement
VEHICLE OPERATIONS/MAINTENANCE 3,000 CSD CES: Operating Fuel and maintenance for 3 additional plug in hybrid volunteer vehicles
100-330-6590 Expenditure GENERAL FUND CSD: Community
Enhancement
MISC EQUIPMENT <5K 15,000 CSD CES: Operating Three plug-in hybrid vehicles for Volunteer program, upfitting of vehicles
100-500-6010 Expenditure GENERAL FUND Public Works SALARIES & WAGES - FULL-TIME 85,000 Public Works: Operating 3 Senior Street Maintenance Worker @ 3 months 100-500-6040 Expenditure GENERAL FUND Public Works OVERTIME 8,500 Public Works: Operating Overbudget adjustment for overtime 100-500-6170 Expenditure GENERAL FUND Public Works UNIFORMS 10,000 Public Works: Operating Uniforms for new streets staff and overbudget adjustment for existing staff
100-500-6240 Expenditure GENERAL FUND Public Works TRAVEL & TRAINING 3,300 Public Works: Operating Overbudget adjustment on travel and training 100-500-6376 Expenditure GENERAL FUND Public Works UTILITIES - TELEPHONE 2,000 Public Works: Operating Additional cellular and cell stipend budget, new employees
100-500-6510 Expenditure GENERAL FUND Public Works MISC SUPPLIES & POSTAGE 3,000 Public Works: Operating Overbudget adjustment for office supplies 100-500-6590 Expenditure GENERAL FUND Public Works MISC EQUIPMENT <5K 54,400 Public Works: Operating Miscellaneous Street Maintenance Tools (50k); Overbudget Upfit Ford F-150 (4.4K)
100-720-6040 Expenditure GENERAL FUND Community Services:

Events
OVERTIME 7,500 Events: Operating Overbudget adjustment - overtime related to Events programming
100-720-6330 Expenditure GENERAL FUND Community Services:

Events
VEHICLE OPERATIONS/MAINTENANCE 1,000 Events: Operating Silverado fuel and maintenance costs 100-720-6415 Expenditure GENERAL FUND Community Services:

Events
COMMUNITY PROMOTION 45,000 Events: Operating RSO deputy overtime hours for events coverage 100-720-6415 Expenditure GENERAL FUND Community Services:

Events
COMMUNITY PROMOTION 23,200 Events: Additional costs to move Miracle event to Riverview Park, moving truck rental, dust mitigation, additional lighting for overflow parking lot, additional crowd control barriers for non-public areas and train ride (operating only if future events held at Riverview Park)
100-720-6510 Expenditure GENERAL FUND Community Services:

Events
MISC SUPPLIES & POSTAGE 2,200 Events: Operating Additional budget for office supplies Fund 100 Total Expenditure Appropriation 1,515,940
Fund 100 Total Appropriations 1,515,940
226

CITY OF EASTVALE
Fiscal Year 2023-24
Mid-Year Budget
Mid-Year Appropriation Requests
Account
Number
Revenue/
Expenditure Fund Title Department Description
Council
Appropriation
Request Comment
Attachment 2.1
110-000-4600 Revenue STRUCTURAL FIRE FUND Non Departmental INTEREST INCOME $ 150,000 Finance Adjustment: Operating Interest increase in Fire Fund Fund 110 Total Revenue Appropriation 150,000
110-295-6310 Expenditure FIRE FUND PW: Facility Maintenance BUILDING MAINTENANCE & REPAIR $ 12,000 Public Works: New Ice Machine for Station 27 Fund 110 Total Expenditure Appropriation 12,000
Fund 110 Total Appropriations 162,000
200-510-6660 Expenditure GAS TAX FUND PW: Streets CIP: STREETS $ 32,000 Public Works: CIP 94005 Misc Traffic Safety: street traffic speed and volume data collector
200-510-6662 Expenditure GAS TAX FUND PW: Streets CIP: BRIDGES 100,000 Public Works: CIP 93037 Limonite Gap Pedestrian Bridge Fund 200 Total Expenditure Appropriation 132,000
Fund 200 Total Appropriations 132,000
210-000-4500 Revenue MEASURE A FUND Non Departmental MEASURE A FEES $ 1,180,000 Finance Adjustment: Operating Updated revenue estimates from RCTC, as of June 1 2023
210-510-6660 Expenditure MEASURE A FUND PW: Streets CIP: STREETS 959,000 Public Works Overbudget: CIP 92017 Traffic Signal Dilemma Zone Detection 4k, correct overbudget; CIP 93018 Annual Overlay 145k, correct overbudget; CIP 94001 Pavement Slurry Seal 800k, correct overbudget; CIP 94005 Misc Traffic Safety 10k additional budget
Fund 210 Total Expenditure Appropriation 2,139,000
Fund 210 Total Appropriations 2,139,000
227

CITY OF EASTVALE
Fiscal Year 2023-24
Mid-Year Budget
Mid-Year Appropriation Requests
Account
Number
Revenue/
Expenditure Fund Title Department Description
Council
Appropriation
Request Comment
Attachment 2.1
220-330-6610 Expenditure AQMD TRUST FUND CSD: Community Enhancement
CIP: VEHICLES $ 165,000 CSD Admin: CIP Three plug-in hybrid vehicles for Volunteer program, use of annual AQMD subvention funds
220-500-6610 Expenditure AQMD TRUST FUND Public Works CIP: VEHICLES 30,000 Finance Adjustment: CIP Rollforward from prior fiscal year, missed during budget process, budget for electric vehicle purchase approved by City Council in 2021 220-500-6690 Expenditure AQMD TRUST FUND Public Works CIP: OTHER INFRASTRUCTURE 25,000 Public Works: CIP electric vehicle charging stations at Fire Station 31 Fund 220 Total Expenditure Appropriation 220,000
Fund 220 Total Appropriations 220,000
240-000-4460 Revenue MISCELLANEOUS GRANTS
FUND
Non Departmental CAL RECYCLE GRANT $ 133,275 CSD Admin: Operating Grant SB1383 revenue 240-000-4570 Revenue MISCELLANEOUS GRANTS
FUND
Non Departmental GRANT REVENUE 18,740,000 Public Works Grant: 9,340,000 RCTC MARA funding for Limonite Gap Bridge project 93026; $9,400,000 LPP funding for Limonite Gap Bridge project 93026 Fund 240 Total Revenue Appropriation 18,873,275
240-311-6490 Expenditure MISCELLANEOUS GRANTS
FUND
CDD: Administration OTHER CONTRACT SERVICES $ 94,645 CSD Admin: Operating Cal Recycle/CCCP Grant expenditures (Big Belly solar trash compactors $73.5k; SB1383 Grant expenditures (mulch events) $21.1k 240-510-6660 Expenditure MISCELLANEOUS GRANTS
FUND
PW: Streets CIP: STREETS 37,000 Public Works Overbudget: 92016 Citywide Retroflective Backplate on Traffic Signal, correct overbudget
Fund 240 Total Expenditure Appropriation 131,645
Fund 240 Total Appropriations 19,004,920
228

CITY OF EASTVALE
Fiscal Year 2023-24
Mid-Year Budget
Mid-Year Appropriation Requests
Account
Number
Revenue/
Expenditure Fund Title Department Description
Council
Appropriation
Request Comment
Attachment 2.1
600-000-4910 Revenue CAPITAL PROJECTS FUND Non Departmental TRANSFER IN FROM GENERAL FUND $ 728,340 Finance Adjustment: CIP Transfer from General Fund for mid-year CIP adjustments Fund 600 Total Revenue Appropriation 728,340
600-240-6624 Expenditure CAPITAL PROJECTS FUND INFORMATION

TECHNOLOGY
CIP: OTHER CAPITAL EQUIPMENT >5K $ 120,000 General: CIP 95022 Gateway City Hall Expansion; Tenant Improvement ITS equipment
600-295-6650 Expenditure CAPITAL PROJECTS FUND PW: Facility Maintenance CIP: BUILDINGS 300,000 General: CIP 95022 Gateway City Hall Expansion; Tenant Improvement Construction
600-500-6590 Expenditure CAPITAL PROJECTS FUND Public Works MISC EQUIPMENT <5K 150,000 Public Works: CIP Street maintenance equipment 600-500-6610 Expenditure CAPITAL PROJECTS FUND Public Works CIP: VEHICLES 238,000 Public Works: CIP 2 Trucks for Street Crew ((1 ton: $70k+40k +1/2 ton: $70k); 1 Truck and Upfitting for landscape facilities position (55k); Overbudget upfitting for 3 existing Ram 1500/2500 (3k)
600-500-6624 Expenditure CAPITAL PROJECTS FUND Public Works CIP: OTHER CAPITAL EQUIPMENT >5K 47,000 Public Works: CIP Air compressor with jackhammers, tack trailer & rig 600-500-6630 Expenditure CAPITAL PROJECTS FUND Public Works CIP: LAND 2,400,000 Public Works: CIP 95021 new project, Land Acquisition 600-500-6650 Expenditure CAPITAL PROJECTS FUND Public Works CIP: BUILDINGS 2,700,000 Public Works: CIP 95021 new project, Building Construction 600-500-6690 Expenditure CAPITAL PROJECTS FUND Public Works CIP: OTHER INFRASTRUCTURE 599,000 Public Works: CIP Backhoe, Skid Steer, 15 ton double drum roller, 5 yard dump truck, service pickup with tool cabinets, tack trailer/rig 600-500-6695 Expenditure CAPITAL PROJECTS FUND Public Works CIP: OTHER CAPITAL OUTLAY 60,000 Public Works: Grant General fund match for CalFIRE Tree Grant 600-510-6660 Expenditure CAPITAL PROJECTS FUND PW: Streets CIP: STREETS 1,000,000 Public Works CIP 93038: Limonite & Hamner Street Trench Repair (new project) Fund 600 Total Expenditure Appropriation 7,614,000
Fund 600 Total Appropriations 8,342,340
GRAND TOTAL ALL APPROPRIATIONS $ 31,516,200
229
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USD $192,701
Machine Location: 1725 S. Country Club
Drive Mesa, Arizona 85210
Seller Information
Empire Southwest
Contact: Used Sales
Phone:

Mesa, Arizona 85210
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Description
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Year 2022 Manufacturer CATERPILLAR
Model 450 Hours 737
Serial Number DYN00335 Condition Used
Stock Number E178097 Drive 4WD
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230
RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA, AMENDING ITS 2023-24 FISCAL BUDGET FOR THE PURCHASE OF A BACKHOE UTILIZING AIR QUALITY MANAGEMENT DISTRICT FUNDING.

WHEREAS the budget for fiscal year 2023-24 of the City of Eastvale has been adopted by this Council in its original form, and said budget will need to be amended at times to fulfill the goals of the City; and
WHEREAS, the City departments may not exceed their appropriations by character of expense, with character of expense being defined as personnel services, services and supplies, capital outlay, debt service and transfers, without the consent of the City Manager; and WHEREAS, the City Manager may transfer appropriations between accounts, departments, programs, and funds, as long as those appropriations do not exceed the grand total budget approved by Council.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EASTVALE DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:

SECTION 1. AUTHORIZE AN APPROPRIATION IN THE AIR QUALITY MANAGEMENT DISTRICT FUND, VEHICLES EXPENDITURE ACCOUNT NO. 220-500-6610 IN THE AMOUNT OF $309,000 FOR THE PURCHASE OF A BACKHOE FOR PUBLIC WORKS STREET MAINTENANCE.

PASSED, APPROVED AND ADOPTED this 27th day of March 2024. __________________________________________
Christian Dinco
Mayor
APPROVED AS TO FORM: ATTEST:
__________________________________________ __________________________________________ Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk
231

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )

I, Marc A. Donohue, City Clerk of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 24-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 27th day of March 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
____________________________________
Marc A. Donohue, MMC
City Clerk
232

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.8
March 27, 2024
Lease Agreement for City Hall Expansion
Prepared By:

Stephanie Vasquez, Assistant to the City Manager
Recommended Action(s)
Staff recommends that the City Council:

1. Approve the lease agreement for the lease renewal and expansion of City Hall; and,

2. Authorize the City Manager to execute all necessary documents for the City Hall Lease renewal and expansion.

Summary
City Hall is currently located at 12363 Limonite Avenue suites 900, 910 and 940 in the Eastvale Gateway II Shopping Center. It is approximately 6,348 square feet. City Hall provides a public mee0ng room for City Council and Commission mee0ngs, staff workspace, conference room, and public counter to meet with residents. The proposed lease expansion would allow for an addi0onal 2,290 square feet would allow expansion for office space, conference room, and breakroom. The proposed Lease Agreement would be for thirty-six (36) months commencing on July 1, 2024 for the exis0ng leased space and expansion would commence one month following comple0on of tenant improvements.

Background
The City entered into a lease agreement with the Lewis Retail Centers on July 1, 2011 to provide a City Hall for the City of Eastvale. City Hall is currently 6,348 square feet of space in the Gateway Shopping Center. The expansion would add an addi0onal 2,290 square feet of office space, staff breakroom, and a mee0ng room. City Hall provides workspace for staff, a public mee0ng room for 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
233
Council and Commission mee0ngs, and a conference room. Lease amount is lower than the industry market for the center with a 3% increase each year. The es0mated one 0me cost for improvements is $443k, Lewis will provide a credit of $57,250 towards tenant improvements.

Annual Base Rent and Monthly Base Rent for Premises No. 1 and Premises No. 2 shall be as follows:

Existing City Lease - 6,348 square feet:

Square Foot
Rate
Monthly Base
Rent
Applicable Dates
$2.93 $18,587.47 March 1, 2024 – July
31, 2024
$3.02 $19,145.09
August 1, 2024 – July
31, 2025
$3.11 $19,719.44
August 1, 2025 – July
31, 2026
$3.20 $20,311.02
August 1, 2026 – July
31, 2027
Expansion - 2,290 square feet:

Square
Foot Rate
Monthly
Base Rate
Applicable Dates
$2.95 $6,755.50
Month 1 following the Rent
Commencement Date – July
31, 2025
$3.04 $6,958.17
August 1, 2025 – July
31, 2026
$3.13 $7,166.92
August 1, 2026 – July
31, 2027
Environmental
There are no environmental impacts with the approval of the lease agreement amendment.

Strategic Plan Action - Priority Level: N/A | Target #: N/A | Goal #: N/A Not applicable.

Fiscal Impact
Rent per month will be $2.95 per square foot. City will pay a pro rated share of real property taxes, fire and extended coverage insurance, and common area maintenance, including liability insurance and capital expenditures, plus a 15% administra0ve fee. During the fiscal year 2023-24 mid-year budget process, the lease budget in General Fund account 100-290-6474 was increased to accommodate the additional square footage and updated lease rates.

Prior City Council/Commission Action
City Council authorized a lease agreement on July 1, 2011; and amendments on November 30, 2016, March 21, 2018, and March 17, 2022.
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
234
Attachment(s)
Attachment 1 - City Hall Lease.pdf
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
235

RETAIL LEASE
“EASTVALE GATEWAY III”

EASTVALE, CALIFORNIA

EASTVALE GATEWAY III, LLC

A DELAWARE LIMITED LIABILITY COMPANY
“LANDLORD”

CITY OF EASTVALE,

A MUNICIPAL CORPORATION
“TENANT”
“CITY OF EASTVALE”

TENANT'S TRADE NAME
MARCH 19 2024
Z:\Legal\COMMERCIAL RETAIL LEASING\Eastvale Gateway G2288\City of Eastvale G2288-92\Drafts\City of Eastvale City Hall Lease MAP Drft (3.19.24)RED.docx
236
i

TABLE OF CONTENTS
ARTICLE 1 BASIC LEASE PROVISIONS.............................................................................................................................. 1

1.1 Date of Lease Preparation: ........................................................................................................................... 1

1.2 Landlord: ....................................................................................................................................................... 1

1.3 Tenant: .......................................................................................................................................................... 1

1.4 Tenant's Trade Name: .................................................................................................................................. 1

1.5 Shopping Center: .......................................................................................................................................... 1

1.6 Premises: ...................................................................................................................................................... 1

1.7 Term:............................................................................................................................................................. 1

1.8 Deadline to Complete Tenant's Work: .......................................................................................................... 2

1.9 Delayed Opening Rental:.............................................................................................................................. 2

1.10 Annual Base Rent: ........................................................................................................................................ 2

1.11 Percentage Rate for Percentage Rental:...................................................................................................... 2

1.12 Permitted Use: .............................................................................................................................................. 2

1.13 Security Deposit: ........................................................................................................................................... 2

1.14 Promotional Charge: ..................................................................................................................................... 2

1.15 Guarantor: ..................................................................................................................................................... 2

1.16 Broker:........................................................................................................................................................... 2

1.17 Addresses for Notices:.................................................................................................................................. 2

1.18 Minimum Business Hours: ............................................................................................................................ 3

1.19 Outdoor Seating Area ................................................................................................................................... 3 ARTICLE 2 EXHIBITS............................................................................................................................................................. 3 ARTICLE 3 PREMISES .......................................................................................................................................................... 5

3.1 PREMISES.................................................................................................................................................... 5

3.2 FLOOR AREA. .............................................................................................................................................. 6

3.3 USE OF ADDITIONAL AREA. ...................................................................................................................... 6

3.4 RELOCATION............................................................................................................................................... 6

3.5 DECLARATION AND REA. .......................................................................................................................... 6 ARTICLE 4 TERM................................................................................................................................................................... 6 ARTICLE 5 POSSESSION ..................................................................................................................................................... 6

5.1 SUBSTANTIAL COMPLETION..................................................................................................................... 6

5.2 DELIVERY OF POSSESSION...................................................................................................................... 7 ARTICLE 6 CONSTRUCTION AND OPENING DATE........................................................................................................... 7

6.1 CONSTRUCTION. ........................................................................................................................................ 7

6.2 TENANT'S FAILURE TO PROVIDE PLANS. ............................................................................................... 7

6.3 REQUIRED OPENING DATE....................................................................................................................... 7

6.4 DELAYED OPENING RENTAL. ................................................................................................................... 7

6.5 CERTIFICATES. ........................................................................................................................................... 7 ARTICLE 7 RENTAL............................................................................................................................................................... 7

7.1 RENT COMMENCEMENT DATE. ................................................................................................................ 7

7.2 ANNUAL BASE RENT. ................................................................................................................................. 7

7.3 ADJUSTMENT TO ANNUAL BASE RENT................................................................................................... 8

7.4 PERCENTAGE RENTAL. ............................................................................................................................. 8

7.5 ADDITIONAL RENT...................................................................................................................................... 8

7.6 PLACE OF PAYMENT.................................................................................................................................. 8

7.7 LATE CHARGES. ......................................................................................................................................... 8 ARTICLE 8 TENANT FINANCIAL DATA................................................................................................................................ 8

8.1 RECORDATION OF SALES......................................................................................................................... 8

8.2 BOOKS AND RECORDS.............................................................................................................................. 8

8.3 FINANCIAL STATEMENTS. ......................................................................................................................... 8

8.4 RELIANCE ON FINANCIAL REPRESENTATIONS. .................................................................................... 8 237
ii
ARTICLE 9 TAXES ................................................................................................................................................................. 8

9.1 PERSONAL PROPERTY TAXES................................................................................................................. 9

9.2 REAL PROPERTY TAXES. .......................................................................................................................... 9

9.3 BUSINESS TAXES. .................................................................................................................................... 10

9.4 CONTESTING TAXES................................................................................................................................ 10 ARTICLE 10 UTILITIES ........................................................................................................................................................ 10

10.1 UTILITY CHARGES.................................................................................................................................... 10

10.2 ELECTRIC SERVICE PROVIDER.............................................................................................................. 10

10.3 TENANT'S NONPAYMENT. ....................................................................................................................... 10

10.4 WAIVER OF LIABILITY............................................................................................................................... 11 ARTICLE 11 TENANT'S CONDUCT OF BUSINESS........................................................................................................... 11

11.1 PERMITTED USE AND TRADE NAME...................................................................................................... 11

11.2 COVENANT TO OPERATE........................................................................................................................ 11

11.3 FAILURE TO OPERATE............................................................................................................................. 11

11.4 HOURS FOR DELIVERIES. ....................................................................................................................... 11

11.5 RULES, REGULATIONS, AND RESTRICTIONS....................................................................................... 11

11.6 ADVERTISING MEDIA; SIGN CRITERIA................................................................................................... 12

11.7 RADIUS RESTRICTION. ............................................................................................................................ 12

11.8 SHOPPING CENTER NAME...................................................................................................................... 12

11.9 HAZARDOUS SUBSTANCES. ................................................................................................................... 13 ARTICLE 12 MAINTENANCE, REPAIRS, AND ALTERATIONS......................................................................................... 15

12.1 LANDLORD'S MAINTENANCE AND REPAIR OBLIGATIONS. ................................................................15

12.2 LANDLORD'S RIGHT OF ENTRY.............................................................................................................. 15

12.3 TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS....................................................................... 15

12.4 ALTERATIONS. .......................................................................................................................................... 16

12.5 QUIET PERIOD. ......................................................................................................................................... 17 ARTICLE 13 COMMON AREA ............................................................................................................................................. 17

13.1 DEFINITION OF COMMON AREA. ............................................................................................................ 17

13.2 MAINTENANCE AND USE OF COMMON AREA. ..................................................................................... 17

13.3 CONTROL OF AND CHANGES TO COMMON AREA. ............................................................................. 17

13.4 PARKING. ................................................................................................................................................... 17

13.5 DEFINITION AND PRORATION OF COMMON AREA EXPENSES. ........................................................18

13.6 EASEMENTS. ............................................................................................................................................. 19 ARTICLE 14 ASSIGNMENT AND SUBLETTING................................................................................................................. 19

14.1 CONSENT REQUIRED............................................................................................................................... 19 ARTICLE 15 INSURANCE.................................................................................................................................................... 19

15.1 TENANT'S INSURANCE. ........................................................................................................................... 19

15.2 POLICY FORM. .......................................................................................................................................... 20

15.3 BLANKET POLICIES. ................................................................................................................................. 21

15.4 INCREASED PREMIUMS DUE TO USE OF PREMISES.......................................................................... 21

15.5 LANDLORD'S INSURANCE AND REIMBURSEMENT OF INSURANCE PREMIUMS BY TENANT. ......21

15.6 INDEMNITY. ............................................................................................................................................... 22

15.7 WAIVER OF SUBROGATION. ................................................................................................................... 22

15.8 FAILURE BY TENANT TO MAINTAIN INSURANCE. ................................................................................ 22 ARTICLE 16 MERCHANTS' ASSOCIATION........................................................................................................................ 23

16.1 ASSOCIATION............................................................................................................................................ 23

16.2 ABOLISHMENT OF THE ASSOCIATION. ................................................................................................. 23

16.3 CONFLICT. ................................................................................................................................................. 23

16.4 ASSOCIATION ASSESSMENTS. .............................................................................................................. 23

16.5 PAYMENT................................................................................................................................................... 23

16.6 LANDLORD'S PROMOTIONAL FEE.......................................................................................................... 23 ARTICLE 17 DAMAGE ......................................................................................................................................................... 23 238
iii

17.1 INSURED CASUALTY................................................................................................................................ 23

17.2 UNINSURED CASUALTY........................................................................................................................... 23

17.3 DISTRIBUTION OF PROCEEDS. .............................................................................................................. 24

17.4 ABATEMENT. ............................................................................................................................................. 24

17.5 WAIVER OF TERMINATION. ..................................................................................................................... 24

17.6 RECONSTRUCTION REQUIREMENTS.................................................................................................... 24 ARTICLE 18 EMINENT DOMAIN ......................................................................................................................................... 24

18.1 TAKING....................................................................................................................................................... 24

18.2 TOTAL TAKING. ......................................................................................................................................... 24

18.3 PARTIAL TAKING....................................................................................................................................... 25

18.4 TERMINATION OF LEASE......................................................................................................................... 25

18.5 CONTINUATION OF LEASE. ..................................................................................................................... 25 ARTICLE 19 DEFAULTS BY TENANT................................................................................................................................. 25

19.1 EVENTS OF DEFAULT. ............................................................................................................................. 25

19.2 RIGHTS OF LANDLORD UPON BREACH. ............................................................................................... 26

19.3 TERMINATION OF LEASE......................................................................................................................... 26

19.4 NON-MONETARY DEFAULTS................................................................................................................... 27 ARTICLE 20 DEFAULTS BY LANDLORD............................................................................................................................ 27

20.1 FAILURE TO PERFORM............................................................................................................................ 27

20.2 CURE BY ASSIGNEE................................................................................................................................. 27 ARTICLE 21 SUBORDINATION, ATTORNMENT, AND TENANT'S CERTIFICATE...........................................................28

21.1 SUBORDINATION. ..................................................................................................................................... 28

21.2 ATTORNMENT. .......................................................................................................................................... 28

21.3 TENANT'S CERTIFICATE. ......................................................................................................................... 28 ARTICLE 22 SECURITY DEPOSIT [INTENTIONALLY OMITTED] ..................................................................................... 28 ARTICLE 23 QUIET ENJOYMENT....................................................................................................................................... 28 ARTICLE 24 NOTICES......................................................................................................................................................... 28 ARTICLE 25 TITLE OF LANDLORD .................................................................................................................................... 29 ARTICLE 26 REMODELING................................................................................................................................................. 29 ARTICLE 27 MISCELLANEOUS .......................................................................................................................................... 29

27.1 WAIVER. ..................................................................................................................................................... 29

27.2 RIGHTS CUMULATIVE. ............................................................................................................................. 30

27.3 ENTIRE AGREEMENT. .............................................................................................................................. 30

27.4 NO REPRESENTATION............................................................................................................................. 30

27.5 AMENDMENTS IN WRITING. .................................................................................................................... 30

27.6 NO PRINCIPAL-AGENT RELATIONSHIP.................................................................................................. 30

27.7 GOVERNING LAW. .................................................................................................................................... 30

27.8 SEVERABILITY........................................................................................................................................... 30

27.9 SUCCESSORS. .......................................................................................................................................... 30

27.10 TIME OF ESSENCE. .................................................................................................................................. 31

27.11 WARRANTY OF AUTHORITY.................................................................................................................... 31

27.12 MORTGAGE CHANGES. ........................................................................................................................... 31

27.13 SURRENDER OF PREMISES.................................................................................................................... 31

27.14 FAILURE TO SUBSTANTIALLY COMPLETE PREMISES. ....................................................................... 32

27.15 BROKERS................................................................................................................................................... 32

27.16 RECORDING. ............................................................................................................................................. 32

27.17 TRANSFER OF LANDLORD'S INTEREST. ............................................................................................... 32

27.18 LANDLORD'S REQUEST FOR WRITTEN APPROVAL. ........................................................................... 32

27.19 INTEREST ON PAST DUE OBLIGATIONS. .............................................................................................. 32

27.20 NO IMPLICATION OF EXCLUSIVE USE................................................................................................... 33

27.21 TENANT'S DISCHARGE OF LIENS........................................................................................................... 33

27.22 INDEX. ........................................................................................................................................................ 33 239
iv

27.23 INDEPENDENT CONTRACTORS. ............................................................................................................ 33

27.24 TRADE FIXTURES, SIGNS, AND PERSONAL PROPERTY..................................................................... 33

27.25 PATIO COURT............................................................................................................................................ 34

27.26 FORCE MAJEURE. .................................................................................................................................... 34

27.27 HOLDING OVER......................................................................................................................................... 34

27.28 ATTORNEYS' FEES. .................................................................................................................................. 34

27.29 EXECUTION OF LEASE - NO OPTION..................................................................................................... 34

27.30 APPROVALS BY LANDLORD.................................................................................................................... 35

27.31 DISPUTE RESOLUTION; WAIVER OF JURY TRIAL. ............................................................................... 35

27.32 ELECTRONIC SIGNATURES. ................................................................................................................... 36

27.33 COUNTERPARTS. ..................................................................................................................................... 36

27.34 INTERPRETATION..................................................................................................................................... 36

27.35 LEASE NEGOTIATIONS. ........................................................................................................................... 36

27.36 LANDLORD'S KNOWLEDGE..................................................................................................................... 37

27.37 INTEGRATION............................................................................................................................................ 37

27.38 NON-DISCRIMINATION. ............................................................................................................................ 37 240
1 RETAIL LEASE
This LEASE (“Lease”) is entered into as of the “Date of Execution” (set forth on the signature page of this Lease), by and between EASTVALE GATEWAY III, a Delaware limited liability company (“Landlord”) and CITY OF EASTVALE, a municipal corporation (“Tenant”) with respect to the following:

RECITALS
A. On June 15, 2011, Landlord and Tenant entered into that certain LEASE (“Lease No. 1”) for the premises, of approximately 3,683 square feet, located at 12363 Limonite Avenue, Suites 910 and 940, Eastvale, California 91752 (“Premises No. 1”)
B. On April 4, 2018, Landlord and Tenant entered into that certain RETAIL SPACE LEASE (“Lease No. 2”) for the premises, of approximately 2,665 square feet, located at 12363 Limonite Avenue, Suite 900, Eastvale, California 91752 (“Premises No. 2”).

C. Commencing on the Date of Execution of this Lease (i) Landlord shall lease Suites 950 and 960, of approximately 2,290 square feet, located at 12363 Limonite Avenue in Eastvale, California 91752 (“Premises No. 3”) to Tenant, and (ii) Lease No. 1 and Lease No. 2 shall automatically terminate, and Tenant’s use of Premises No. 1 and Premises No. 2 shall be subject to, and be governed by, this Lease.

Landlord and Tenant agree that Recitals A through C are (i) true and accurate, and (ii) hereby incorporated into the body of this Lease by this reference.

ARTICLE 1

BASIC LEASE PROVISIONS

1.1 Date of Lease
Preparation:

March 19, 2024

1.2 Landlord: EASTVALE GATEWAY III, LLC,
a Delaware limited liability company (“Landlord”)

1.3 Tenant: CITY OF EASTVALE,
a municipal corporation (“Tenant”)

1.4 Tenant's Trade Name: “City of Eastvale” (Article 11)

1.5 Shopping Center: “Eastvale Gateway III”, in the City of Eastvale (“City”), County of Riverside, State of California, as more particularly described in Exhibit A.

1.6 Premises: That portion of the Shopping Center (consisting of Premises No. 1, Premises No. 2, and Premises No. 3) shown on Exhibit B with the following approximate area and address:
(Article 3)
Floor Area: 8,638 sq. ft.

Address: 12363 Limonite Avenue, Suites 900, 910, 940, 950, and 960, Eastvale, California 91752

1.7 Term: Thirty-Six (36) months. (Article 4)
241
2 1.8 Deadline to Complete
Tenant's Work:
[Intentionally Omitted]. (Section 6.3)

1.9 Delayed Opening
Rental:
[Intentionally Omitted]. (Section 6.4)

1.10 Annual Base Rent: (Section 7.2)
Commencing on the Date of Execution, Annual Base Rent and Monthly Base Rent for Premises No. 1 and Premises No. 2 shall be as follows:

Annual Base Rent Monthly Base Rent Applicable Dates
N/A $18,587.47 March 1, 2024 – July 31, 2024
$229,741.08 $19,145.09 August 1, 2024 – July 31, 2025
$236,633.28 $19,719.44 August 1, 2025 – July 31, 2026
$243,732.24 $20,311.02 August 1, 2026 – July 31, 2027
The Annual Base Rent and Monthly Base Rent for Premises No. 3 shall be as follows:

Annual Base Rent Monthly Base Rent Applicable Dates
$6,755.50
Month 1 following the Rent
Commencement Date – July 31, 2025
$83,498.04 $6,958.17 August 1, 2025 – July 31, 2026
$86,003.04 $7,166.92 August 1, 2026 – July 31, 2027
The term “Additional Rent” means any other sums Tenant owes Landlord under this Lease, including but not limited to “Common Area Expenses”, “Real Estate Taxes”, and “Landlord's Insurance” (as these terms are defined herein) and other related sums. The term “Rent” means Monthly Base Rent and Additional Rent.

1.11 Percentage Rate for
Percentage Rental:

None. (Section 7.4)

1.12 Permitted Use: General office and clerical use relating to the operation and general function of the City of Eastvale, including but not limited to City Council meetings in the Premises and other meetings that are open to the general public (e.g., City Finance Authority meetings, or any other similar governmental meetings) (“Permitted Use”).

The Premises shall be used solely for the Permitted Use and for no other use or purpose.
(Sections 11.1,

27.4)

1.13 Security Deposit: [Intentionally Omitted].

1.14 Promotional Charge: [Intentionally Omitted].

1.15 Guarantor: [Intentionally Omitted]. (EXHIBIT E)

1.16 Broker: [Intentionally Omitted]. (Section 27.15)

1.17 Addresses for
Notices:
(Article 24)
242
3 LANDLORD: TENANT:

Notices to:

Eastvale Gateway III, LLC
Attention: General Counsel
c/o Lewis Management Corp.
1156 N. Mountain Avenue
Upland, CA 91786-3633
P. O. Box 670
Upland, CA 91785-0670
Notices to:

The Premises
And to:

CITY OF EASTVALE, a municipal corporation, dba City of
Eastvale
Attention: City Manager’s Office
12363 Limonite Ave #910
Eastvale, CA 91752
With a copy to:

Attn: Director of Property Management
Lewis Management Corp.
1156 N. Mountain Avenue
Upland, CA 91786-3633
P. O. Box 670
Upland, CA 91785-0670
Landlord's Address for Payments and Reports:

Attention: Property Management
Lewis Management Corp.
1156 North Mountain Avenue
Upland, CA 91786-3633
P. O. Box 670
Upland, CA 91785-0670
FAX: 909/949-6700
Tenant's Address for Payments and Reports:

CITY OF EASTVALE
Attention: Accounts Payable
12363 Limonite Ave #910
Eastvale, CA 91752
E-mail: [email protected]

1.18 Minimum Business Hours: None

1.19 Outdoor Seating Area No (Tenant shall nevertheless be entitled to use any tables and/or chairs
within the Common Area)
This Article is intended to supplement and/or summarize the provisions set forth in the balance of this Lease. If there is any conflict between any provisions contained in this Article and the balance of the Lease, the balance of the Lease shall control.

ARTICLE 2

EXHIBITS
The following Riders and Exhibits are attached to, and by this reference made a part of, this Lease:

Exhibit A Legal Description of Shopping Center
243
4 Exhibit B Site Plan of Shopping Center. Exhibit B depicts, among other things, the approximate location of the Premises and the principal improvements which comprise the Shopping Center.

Exhibit C Tenant's Work. Exhibit C sets out the responsibilities of Landlord and Tenant relating to improvements to the Premises.

Exhibit C-1 Contractor Insurance Requirements. Exhibit C-1 enumerates the types of insurance policies, policy requirements and evidence of insurance Tenant's contractor must comply with prior to entering the Premises to commence Tenant's Work.

Exhibit C-2 Landlord's Itemization Form. Tenant must complete Exhibit C-2 and deliver it to Landlord as a condition to receive the Tenant Improvement Allowance.

Exhibit C-3 Letter Agreement. Tenant agrees to have its contractor sign this Letter Agreement and deliver it to Landlord, which delivery is a condition precedent to (i) Landlord delivering the Premises to Tenant, (ii) contractor commencing Tenant's Work, and (iii) Tenant receiving the Tenant Improvement Allowance.

Exhibit C-4 Tenant's Certificate of Liability Insurance. Tenant agrees to procure, pay for, and keep in full force and effect, insurance in at least the amounts specified in Exhibit C-4.

Exhibit D Tenant's Statement(s) of Gross Sales. [Intentionally Omitted] Exhibit E Lease Guaranty. [Intentionally Omitted]
Exhibit F Sign Criteria. Exhibit F sets out Landlord's current requirements for all signs in the Shopping Center.

Exhibit G Tenant's Certificate. Tenant agrees to execute an estoppel certificate from time to time when requested by Landlord on substantially the form set out on Exhibit G or such other form as a prospective purchaser or encumbrancer of all or part of the Shopping Center may require. The purpose is to allow prospective lenders, assignees or other entities to determine the status of this Lease.

Exhibit H Rules and Regulations for the Shopping Center. Exhibit H sets out various rules which govern the conduct of Tenant, Tenant's employees, and others.

Exhibit I Form of Addendum to Lease. This Addendum memorializes the Rent Commencement Date.

ALL RIDERS AND EXHIBITS ARE A PART OF THIS LEASE AND SHOULD BE REVIEWED CAREFULLY BY TENANT. 244
5 ARTICLE 3

PREMISES

3.1 PREMISES.

Landlord leases to Tenant, and Tenant leases from Landlord, for the Term (as defined in Article 4) and upon the covenants and conditions set forth in this Lease, the Premises described in Section 1.6 (the “Premises”) (see Exhibit B) located in the shopping center legally described in Exhibit A of this Lease (the “Shopping Center”). The Premises shall include only the appurtenances specifically granted in this Lease with Landlord specifically excepting and reserving for itself the roof, the air space above the ceiling, the space below the floor, the exterior portions of the Premises (other than the storefront), and the right to install, maintain, use, repair and replace pipes, ductwork, conduits, utility lines, and wires in, on, over, and under the Premises. Tenant acknowledges that the location of the Premises as shown on Exhibit B and the dimensions and Floor Area of the Premises as set forth in Section 1.6 are approximations, and that none of the foregoing shall be deemed representations by Landlord. (a) Tenant shall have the option, but not the obligation to hire an architect to complete the measurement of Premises No. 3, but not Premises No. 1 and Premises No. 2 (at Tenant's sole cost and expense) on or before the date that is thirty (30) days following the Date of Execution of this Lease (“Measurement Deadline”). If Tenant's measurements are confirmed by Landlord's architect as being accurate (based on commercially reasonable standards), then the Parties shall execute an Amendment to the Lease that (i) changes the square footage listed at Section 1.6 of the Lease and (ii) adjusts the Annual Base Rent based on the new square footage. If Tenant, Tenant's architect and/or any other agent of Tenant, has not completed measuring Premises No. 3 on or before the Measurement Deadline, then (i) Tenant shall be deemed to have finally and irrevocably waived and released any and all of Tenant's rights to (a) measure Premises No. 3 under this Section 3.1 (a) and (b) adjust the Annual Base Rent based on a claim that the actual square footage differs from what is in the Lease, (ii) Landlord shall not be in default under the Lease if Tenant later discovers that Premises No. 3’s actual square footage differs from what is set forth in Section 1.6 of the Lease, and (iii) Landlord shall not have any obligation to adjust Annual Base Rent based on any claim that the actual square footage of Premises No. 3 differs from what is set forth in the Lease. (b) For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Premises have not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: “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.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant's right to request and obtain a CASp inspection and with advice of counsel, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Shopping Center to the extent permitted by Applicable Laws now or hereafter in effect; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to Applicable Laws now or hereafter in effect, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord on or before the Rent Commencement Date; (B) any CASp inspection timely requested by Tenant shall be conducted (1) between the hours of 9:00 a.m. and 5:00 p.m. on any business day, (2) only after ten (10) days' prior written notice to Landlord of the date of such CASp inspection, (3) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Shopping Center in any way, and (4) at Tenant's sole cost and expense, including, without limitation, Tenant's payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; (C) 245
6 Tenant shall deliver a copy of any CASp Reports to Landlord within two (2) business days after Tenant's receipt thereof; (D) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of constructionrelated accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Shopping Center located outside the Premises that are Landlord's obligation to repair as set forth in Section 12.1 below, then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by applicable laws to correct such violations.

3.2 FLOOR AREA.

The term “Floor Area” means all areas designated by Landlord for the exclusive use of Tenant, and/or any other tenant of the Shopping Center, measured in square feet from the exterior surface of exterior walls (and extensions, in the case of openings) to the center of interior demising walls.

3.3 USE OF ADDITIONAL AREA.

The use and occupation by Tenant of the Premises shall include a revocable non-exclusive license to use, in common with the others entitled thereto, the Common Areas (as defined in Section 13.1), as may be designated from time to time by Landlord, subject, however, to the terms and conditions of this Lease, the Declaration (as defined in Section 3.5), if any, and rules and regulations for the use thereof as prescribed from time to time by Landlord.

3.4 RELOCATION.
[Intentionally Omitted].

3.5 DECLARATION AND REA.

Tenant shall comply with all laws applicable to Tenant's use of the Premises and all terms and conditions of the “Declaration” and the “REA.” For purposes of this Lease, the term “Declaration” means that certain DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS which will be recorded as an encumbrance on the Shopping Center and Premises prior to the Rent Commencement Date, and (ii) any other declaration of covenants, conditions, restrictions and/or easements which currently or in the future encumber or effect the Shopping Center and/or the Premises (as is has and may be amended from time to time). For the purposes of this Lease, the term “REA” means any easement agreements which currently or in the future encumber or effect the Shopping Center and/or Premises (as may be amended from time to time).

ARTICLE 4
TERM
This Lease shall be effective and binding on Landlord and Tenant on the “Date of Execution” (i.e., following Tenant's signature, the date Landlord executes this Lease as shown on Landlord's signature block). The term (“Term”) of this Lease shall commence on the Rent Commencement Date and shall continue, unless sooner terminated in accordance with the provisions of this Lease, for the number of months specified in Section 1.7, computed from the first day of the month following the Rent Commencement Date. Landlord and Tenant agree to execute an Addendum to this Lease within thirty (30) days of the Rent Commencement Date, in substantially the same form as Exhibit I, in order to clarify the Rent Commencement Date and the date on which the Lease terminates.

ARTICLE 5

POSSESSION

5.1 SUBSTANTIAL COMPLETION.

The terms “Substantial Completion of the Premises” and/or “Premises are Substantially Complete” as used in this Lease shall mean that “Landlord’s Work” is complete on the Date of Execution, and Tenant's contractor does not need any additional work done on the Premises in order to commence the construction of “Tenant's Work” (as these terms are defined in Exhibit C). This notice shall be conclusive and binding upon both Landlord and Tenant. 246
7 5.2 DELIVERY OF POSSESSION.

Tenant shall accept the condition of the Premises from Landlord upon the Date of Execution of this Lease; provided, however, Landlord shall not be obligated to deliver possession of the Premises to Tenant until Landlord has received from Tenant all of the following: (a) Landlord's estimate of the first monthly installment of Tenant's estimated shares of Common Area Expenses, Real Property Taxes, and the cost of Landlord's Insurance, and the first monthly installment of Annual Base Rent (as each is defined in this Lease); (b) certificates of insurance, an additional insured endorsement, and waiver of subrogation endorsement, as required under Article 15; (c) copies of permits and authorizations required from any Governmental Agency for Tenant to commence Tenant's Work and as otherwise required under this Lease; and (d) any items Tenant is required to deliver to Landlord pursuant to Exhibit C, at or before delivery of possession of the Premises (including, if applicable, Tenant's building permit and the Approved Plans as defined in Exhibit C). If Landlord chooses not to deliver possession of the Premises to Tenant because one (1) or more of the above-specified items are not received by Landlord, the Rent Commencement Date shall not be affected and all delays occasioned thereby will be the responsibility of Tenant.

The parties acknowledge that Landlord will be damaged by Tenant's failure to timely deliver the above-specified items. Accordingly, if one (1) or more of the above-specified items is not received within thirty (30) days after the Date of Execution of this Lease, Landlord shall have the right (in addition to any other rights or remedies Landlord may have) to terminate this Lease upon fifteen (15) days' prior written notice to Tenant, in which event, if one or more of the items specified in such Landlord's notice is not delivered to Landlord within such fifteen (15) day period, this Lease shall terminate without further notice or obligation on the part of Landlord. Tenant shall be deemed to have accepted the Premises for all purposes under this Lease upon the Date of Execution of this Lease.

ARTICLE 6

CONSTRUCTION AND OPENING DATE

6.1 CONSTRUCTION.

Upon delivery of possession of Premises No. 3 to Tenant, Tenant agrees to commence construction of, and complete, Tenant's Work in Premises No. 3 in accordance with Exhibit C. Tenant accepts the condition of Premises No. 1 and Premises No. 2, and confirms that the foregoing Premises are suitable for Tenant’s Permitted Use.

6.2 TENANT'S FAILURE TO PROVIDE PLANS.
[INTENTIONALLY OMITTED].

6.3 REQUIRED OPENING DATE.
[INTENTIONALLY OMITTED].

6.4 DELAYED OPENING RENTAL.
[INTENTIONALLY OMITTED].

6.5 CERTIFICATES.

Within ten (10) days after Tenant initially opens for business to the public in the Premises, Tenant shall (a) execute and deliver to Landlord a certificate substantially in accordance with the criteria set forth in Section 21.3, and (b) deliver to Landlord a copy of the certificate of occupancy issued by the appropriate Governmental Agency respecting Tenant's Work.

ARTICLE 7
RENTAL

7.1 RENT COMMENCEMENT DATE.

The term “Rent Commencement Date” for Premises No. 3 as used in this Lease shall mean the earlier of (a) the date Tenant actually initially opens for business to the public in Premises No. 3, or (b) one hundred fifty (150) days after Date of Execution of this Lease. Tenant shall deliver the first month's installment of Annual Base Rent and Additional Rent for Premises No. 3 to Landlord on the Date of Execution of this Lease.

7.2 ANNUAL BASE RENT.

Tenant shall pay the sum specified as “Annual Base Rent” in Section 1.10, for Premises No. 3 in equal monthly installments, in advance, on or before the first day of each month during the Term, without prior demand, offset, or 247
8 deduction, commencing on the Rent Commencement Date. Should the Rent Commencement Date for Premises No. 3 be a day other than the first day of a calendar month, then the monthly installment of Annual Base Rent for the first fractional month shall be equal to one-thirtieth (1/30th) of the monthly installment of Annual Base Rent for each day from the Rent Commencement Date to the end of the partial month. Tenant shall continue to timely pay Annual Base Rent for Premises No. 1 and Premises No. 2, in equal monthly installments, in advance, on or before the first day of each month during the Term, without prior demand, offset, or deduction.

7.3 ADJUSTMENT TO ANNUAL BASE RENT.
[Intentionally Omitted].

7.4 PERCENTAGE RENTAL.
[Intentionally Omitted].

7.5 ADDITIONAL RENT.

Tenant shall pay, as “Additional Rent,” all sums required to be paid by Tenant to Landlord pursuant to this Lease in addition to Annual Base Rent whether or not the same be designated as Additional Rent.

7.6 PLACE OF PAYMENT.

Tenant shall pay Annual Base Rent and Additional Rent to Landlord at the address specified as “Landlord's Address for Payments and Reports” in Section 1.17 (as may be changed from time to time pursuant to Article 24 below).

7.7 LATE CHARGES.

Tenant hereby acknowledges that late payment by Tenant to Landlord of Rent (as defined in Section 1.10) due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed upon Landlord by the terms of any mortgage or deed of trust covering the Premises. Accordingly, if any installment of Rent shall not be received by Landlord or Landlord's designee within ten (10) days after said amount is due, including but not limited to payments returned for non-sufficient fund, then Tenant shall pay to Landlord (i) a late charge equal to ten percent (10%) of such overdue amount, and (ii) a fifty dollar ($50.00) fee for the returned payment. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that Landlord will incur by reason of the late payment by Tenant. Acceptance of such late charges by Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. Further, and without in any manner waiving Tenant's default or limiting Landlord's remedies in equity or at law, should Tenant fail to make a timely payment of Annual Base Rent or Additional Rent two (2) or more times during the Term, Landlord may require Tenant to pay the Annual Base Rent in weekly installments in advance for the balance of the Term.

ARTICLE 8

TENANT FINANCIAL DATA

8.1 RECORDATION OF SALES.
[Intentionally Omitted].

8.2 BOOKS AND RECORDS.
[Intentionally Omitted].

8.3 FINANCIAL STATEMENTS.
[Intentionally Omitted].

8.4 RELIANCE ON FINANCIAL REPRESENTATIONS.
[Intentionally Omitted].

ARTICLE 9
TAXES
248
9 9.1 PERSONAL PROPERTY TAXES.
(a) Tenant shall pay, prior to delinquency, all “Impositions” (as defined below) on the furniture, fixtures, equipment, and other personal property of or being used by Tenant at any time situated on or installed in the Premises. In the event any or all of such property shall be assessed and taxed with property owned by Landlord or in any manner paid by Landlord, Tenant shall pay to Landlord its share of such taxes within ten (10) days after Tenant's receipt of Landlord's statement setting forth the amount of such taxes applicable to Tenant's property. Landlord shall determine the basis of prorating any such taxes and such determination shall be binding upon both Landlord and Tenant.
(b) The term “Imposition” is used in this Lease in its broadest possible sense and includes any tax or assessment (whether general or special), license fee, license tax, excise or tax on rent, or any other levy, charge, or fee of any kind imposed by any federal, state, county, or city governmental authority or agency, or any political subdivision thereof, or any school, agricultural, lighting, drainage, or other improvement or special assessment district (collectively, “Governmental Agencies”), on any interest of Landlord or Tenant.

For purposes of Articles of this Lease other than Article 9, the term “Governmental Agencies” shall include governmental and quasi-governmental authorities and agencies which do not have authority to impose taxation but have jurisdiction or authority respecting land use matters and other matters affecting the Tenant's use of the Premises and the Common Area.

9.2 REAL PROPERTY TAXES.
(a) Commencing as of the Rent Commencement Date and continuing thereafter during the Term, Tenant shall pay to Landlord, as Additional Rent, Tenant's proportionate share of Real Property Taxes. Tenant's proportionate share of Real Property Taxes shall be determined by multiplying the Real Property Taxes plus an administration and overhead charge payable to Landlord in an amount equal to fifteen percent (15%) of the Real Property Taxes, by a fraction, the numerator of which is the Floor Area of the Premises and the denominator of which is ninety-five percent (95%) of ground Floor Area of all premises included in the tax bill. At Landlord's election, Real Property Taxes shall be estimated yearly in advance by Landlord, payable monthly in advance by Tenant, and adjusted as follows: Estimates shall be revised within a reasonable time following the end of each calendar or fiscal year, at Landlord's option, during the Term based on the actual Real Property Taxes for such year, and Tenant shall thereafter pay its proportionate share of the adjusted estimate in equal monthly installments. Should Real Property Taxes have been underestimated, Tenant shall pay any deficiency along with the monthly installment of Annual Base Rent next due. Any excess payments shall be credited against Tenant's share of estimated Real Property Taxes next due. The term “Real Property Taxes” is used in this Lease in its broadest possible sense and shall include any form of Imposition on any interest of Landlord or Tenant (including any legal or equitable interest of Landlord or its mortgagee, if any) in the Premises, the Shopping Center, or the underlying realty, by any Governmental Agency, including but not limited to: (i) any charges of whatever kind, nature, or type (whether or not such charges constitute tax receipts to Governmental Agencies) in substitution, partially or totally, of any Impositions now or previously included within the definition of Real Property Taxes including those imposed or required by Governmental Agencies to increase tax increments to Governmental Agencies, and for services such as fire and police protection, streets, sidewalks, road maintenance, refuse removal, or other governmental services formerly provided without charge to property owners or occupants; (ii) any charges of whatever kind, nature, or type allocable to or measured by the area of the Premises, the sales or other revenue generated from the Premises, or any rent payable under this Lease; (iii) any charges of whatever kind, nature, or type upon this Lease transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; (iv) any charges of whatever kind, nature, or type resulting from the change in ownership of real property; and (v) any charges of whatever kind, nature, or type upon any mortgage, deed of trust, or other financing document to which Landlord is a party related to the development, construction of the Shopping Center or the reconstruction, improvement, repair, or replacement of all or any part of the Shopping Center. Real Property Taxes shall not include Landlord's federal or state income, franchise, inheritance or estate taxes.

Real Property Taxes for the first and last years of the Term shall be prorated to coincide with the beginning and end of the Term. Landlord shall not require Tenant to pay any Real Property Tax where the Tenant's 249
10 use of the Premises are exempt from the subject tax and such exemption has been applied by the imposing Governmental Agency to Landlord's tax bill.
(b) If the Premises are separately assessed, Tenant shall be liable for Real Property Taxes attributable to the Premises based upon a segregation of the Premises in a separate tax bill, and if the Premises are prorated by the county assessor, Tenant shall be liable for individual assessment valuations (“Proration(s)”) supplied by the county assessor. If the assessor supplies a Proration, it shall be conclusive upon both parties unless the parties otherwise mutually agree in writing. In the absence of a Proration supplied by the county assessor or a written agreement by the parties, Tenant's share shall be determined as provided in Section 9.2(a).
(c) Unless Landlord charges Tenant for Real Property Taxes on a monthly prorated basis, Tenant shall pay Landlord Tenant's share of such Real Property Taxes within ten (10) days after Tenant's receipt of Landlord's written statement therefor.

9.3 BUSINESS TAXES.

Tenant shall pay when due all Impositions levied, assessed, or imposed by law or ordinance, because of Tenant's use of the Premises.

9.4 CONTESTING TAXES.

If Landlord contests any Real Property Taxes levied or assessed during the Term, Tenant shall pay to Landlord that portion of all costs incurred by Landlord in connection with the contest which is allocated by Landlord to the Premises.

ARTICLE 10

UTILITIES

10.1 UTILITY CHARGES.

Tenant shall pay to the appropriate utility company all charges for utility services supplied to the Premises for which there is a separate meter and/or submeter. Tenant shall pay to Landlord Tenant's share, as reasonably allocated by Landlord, of all charges for utility services supplied to the Premises for which there is no separate meter or submeter within ten (10) days after billing by Landlord. Tenant's share may include base charges and per-unit charges at each tiered-rate level based on all usage measured by the meter. In addition, Tenant shall pay the fees charged by any submetering service company engaged by Landlord to measure Tenant's water and sewer consumption.

10.2 ELECTRIC SERVICE PROVIDER.

Landlord has advised Tenant that Southern California Edison (“Electric Service Provider”) is the utility company currently selected by Landlord to provide electric service for the Shopping Center. (a) Landlord shall have the right at any time and from time to time during the Lease Term to either contract for service from a different company or companies providing electric service (each such company shall hereinafter be referred to as an “Alternate Service Provider”) or to continue to contract for service from the Electric Service Provider.
(b) Tenant shall cooperate with Landlord, the Electric Service Provider, and any Alternate Service Provider at all times and, as reasonably necessary and without charge, shall allow Landlord, Electric Service Provider and any Alternate Service Provider reasonable access to or through the Premises to the Shopping Center's and the Premises' electric lines, feeders, risers, wiring and any other related machinery necessary to provide electrical services.

10.3 TENANT'S NONPAYMENT.

If Tenant fails to pay when due any charges referred to in this Article, Landlord may pay the charge and Tenant agrees to reimburse Landlord promptly upon demand for any amount so paid by Landlord, plus Default Interest (as defined in Section 27.19).
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11 10.4 WAIVER OF LIABILITY.

Landlord shall not be liable in damages for (a) any failure or interruption of any utility service, (b) any loss, damage, or expense that Tenant may sustain or incur by reason of any change, failure, interference, disruption, or defect in the supply or character of the electric energy furnished to the Premises, or if the quantity or character of the electric energy supplied by the Electric Service Provider or any Alternate Service Provider, is no longer available or suitable for Tenant's requirements, and no such change, failure, defect, unavailability or unsuitability shall constitute an actual or constructive eviction in whole or in part, or entitle Tenant to terminate this Lease, abate rent or discontinue making payments of (or offset any amounts against) Annual Base Rent or Additional Rent, or relieve Tenant from any of its obligations under the Lease.

ARTICLE 11

TENANT'S CONDUCT OF BUSINESS

11.1 PERMITTED USE AND TRADE NAME.

Tenant shall operate its business from the Premises solely for the use or uses and under the trade name specified in Sections 1.12 and 1.4, respectively, as the “Permitted Use” and “Tenant's Trade Name.” Any use of the Premises other than the Permitted Use is prohibited.

11.2 COVENANT TO OPERATE.

From and after initially opening for business to the public in Premises No. 3 and unless otherwise excused by the provisions of this Lease, Tenant shall operate the Permitted Use continuously and uninterruptedly in the entire Premises for the entire Term.

11.3 FAILURE TO OPERATE.

If Tenant fails to remain open during the hours and days specified in Section 1.18 for a period of seven (7) days in any calendar month, Landlord may elect, in its sole discretion, to treat such act, either (1) as an abandonment pursuant to Section 19.1(c) or (i), or (2) other default pursuant to Section 19.1(b).

11.4 HOURS FOR DELIVERIES.

Tenant shall cause to be completed all deliveries, loading, unloading, and services to the Premises prior to 10:00 a.m. and after 2:00 p.m. each day in the areas and through the entrances designated for such purposes by Landlord. Landlord may periodically change the time during which deliveries must be made.

11.5 RULES, REGULATIONS, AND RESTRICTIONS.
(a) Tenant shall keep the Premises in a neat and clean condition, free from any objectionable noises, odors, or nuisances and shall promptly comply, at its sole cost and expense, with all applicable laws, ordinances, and regulations (collectively, the “Laws”) of all applicable federal, state and local authorities (including, without limitation, all social benefit Laws affecting the operation of Tenant's business such as, by way of example only, the Americans With Disabilities Act of 1990) and shall also promptly comply with all requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use or occupancy of the Premises. To the extent that such compliance would require Landlord's prior consent under another provision of this Lease, Tenant shall present to Landlord all documents and other information Landlord may require in order for Landlord to make an informed decision as to Tenant's requested compliance action. Landlord's consent or approval to Tenant's requested compliance action shall not be unreasonably withheld but Landlord may impose reasonable conditions upon its consent or approval and Tenant shall bear the cost of compliance with both the Laws and Landlord's reasonable conditions. Tenant shall also comply with all rules and regulations for the Shopping Center attached hereto as Exhibit H, as they may be amended from time to time. Tenant shall deposit trash and rubbish only within receptacles approved by Landlord. Tenant shall cause trash receptacles to be emptied at Tenant's cost and expense; provided, however, at Landlord's option, Landlord may provide trash removal service, the cost of which shall be paid for by Tenant, at Landlord's option, either (a) as a Common Area Expense (as defined in Section 13.5); or (b) pursuant to an equitable proration of said costs by Landlord.

Trash receptacle areas are to be maintained in a clean and safe condition at all times. Tenant shall not advertise, hold, or conduct any auction(s), fire, bankruptcy, or going-out-of-business sales in, at, or on or 251
12 about the Shopping Center, except pursuant to court order. Tenant shall not without Landlord's prior written permission, sell any “surplus,” “Army and Navy,” “swap meet,” or “second-hand” goods, as those terms are generally used, in, at, or on or about the Premises.
(b) Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of, or affect any, fire or other insurance upon the Premises, the Shopping Center, or the building (“Building”) housing the Premises is a part, or cause a cancellation of any insurance policy covering said Premises, the Shopping Center or the Building or any part thereof or any of its contents. Tenant shall not do or permit or suffer anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or the Shopping Center or injure or annoy them or which, in Landlord's reasonable opinion will in any way, impair the reputation or character of the Landlords' Property (and Tenant shall take all necessary action to prevent odors, emissions, fumes, liquids or other substances or excessive noise from escaping or extending beyond the Premises), nor shall Tenant use or allow the Premises to be used for any improper, immoral, unlawful or objectionable or offensive purpose, nor shall Tenant cause, maintain, or suffer or permit any nuisance in, on or about the Premises. Notwithstanding anything to the contrary elsewhere in this Lease, Tenant shall not use or permit or suffer the use of the Premises for any use which at the time Tenant desires to change to such use would conflict with a then-existing restriction on use or exclusive use granted to any other tenant of the Shopping Center. Tenant shall not commit or allow to be committed any waste in or upon the Premises and shall refrain from using or permitting the use of the Premises or any portion thereof as living quarters, sleeping quarters or for lodging purposes. Further, Tenant will not use or permit the Premises or any part thereof to be used for any disorderly, unlawful or extra hazardous purpose and will not manufacture any commodity therein. Tenant shall refrain from and discontinue any such prohibited use upon receipt of written notice from Landlord or no later than three (3) days after mailing thereof. If the use permitted under this Lease is determined by Landlord at any time to be a use that may generate excessive noise, offensive odors or other offensive impacts which could be a nuisance to other tenants in the Shopping Center, to surrounding property owners, or to business invitees or licensees of the Shopping Center, Tenant shall be responsible for installing, providing for and maintaining, at Tenant's sole cost and expense, measures to mitigate the nuisance or potential nuisance. The type and adequacy of such mitigating measures shall be determined by Landlord and communicated to Tenant by written notice.

The construction, installation, maintenance and repair of such mitigating measures as Landlord determines are necessary shall be accomplished in accordance with the requirements set forth in Article 12 below.

11.6 ADVERTISING MEDIA; SIGN CRITERIA.

Tenant shall not affix or maintain upon the glass panes and supports of the show windows (and within twenty-four inches (24”) of any window), doors, or the exterior walls of the Premises any signs, advertising placards, names, insignia, trademarks, descriptive material, or any other such like item or items except such as shall have first received the written approval of Landlord as to size, type, color, location, copy, nature, and display qualities. Tenant shall not affix any sign to the roof of the Premises or building in which the Premises are located. No advertising medium shall be utilized by Tenant which can be heard outside the Premises. In addition, Tenant shall not display, sell merchandise, or allow carts, portable signs, devices, or any other objects to be stored or to remain outside the Premises. Tenant shall not distribute any handbills or other advertising materials in the Common Area. Further Tenant shall not display, paint, or place any handbill, bumper sticker, or other advertising devices on any vehicle parked in the Common Area. Notwithstanding the above, Tenant shall erect signs, at its own expense, in accordance with (a) the sign criteria attached hereto as Exhibit F, as amended by Landlord from time to time (as so amended, the “Sign Criteria”), and (b) all applicable laws, ordinances, and regulations, and Tenant shall maintain these signs in good condition and repair during the Term. Landlord reserves the right from time to time to revise the Sign Criteria. So long as this Lease has been in effect for at least five (5) years and Tenant has not been required to remove its existing sign within the preceding five (5) years, Tenant hereby agrees to remove Tenant's existing sign, patch the fascia, and install a new sign, at Tenant's sole cost and expense, in accordance with Landlord's new Sign Criteria, within ninety (90) days of Landlord's written request to do so.

11.7 RADIUS RESTRICTION.
[Intentionally Omitted].

11.8 SHOPPING CENTER NAME.
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13 Tenant shall use the name of the Shopping Center in its advertising as the address reference for the Premises.

Tenant shall not use the name of the Shopping Center for any other purpose. Landlord reserves the right, in its sole discretion, to change the name and logo of the Shopping Center at any time.

11.9 HAZARDOUS SUBSTANCES.

The term “Hazardous Substances,” as used in this Lease, shall mean (a) all chemicals, materials, or substances, whether gaseous, solid or liquid, for which the use, storage, handling, generation, treatment, disposal, discharge, transportation, manufacture, refining, production, processing, disposal, release (collectively and individually “Release”), transportation, clean-up, or notification, are subject to any federal, state, or local laws, regulations, or policies in effect during the Term of this Lease (collectively and individually, “Hazardous Substance Laws”), and (b) all flammables, explosives, radioactive materials, asbestos and other carcinogens, chlorinated biphenyls (PCB's), pesticides, chemicals known to cause reproductive toxicity, petroleum and petroleum by-products and derivatives, whether or not such substances are subject to regulation under Hazardous Substance Laws. The Hazardous Substance Laws include, without limitation, the Resource Conservation and Recovery Act (RCRA), Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), Standard Amendments and Reauthorization Act (SARA), Emergency Planning and Community Right-To-Know Act (SARA Title III), Federal Clean Water Act, Federal Clean Air Act, Federal Occupational Safety and Health Act (Fed/OSHA), Toxic Substances Control Act (TSCA), Hazardous Substances Act (HSA), California Hazardous Waste Control Law, Hazardous Materials Release Response Plans and Inventory Law, California Underground Storage of Hazardous Substances Law, Aboveground Petroleum Storage Act, California Occupational, Safety, and Health Act (Cal/OSHA), Safe Drinking Water and Toxic Enforcement Act (Proposition 65), Carpenter-Presley-Tanner Hazardous Substance Account Act, the Porter-Cologne Water Quality Act and any rules promulgated by the Southern California Air Quality Management District (SCAQMD) or other governmental agencies controlling or regulating toxic substances in the air.
(a) TENANT'S RESTRICTIONS.

Tenant shall not cause or permit to occur:
(i) Any violation of any Hazardous Substance Laws now or hereafter enacted, related to environmental conditions on, under, or about the Premises, or arising from Tenant's use or occupancy of the Premises, including, but not limited to, soil and ground water conditions; or (ii) The Release any Hazardous Substance on, under, or about the Premises, or the transportation to or from the Premises of any Hazardous Substance. Tenant acknowledges and agrees that any Release of Hazardous Substances in, on, or under the Premises shall be in and of itself an unreasonable use of the Premises beyond the scope of any permissible use of the Premises. (b) ENVIRONMENTAL CLEAN-UP.
(i) Tenant shall, at Tenant's own expense, comply with all Hazardous Substance Laws. (ii) Tenant shall, at Tenant's own expense, make all submissions to, provide all information required by, and comply with all requirements of all Governmental Agencies under the Hazardous Substance Laws.
(iii) Tenant shall provide Landlord with written notification of any Release of Hazardous Substances at, on or near the Premises within twenty-four (24) hours of such event. (iv) Should any Governmental Agency or any third party demand that a cleanup plan be prepared and that a cleanup be undertaken because of any Release of Hazardous Substances that occurs during the Term of this Lease, at or from the Premises, or which arises at any time from Tenant's use or occupancy of the Premises, then Tenant shall, at Tenant's own expense, prepare and submit the required clean-up plans and all related bonds and other financial assurances; and Tenant shall carry out all such cleanup plans and clean-up until completed to the satisfaction of the applicable Governmental Agency; provided, that any such clean-up shall, at a minimum, return the Premises 253
14 to the condition existing before the disposal, discharge, or release of the Hazardous Substances.

Without limiting the foregoing, Tenant shall immediately remedy any violation of any of the Hazardous Substance Laws by Tenant or otherwise at or from the Premises during the Term at Tenant's sole cost and expense, including repairing any damage to the Premises or other property caused by such violation. Tenant's clean-up of any such disposal, discharge, or release, or Tenant's remediation of any violation of the Hazardous Substance Laws, shall not preclude Landlord from, nor be in lieu of, the exercise by Landlord of any remedies available to Landlord for Tenant's breach of this Lease, including termination of the Lease. (v) Tenant shall promptly provide all information regarding the Release of Hazardous Substances that is required by Landlord. If Tenant fails to fulfill any duty imposed under this Section within a reasonable time, Landlord may, but shall not be required to, do so; and in such case, Tenant shall cooperate with Landlord in order to prepare all documents Landlord deems necessary or appropriate to determine the applicability of the Hazardous Substance Laws to the Premises and Tenant's use thereof, and for compliance therewith, and Tenant shall execute all documents promptly upon Landlord's request. No such action by Landlord and no attempt made by Landlord to mitigate damages under any Law shall constitute a waiver of any of Tenant's obligations under this Section.
(vi) Tenant shall provide Landlord, at Tenant's sole cost and expense, copies of all correspondence with any Governmental Agency concerning Hazardous Substances promptly upon sending or receiving such correspondence. For purposes of this subsection, “correspondence” shall include any clean-up plans or other submittals made by Tenant to a Governmental Agency or any notice or other communication received from a Governmental Agency. (vii) Without limiting any other rights of Landlord under this Lease to inspect or otherwise enter the Premises, Tenant shall permit Landlord and Landlord's agents, employees, contractors, and/or consultants to enter the Premises during regular business hours for the purposes of inspecting the Premises to insure that Tenant is complying with the Hazardous Substance Laws and the terms of this Section 11.9. Such inspection may, but shall not be required to, include, without limitation, any sampling and/or testing of soil or of any materials or substances on the Premises deemed necessary by Landlord. Notwithstanding the foregoing, Landlord may, but shall not be required to, enter the Premises at any time to stop the disposal, discharge, or release of any Hazardous Substances in violation of the Hazardous Substance Laws. No such inspection by Landlord shall in any way whatsoever limit, restrict, or otherwise adversely affect any right or remedy Landlord may otherwise have against Tenant under this Lease, including, without limitation, any right or remedy provided in Section 18.5 or the indemnity provided in Subsection 11.9(c) below. (c) TENANT'S INDEMNITY.

Tenant hereby indemnifies, defends, and holds harmless Landlord, the Manager and any lender or encumbrancer of all or part of the Shopping Center and their respective officers, members, directors, partners, agents, affiliates, beneficiaries, shareholders, joint venturers, related and affiliated groups or entities, and employees from all fines, suits, procedures, claims, liabilities, and actions of every kind, and all costs associated therewith (including attorneys' and consultants' fees) arising out of or in any way connected with any deposit, spill, discharge, or other release of Hazardous Substances that occurs during the Term, at or from the Premises, or which arises at any time from Tenant's use or occupancy of the Premises, or from Tenant's failure to provide all information, make all submissions, and take all steps required by all Governmental Agencies under the Hazardous Substance Laws and all other environmental laws; except that Tenant shall not be liable for claims resulting from the sole negligence or sole willful misconduct of Landlord, another party indemnified hereunder, or the agents, servants, or employees of Landlord or another indemnified party. (d) SURVIVAL.

Tenant's obligations and liabilities (including, without limitation, indemnities under this Section 11.9) shall survive the expiration of this Lease. Nothing in this Section 11.9 (including, without limitation, those provisions 254
15 enumerating the rights of Landlord and any action, or failure to act, thereunder) shall be deemed to be an approval or acquiescence by Landlord of any action or failure to act by Tenant in violation of any Hazardous Substance Law.

ARTICLE 12

MAINTENANCE, REPAIRS, AND ALTERATIONS

12.1 LANDLORD'S MAINTENANCE AND REPAIR OBLIGATIONS.

During the Term, Landlord shall maintain in good condition and repair the foundations, roofs, and exterior surfaces of the exterior walls of the building in which the Premises are located (exclusive of doors, door frames, door checks, windows, window frames, plate glass, interior ceilings, storefronts, security grills and similar enclosures); provided however that if any repairs or replacements are required by reason of the negligence or willful acts or omissions of Tenant, Tenant's employees or agents, or anyone claiming under Tenant, or by reason of Tenant's failure to observe or perform any conditions or agreements contained in this Lease or caused by alterations, additions, or improvements made by Tenant or anyone claiming under Tenant, the cost of same shall be the sole responsibility of Tenant. It is acknowledged by Tenant that the cost of some or all of Landlord's maintenance and repair obligations, including, without limitation, painting exterior surfaces of buildings, shall be included in Common Area Expenses. Notwithstanding anything to the contrary contained in this Lease, Landlord shall not be liable for failure to make repairs required to be made by Landlord hereunder unless Tenant has previously notified Landlord in writing of the need for such repairs and Landlord has failed to commence and complete the repairs within a reasonable period of time following receipt of Tenant's written notice. Tenant waives the provisions of Sections 1941 and 1942 of the Civil Code of the State of California, or any superseding statutes, and of any other law permitting Tenant to make repairs at Landlord's expense. It is understood and agreed that Landlord shall be under no obligation to make any repairs, alterations, replacements, or improvements to or upon the Premises or the mechanical equipment exclusively serving the Premises at any time except as expressly provided in this Lease.

12.2 LANDLORD'S RIGHT OF ENTRY.

Landlord, its agents, contractors, servants, and employees may, but shall not be obligated to, enter the Premises at all reasonable times to: (a) examine the Premises; (b) perform any obligation or exercise any right or remedy of Landlord under this Lease; (c) make repairs, alterations, improvements, or additions to the Premises or to other portions of the Shopping Center as Landlord deems necessary or desirable; (d) perform work necessary to comply with laws, ordinances, rules, or regulations of any public authority or of any insurance underwriter; (e) perform work that Landlord deems necessary to prevent waste or deterioration in connection with the Premises; and (f) show the Premises to prospective purchasers, tenants, lenders, and insurers. If Landlord enters the Premises to take any action allowed under this Section, Landlord may take onto the Premises any material required therefor without same constituting an eviction of Tenant in whole or in part and the Annual Base Rent and Additional Rent reserved hereunder shall in no way abate by reason thereof. During the six (6) months prior to the expiration of the Term, Landlord may exhibit the Premises to prospective tenants and purchasers and may place upon the Premises appropriate leasing and/or for sale notices, which Tenant shall permit to remain without molestation.

12.3 TENANT'S MAINTENANCE AND REPAIR OBLIGATIONS.

Tenant shall at all times, from and after the Date of Execution of this Lease, at its own cost and expense, repair, replace, and maintain in good and tenantable condition the Premises and every part thereof (except that portion of the Premises to be maintained by Landlord as provided in Section 12.1), and including without limitation the utility meters, pipes and plumbing, electrical wiring fixtures, and conduits, all fixtures, including grease interceptors, airconditioning and heating equipment exclusively serving the Premises, and other equipment therein, all Tenant's signs, locks and closing devices, and all window sashes, casements, or frames, doors, door frames, door checks, windows, window frames, plate glass, interior ceilings, storefronts, security grills, and similar enclosures, floor coverings and all such items of repair, maintenance, alteration, improvement, or reconstruction as may at any time be required by a Governmental Agency having jurisdiction over the Premises or any part thereof. All replacements shall be of a quality equal to or exceeding that of the original. Tenant shall at all times during the Term be responsible for altering the nonstructural elements of the Premises and rearranging the fixtures and furniture therein as necessary to comply with all applicable laws, ordinances, and regulations (including, without limitation, the Americans with Disabilities Act of 1990 or any amendments thereto and the regulations issued thereunder). Tenant shall fixturize, decorate, and maintain the Premises in a tasteful and decorous manner having regard for the general standards of appearance prevailing in the Shopping Center. All glass, both exterior and interior, in the Premises is 255
16 at the sole risk of Tenant, and any glass broken shall be promptly replaced by Tenant with glass of the same kind, size, and quality. Should Tenant fail to make these repairs and replacements or otherwise maintain the Premises, within three (3) days after written demand by Landlord, or should Tenant commence but fail to complete any repairs or replacements within a reasonable time after written demand by Landlord, Landlord may, but shall in no event be obligated to, make the repairs or replacements without liability to Tenant for any loss or damage that may, in any way, accrue to Tenant or Tenant's business as a result thereof, and Tenant shall pay to Landlord, as Additional Rent, the costs incurred by Landlord in the making of such repairs or replacements together with Default Interest as provided in Section 27.19. Neither anything contained in this Section nor Landlord's making of any such repair or replacement shall constitute a waiver of Tenant's default hereunder. No exercise by Landlord of any right reserved in this Section shall entitle Tenant to any damage for any injury or inconvenience occasioned thereby or to any abatement of Annual Base Rent or Additional Rent reserved hereunder. Landlord shall contract with a service company of its own choosing for the maintenance of the heating, ventilating, and air-conditioning ("HVAC") equipment serving the Premises, and bill Tenant for the cost of same. The sum so billed to Tenant shall become immediately due to Landlord as Additional Rent.

12.4 ALTERATIONS.

Landlord agrees that Tenant may, at its own expense and after giving Landlord at least fifteen (15) days' prior written notice of its intention to do so, from time to time during the Term, make interior, nonstructural alterations, additions, and changes (collectively “Alterations”) in the Premises as it may find necessary or convenient for its purposes; provided that the value of the Premises is not thereby diminished; provided, further, that no Alterations costing in excess of Twenty Thousand Dollars ($20,000), or which involve the movement of walls and/ or doors or the placement of non-bearing partitions, may be made without the prior written consent of Landlord. Prior to beginning any Alterations [whether or not such proposed Alterations will cost in excess of Twenty Thousand Dollars ($20,000), Tenant will secure, and furnish proof to Landlord of, a performance and completion bond in an amount equal to Landlord's estimated cost of such Alterations, issued by a company satisfactory to Landlord. In no event shall Tenant make or cause to be made any penetration through the roof of the building in which the Premises are located or any wall of the Premises or cut any floor, joist, or supporting member, or perform any work which could affect the heating, ventilation, or air-conditioning system serving the Premises. In the event Landlord, in its sole discretion, agrees that it is necessary to make any cuts in the floor or roof, Landlord will either (i) itself make such cuts and close and reseal the affected area at Tenant's cost, or (ii) allow Tenant to perform such work, at Tenant's cost and with Landlord's supervision, in which case Tenant shall perform the work in such a manner as not to invalidate in any way any applicable guarantee or warranty. Further, Tenant shall not go onto the roof or permit anyone else to do so without Landlord's prior written consent. Permitted Alterations do not include, and Tenant shall have no right to construct, alter, or install, any improvement, wherever located, that would interfere with access to, visibility of, or parking for all or any portion of the Shopping Center.

Tenant shall be directly responsible for any and all damages resulting from any violation of the provisions of this Section. If Tenant makes any permitted Alterations, Tenant shall (a) make such Alteration (i) under the supervision of competent architect or competent licensed structural engineer, (ii) in accordance with all applicable laws, rules, regulations, and ordinances (including, without limitation, the Americans with Disabilities Act of 1990 and the regulations issued thereunder), and plans and specifications approved in writing by Landlord before the commencement of work, (iii) in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be capable of conducting business, and (iv) in such a manner as not to obstruct access to the Premises or the Shopping Center or of any other tenant or customer of the Shopping Center; (b) keep all work areas in a reasonably clean, safe, and orderly condition; and (c) carry such insurance as required by Article 15 covering any such Alterations, it being expressly understood and agreed that none of such Alterations shall be insured by Landlord under such insurance as it may carry upon the building in which the Premises are located, nor shall Landlord be required under any provisions hereof respecting reconstruction of the Premises to reinstall any such Alterations following a casualty. Upon completion of such work, Tenant shall file for recording, in the office of the county recorder where the Shopping Center is located, a valid notice of completion and shall furnish to Landlord a set of revised “as-built drawings.”
Without limiting any other obligation by Tenant to pay for damage to the Shopping Center, Tenant shall repair any damage to the Shopping Center caused by Tenant or its employees, agents, or independent contracts in connection with any Alterations or with Tenant's Work and restore the damaged areas to their condition prior to the damage. If 256
17 the damage occurs in connection with Tenant's Work, Landlord may at its election make the repairs at Tenant's expense and deduct the cost from the Tenant Improvement Allowance (as defined in Exhibit C to this Lease).

12.5 QUIET PERIOD.

Notwithstanding anything to the contrary in Sections 12.3 and 12.4 above or elsewhere in this Lease, Tenant shall not undertake any construction on or in the Premises except for emergency repairs diligently pursued, during the period from October 1st to December 31st of any year without the prior written consent of Landlord, which consent may include conditions designed to eliminate interference with the business of other tenants and owners of pads within the Shopping Center.

ARTICLE 13

COMMON AREA

13.1 DEFINITION OF COMMON AREA.

The term “Common Area,” as used in this Lease, shall mean all areas within the exterior boundaries of the Shopping Center now or hereafter made available for the general and non-exclusive use of the owners and occupants of the Shopping Center and their invitees. The Common Area shall include without limitation all parking areas, access roads, driveways, entrances, retaining walls and exits thereto, loading docks, package pick-up stations, washrooms, pedestrian malls, courts, sidewalks and ramps, landscaped and planted areas, exterior stairways, and other areas, improvements and facilities provided for the general use of Shopping Center owners, tenants, and occupants and their invitees. Landlord may make changes to the Common Area from time to time based on additions thereto and subtractions therefrom. When buildings are constructed in the Common Area, the areas no longer provided for common use shall be withdrawn from the Common Area. Tenant acknowledges that Tenant's rights in and to the Common Area are subject to and no greater than Landlord's rights in and to the Common Area under the Declaration (as defined in Section 3.5), if any. No provision of this Lease shall be deemed to (i) confer any right on any persons or entities except the parties to this Lease and any mortgagee of Landlord's except as expressly otherwise provided by the terms of this Lease, or (ii) be a gift or dedication of any portion of the Shopping Center to or for the general public or for any public purposes whatsoever.

13.2 MAINTENANCE AND USE OF COMMON AREA.

The manner in which the Shopping Center is maintained shall be determined by Landlord and the Manager, if other than Landlord, in their sole discretion; provided, however, that Landlord shall have the right to allow any owner or occupant to maintain all or part of the Common Area, and that part of the Common Area shall be excluded from the area which Landlord controls and maintains hereunder. The use and occupancy by Tenant of the Premises shall include a non-exclusive right to use the Common Area in common with the owners and other occupants of the Shopping Center and their invitees, subject to the Declaration, if any, and to the rules and regulations concerning the use of the Common Area established by Landlord and the Manager from time to time.

13.3 CONTROL OF AND CHANGES TO COMMON AREA.

Landlord and the Manager, if other than Landlord, may change the Common Area. Landlord's rights shall include without limitation the right to (a) prevent unauthorized persons from using the Common Area ; (b) utilize from time to time any portion of the Common Area for promotional, entertainment, and related matters; (c) place permanent or temporary kiosks, displays, carts, and stands in the Common Area and to lease them to tenants, to use them for Shopping Center promotion, or to furnish them without charge to civic or charitable organizations; (d) temporarily close any portion of the Common Area for repairs, improvements, or alterations, to discourage noncustomer use, to prevent dedication or an easement by prescription, or for any other reason deemed sufficient in Landlord's judgment; (e) change the shape and size of the Common Area, give or receive easements or licenses, or add, eliminate, or change the location of improvements to the Common Area, including without limitation buildings, parking areas, roadways, and curb cuts; (f) construct buildings or other structures in the Common Area; (g) make any modifications to the parking in, and access to, the Common Area that are required by law; and (h) make changes to the Common Area from time to time that Landlord deems desirable for the Shopping Center in Landlord's sole discretion. Landlord may determine the nature, size, and extent of the Common Area and whether portions of the same shall be surface, underground, or multiple-deck.

13.4 PARKING.
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18 (a) EMPLOYEE PARKING. Tenant and its employees shall park their vehicles only in parking areas from time to time designated for that purpose by Landlord or the Manager. Neither Tenant nor any employee or invitee of Tenant's shall use any part of the Common Area for parking except the areas so designated.

Tenant shall furnish Landlord with a list of its and its employees' vehicle license numbers within fifteen (15) days after Landlord's request therefor. Tenant thereafter shall notify Landlord of any change in the list within five (5) days after the change occurs. If Tenant or its employees park in violation of these provisions or of other parking rules and regulations implemented by Landlord, Landlord may charge Tenant, as Additional Rent, Twenty Dollars ($20.00) per violation (with each vehicle constituting a separate violation) for each day or partial day on which the violation occurs or persists. Tenant agrees to assume responsibility for compliance by its employees with these parking provisions. (b) PARKING PROGRAM. If Landlord or the Manager implements any program related to parking, parking facilities, or transportation facilities mandated by any Governmental Agency, including but not limited to, any program of parking validation, employee shuttle transportation, or other program to limit, control, enhance, regulate, or assist parking by customers of the Shopping Center, Tenant agrees to participate in the program and pay a share of the costs of the program under rules and regulations from time to time established by Landlord. Landlord shall have the right to impose a parking charge upon the users of the parking area within the Shopping Center in the event that any parking surcharge or regulatory fee, however designated, shall be imposed upon or levied or assessed against the Shopping Center, or any portion thereof, on or on account of the parking spaces thereon, by any Governmental Agency pursuant to the “Clean Air Act” or any plan implemented pursuant thereto or any act amendatory or in substitution thereof, or pursuant to any other similar governmental act or decree. The proceeds of such parking charges shall be used to pay any such surcharge or fee and the costs of implementing and administering such program.

If Landlord does not elect to do so, any such surcharge, fee and the costs of implementing and administering such program by Landlord shall be included within the Common Area Expenses hereunder.

13.5 DEFINITION AND PRORATION OF COMMON AREA EXPENSES.
(a) DEFINITION. “Common Area Expenses” means all costs and expenses incurred by or charged to Landlord or the Manager with respect to operating, maintaining, managing, policing, insuring, and repairing the Common Area within the Landlord Maintenance Area not otherwise reimbursed by insurance proceeds.

Common Area Expenses shall include without limitation all amounts incurred by or charged to Landlord for the operation and maintenance of the Common Area pursuant to the Declaration; costs levied, assessed, imposed by or at the direction of, or resulting from statutes, regulations, ordinances, or interpretations thereof, promulgated by any Governmental Agency in connection with the use of the Common Area; and all costs incurred by Landlord in connection with: (i) Landlord's contest of any such Real Property Taxes or other governmental charges and assessments; (ii) Remodeling (as defined in Article 26) the Shopping Center; (iii) maintaining and repairing, pursuant to Section 12.1, the buildings from time to time constituting the Shopping Center (including, without limitation, any repair and replacement required by reason of graffiti or other vandalism occurring at the Shopping Center); (iv) repairing, reconstructing, and restoring the Premises pursuant to Sections 17.1(a) or 17.2, provided that such expenses shall be amortized over the shorter of ten (10) years or the estimated useful life of the improvement; (v) marketing and promoting the Shopping Center and the tenants thereof; (vi) purchasing, installing, maintaining, removing, and storing seasonal decorations which are used in the Common Areas; (vii) repainting the Common Area and the exteriors of the buildings within the Shopping Center; and (viii) a sum payable to Landlord for administration and overhead (the “Administrative Fee”) in an amount equal to fifteen percent (15%) of all the foregoing costs and expenses for the applicable year.
(b) PAYMENT. From and after the Rent Commencement Date and continuing thereafter during the Term, Tenant shall pay to Landlord, on the first day of each calendar month, the monthly amount of Tenant's share of Common Area Expenses. Landlord may revise its estimate from time to time upon written notice.

Tenant's share of Common Area Expenses shall be computed by multiplying the Common Area Expenses by a fraction, the numerator of which shall be the Floor Area of the Premises and the denominator of which shall be ninety-five percent (95%) of all of the Floor Area of the building space that is actually constructed in the Landlord Maintenance Area and occupied or intended for occupancy. Notwithstanding the foregoing, Landlord may, in its reasonable discretion, establish pools for various components of Common Area 258
19 Expenses. Tenant's share for each pool shall be based upon the ratio of the Floor Area of the Premises to the Floor Area of the premises participating in the pool. For example, if one tenant is exclusively financially responsible for maintaining that area of the sidewalk directly in front of its premises, Tenant and the remaining tenants shall not have included in the Common Area Expenses for which they are responsible any costs or charges attributable to that specific area of the sidewalk and, consequently, the denominator for Common Area Expenses attributable to sidewalk maintenance shall exclude the Floor Area occupied by such tenant. Likewise, if a group of purchasers and tenants, but not all purchasers and tenants in the Shopping Center, require a special benefit related to the Common Area, Landlord shall, first, have reasonable discretion whether to grant such request or not, and, if Landlord should grant the request, then the cost of this extra benefit shall be apportioned solely among those owners and tenants requesting such special benefit. For example, if some, but not all, owners and tenants request after-hours lighting of the Common Area, the denominator for the cost of the extra hours of lighting shall include only the Floor Area of owners and tenants requesting such lighting and only those owners and tenants requesting such lighting shall be charged for it. Within one hundred twenty (120) days following the end of each calendar year, fiscal year, calendar quarter, or fiscal quarter, at Landlord's option, Landlord shall furnish Tenant a reconciliation statement covering the period just expired, showing the actual Common Area Expenses for that period, the amount of Tenant's share of Common Area Expenses for that period and the monthly payments made by Tenant during that period for Common Area Expenses. Landlord's failure to furnish a reconciliation statement within such 120-day period shall not relieve Tenant of its obligation to pay any deficiency. If Tenant's payments for the period exceed Tenant's share of actual Common Area Expenses, and provided Tenant is not in arrears as to the payment of any Annual Base Rent or Additional Rent, Landlord may offset the excess against Tenant's share of estimated Common Area Expenses next due Landlord. If Tenant's share of the actual Common Area Expenses exceeds Tenant's total payments of Common Area Expenses for a period, Tenant shall pay to Landlord the deficiency within ten (10) days after receipt of the reconciliation statement. The “Landlord Maintenance Area” means, at any given time, the parcels, as adjusted from time to time, within the Shopping Center whose Common Area is maintained by Landlord or at its expense.

13.6 EASEMENTS.

Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications as Landlord deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, respecting the Shopping Center, so long as such easements, rights, dedications, maps, and restrictions do not materially and adversely interfere with the use of the Premises by Tenant. Tenant specifically has no real property interest in any portion of the Common Area of the Shopping Center save and except the mere license for use as set forth herein.

Notwithstanding the foregoing, Tenant shall sign any of the aforementioned documents consenting to the granting of easements and other use rights upon request of Landlord and failure to do so shall constitute a material breach of this Lease.

ARTICLE 14

ASSIGNMENT AND SUBLETTING

14.1 CONSENT REQUIRED.

Tenant shall not (i) Assign its interest in this Lease or the Premises, nor (ii) enter into any sublease for the Premises.

ARTICLE 15

INSURANCE

15.1 TENANT'S INSURANCE.

Tenant shall, at its sole cost and expense, commencing on the date Tenant is given access to the Premises, and continuing thereafter during the Term, procure, pay for, and keep in full force and effect the following types of insurance, in at least the amounts specified below subject to increase as Landlord may reasonably require from time to time, and in the form specified below:
(a) Commercial general liability insurance with a per occurrence coverage limit of not less than Two Million Dollars ($2,000,000.00) covering bodily injury, personal injury, death and property damage liability 259
20 (commonly described as coverage for “damage to premises rented”) and in the aggregate, or the current limit carried by Tenant, whichever is greater, insuring Landlord and Tenant against any and all liability with respect to the Premises or arising out of the maintenance, use, or occupancy of the Premises, or related to the exercise of any rights of Tenant pursuant to this Lease. All such insurance shall specifically insure the performance by Tenant of the indemnity agreement set forth in Section 15.6 below. Further, all such insurance shall include, but not be limited to, blanket contractual, cross-liability, and severability of interest clauses, products/completed operations, broad form property damage, independent contractors, and, if alcoholic beverages are served, sold, consumed, or obtained in the Premises, liquor liability. (b) Workers' compensation coverage as required by law, together with employer's liability coverage in an aggregate amount of not less than One Million Dollars ($1,000,000.00) or any greater amount required under California laws from time to time in effect, and a waiver by Tenant's insurer of any right of subrogation against Landlord by reason of any payment pursuant to such coverage. (c) Business interruption or loss of income insurance in amounts satisfactory to Landlord. (d) Plate glass insurance covering all plate glass on the Premises at full replacement value. Tenant shall have the option either to insure the risk or to self-insure. (e) Insurance covering all items defined as Tenant's Work in Exhibit C, Tenant's leasehold improvements, Alterations permitted under Article 12, trade fixtures, merchandise and personal property from time to time in, on, or about the Premises, in an amount not less than full replacement value, providing protection against any peril included within the classification “fire and extended coverage,” sprinkler damage, vandalism, malicious mischief, and such other additional perils as covered in a standard “all risk” insurance policy. Upon the occurrence of a covered casualty, any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall terminate under the provisions of Article 17.
(f) Insurance with regard to construction of Tenant's Work pursuant to Exhibit C and permitted Alterations pursuant to Section 12.4, including but not limited to contingent liability and “all risks” builder's risk insurance, in amounts as acceptable to Landlord.
(g) Commercial automobile liability and property insurance insuring all owned, non-owned, and hired vehicles used in the conduct of Tenant's business and operated upon or parked upon the Common Area with a combined single limit of not less than One Million Dollars ($1,000,000.00) covering bodily injury, death, and property damage per occurrence and in the aggregate.

15.2 POLICY FORM.

All policies of insurance provided for herein shall comply with the following:
(a) policies must be issued by insurance companies with general policy holder's ratings of not less than A, and financial ratings of not less than Class XII, as rated in the most current available “Best's Key Rating Guide,” and which are authorized to do business in the State where the Shopping Center is situated; (b) no policies issued on a “Claims Made” basis will be acceptable and no policies will have any deductible provision in excess of one percent (1%) of the total coverage unless approved in writing by Landlord; (c) all such policies shall name Landlord, Landlord's property manager, and Landlord's mortgagee(s) or beneficiary(ies) as additional insureds (or, in the case of casualty policies, shall name Landlord, Landlord's property manager, Landlord's mortgagee(s) or beneficiary(ies), and any other person or entity reasonably designated by Landlord as loss payees), and all such policies shall be for the mutual and joint benefit and protection of Landlord, Tenant, Landlord's property manager, and Landlord's mortgagee(s) or beneficiary(ies);
(d) Certificate Holder box shall name Landlord, Landlord's property manager, and Landlord's mortgagee; and 260
21 (e) All public liability, property damage, and other casualty policies shall be written as primary policies and any insurance carried by Landlord shall not be contributing with such policies.

Executed copies of the policies of insurance, endorsements, and certificates indicating that such insurance is currently in force, or certificates thereof, shall be delivered to Landlord prior to Tenant, its agents, or employees entering the Premises for any purpose. Thereafter, executed copies of renewal policies or certificates thereof shall be delivered to Landlord within thirty (30) days prior to the expiration of the term of each policy. If Tenant delivers a certificate of insurance to Landlord pursuant to either of the foregoing two sentences, Tenant shall, upon Landlord's request, deliver to Landlord an executed copy of the underlying policy. Whether or not Landlord requires Tenant to provide a copy of the underlying policies of insurance covered under this Article, Tenant shall provide Landlord with an endorsement to each such policy, appropriately issued by Tenant's insurance company to the effect that:
(f) the insurance is primary, and any insurance carried by Landlord shall not be contributing with such policies; (g) Landlord, Landlord's property manager, Landlord's mortgagee(s) or beneficiary(ies), and any other person or entity reasonably designated by Landlord are named as additional insureds or loss payees, as applicable; and
(h) the insurer will give Landlord at least thirty (30) days' written notice in advance of any cancellation or lapse, or of the effective date of any reduction in the amounts, of insurance.

15.3 BLANKET POLICIES.

Notwithstanding anything to the contrary contained in this Article, Tenant's obligations to carry insurance may be satisfied by coverage under a so-called blanket policy of insurance, provided, that the requirements set forth in this Lease are otherwise satisfied and any such blanket policy contains a provision that the limit(s) of the policy shall apply independently to the Premises and the activities conducted thereon in amounts not less than those amounts required by this Article 15.

15.4 INCREASED PREMIUMS DUE TO USE OF PREMISES.

Tenant shall not do any act in or about the Premises which may cause the cancellation of any insurance policy or which will tend to increase the insurance rates upon the building in which the Premises are located or upon any other building in the Shopping Center. Tenant agrees to pay to Landlord upon demand the amount of any increase in premiums for insurance resulting to Landlord or any purchaser or any other tenant at the Shopping Center from Tenant's use of the Premises, whether or not Landlord shall have consented to such use on the part of Tenant.

Tenant may not install upon the Premises any electrical equipment which overloads the utility facilities servicing the Premises; if Tenant does so, Tenant, at its own expense, shall make whatever changes are necessary to comply with the requirements of Landlord, the insurance underwriters, and any appropriate utility or governmental authority.

15.5 LANDLORD'S INSURANCE AND REIMBURSEMENT OF INSURANCE PREMIUMS BY TENANT.

Landlord, during the Term and at all times from and after the Date of Execution of this Lease, shall maintain in effect a policy or policies of insurance covering the building in which the Premises are located, in an amount not less than one hundred percent (100%) of the full replacement cost (exclusive of the cost of excavations, foundations, and footings), or the amount of insurance Landlord's mortgagee(s) or beneficiary(ies) may require Landlord to maintain, whichever is the greater, providing protection against any peril generally included in the classification “fire and extended coverage,” and such other additional perils as covered in a standard “all risk” insurance policy, with earthquake coverage insurance if deemed necessary by Landlord in Landlord's sole judgment or if required by Landlord's mortgagee(s) or beneficiary(ies), or by any Governmental Agency and including a rental interruption endorsement, if available (collectively, “Landlord's Insurance”). Landlord's obligation to carry Landlord's Insurance may be brought within the coverage of any so-called blanket policy or policies of insurance carried and maintained by Landlord. If Landlord maintains such a blanket policy(ies), the cost of Landlord's Insurance allocable to the Shopping Center shall be deemed to be that portion of the premiums for the blanket policy(ies) allocated by Landlord to the Shopping Center. Tenant agrees to pay to Landlord, as Additional Rent, its share of the cost of Landlord's Insurance (plus any finance charges payable by Landlord to the insurance carrier with respect thereto).

The cost for any partial year of the Term shall be prorated. Tenant's share of the cost of Landlord's Insurance shall be a fractional portion of the sum of the premiums (and finance charges payable by Landlord with respect thereto, 261
22 if any) plus an administration and overhead charge payable to Landlord in an amount equal to fifteen percent (15%) of the premiums. The numerator of such fraction shall be the Floor Area of the Premises and the denominator of such fraction shall be ninety-five percent (95%) of all other Floor Area which is actually constructed in the Shopping Center, provided, however, that any of the aforementioned Floor Area not covered by Landlord's Insurance shall be excluded from the denominator. Tenant shall pay its share of such premiums (plus finance charges) in advance based on estimates made by Landlord from time to time within ten (10) days after Tenant's receipt of Landlord's written estimate. Landlord shall revise such estimates within a reasonable time following the end of each year on the basis of the actual premiums paid for such year. Thereafter, Tenant shall pay its proportionate share of the adjusted estimated premiums in equal monthly installments. If the premiums for the previous year were underestimated, Tenant shall pay its share of the deficiency along with the monthly installment of Annual Base Rent next due. Any excess payment shall be credited against Tenant's payment of estimated premiums next due.

15.6 INDEMNITY.

To the fullest extent permitted by law, Tenant covenants with Landlord that Landlord, the Manager of the Shopping Center, and their respective officers, members, managers, directors, partners, agents, affiliates, shareholders, related groups or entities, and employees (collectively, “Indemnitees”) shall not be liable for, and Tenant hereby protects, defends, indemnifies, and holds Indemnitees harmless from and against any and all actions, proceedings, claims, expenses, liabilities, losses, damages and costs (collectively, “Claims”) (such Claims shall include, without limitation, reasonable attorneys' fees, expert witnesses' fees, and consultants' fees as described below), incurred in connection with, arising from, due to, or as a result of (a) the death of any person or any accident, injury, loss or damage (i) howsoever caused, to any person or property as shall occur in or about the Premises on or after the date that Tenant is given access to the Premises), or (ii) caused by the negligence or willful act or omission of Tenant, any person holding under Tenant, or Tenant's agents, servants, or employees, wherever the same may occur, or (b) noncompliance with (i) the Americans with Disabilities Act of 1990 and the regulations issued thereunder (the “ADA”) relating to the design, construction, alteration, and renovation of the Premises and the arrangement of fixtures and furniture therein, or (ii) any other law, ordinance, or regulation adopted, promulgated or interpreted by any Governmental Agency with jurisdiction over the Premises, except Claims resulting from the sole negligence or sole willful act or omission of Landlord or one or more of the other indemnified parties, or the agents, servants, or employees of Landlord or an indemnified party wherever the same may occur. This obligation to indemnify shall include reasonable attorneys' fees, expert witnesses' fees, and consultants' fees (including charges of in-house counsel) and incidental costs, investigation costs and all other reasonable costs, expenses, and liabilities incurred by Indemnitees or their counsel from the date the first notice that any Claim is to be made or may be made.

15.7 WAIVER OF SUBROGATION.

Neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any direct or consequential loss or damage to any building, structure or other tangible property, or any resulting loss of income, or losses under worker's compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if any such loss or damage is covered by insurance benefitting the party suffering such loss or damage. To the extent it may be necessary, Landlord and Tenant agree to obtain from the insurer(s) issuing property policies required hereunder endorsements which shall provide that the insurer waives all right of recovery by way of subrogation against the other party.

15.8 FAILURE BY TENANT TO MAINTAIN INSURANCE.

If Tenant neglects to secure and maintain insurance policies complying with the provisions of this Article, Landlord may secure the appropriate insurance policies and Tenant shall pay, upon demand, the cost of same to Landlord, plus a service fee equal to fifteen percent (15%) of the total annual premium cost of the policy or policies, as Additional Rent. Landlord, or an affiliate of Landlord, may act as an insurance agent or broker in such transactions and will be paid as a result of the placement of such insurance.

15.9 SELF-INSURANCE AUTHORITY.

The City may elect to obtain the required insurance through a local agency self-insurance authority established under Government Code Section 6599.01 et seq.
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23 ARTICLE 16

MERCHANTS' ASSOCIATION

16.1 ASSOCIATION.
[Intentionally Omitted].

16.2 ABOLISHMENT OF THE ASSOCIATION.
[Intentionally Omitted].

16.3 CONFLICT.
[Intentionally Omitted].

16.4 ASSOCIATION ASSESSMENTS.
[Intentionally Omitted].

16.5 PAYMENT.
[Intentionally Omitted].

16.6 LANDLORD'S PROMOTIONAL FEE.

ARTICLE 17
DAMAGE

17.1 INSURED CASUALTY.

If the Premises are damaged by fire or other casualty covered by the insurance policy maintained pursuant to Section 15.5, the following provisions shall apply:
(a) Within a period of two hundred ten (210) days after Landlord becomes aware of the occurrence of the casualty, and provided that Landlord has obtained a building permit, conditional use permit, and any other required governmental approvals allowing it to commence construction, Landlord shall commence repair, reconstruction, and restoration of the Premises to the extent of Landlord's Work, if any, as defined in Exhibit C and prosecute the same diligently to completion so long as insurance proceeds are available to cover such costs. If insurance proceeds are not available to cover all such costs, Landlord shall, within such two hundred ten (210) day period, elect by written notice to Tenant either to (i) terminate this Lease in which case this Lease shall terminate as of the last day of such two hundred ten (210) day period, or (ii) commence such repair, reconstruction, and restoration, prosecute the same diligently to completion.

Thereafter, Tenant shall promptly commence, at its sole cost, the repair, reconstruction, and restoration of all Tenant's Work damaged by such casualty or as a natural consequence of Landlord's repair, reconstruction, and restoration as provided in this Section. (b) Notwithstanding the above, in the event of a partial or total destruction of the Premises during the last two (2) years of the Term, unless the Term has been renewed or extended by mutual agreement of the parties so that more than two (2) years remain in the Term as extended, Landlord and Tenant shall each have the option to terminate this Lease upon giving written notice to the other within thirty (30) days after the destruction, terminating the Lease as of the date specified in such notice, which date shall be no less than thirty (30) days and no more than sixty (60) days after giving such notice. For purposes of this Section 17.1(b), “partial destruction” shall be deemed destruction to an extent of at least thirty-three and one-third percent (33-1/3%) of the full replacement cost of the Premises as of the date of destruction.

17.2 UNINSURED CASUALTY.

If the Premises are damaged as a result of any casualty not covered by Landlord's Insurance, Landlord, within two hundred ten (210) days following the date of such damage, and provided that Landlord has obtained a building permit, conditional use permit, and any other required governmental approvals allowing it to commence construction, at its option, may (i) commence repair, reconstruction, or restoration of the Premises to the extent of Landlord's Work, if any, as defined in Exhibit C and diligently prosecute the same to completion, and shall amortize such costs of repair, reconstruction, and restoration as Common Area Expenses over the shorter of ten (10) years 263
24 or the estimated useful life of the improvement under generally accepted accounting principles, or (ii) elect by written notice to Tenant not to so repair, reconstruct, or restore the Premises in which event this Lease shall terminate upon the expiration of the foregoing two hundred ten (210) day period.

17.3 DISTRIBUTION OF PROCEEDS.

In the event of the termination of this Lease pursuant to this Article, (a) all proceeds from Landlord's Insurance maintained pursuant to Section 15.5 shall be paid to Landlord, and (b) all proceeds from Tenant's insurance maintained pursuant to Section 15.1(e) shall be paid to Tenant. All proceeds respecting Tenant's trade fixtures, merchandise, signs, and other personal property shall be paid to Tenant.

17.4 ABATEMENT.
(a) In the event of repair, reconstruction, and restoration as provided in this Article, the Annual Base Rent shall be abated proportionately (i) based on the amount of the Premises' Floor Area that Tenant is unable to use as a portion of the total Floor Area of the Premises immediately before the destruction occurred, and (ii) commencing on the date of destruction and continuing during the reasonable period for such repair, reconstruction, and restoration. Except for such abatement, Tenant shall not be entitled to any special damages, punitive damages, compensatory damages, including but not limited to lost profits, and/or any compensation or damages from Landlord for loss of the use of the whole or any part of the Premises, or Tenant's personal property, or any inconvenience arising from such damage, repair, reconstruction, or restoration. Tenant shall continue the operation of the Permitted Use in the Premises during any such period of repair, reconstruction, or restoration based on commercially reasonable standards, and the obligation of Tenant to pay Additional Rent, shall remain in full force and effect. (b) Landlord will, during prosecution of such repair, reconstruction, or restoration, have the right, but not the obligation, to temporarily furnish other premises to Tenant for its use. During any such temporary relocation, the Annual Base Rent will be based on the actual Floor Area of the temporary premises, but shall in no event be greater than the Annual Base Rent then due with respect to the Premises.

17.5 WAIVER OF TERMINATION.

Tenant waives any statutory rights of termination which may arise by reason of any partial or total destruction of Premises.

17.6 RECONSTRUCTION REQUIREMENTS.

Any repair, reconstruction, or restoration of the Premises under this Article shall be performed in conformity with the provisions of Exhibit C and to the extent of the work as therein set forth. Notwithstanding that all repair, reconstruction, or restoration work shall be performed by Landlord's contractor unless Landlord shall otherwise agree in writing, Landlord's obligation to repair, reconstruct, or restore the Premises shall be only to the extent of the work described in Exhibit C as Landlord's Work, if any; and Tenant, at its sole cost and expense, shall repair, reconstruct, and restore all items described as Tenant's Work in Exhibit C, and shall replace its stock in trade, trade fixtures, furniture, furnishings, and equipment to at least the extent existing before the casualty. Tenant shall commence such work promptly upon Landlord's redelivery to it of possession of the Premises and shall diligently prosecute such installation to completion.

ARTICLE 18

EMINENT DOMAIN

18.1 TAKING.

The term “Taking,” as used in this Article, shall mean an appropriation or taking under the power of eminent domain by any public or quasi-public authority (the “Condemning Authority”) or a voluntary sale or conveyance in lieu of condemnation but under threat of condemnation.

18.2 TOTAL TAKING.

In the event of a Taking of the entire Premises, this Lease shall terminate and expire as of the date possession is delivered to the Condemning Authority and Landlord and Tenant shall each be released from any liability accruing pursuant to this Lease after the termination.
264
25 18.3 PARTIAL TAKING.

If there is a Taking of more than twenty-five percent (25%) of the Floor Area of the Premises, either Landlord or Tenant may, within thirty (30) days of its receipt of written notice respecting such Taking, elect to terminate this Lease as of the date Tenant is required to vacate a portion of the Premises by giving the other party written notice of such election within such thirty (30) day period.

18.4 TERMINATION OF LEASE.

If this Lease is terminated as provided above, the award of compensation shall belong to and be the property of Landlord without participation by Tenant; provided, however, that nothing contained herein shall be interpreted to preclude Tenant from prosecuting any claim directly against the Condemning Authority for (i) Tenant's Work and permitted Alterations made to the Premises by Tenant which Tenant has a right to remove pursuant to this Lease but elects not to remove, or (ii) if Tenant elects to remove any such Tenant's Work and permitted Alterations, reasonable removal and relocation costs not to exceed the market value of same, so long as no such claim by Tenant shall diminish the amount of the award otherwise available to Landlord or any mortgagee of Landlord.

18.5 CONTINUATION OF LEASE.

In the event of a Taking, if this Lease is not terminated in accordance with Sections 18.2 or 18.3 above, Landlord shall be entitled to receive the total award of compensation and agrees, at Landlord's cost and expense as soon as reasonably possible after the Taking, to restore the Premises (to the extent of the condemnation proceeds and pursuant to Sections 17.4 and 17.6) to a complete unit of like quality and character as existed prior to the Taking; and thereafter the Annual Base Rent shall be adjusted in proportion to the ratio which the Floor Area of the Premises after restoration bears to the Floor Area of the Premises immediately prior to the Taking.

ARTICLE 19

DEFAULTS BY TENANT

19.1 EVENTS OF DEFAULT.

Tenant shall be in default under the terms of this Lease if:
(a) Tenant fails to make any payment of Rent (as defined in Section 1.10) on the date that such Rent payment is due;
(b) Tenant commits a breach of any of its obligations under the Lease other than the failure to make a payment of Rent, including, but not limited to, Tenant being in default in the prompt and full performance of any its promises, covenants, or agreements herein contained for more than a reasonable time, in no event to exceed ten (10) days, after written notice thereof from Landlord to Tenant describing the nature of the default in reasonable detail (provided, however, any notice shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure, or any similar superseding statute);
(c) Tenant vacates or abandons the Premises prior to the end of the Lease term or any extension thereof; (d) Tenant makes any general assignment for the benefit of creditors; (e) A petition has been filed against Tenant to have Tenant adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days;
(f) Tenant institutes any proceedings under the Bankruptcy Code or any similar or successor statute, code, or act;
(g) An appointed trustee or receiver takes possession of all or substantially all of Tenant's assets or of Tenant's assets at the Premises, or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30) days; or should all or substantially all of Tenant's assets located at the Premises or Tenant's 265
26 interest in this Lease have been attached or judicially seized, where the seizure is not discharged within thirty (30) days;
(h) [Intentionally Omitted];
(i) Tenant fails to operate within the Premises in accordance with Sections 11.1 and 11.2; or (j) [Intentionally Omitted].

If Tenant is in default beyond any applicable notice and cure period with respect to payment of Rent, Landlord may require (i) payment be made by certified funds, and (ii) any attorneys' fees, and related costs and expenses incurred by Landlord relating to such Tenant default, be reimbursed by Tenant as Additional Rent.

19.2 RIGHTS OF LANDLORD UPON BREACH.

Landlord may treat the occurrence of any one (1) or more of the foregoing events as a breach of this Lease, and, in addition to any and all other rights or remedies of Landlord under this Lease, at law or in equity, Landlord shall have the option, without further notice or demand of any kind to Tenant or any other person except as then may be required by law, to:
(a) Declare the Term ended and to re-enter and take possession of the Premises, and remove all persons therefrom;
(b) Re-enter the Premises and occupy the whole or any part for and on account of Tenant, to the extent then permitted by California law, without declaring this Lease terminated, and to collect any unpaid Rent and other charges which have become due and payable, or which may thereafter become due and payable; or (c) Even though Landlord may have re-entered the Premises pursuant to Subsection 19.2(b), to elect thereafter to terminate this Lease and all of the rights of Tenant in or to the Premises; provided, however, that Landlord shall not be deemed to have terminated this Lease, or the liability of Tenant to pay any Rent, by re-entering the Premises pursuant to this Section, or by any action in unlawful detainer or otherwise to obtain possession of the Premises, unless Landlord shall have notified Tenant in writing that it has so elected to terminate this Lease.

19.3 TERMINATION OF LEASE.

Should Landlord elect to terminate this Lease pursuant to the provisions of Sections 19.1 and 19.2 above, Landlord may recover from Tenant, as damages, the following:
(a) The worth at the time of award of the unpaid Rent which had been earned at the time of termination; plus (b) 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 Tenant proves could have been reasonably avoided; plus
(c) 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 Rent loss that Tenant proves could have been reasonably avoided; plus
(d) Any other amount necessary to compensate Landlord for the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, any costs or expenses incurred by Landlord in (i) retaking possession of the Premises, including reasonable attorneys' fees (including charges of in-house counsel) therefor, (ii) maintaining or preserving the Premises after any default, (iii) preparing the Premises for reletting to a new tenant, including repairs or alterations to the Premises, (iv) payment of leasing commissions, and (v) payment of any other costs necessary or appropriate to relet the Premises; plus (vi) at 266
27 Landlord's election, any other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by the laws of the State where the Shopping Center is situated.

As used in Subsections 19.3(a) and (b) above, the “worth at the time of award” shall be computed by allowing interest at the maximum lawful rate. As used in Subsection 19.3(c) above, the “worth at the time of award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award, plus one percent (1%).

19.4 NON-MONETARY DEFAULTS.
(a) Notwithstanding any other provision of this Article, if the default complained of, other than a default for the payment of monies, cannot be cured within the period requiring curing as specified in Landlord's written notice of default, then the default shall be deemed to be cured if Tenant within the notice period shall have commenced the curing of the default and shall thereafter diligently prosecute the same to completion, so long as such cure is fully completed within one hundred twenty (120) days after the date that Landlord serves written notice to Tenant of the incident constituting the breach of the Lease. (b) In addition, Landlord shall have the right, but not the obligation, to perform on Tenant's behalf any action necessary to cure a default by Tenant hereunder. However, such action by Landlord shall not cure Tenant's default under this Lease. Landlord shall charge Tenant a sum equal to the full cost of Landlord's action plus an administrative fee of fifteen percent (15%) of such aggregate cost plus Default Interest on such aggregate sum (pursuant to Section 27.19). Tenant's failure to pay such charge within five (5) days after Landlord's written demand therefor shall be a separate default under this Lease, but Tenant's payment of such charge within such five (5) day period shall cure the underlying default for which such costs were incurred by Landlord.

ARTICLE 20

DEFAULTS BY LANDLORD

20.1 FAILURE TO PERFORM.

If Landlord fails to perform any of the covenants, provisions, or conditions contained in this Lease on its part to be performed within thirty (30) days after Tenant's written notice of default to Landlord [or if more than thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to promptly commence performance within such thirty (30) day period and thereafter proceed diligently to cure the default], then Landlord shall be liable to Tenant for damages sustained by Tenant as a direct result of Landlord's breach as described below but Tenant shall not be entitled to terminate this Lease as a result thereof or to set off any such damages against Rent otherwise due Landlord. For purposes of this Lease, damages sustained as a direct result of Landlord's breach shall only include the following: (a) the actual costs of replacement, repair, or restoration of Tenant's tangible property or the tangible property of third parties for which Tenant is responsible, to the extent the damage or destruction of such tangible property occurred as a direct result of Landlord's breach; and (b) actual damages awarded to third parties by courts of competent jurisdiction against Tenant but only to the extent such damages are directly attributable to Landlord's breach; and all other consequential, punitive, and/or special, damages (including, but not limited to, damages for lost profits) are hereby expressly waived by Tenant and shall not be recoverable against Landlord.

Notwithstanding anything to the contrary elsewhere in this Lease, (i) Tenant shall be barred from asserting any claim or demand against Landlord hereunder unless Tenant commences an action thereon within six (6) months after the date of the action, omission, or event to which the claim or demand relates, and (ii) Landlord shall not be liable to Tenant for any aggregate amount greater than the value of Landlord's interest in the Shopping Center less the sum of all liens recorded against Landlord's interest in the Shopping Center from time to time.

20.2 CURE BY ASSIGNEE.

If any part of the Premises is at any time subject to a mortgage or a deed of trust and this Lease or the Rent due from Tenant hereunder is assigned to a mortgagee, trustee, or beneficiary (called “Assignee” for purposes of this Article only) and Tenant is given written notice of the assignment, including the address of Assignee, then Tenant shall give written notice of any default by Landlord to Assignee simultaneously with giving such notice to Landlord, specifying the default in reasonable detail and affording Assignee thirty (30) days beyond Landlord's cure period provided in Section 20.1 to itself cure, or commence to cure, such default(s). Tenant further agrees not to invoke 267
28 any of its remedies under this Lease until said thirty (30) days have elapsed, or during any period that such Assignee is proceeding to cure such default with due diligence, or is taking steps with due diligence to obtain the legal right to enter the Premises or adjoining property to cure the default. If and when Assignee has made performance on behalf of Landlord, the default shall be deemed cured.

ARTICLE 21

SUBORDINATION, ATTORNMENT, AND TENANT'S CERTIFICATE

21.1 SUBORDINATION.

Tenant will subordinate, pursuant to Article 25, its rights under this Lease to the Agreements (as defined in Article 25), including, without limitation, any mortgage or deed of trust executed by Landlord.

21.2 ATTORNMENT.

In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust covering the Premises, Tenant shall attorn to the purchaser under this Lease and recognize the purchaser as Landlord, provided that the purchaser shall acquire and accept the Premises subject to this Lease.

21.3 TENANT'S CERTIFICATE.

Tenant, within ten (10) days after receipt of Landlord's written request, shall execute and deliver to Landlord a written statement (on substantially the form attached hereto as Exhibit G or such other form as a prospective purchaser or encumbrancer of all or part of the Shopping Center may require) certifying that (a) this Lease is in full force and effect, without modification (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications); (b) that there are no uncured defaults in Landlord's performance and that Tenant has no right of offset, counterclaim or deduction against Annual Base Rent or Additional Rent (or listing any existing exceptions); (c) except as may be specifically disclosed in such statement, that there are no options, rights of first refusal, or other agreements between Landlord and Tenant other than as set forth in this Lease; (d) the dates to which the Annual Base Rent and Additional Rent have been paid; and (e) any other matters reasonably requested by Landlord. Failure of Tenant to so execute and deliver such statement shall constitute, at Landlord's option, either (i) a breach of this Lease; or (ii) acceptance of the Premises by Tenant and Tenant's acknowledgment that the statements referenced in the statement delivered to Tenant are true and correct, without exception.

ARTICLE 22
SECURITY DEPOSIT [INTENTIONALLY OMITTED]
ARTICLE 23

QUIET ENJOYMENT
Upon Tenant's payment of Annual Base Rent and Additional Rent and its faithful observation and performance of all of the covenants, terms, and conditions of this Lease to be observed and performed by Tenant, Tenant shall peaceably and quietly hold and enjoy the Premises from and after delivery thereof to Tenant; subject, however, to (a) the rights of the parties as set forth in this Lease, (b) the Agreements (as defined in Article 25), and (c) all matters of record.

ARTICLE 24

NOTICES
Except as otherwise required by law, any notice, information, demand, request, reply, or other communication (the “Notice” for purposes of this Article only) required or permitted to be given under the provisions of this Lease shall be given or served as set out herein. Such Notice shall be deemed sufficiently given if it is in writing and if it is (a) served in conformity with the provisions of California Code of Civil Procedure Section 1162 or any superseding statute, (b) deposited in the United States mail, certified, return receipt requested, postage prepaid or (c) sent by Express Mail, or other similar overnight service, provided proof of service is available as an ordinary business record of such overnight service. All notices shall be addressed to the parties at the addresses specified as “Addresses 268
29 for Notices” in Section 1.17. Any Notice personally served shall be effective as of the date of service. Any Notice sent by mail shall be deemed given as of the earlier of (i) actual receipt or (ii) two (2) business days following the date of deposit in the mail. Any Notice sent by Express Mail, or as otherwise provided in clause (c), shall be deemed given upon the date set forth on the proof of delivery. Notices sent by email, Twitter, and/or any electronic media or social media shall not be binding on the parties to this Lease. Either party may, by written Notice to the other in the manner specified herein, specify an address within the state where the Shopping Center is located for Notices, for Payments and Reports, and for Books and Records, in lieu of the address specified in Section 1.17.

ARTICLE 25

TITLE OF LANDLORD
Tenant acknowledges that Landlord's estate in the Premises is subject to (i) the Declaration, (ii) the REA, (iii) covenants, conditions, restrictions, easements, ground leases, mortgages or deeds of trust, and all other matters of record which may, in the future, be executed by Landlord (collectively, including any future amendments, modifications, renewals, replacements, and extensions thereof, the “Agreements”); (iv) the effect of any special plan, community plan, and zoning laws (including, without limitation, any requirement to obtain a conditional use permit) of the city, county, and state where the Shopping Center is situated (collectively, the “Entitlement Requirements”); (v) general and special taxes not presently delinquent; (vi) Landlord has not yet obtained title to the real property (“Real Property”) on which Landlord intends to develop the Shopping Center; and (vii) Landlord intends to obtain title to the Real Property, but shall not be in default if it is unable to do so. Tenant agrees that, at all times during the Term and at Tenant's sole cost and expense as to its leasehold estate, it and all persons in possession or holding under it, will strictly conform to and will not violate that terms of the Agreements, specifically including without limitation the Declaration and/or REA, the Entitlement Requirements, or any other matters of record; and (ii) this Lease is and shall remain subordinate to the Agreements; provided, however, respecting any document which would be an Agreement but for the fact that it is not recorded as of the date of this Lease (an “Unrecorded Agreement”), then this Lease shall automatically become subordinate to such Unrecorded Agreement upon recordation of such Unrecorded Agreement provided such Unrecorded Agreement does not prevent Tenant from using the Premises for the use set forth in Section 1.12. Tenant further agrees to execute and return to Landlord, within ten (10) days after written demand by Landlord, an agreement in recordable form subordinating this Lease to any of the Agreements or Unrecorded Agreements and to all advances made upon the security thereof, which contains a non-disturbance agreement ensuring Tenant's right to continued quiet enjoyment of the Premises under this Lease.

ARTICLE 26

REMODELING
Landlord shall have the right, at any time, to “Remodel” (as hereinafter defined) all or any part of the Shopping Center. If Landlord deems it necessary for construction personnel to enter the Premises in order to Remodel the Shopping Center, Landlord shall give Tenant no less than fifteen (15) days' prior written notice, and Tenant shall allow such entry. Landlord shall use reasonable efforts to complete the work affecting the Premises in an efficient manner so as not to interfere unreasonably with Tenant's business. Tenant shall not be entitled to any damages or to reduction in the Annual Base Rent or Additional Rent for an interference or interruption of Tenant's business upon the Premises or for any inconvenience caused by such construction work. The term “Remodel,” for the purposes of this Lease, means any addition, expansion, or change to, or modification or refurbishing of the Shopping Center made during the Term.

ARTICLE 27

MISCELLANEOUS

27.1 WAIVER.

Any waiver by Landlord of a breach of a covenant of this Lease by Tenant shall not (i) be construed as a waiver of a subsequent breach of the same or any other covenant, or (ii) affect or alter this Lease, but each and every term and provision of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. The consent or approval by Landlord to anything requiring Landlord's consent or approval shall not be deemed a waiver of Landlord's right to withhold consent or approval of any subsequent similar act or request by Tenant. No breach by Tenant of any term, covenant, or condition of this Lease shall be deemed to have been 269
30 waived by Landlord unless the waiver is in writing and is signed by Landlord. In particular, a failure by Landlord to insist upon strict performance of any term, covenant, agreement, provision, or condition of this Lease to be kept, observed or performed by Tenant shall not constitute a waiver of any such term, covenant, agreement, provision, or condition. The acceptance of Rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of any provision hereof other than the failure to of Tenant to pay the particular Rent so accepted.

27.2 RIGHTS CUMULATIVE.

Except as provided herein specifically to the contrary, the rights and remedies of Landlord specified in this Lease shall be cumulative and in addition to any rights and remedies not specified in this Lease.

27.3 ENTIRE AGREEMENT.

It is understood that all previous oral or written agreements or representations between the parties hereto affecting this Lease, if any, are hereby merged into this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, representations, brochures, agreements, and understandings, if any, between Landlord and Tenant or displayed by Landlord to Tenant.

27.4 NO REPRESENTATION.

Landlord reserves the absolute right to create such other tenancies in the Shopping Center as Landlord, in the exercise of its sole business judgment, shall determine to best promote the interests of the Shopping Center.

Nothing contained in this Lease shall be deemed to give Tenant an express or implied exclusive right to operate any particular type of business in the Shopping Center. Moreover, Tenant does not rely on the fact, nor does Landlord represent, (a) that any specified tenant or number of tenants shall occupy any space in the Shopping Center during the Term, (b) that Tenant shall have any exclusive right to operate any particular type of business in the Shopping Center, or (c) that one or more tenants will not, from time to time, be engaged in identical uses as those of Tenant. Tenant also acknowledges and agrees that the depiction of the Shopping Center on Exhibit B does not constitute a representation, covenant or warranty of any kind by Landlord, and Landlord reserves the right from time to time to change the size, layout and dimensions of the Shopping Center and any part thereof, locate, relocate, alter and/or modify the number and location of buildings, building dimensions, the number of floors in any of the buildings, the parking areas, store dimensions, identity and type of other stores and of other tenants and tenancies, the nature of the businesses, activities and uses to be conducted and the Common Areas located from time to time in or on the Shopping Center or any part thereof, it being understood that Landlord and the owner of all or any part of the Shopping Center shall have the full right to lease space in the Shopping Center to any tenant and for any purpose Landlord or such owner shall deem appropriate, including retail, office, non-retail and commercial purposes.

27.5 AMENDMENTS IN WRITING.

No provision of this Lease may be amended except by an agreement in writing signed by both Landlord and Tenant.

27.6 NO PRINCIPAL-AGENT RELATIONSHIP.

Nothing contained in this Lease shall be construed as creating the relationship of principal and agent, partnership or joint venture between Landlord and Tenant.

27.7 GOVERNING LAW.

This Lease shall be governed by and construed in accordance with the laws of the State of California. The courts of Riverside County shall have sole and exclusive jurisdiction over any judicial reference proceeding or other proceeding arising from this Lease.

27.8 SEVERABILITY.

If any provision of this Lease or the application of such provision to any person, entity, or circumstance is found invalid or unenforceable by a court of competent jurisdiction, the determination shall not affect the other provisions of this Lease and all other provisions of this Lease shall be deemed valid and enforceable.

27.9 SUCCESSORS.

All rights and obligations of Landlord and Tenant under this Lease shall extend to and bind the respective heirs, executors, administrators, and the permitted concessionaires, successors, subtenants and assignees of the parties 270
31 hereto. If there is more than one (1) tenant, each shall be bound jointly and severally by the terms, covenants, and agreements contained in this Lease.

27.10 TIME OF ESSENCE.

Except for the delivery of possession of the Premises to Tenant, time is of the essence in this Lease.

27.11 WARRANTY OF AUTHORITY.

Each individual executing this Lease on behalf of the corporation or partnership represents and warrants that he or she is duly authorized to execute and deliver this Lease on behalf of the corporation or partnership and that this Lease is binding upon the corporation or partnership. If Tenant is a corporation, the persons executing this Lease on behalf of Tenant hereby covenant and warrant that (a) Tenant is a duly qualified corporation and all steps have been taken prior to the date hereof to qualify Tenant to do business in the State of California; (b) all franchise and corporate taxes have been paid to date; and (c) all future forms, reports, fees, and other documents necessary to comply with applicable laws will be filed during the Term when due. Concurrent with the execution of this Lease, Tenant shall provide Landlord with written documentation that the person(s) executing the Lease on behalf of Tenant have its authority to do so, as follows:
(a) If Tenant is a corporation, a copy of the articles of incorporation, together with the bylaws or other resolution of the board of directors which demonstrates such fact; a certificate by the secretary of the corporation stating that the signatories are authorized to sign on behalf of the corporation. (b) If Tenant or Tenant's general partner is a general partnership, a true copy of the duly recorded Statement of Partnership, indicating that the signatories are authorized to sign on behalf of the partnership. (c) If Tenant or Tenant's general partner is a limited partnership, a certified copy of the duly filed LP-1 Certificate of Limited Partnership and any amendments thereto identifying the Tenant's (or its general partner's) general partner.
(d) If Tenant or Tenant's general partner is a limited liability company, a certified copy of the duly filed Articles of Organization (LLC-1) and any amendments thereto identifying the Tenant's (or its general partner's) manager(s).

27.12 MORTGAGE CHANGES.

Tenant shall not unreasonably withhold its consent to changes to this Lease requested by the holder or prospective holder (for purposes of this Section, a “Mortgagee”) of a mortgage or deed of trust (for purposes of this Section, a “Mortgage”), or such similar financing instrument covering Landlord's fee interest in the Premises so long as such changes do not materially alter the economic terms of this Lease or otherwise materially diminish the rights or materially increase the obligations of Tenant. Tenant shall execute and deliver to Landlord, within ten (10) days after request by Landlord, any amendment to this Lease incorporating such changes. Tenant covenants that (i) if a Mortgagee takes possession of the Shopping Center or any part of the Shopping Center containing the Premises, through foreclosure, or any action or agreement in lieu thereof, Tenant shall have no action against Mortgagee or any right of setoff against any Rent, arising out of Landlord's breach or default under this Lease, and (ii) Mortgagee may, notwithstanding anything to the contrary contained in this Lease, take possession of, control, administer, and disburse all insurance proceeds and condemnation awards (or payments in lieu thereof) available to Mortgagee, Landlord, and/or Tenant in accordance with the terms of any recorded Mortgage, whether recorded prior to, in conjunction with, or after execution of this Lease.

27.13 SURRENDER OF PREMISES.

Upon expiration or earlier termination of the Term, (i) Alterations made by Tenant under Section 12.4 with Landlord's prior written consent, if required, shall be considered as improvements and shall not be removed by Tenant but shall become a part of the Premises, unless Landlord shall require Tenant to remove any such Alterations, in which event Tenant shall remove same and restore the Premises to substantially the same condition as existed prior to making such Alterations; and (ii) Tenant shall remove all its personal property from the Premises, shall repair any damage caused by reason of such removal, and shall redeliver the Premises to Landlord in good order and state of repair, ordinary wear and tear excepted, and in a neat and clean condition, free of debris. If the Premises are not surrendered as aforesaid, Tenant shall protect, defend, indemnify and hold Landlord harmless from and against 271
32 all loss, damage, and liability which may occur as a result, including, without limitation, any claims made by any succeeding tenant.

27.14 FAILURE TO SUBSTANTIALLY COMPLETE PREMISES.

Notwithstanding anything to the contrary contained herein, if for any reason whatsoever the Rent Commencement Date has not occurred on or before the last day of the eighteenth (18th) month following the Date of Execution, then Landlord may, in its sole and absolute discretion, elect to terminate this Lease by giving thirty (30) days' written notice of such election to Tenant. If such notice is given, this Lease and the rights and obligations of the parties hereunder shall terminate without need for the execution of any further instrument, but at Landlord's request Tenant shall execute an instrument in recordable form whereby Tenant confirms its release and surrender of all right, title, and interest it may have, or have had, in and to the Premises hereunder. If, for any reason, the Rent Commencement Date has not occurred by the date which is three (3) years after the Date of Execution, this Lease shall automatically terminate and neither Landlord nor Tenant shall have any further obligation to the other.

27.15 BROKERS.

Tenant represents and warrants that it has not had any dealings with any realtors, brokers, or agents in connection with the negotiation of this Lease, and agrees to pay any realtors, brokers, or agents, and to hold Landlord harmless from Tenant's failure to pay any realtors, brokers, or agents and from any cost, expense, or liability for any compensation, commission, or charges claimed by any realtors, brokers, or agents claiming by, through, or on behalf of it with respect to this Lease and/or the negotiation hereof.

27.16 RECORDING.

Tenant shall not record this Lease or any short form of this Lease. Tenant, upon the request of Landlord, shall execute and acknowledge a short form memorandum of this Lease for recording, at Landlord's option. Tenant will also, at the same time as execution of the memorandum, execute a quitclaim deed conveying all of Tenant's interest in the Lease to Landlord. Upon the expiration or earlier termination of the Term for any reason, Landlord will, if it has previously recorded the memorandum, record the quitclaim deed.

27.17 TRANSFER OF LANDLORD'S INTEREST.

Should Landlord sell, exchange, or assign this Lease (other than a conditional assignment as security for a loan), then Landlord, as transferor, shall be relieved of any and all obligations on the part of Landlord, whether assumed by the transferee or not, accruing under this Lease from and after the date of the transfer.

27.18 LANDLORD'S REQUEST FOR WRITTEN APPROVAL.

From time to time during the Term of the Lease or during any extension thereof, Landlord may require the approval of Tenant for a proposed course of action at the Shopping Center, including, by way of example only and without limitation, approval as to the propriety of the tenancy of a proposed tenant or a waiver of a use restriction as it relates to a proposed tenant at the Shopping Center. Tenant, within fourteen (14) days after Landlord's written request for such approval, shall execute and deliver to Landlord a written statement either granting approval to Landlord's proposed course of action or denying such approval and stating with specificity the reasons for such denial. Failure of Tenant to so execute and deliver such statement shall constitute, at Landlord's option, either (1) a breach of this Lease; or (2) approval by Tenant of Landlord's proposed course of action upon the terms specifically set forth in Landlord's written request.

27.19 INTEREST ON PAST DUE OBLIGATIONS.

Unless otherwise specifically provided in this Lease, any amount due from Tenant to Landlord under this Lease which is not paid when due, and any amount due as reimbursement to Landlord for costs incurred by Landlord in performing obligations of Tenant upon Tenant's failure to so perform, shall bear interest (“Default Interest”) at the lesser of (1) prime plus two percent per annum or (2) the maximum lawful rate from the earlier of (a) the date originally due to Landlord or (b) the date originally incurred by Landlord, until paid. Neither Landlord nor Tenant has any intention of violating any applicable usury laws or other legal limitations upon the maximum rate of interest which may be charged. It is the parties' intention and belief that the sums upon which interest would be charged represent neither a loan nor a forbearance as those terms are defined for purposes of California's usury laws and that, in any event, the charges provided by this Section only apply in the event of Tenant's voluntary default and are therefore outside the scope of California's usury laws. Nevertheless, in the event that any such Default Interest does exceed the maximum legal rate as applied by any court of competent jurisdiction, such charge shall be deemed 272
33 void and any amount received by Landlord in excess of the maximum legal rate of Default Interest shall be immediately applied to any outstanding balance of Rent then due Landlord from Tenant or credited to the next such Rent obligation becoming due. In the event Tenant owes no further Rent obligation to Landlord under the terms of this Lease, then such excess shall be immediately returned to Tenant. For purposes of this Section, “prime” shall mean the highest such rate published by the Wall Street Journal (or, if the Wall Street Journal is no longer published, a widely read and respected financial newspaper chosen by Landlord) in its “Money Rates” or similar column from time to time. Any change in prime as so published will be reflected in the Default Interest as of the date of the change.

27.20 NO IMPLICATION OF EXCLUSIVE USE.

Nothing contained in this Lease shall be deemed to give Tenant an express or implied exclusive right to operate any particular type of business in the Shopping Center.

27.21 TENANT'S DISCHARGE OF LIENS.
(a) Tenant agrees that it will pay or cause to be paid all costs and charges for work done by it or caused to be done by it on the Premises, and Tenant will keep the Premises free and clear of (1) all mechanics' liens and other liens, including without limitation judgment liens, on account of work done for Tenant or persons claiming under it, and (2) all other liens of any kind or nature whatsoever which may affect title to the Premises. Tenant agrees to, and shall, protect, indemnify, defend, and save Landlord, within ten (10) days after written demand therefor, from and against all liability, losses, damages, costs, attorneys' fees and incidental costs (including charges of in-house counsel), and all other expenses incurred by Landlord by reason of the filing of any such lien and/or the removal of the same. (b) If Tenant shall desire to contest any claim of lien, it shall, within ten (10) days of recordation of such lien, maintain in force, and furnish proof to Landlord of, a bond of a responsible corporate surety in the amount of one hundred and twenty-five percent (125%) of the amount of the lien, conditioned on the discharge of the lien. If a final judgment establishing the validity or existence of a lien for any amount is entered, Tenant shall pay and satisfy the same at once.
(c) If Tenant shall be in default in paying any charge for which a mechanics' lien claim and/or suit to foreclose same has been filed, and shall not have given Landlord security to protect the Shopping Center and Landlord against the claim of lien, Landlord may (but shall not be so required to) pay or bond any such claim without inquiring into the validity thereof, and the amount so paid, together with reasonable attorneys' fees (including charges of in-house counsel) and other incidental costs incurred in connection therewith, shall be immediately due and owing from Tenant to Landlord, and Tenant shall pay the same to Landlord with Default Interest in accordance with Section 27.19. (d) Should any claim of lien be filed against the Premises or any action affecting the title thereto be commenced, the party receiving notice of such lien or action shall forthwith give the other party written notice thereof. (e) Landlord or its representatives shall have the right to go upon and inspect the Premises at all reasonable times and shall have the right to post and keep posted thereon notices of non-responsibility, or such other notices which Landlord may deem proper for the protection of Landlord's interest in the Premises.

27.22 INDEX.
[Intentionally Omitted].

27.23 INDEPENDENT CONTRACTORS.

Whenever this Lease provides that Landlord shall perform certain work or services, Landlord shall be entitled to contract with an independent contractor to perform said work or services or may provide the services itself.

27.24 TRADE FIXTURES, SIGNS, AND PERSONAL PROPERTY.

Landlord agrees that Tenant shall have the right, provided Tenant is not in default under the terms of this Lease, at any time and from time to time, to remove any and all trade fixtures, signs, and other personal property of Tenant not permanently attached to the Premises which Tenant may have stored or installed in the Premises, and provided 273
34 further that nothing contained in this Section shall be construed to permit Tenant to remove any of such property during the Term as would render the Premises unsuitable for conducting the type of business specified in Section 1.12, without the immediate replacement thereof with similar property of comparable or better quality. No aerial or antenna shall be erected on the roof or exterior walls of the building in which the Premises are located without Landlord's prior written consent. Any item installed without such consent shall be subject to removal by Landlord without notice at any time. All trade fixtures, signs, and other personal property installed in or attached to the Premises by Tenant must be new or like new when so installed or attached. Tenant, at its sole expense, shall immediately repair any damage to the Premises or the Shopping Center by reason of the installation or removal of any such property.

27.25 PATIO COURT.
[Intentionally Omitted].

27.26 FORCE MAJEURE.

Any prevention, delay, or stoppage due to: strikes; lockouts; labor disputes; acts of God; inability to obtain labor or materials or reasonable substitutes therefor; vendors that Tenant requires Landlord to engage for the provision of materials or services, including without limitation material suppliers, contractors, architects, engineers, and other professional consultants; actions, failures to act, orders or regulations of any Governmental Agency or military authority; judicial orders; enemy or hostile governmental action; civil commotion; fire or other casualty; and other causes (except financial) beyond the reasonable control of the party obligated to perform (collectively and individually, “Force Majeure”), shall excuse the performance by that party of any obligation under this Lease except the obligations to pay Annual Base Rent and Additional Rent, for a period equal to the prevention, delay, or stoppage. Notwithstanding the foregoing, any inability by Tenant to timely pay Rent and/or any other sums due under this Lease shall never constitute a Force Majeure event, even if Tenant's inability to pay is allegedly due to disruption of financial markets, including but not limited to bank closures, bank failures, difficulty in obtaining financing, and/or any other upheaval in financial markets.

27.27 HOLDING OVER.

This Lease shall terminate without further notice upon the expiration of the Term. If Tenant fails to vacate the Premises and to return their possession to Landlord by the expiration of the Term, Tenant shall be considered to be at sufferance, and (a) the holding over shall not constitute a renewal or extension of this Lease or give Tenant any rights under this Lease, and (b) Tenant shall defend, indemnify, and hold Landlord harmless from and against all Claims arising from or relating to any such holding over, including without limitation attorneys' fees and costs incurred in connection with unlawful detainer proceedings brought by Landlord to regain possession of the Premises and claims made by succeeding tenants relating to Tenant's failure to vacate and surrender possession of the Premises. Notwithstanding the foregoing, Landlord may, in its sole discretion, elect to treat Tenant as a tenant at will under a month to month tenancy, subject to all of the terms and conditions in this Lease, except that the Annual Base Rent shall be an amount equal to one and one-half (1-1/2) times the sum of the Annual Base Rent payable for the twelve (12) month period immediately preceding the expiration of the Term, provided, however, that such month to month tenancy shall not come into being unless and until Tenant tenders, and Landlord accepts, Rent pursuant to this Section.

27.28 ATTORNEYS' FEES.

In the event that at any time after the Date of Execution, either Landlord or Tenant shall institute any action or proceeding against the other relating to the provisions of this Lease, or to any default hereunder, the party not prevailing in the action or proceeding shall reimburse the prevailing party for the reasonable expenses of attorneys' fees (including charges of in-house counsel) expert witness fees, and all costs or disbursements incurred therein by the prevailing party including, without limitation, any fees, costs, or disbursements incurred on any appeal from the action or proceeding.

27.29 EXECUTION OF LEASE - NO OPTION.

The submission of this Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a reservation of, an offer to lease, an option for Tenant to lease, or otherwise create any interest by Tenant in, the Premises. Execution of this Lease by Tenant and return to Landlord shall not be binding upon Landlord, notwithstanding any time interval, until Landlord has in fact executed and delivered this Lease to Tenant. 274
35 27.30 APPROVALS BY LANDLORD.

No Landlord approvals required by this Lease or requested by Tenant respecting an issue governed by this Lease shall be binding upon Landlord unless in writing and executed by a duly authorized agent of Landlord.

27.31 DISPUTE RESOLUTION; WAIVER OF JURY TRIAL.
(a) Each controversy, dispute, or claim between Landlord and Tenant arising out of or relating to this Lease, which controversy, dispute, or claim is not settled in writing within thirty (30) days after the “Claim Date” (defined as the date on which either Landlord or Tenant gives written notice to the other that a controversy, dispute, or claim exists), will be settled by a reference proceeding in California, without a jury, in accordance with the provisions of Section 638, et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the settlement of any controversy, dispute, or claim concerning this Lease, including whether such controversy, dispute, or claim is subject to such reference proceedings. The referee shall be a retired Judge of the Superior Court in Riverside County (the “Court”) selected by mutual Lease of Landlord and Tenant, and if they cannot so agree within fortyfive (45) days after the Claim Date, the referee shall be promptly selected by the Presiding Judge of the Court (or his or her representative). The referee shall be appointed to sit as a temporary judge, with all of the powers for a temporary judge, as authorized by law, and upon selection should take and subscribe to the oath of office as provided for in Rule 244 of the California Rules of Court (or any subsequently enacted Rule). Each party shall have one peremptory challenge pursuant to CCP §170.6. The referee shall (i) be requested to set the matter for hearing within sixty (60) days after the Claim Date, and (ii) try any and all issues of law or fact and report a statement of decision upon them, if possible, within ninety (90) days of the Claim Date. Any decision rendered by the referee will be final, binding, and conclusive and judgment shall be entered pursuant to CCP §644 in any court in the State of California having jurisdiction. Any party may apply for a reference proceeding at any time after thirty (30) days following notice the Claim Date by filing a petition for a hearing and/or trial. All discovery permitted herein shall be completed no later than fifteen (15) days before the first hearing date established by the referee. The referee may extend such period in the event of a party's refusal to provide requested discovery for any reason whatsoever, including, without limitation, legal objections raised to such discovery or unavailability of a witness due to absence or illness. No party shall be entitled to “priority” in conducting discovery. Depositions may be taken by either party upon seven (7) days written notice, and request for production or inspection of documents shall be responded to within fourteen (14) days after service. All disputes relating to discovery which cannot be resolved by Landlord and Tenant shall be submitted to the referee whose decision shall be final and binding upon the parties. Pending appointment of the referee as provided herein, the Court is empowered to issue temporary and/or provisional remedies, as appropriate.
(b) Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of all hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter except that when any party so requests, a court reporter will be used at any hearing conducted before the referee. The party making such a request shall have the obligation to arrange for and pay for the court reporter. The costs of the court reporter at the trial shall be borne equally by the parties. (c) The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, to provide all temporary and/or provisional remedies and to enter equitable orders that will be binding upon the parties. The referee shall issue written findings of fact and conclusions of laws, a written statement of decision, and a single judgment at the close of the reference proceeding which shall dispose of all of the claims of the parties that are the subject of the reference. Landlord and Tenant expressly reserve the right to contest or appeal from the final judgment or any appealable order or appealable judgment entered by the referee. Landlord and Tenant expressly reserve the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.
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36 (d) TO THE EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE THEIR RESPECTIVE

RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING

OUT OF OR RELATED TO THIS LEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY

ACTION, PROCEEDING, OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES

AGAINST ANY OTHER PARTY OR ANY ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. LANDLORD AND TENANT EACH AGREE THAT ANY SUCH

CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A REFERENCE AS PROVIDED ABOVE BUT THIS

WAIVER SHALL BE EFFECTIVE EVEN IF, FOR ANY REASON WHATSOEVER, SUCH CLAIM OR CAUSE OF ACTION CANNOT BE TRIED BY SUCH REFERENCE. WITHOUT LIMITING THE

FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY

JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM, OR

OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS LEASE OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO

ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS LEASE.

27.32 ELECTRONIC SIGNATURES.

Each party agrees that if this Agreement utilizes “Electronic Signature(s),” whether digital or encrypted, such Electronic Signatures are intended to authenticate this writing and shall have the same force and effect as manual signatures for all purposes, including validity, enforceability, and admissibility. Either party may copy this completed Agreement for electronic storage in a non-editable format, at which time the paper form of this Agreement may be destroyed. Each party agrees that following the electronic storage of this Agreement, any hard copy printout of such electronically stored Agreement will constitute an original of this Agreement. As used herein, an Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, (including facsimile signatures) pursuant to the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) as amended from time to time.

27.33 COUNTERPARTS.

This Agreement may be executed in multiple counterparts, each of which when executed (either as an Electronic Signature or manual signature) and delivered (either electronically or physically) shall be an original, but all of which shall constitute one and the same Agreement. Any signature page of this instrument may be detached from any counterpart without impairing the legal effect of any signatures thereof, and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature pages. Delivery by any party of an executed counterpart page electronically shall be as binding an execution and delivery of this instrument by such party as if the other party had received the actual physical copy of the entire instrument with a manual signature from such party. So long as this Agreement is fully executed, at least in counterparts, any counterpart set of the Agreement executed by the party against whom enforcement of this Agreement is sought (or any copy thereof) shall be admissible into evidence as an original hereof to prove the contents hereof.

27.34 INTERPRETATION.

The parties hereto acknowledge and agree that each has been given the opportunity to review this Lease independently with legal counsel and other professionals of each party's own choosing, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof.

All words, unless otherwise specifically defined in this Lease, shall have their ordinary meanings as set forth in any dictionary of American English in common usage; there are no secret or code words. Any capitalized word, term, or phrase not otherwise defined in any Exhibit shall have the meaning assigned to it in this Lease. The parties have equal bargaining power, and intend the plain meaning of the provisions herein. In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Lease shall not be resolved by any rule of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the draftsman.

27.35 LEASE NEGOTIATIONS.

THIS LEASE IS AN IMPORTANT DOCUMENT WHICH SETS FORTH IN WRITING THE AGREEMENT OF THE PARTIES WITH REGARD TO THE MATTERS ADDRESSED IN THIS LEASE. IMPORTANT RIGHTS AND

OBLIGATIONS OF BOTH PARTIES ARE INVOLVED, AND EACH PARTY HAS BEEN URGED TO CONSULT ITS RESPECTIVE ATTORNEYS AND OTHER APPROPRIATE EXPERTS AND CONSULTANTS. BOTH PARTIES 276
37 AGREE THAT ALL OF THE TERMS AND CONDITIONS OF THIS LEASE HAVE BEEN FREELY NEGOTIATED

BETWEEN THE PARTIES AND THAT EACH PARTY HAS HAD AN OPPORTUNITY TO BE REPRESENTED BY

COUNSEL AND OTHER APPROPRIATE EXPERTS AND HAS PROVIDED INPUT INTO THIS DOCUMENT AND CHANGES HAVE BEEN MADE AT THE REQUEST OF EACH PARTY. FOR THIS REASON, THIS LEASE WILL

NOT BE INTERPRETED SO AS TO PREFER THE INTEREST OF ONE PARTY OR CONSTRUED AGAINST THE MAKER.

27.36 LANDLORD'S KNOWLEDGE.

As used in this Lease, the term “to the best of Landlord's knowledge” shall mean the conscious knowledge actually possessed by Jeff Landis and Jim Fuson as of the date of this Lease but without the duty of inquiry, either before or after the date of this Lease.

27.37 INTEGRATION.

The Parties hereby acknowledge and agree that each Party has read this Agreement, that each Party has been given the opportunity to review this Agreement together with all other currently existing documents necessary to understand and/or implement the provisions of this Agreement with legal counsel independently, and, in addition, that each Party has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions of this Agreement. Both Parties each further agree that all understandings and agreements previously had between the Parties respecting the transactions contemplated by this Agreement are knowingly, consciously, and deliberately merged into this Agreement, which fully and completely expresses the agreement of the Parties and the “meeting of their minds.” There are no representations, warranties, or agreements except as specifically and expressly set forth herein or to be set forth in the instruments or other documents delivered or to be delivered hereunder. [NOTE TO PARTIES: INITIALING THIS PARAGRAPH IS AN

AFFIRMATION THAT EACH STATEMENT IN THIS PARAGRAPH IS A TRUE AND ACCURATE STATEMENT AS IT APPLIES TO THE INITIALING PARTY.]
_____________________ _____________________
Initials of Landlord Initials of Tenant

27.38 NON-DISCRIMINATION.
(a) Tenant covenants by and for itself, its successors and assigns, and all persons claiming under or through them, 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) and (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, 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 Premises herein leased, nor shall Tenant or any person claiming under or through Tenant, 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, or vendees in the Premises herein leased.
(b) Notwithstanding the foregoing sub-paragraph (a), with respect to familial status, paragraph (1) shall not be construed to apply to housing for older persons, as defined in Section 12955.9 of the Government Code.

With respect to familial status, nothing in sub-paragraph (a) shall be construed to affect Sections 51.2, 51.3,

51.4, 51.10, 51.11, and 799.5 of the Civil Code, relating to housing for senior citizens. Subdivision (d) of Section 51 and Section 1360 of the Civil Code and subdivisions (n), (o), and (p) of Section 12955 of the Government Code shall apply to sub-paragraph (a).”
[Signatures on next page]
277
38 IN WITNESS WHEREOF, LANDLORD AND TENANT HAVE DULY EXECUTED THIS LEASE AS OF THE DATE OF EXECUTION WRITTEN BELOW.
“Tenant”
CITY OF EASTVALE, a municipal corporation
By: _______________________________
Name: _______________________________
Its: _______________________
By: _______________________________
Name: _______________________________
Its: _______________________
Date Signed : ___________________________
(To Be Completed By Tenant)
“Landlord”

EASTVALE GATEWAY III, LLC,
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation – Its Sole Manager
By: ______________________________________
Name: ______________________________________
Its: Authorized Agent
Date of Execution: ________________________________
(To Be Completed By Landlord)
ATTEST:

By: _______________________________
Name: _______________________________
Title: _______________________
ATTEST AS TO FORM:

By: _______________________________
Name: _______________________________
Title: _______________________
Z:\Legal\COMMERCIAL RETAIL LEASING\Eastvale Gateway G2288\City of Eastvale G2288-92\Drafts\City of Eastvale City Hall Lease MAP Drft (3.15.24)REDsj.docx
___________________________________
The authorized officers must sign on behalf of the corporation and indicate the capacity in which they are signing. This Lease must be executed by the president or vice president and the secretary or assistant secretary, unless the bylaws or a resolution of the board of directors shall otherwise provide, in which event the bylaws or a certified copy of the resolution, as the case may be, must be attached to this Lease. In addition, a certificate by the secretary of the corporation must be attached to this Lease stating that the signatories are authorized to sign on behalf of the corporation.

278
1 EXHIBIT A

LEGAL DESCRIPTION OF SHOPPING CENTER
ALL THAT PIECE OR PARCEL OF LAND in the County of Riverside, State of California, more particularly described as follows:

Parcel 1 of Parcel Map No. 31623, as shown by map on file in Book 209 of Parcel Maps at pages 59 through 62, inclusive thereof, Records of Riverside County, California;
TOGETHER with Parcels 1 through 11 inclusive, of Parcel Map No. 36007, as shown by map on file in Book 229 of Parcel Maps at pages 70 through 73 inclusive, thereof, Records of Riverside County, California; TOGETHER with Parcel B of Lot Line Adjustment No. 05097 recorded December 1, 2006 as Document No. 2006- 0883647, of Official Records of Riverside County, California. 279
1 EXHBIT B

SITE PLAN OF SHOPPING CENTER
280
2 281
1 EXHIBIT C

LANDLORD'S WORK AND TENANT'S WORK
(As-Is Condition)
CITY OF EASTVALE, a municipal corporation, Tenant
CENTER: EASTVALE GATEWAY III
SUITES: 900, 910, 940, 950, & 960
All capitalized words and phrases not otherwise defined herein shall have the meaning ascribed thereto in the Lease to which this exhibit is attached.

A. Tenant agrees that (i) it is accepting the Premises in “AS IS” and “WHERE IS” condition and without any warranties or representations made by Landlord as to the condition thereof, (ii) its execution of this Lease constitutes Tenant's acknowledgement that the Premises are in good condition, and suitable for its use, and (iii) because it is taking the Premises in its “AS IS”, “WHERE IS” condition, Substantial Completion of the Premises occurred on the Date of Execution.

B. TENANT'S WORK. Tenant agrees, at its sole cost and expense, to construct all improvements to Premises No. 3 which are necessary or desirable before Tenant initially opens for business in Premises No. 3 (collectively, “Tenant's Work”).

1. Alterations to the Premises by Tenant. Tenant shall cause a licensed architect selected by Tenant to prepare at Tenant's expense, fully-dimensioned 1/4-inch scale plans (the “Plans”) indicating the specific space requirements, showing clearly the storefront(s), interior partitions, trade fixture plans, lighting, plumbing plan, electric outlets, floor coverings, exterior signs, and other specific requirements of Tenant.

The Plans shall conform to Title 24 of the California Code of Regulations and all other applicable laws and regulations. Tenant may not begin Tenant's Work without Landlord's approval of the Plans. By the Plan Deadline, Tenant shall deliver to Landlord for Landlord's review two (2) hard copies, a USB drive or Electronic Submittal of the Plans in pdf format. The “Plan Deadline” means forty-five (45) days after the later of Tenant's receipt of Landlord's Plans or the Date of Execution. The “Approved Tenant Building Plans” as used herein shall mean the Plans after approval by Landlord in writing. If for any reason whatsoever the Plans are not approved by Landlord within twenty-five (25) days after the Plan Deadline, Landlord may, at its option, terminate this Lease by written notice to Tenant without further obligation or liability to Tenant.

2. Permits and Approvals. Tenant shall obtain at its sole cost all approvals required from Governmental Agencies (including a building permit, water department approval, fire department approval and gas company approval if Tenant intends to use gas at the Premises) to construct Tenant's Work, and shall deliver copies to Landlord promptly upon receipt.

C. CONNECTION AND IMPACT FEES. Tenant shall pay all fees charged or assessed arising from Tenant's (i) use and occupancy of the Building and/or Premises, and/or (ii) operation of the Permitted Use. The “Fees” (defined below) include but are not limited to: gas, water, sewer, electrical and other utility fees, and impact-related fees such as equivalent dwelling unit fees (“EDU's”), TUMF fees, fees for hookup or connection, meter or submeter, account establishment or maintenance, and usage based charges for all utility services, and any other related fees (collectively and individually, “Fees”). If Landlord pays any of Tenant's Fees or has accrued a credit for such Fees, Tenant shall reimburse Landlord the amount that Tenant would have been charged had Tenant paid the Fees directly to the applicable agency. Tenant's reimbursement of Fees shall be due when Tenant's building permit is issued or available for issuance. If Tenant fails to timely reimburse Landlord when required, then in addition to any other remedies, Landlord may either (i) offset the reimbursement owed against the Tenant Improvement Allowance or (ii) add the reimbursement due as Additional Rent.
282
2 D. CONSTRUCTION DEPOSIT. [Intentionally Omitted].

E. TEMPORARY ELECTRICAL POWER. During construction, Tenant shall apply for temporary power with the Electric Service Provider. Landlord shall not be obligated to provide temporary electric service. If Landlord does so, Tenant shall pay to the Landlord one hundred fifty dollars ($150.00) for the initial connection (110v, 15 amps), plus fifty dollars ($50.00) per each calendar month in which Tenant receives the service (without proration in partial months). Tenant's payment shall be due within fifteen (15) days of receipt of Landlord's invoice. Landlord may terminate the temporary electrical service at any time. Temporary electric service provided by Landlord is not a guaranteed uninterrupted service. Landlord shall not be liable for outages. If Tenant fails to make the payment when required, then in addition to any other remedies, Landlord may offset the payment against the Tenant Improvement Allowance to be paid by Landlord pursuant to this Exhibit or add the sum due as Additional Rent.

F. CONSTRUCTION OF TENANT'S WORK. Tenant shall meet with Landlord and Tenant's contractor prior to commencing Tenant's Work to review all aspects of the scope of construction. Tenant shall cause Tenant's Work to be performed at Tenant's sole cost using licensed, bondable contractors, in a good and workmanlike manner, and in strict accordance with the Approved Plans, with all laws and regulations (including without limitation Title 24 of the California Code of Regulations and the Americans with Disabilities Act of 1990 and the regulations issued thereunder), and with all requirements of Governmental Agencies, and subject to the general inspection of Landlord and/or Landlord's architect. Tenant warrants and represents that Tenant's Work shall be prosecuted diligently to completion and in such a manner as not to: (1) diminish the value of or otherwise damage the building in which the Premises are located or the utility facilities serving same, or (2) obstruct access to the Shopping Center or of any other tenant or customer of the Shopping Center. During prosecution of Tenant's Work, Tenant shall keep in a reasonably clean, safe, and orderly condition all Tenant work areas and areas surrounding waste receptacles.

Tenant shall cause its trash to be removed by a licensed waste management company with sufficient regularity to prevent stockpiling of debris. If Tenant fails to keep its work areas clean, safe, and orderly, Landlord may, but shall not be obligated to, remove Tenant's trash, clean its debris, and perform any other corrective measures at Tenant's cost and expense. Tenant shall reimburse Landlord for such costs and expenses within ten (10) days after Landlord's demand. Tenant shall be directly responsible for any and all damages resulting from Tenant's violation of the provisions of this Exhibit C. Tenant shall furnish to Landlord copies of Tenant's “as built” drawings.

G. PAYMENT FOR CHANGES IN WORK. No change in the Approved Plans shall be made without the prior written consent of Landlord. If Tenant shall request and Landlord shall approve a change to the Approved Plans, Tenant shall pay any additional charges, expenses, or costs, including any increased fees which Landlord may be required to pay for architectural, engineering, and other services arising by reason of any such change. Tenant shall reimburse Landlord for any such expense incurred or to be incurred by Landlord promptly upon written demand by Landlord.

H. PENETRATIONS. In no event shall Tenant make or cause to be made any penetrations in the roof of the building in which the Premises are located or any wall of the Premises or cut any floor, joist, or supporting member, or perform any work which could affect the heating, ventilation, or air-conditioning system serving the Premises without Landlord's prior written approval. In order to maintain its roof warranty, Landlord shall have the right but not the obligation, at Tenant's sole cost and expense, to contract for and cause its contractor to perform all of Tenant's roof penetrations and/or any patching and flashing relating thereto. To the extent that Tenant performs such work, Tenant shall use Landlord's original installing roof contractor or any other contractor reasonably designated by Landlord, to perform all patching and flashing unless otherwise approved by Landlord in writing. Tenant shall cause all patching and flashing to be performed in accordance with Landlord's standard patching and flashing details.

Tenant shall take all additional steps at Tenant's expense necessary to preserve or reinstate Landlord's roof warranty. Following Tenant's installation of penetrations, Landlord may at Tenant's expense make any necessary repairs and take all further actions necessary to preserve or reinstate Landlord's roof warranty. Tenant shall reimburse Landlord for all costs incurred pursuant to this section within ten (10) days after Landlord's demand.

Alternatively, Landlord may deduct its expenses from the Tenant Improvement Allowance for the cost of Tenant's Work that Landlord is required to make or give pursuant to this Exhibit. In addition to reimbursing Landlord for its actual costs, Tenant shall pay to Landlord two hundred fifty dollars ($250.00) per repair or inspection to repair or inspect the roof after Tenant's penetration for vent pipes or conduits and seven hundred fifty dollars ($750.00) per repair or inspection for penetrations for curb or roof-mounted equipment installed by Tenant. 283
3 I. CONTRACTOR'S INSURANCE. Prior to any contractor's entering the Premises to commence its portion of Tenant's Work, Tenant shall cause the contractor to comply with the requirements of Exhibit C-1 attached hereto, and obtain the letter attached hereto as Exhibit C-3.

J. LANDLORD'S ACCEPTANCE OF TENANT'S WORK. Upon completion of Tenant's Work, Landlord may inspect the Premises and notify Tenant in writing (the “Punchlist”) of any defects or deficiencies in Tenant's Work (the “Punchlist Items”). Tenant shall promptly cure the Punchlist Items. Thereafter, Landlord shall re-inspect the Premises and initial the Punchlist to indicate its approval when Tenant's Work, including the Punchlist Items, has been satisfactorily completed. Tenant shall submit to Landlord a hard copy or electronic copies of all written warranties and operating manuals respecting any portions of Tenant's Work not constituting removable trade fixtures, which warranties shall be for not less than one (1) year and against defects in workmanship, materials, and equipment.

K. TENANT IMPROVEMENT ALLOWANCE. Landlord shall pay toward the cost of Tenant's Work an allowance in the amount of Fifty-Seven Thousand Two Hundred Fifty and 00/100 Dollars ($57,250.00) (“Tenant Improvement Allowance”). Prior to and as a condition precedent to Landlord's Delivery of Payment (as defined below) to Tenant, Tenant shall provide Landlord with Landlord's Itemization Form in accordance with the requirements as detailed herein.

L. LANDLORD'S ITEMIZATION FORM. Tenant is responsible for completion of the “Landlord's Itemization Form”, attached as Exhibit C-2, which must be provided within forty-five (45) days of the date Tenant actually initially opening for business to the public in the Premises, which at minimum must identify all Tenant's Work (and related improvements) to the Premises, the cost attributable to each category of Tenant's Improvements (and related improvements); and the “Total Cost” of all Tenant's Work (and related improvements). Landlord and Tenant agree and acknowledge that Landlord shall be deemed to be the “Owner” of Tenant's Work and other related improvements (or any percentage of same) enumerated on Landlord's Itemization Form. The term “Owner” as used in this Exhibit C shall mean the person or entity that holds title to the “Landlord-Owned Improvements” (listed on Landlord's Itemization Form) (or any percentage of same) with respect to all federal and state income tax laws. Tenant agrees and acknowledges that if Tenant fails to deliver a completed and signed Landlord's Itemization Form (in accordance with this Exhibit C) within forty-five (45) days of the date on which Tenant opens for business in the Premises, then Landlord shall have the option to deliver an IRS Form 1099 to Tenant for the full amount of the Tenant Improvement Allowance.

M. LANDLORD'S DELIVERY OF PAYMENT. Any applicable amounts payable to Tenant, including but not limited to amounts resulting from the Tenant Improvement Allowance, shall be payable within thirty (30) days after the latest of the following:
a) Tenant's request for payment is received in writing, via certified mail, addressed to:

Mr. Arnold Renteria
Project Manager/Tenant Coordinator
Lewis Management Corp.
1156 N. Mountain Avenue
Upland, CA 91786-3633
P.O. Box 670
Upland, CA 91785-0670
b) Tenant opens for business to the public in the Premises; c) Written confirmation from Landlord's representative that all of Tenant's Work is complete and roof penetrations and patching and flashing were performed in accordance with the requirements set forth above and, where Tenant used Landlord's original installing roof contractor or another contractor designated by Landlord, proof of payment to the contractor shall be required; d) Landlord's receipt of Tenant's “as-built” drawings, in the format(s) requested and reasonably acceptable to Landlord, which may include digital and/or hard copy, per the requirements above; 284
4 e) Landlord's receipt of all final lien releases for Tenant's Work; f) Landlord's receipt of Tenant's evidence of proper insurance as provided in the Lease; g) Landlord's receipt of a Certificate of Occupancy or the local governmental agency equivalent for the operation in the Premises of the business permitted under Section 11.1 of the Lease; h) Landlord's receipt of contractor invoices for Tenant Work, including completed forms AIA Form G702 and G703 (or equivalent) listing Tenant's Work cost detail by construction sub trade; and i) Landlord's receipt of an itemized breakdown of the total construction costs for Tenant's Work and any other related improvements that Tenant installs and constructs at the Premises, including but not limited to Tenant's costs for (i) architectural and engineering fees (“A&E”), (ii) costs for Fees, and (iii) any and all other miscellaneous “soft” and/or “hard” costs (collectively (“Total Costs”) on Landlord's Itemization Form.

Notwithstanding the foregoing, the Tenant Improvement Allowance will not be payable at any time while Tenant is in default under this Lease or while any event has occurred which, with the giving of notice or the passage of time or both, would constitute a default. Landlord reserves the right to offset and will, at its discretion, reduce the amount of any payment by the amount of any obligation of Tenant which is or becomes due and payable, including but not limited to charges resulting from the following: Monthly Base Rent, Additional Rent, Signs, Utility Fees, and/or any other amounts which Tenant is obligated to pay.
285
1 EXHIBIT C-1

CONTRACTOR INSURANCE REQUIREMENTS
(1) Coverage Types. Each contractor entering the Premises or the Shopping Center must obtain the following insurance coverages. As set forth in Section (3) below, proof of coverage must be submitted before the contractor enters the Premises or the Shopping Center.
(a) Commercial General Liability. Commercial general liability insurance with a per occurrence limit coverage limit of not less than One Million Dollars ($1,000,000.00) covering bodily injury, personal injury, death and property damage liability per occurrence and in the aggregate insuring the contractor with respect to his or her activities in or about the Premises or the Shopping Center. The contractor's policy shall include without limitation blanket contractual, cross-liability, and severability of interest clauses, products/completed operations, broad form property damage, and independent contractors coverage. (b) Workers' Compensation. Workers' compensation coverage as required by law, together with employer's liability coverage in an aggregate amount of at least One Million Dollars ($1,000,000.00) or any greater amount required under California law.
(c) Commercial Automobile. Commercial automobile liability and property insurance insuring all owned, nonowned, and hired vehicles used in the conduct of the contractor's business and operated in or about the Shopping Center with a combined single limit of at least One Million Dollars ($1,000,000.00) covering bodily injury, death, and property damage per occurrence and in the aggregate. (2) Policy Requirements. The policies of insurance required hereby shall comply with the following requirements. (a) All policies must be issued by insurance companies which are authorized to do business in the State where the Shopping Center is situated and with general policy holder's ratings of not less than A-, and financial ratings of not less than Class VII, as rated in the most current available “Best's Key Rating Guide,” provided that the general policy holder rating may be B+ if the financial rating is at least XII. (b) No policies issued on a “Claims Made” basis will be acceptable and no policies will have any deductible provision in excess of the lesser of Fifty Thousand Dollars ($50,000.00) or one percent (1%) of the total coverage unless approved in writing by Landlord.
(c) Landlord, Landlord's property manager, Landlord's mortgagees, and any other persons reasonably designated by Landlord must be named as additional insureds on the contractor's commercial general liability and commercial automobile policies.
(d) The contractor's commercial general liability and commercial automobile policies must be written as primary policies and any insurance carried by Landlord shall not be contributing with such policies. (e) All policies must contain a waiver of the insurers' right of subrogation against Landlord, Landlord's property manager, Landlord's mortgagees, and any other persons reasonably designated by Landlord. (f) All policies must require the insurer to notify Landlord at least thirty (30) days before the cancellation or lapse of the policy or the effective date of any reduction in the amounts, of insurance. (3) Evidence of Insurance. Before entering the Shopping Center, and from time to time thereafter upon Landlord's request, the contractor must furnish executed copies of the insurance policies and endorsements required hereby, with certificates indicating that such insurance is currently in force, or certificates thereof. Thereafter, until the contractor's work is completed, the contractor must deliver to Landlord executed copies of renewal policies or certificates thereof within thirty (30) days prior to the expiration of the term of each policy. Whether or not Landlord requires the contractor to provide a copy of the underlying policies of insurance required by this exhibit, the contractor shall provide Landlord with endorsements to such policies appropriately issued by the contractor's insurer to the effect that:
286
2 (a) The coverage under the contractor's commercial general liability and commercial automobile insurance policies is primary and that any insurance carried by Landlord is not contributing with such policies. (b) The contractor's commercial general liability insurance policy provides completed operations coverage. (c) The persons required hereby to be named as additional insureds are in fact so named. (d) The insurer will give Landlord at least thirty (30) days' written notice in advance of any cancellation or lapse, or of the effective date of any reduction in the amounts, of insurance. 287
1 EXHIBIT C-2

LANDLORD'S ITEMIZATION FORM
Landlord: EASTVALE GATEWAY III, LLC, a Delaware limited liability company Tenant: CITY OF EASTVALE, a municipal corporation
Premises No. 3: 12363 Limonite Avenue, Suites 950 and 960, Eastvale, California 91752 Date building received final inspection notice:

Certificate of occupancy date of tenant constructed space:
1 Landlord's Contribution and Tenant Reimbursement Amount Landlord's Contribution Amount A
Tenant Reimbursement - If reimbursement is applied to specific item(s), please detail B
-
-
-
Total Landlord's Contribution and Tenant Reimbursement Amount (a+b) 2 Total cost of Tenant's Work
Tenant Improvements Total Cost
350570 Demolition
351180 Structural Concrete & Slab on Grade
351580 Structural Steel
Decorative Misc. Steel
351650 Rough Carpentry
351670 Cabinets Finish Carpentry & Millwork
Restroom Cabinets/Counters
351720 Insulation
331740 Waterproofing & Damp proofing
351790 Membrane Roofing
351810 Flashing & Sheet Metal
351860 Sealants & Caulking
351870 Doors & Frames, Hardware and Trim
351910 Special Doors
Eliason/Double-Acting Doors
351930 Storefront
351980 Interior Glass & Glazing / Mirrors
352010 Lath & Plaster
352030 Metal Studs & Drywall
352040 Ceramic Tile
352050 Acoustical Ceilings
352070 Resilient Flooring
352080 Carpet & Base
352090 Special Flooring
352110 Painting
352140 Wall coverings (Removable) - Paneling/Wallpaper
352510 Toilet Partitions & Accessories
Specialties
- Kitchen Hoods
- Kitchen Equipment
288
2 - Walk In Coolers / Freezers
- Grease Traps / Interceptors
- Loading Dock Equipment
- Canopies/Awnings
351940 - Roll Up Doors
- Store Fixtures
- Refrigeration
352150 - Building Signage
- Other
- Other
Fire Suppression ( Ansul)
352670 Security Systems
352680 Fire Sprinklers
352800 Plumbing - Rough (underground)
352800 Plumbing - Finish (make-up and fixtures)
352800 Plumbing - Gas Service
352800 Dedicated Kitchen Equipment Plumbing - (Gas)
352800
Dedicated Kitchen Equipment Plumbing - (HW/CW,
Drainage)
352810 HVAC - RTUs, Exhaust Fans, Evap Coolers
352810 HVAC - Ductwork, Diffusers & T-Stats
352810 Dedicated Kitchen MUA
352810 Dedicated Kitchen EF
352810 Dedicated Computer/Data Equipment A/C
350990 Electrical Sub Panels & Distribution
350990 Electrical dedicated to Kitchen Equipment
350990 Electrical Dedicated to Display Fixtures
350990 Electrical Dedicated to Decorative Lighting
351000
Electrical Light Fixtures - General area lighting such as 2x4 Lay-in Fixtures, Can Lights or Emergency Exit Lights
351000 Electrical Light Fixtures - Decorative and Display Fixtures Telephone/Data
Music System
- Other
- Other
Sub-Total-(Direct Cost) Tenant's Work C
Permits-Fees-Bonds (Tenant Improvements)
Sewer Fees
Water Meter Fees
Building Permits / Inspections
Plan Check fees
Subtotal-Permits-Fees-Bonds (Tenant's Work) D
Architectural & Engineering
A& E
Subtotal-A&E E
Total Tenant's Work (c+d+e)
Unaccounted TI Contribution ( IRS 1099) (1-2)
Prior to, and as a condition precedent to the final disbursement of Landlord's Contribution and the “Tenant Reimbursement” to Tenant, Tenant shall provide Landlord with documentation from Tenant establishing that Landlord's Contribution has been expended or billed to Tenant as part of construction of Tenant's Work (i.e., Contractor has invoiced Tenant at least the sum of Landlord's Contribution). Tenant agrees 289
3 and acknowledges that if Tenant fails to provide the Landlord's Itemization Form in accordance with this Exhibit C, then Landlord shall deliver an IRS Form 1099 to Tenant in the sum of (i) any portion of Landlord's Contribution that is not attributed to Tenant's Work (as enumerated above), or (ii) all of Landlord's Contribution if no Landlord's Itemization Form is delivered. Landlord and Tenant agree and acknowledge that Landlord shall be deemed to be the Owner of Tenant's Work and other related improvements as enumerated above.

Tenant Name:(Please Print)
(Signature)
290
1 EXHIBIT C-3

LETTER AGREEMENT
[Tenant's Name/Address]
CITY OF EASTVALE, a municipal corporation
12363 Limonite Avenue, Suites 950 and 960
Eastvale, California 91752
[Date] ________________
Re: CONSTRUCTION CONTRACT (“Contract”) by and between CITY OF EASTVALE, a municipal corporation (“Tenant”), and __________ (“Contractor”);
RETAIL LEASE (“Lease”) by and between EASTVALE GATEWAY III, LLC, a Delaware limited liability company (“Landlord”), and Tenant for those certain “Premises”, located in the Eastvale Gateway III (“Shopping Center”) Dear [Contractor]:

Prior to entering the Premises or the Shopping Center, Contractor agrees to (i) obtain the insurance coverage set forth in Exhibit C-1 to the Lease, and (ii) deliver the various insurance certificates, and additional insured endorsements (naming Landlord and its manager Lewis Management Corp., a Delaware corporation “LMC”), referenced in Exhibit C-1, as a condition precedent to Contractor entering the Premises or the Shopping Center. Landlord and LMC are each third-party a beneficiary under this Letter Amendment, granting each the ability to assert any rights granted to the foregoing entities herein. Contractor agrees to indemnify, defend and hold Landlord harmless from any claims, liability or losses arising from contractor’s, or its employee’s, agent’s, or sub-contractor’s negligence or willful misconduct. Please sign where indicated below, and deliver the various insurance certificates, and additional insured endorsements identified above, to Lewis Management Corp., attn.: Ashley Olivas, 1156 N. Mountain Avenue Upland, CA 91785, with a copy via email to:

[email protected] and [email protected].

Thank you.

Very truly yours,
[TENANT'S SIGNATURE BLOCK]
By: _______________________
Name: _______________________
Title: _______________________
By: _______________________
Name: _______________________
Title: _______________________

BY SIGNING BELOW CONTRACTOR AGREES

TO BE BOUND BY THIS LETTER AGREEMENT
[CONTRACTOR'S SIGNATURE BLOCK]
By: _______________________
Name: _______________________
Title: _______________________
291
1 EXHIBIT C-4

TENANT'S CERTIFICATE OF LIABILITY INSURANCE
292
2 293
3 294
1 EXHIBIT D

GROSS SALES

TENANT'S STATEMENT OF ANNUAL GROSS SALES
[INTENTIONALLY OMITTED]
295
1 EXHIBIT E

GUARANTY
[INTENTIONALLY OMIITED]
296
1 EXHIBIT F

SIGN CRITERIA
297
2 298
3 299
4 300
5 301
6 302
7 303
8 304
9 305
10 306
11 307
12 308
13 309
14 310
15 311
16 312
17 313
18 314
19 315
20 316
21 317
1 318
2 319
3 320
4 321
5 322
6 323
7 324
8 325
9 326
10 327
11 328
12 329
13 330
14 331
15 332
16 333
17 334
18 335
19 336
20 337
21 338
1 EXHIBIT G

TENANT'S ESTOPPEL CERTIFICATE
Name of Center: Eastvale Gateway III
Location of Center 12257 - 12523 Limonite Ave, Eastvale (Riverside County), California 91752
Name of Tenant: CITY OF EASTVALE, a municipal corporation Trade Name of Tenant: City of Eastvale
Address of Tenant: Attention: _______
__________
_______, __ _____
Telephone: __________
Email: __________
Date of Lease: ___________, 2024
Name of Landlord: Eastvale Gateway III, LLC
Address of Landlord: 1156 N. Mountain Avenue
Upland, CA 91786-3633
P. O. Box 670
Upland, CA 91785-0670
The undersigned Tenant under the above-referenced Lease hereby certifies that:

1. The Lease is presently in full force and effect and unmodified, except as follows: (If no exceptions, so state) __________________________________________________________________________________________ __________________________________________________________________________________________ ______________________________________________________________________________.

2. Tenant has accepted possession of the Premises and all improvements required to be completed by Landlord under the terms of the Lease have been completed.

3. The Term of the Lease commenced on ______________, 20__. Tenant opened for business to the public in the Premises on __________________, 20__.

4. There are no uncured defaults in Landlord's performance of its obligations under the Lease except as follows (if no exceptions, so state):
_________________________________________________________________________.

5. Tenant has no offset, counterclaim, or defense under the Lease or otherwise against rent or any other charges due or to become due to Landlord and, to the best of its knowledge after reasonably diligent investigation and inquiry, there exists no event which would constitute a basis for any such offset, counterclaim, or defense upon the lapse of time or the giving of notice, or both, except as follows: (If no exceptions, so state) __________________________________________________________________________________________ __________________________________________________________________________________________ ____________________________________________________________________________.

6. Monthly installments of Annual Base Rent have been paid to: ____________________________________. 339
2 7. All Additional Rent due as of this date has been paid.

8. Tenant has prepaid no rent or other sum whatsoever to Landlord, other than the current month's installment of Annual Base Rent, except as follows: (If no exceptions, so state) __________________________________________________________________________________________ __________________________________________________________________________________________.

Tenant acknowledges that no payment to Landlord of rent or other sum more than 30 days in advance of the due date under this Lease will be recognized by a beneficiary under a deed of trust which takes possession of the Shopping Center under such deed of trust.

The amount of Security Deposit or other deposit held by Landlord is $00.00. [Cross out the following sentence(s) which are not applicable.] The undersigned Tenant acknowledges that it has been given notice that you are or may become the beneficiary under a deed of trust encumbering the Shopping Center, and that said deed of trust contains an assignment of rents due under the Lease.
(OR)
The undersigned Tenant acknowledges that it has been given notice that you are or may become the purchaser of all or part of the Shopping Center under an agreement of purchase and sale with Landlord, and that said agreement contains an assignment of the Lease.

Tenant: CITY OF EASTVALE, a municipal corporation
By: _________________________________________
(Type Name) ______________________________
Its: ______________________________________
By: _________________________________________
(Type Name) ______________________________
Its: ______________________________________
340
1 EXHIBIT H

RULES AND REGULATIONS FOR THE SHOPPING CENTER

WHICH CONSTITUTE A PART OF THE LEASE
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Lease to which this exhibit is attached.

1. No tenant or its agents or employees shall loiter in the Common Areas of the Shopping Center, nor shall they in any way obstruct the sidewalks, entry passages, pedestrian passageways, driveways, entrances, and exits to the Shopping Center, and they shall use the same only as passageways to and from their respective premises. Each tenant and its employees shall comply with all regulations with respect to the Common Area, including, but not by way of limitation, posted speed limits, directional markings and parking stall markings. Landlord reserves the right to exclude or expel from the Shopping Center any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of the rules and regulations of the Shopping Center.

2. No doors, windows, lights, and skylights that reflect or admit light into the Common Area of the Shopping Center shall be covered or obstructed by any tenant, and doors leading into the Common Area from tenant premises shall not be left open by any tenant.

3. Water closets and urinals shall not be used for any purpose other than those for which they were constructed, and no rubbish, newspapers, or other substances of any kind shall be thrown into them. No tenant or its agents and employees shall throw or discard cigar or cigarette butts or other substances or litter of any kind in or about the Shopping Center, except in receptacles placed therein for such purposes by Landlord or Governmental Agency.

All garbage, including wet garbage, refuse, and trash shall be placed by each tenant in the receptacles provided for that purpose. No tenant shall place in any trash receptacle of the Shopping Center any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord.

4. All trash, refuse and waste materials shall be regularly removed from the premises of each tenant of the Shopping Center, and until removal shall be stored (a) in adequate containers, which containers shall be located so as not to be visible to the general public shopping in the Shopping Center, and (b) so as not to constitute any health or fire hazard or nuisance to any occupant of the Shopping Center.

5. Tenants generating grease in the operation of their premises shall dispose of the grease in compliance with all laws and regulations and engage a third-party contractor to recycle the grease on a regular basis. Prior to disposal, grease shall be stored in containers in the premises. The storage of grease in the Common area is prohibited. No tenant may dump grease into trash receptacles or down any drains, whether within or outside their premises.

6. No tenant shall place or allow anything to be placed against or near any glass doors or windows which may, in Landlord's opinion, appear unsightly from outside the Premises.

7. No tenant shall do anything in any premises, or bring or keep anything therein, which will in any way increase or tend to increase the risk of fire or the rate of fire insurance or which shall conflict with applicable law, rules, or regulations established by any Governmental Agency or official having jurisdiction, the regulations of the fire department or the provisions or requirements of any insurance policy on such premises or any part thereof. No tenant shall use any machinery in its premises even though the installation may have been originally permitted, which may cause any unreasonable noise or jar, or tremor to the floors or walls, or which by its weight might injure the walls or floors of such premises or any other portion of the Shopping Center.

8. No tenant shall place a load upon any floor which exceeds the load per square foot which such floor was designed to carry and which is allowed by law. Landlord shall have the right to prescribe the weight, size, and position of all equipment, materials, furniture, or other property brought into any premises. Heavy objects shall stand on such platforms as are determined by Landlord to be necessary to distribute the weight properly, and each tenant shall pay the cost of any structural bracing required by Landlord to accommodate the same. Business machines and 341
2 mechanical equipment belonging to any tenant which cause noise or vibration that may be transmitted to the structure of any tenant's store or to any space therein to such a degree as to be objectionable to Landlord or to any tenants shall be placed and maintained by such tenant, at such tenant's expense, on vibration elimination or other devices sufficient to eliminate noise or vibration. The persons employed to move such equipment in or out of any tenant's store must be acceptable to Landlord. Landlord will not be responsible for loss of, or damage to, any such equipment or other property from any cause, and all damage done to any building or the Common Area of the Shopping Center by maintaining or moving such equipment or other property shall be repaired at the expense of the tenant causing the same.

9. No tenant or its agents and employees shall make or permit any loud, unusual, or improper noises in the Shopping Center, or interfere in any way with other tenants or those having business with them, or bring into or keep within the Shopping Center any animal or bird, or any bicycle or other vehicle, except such vehicles as tenants are permitted to park in the Shopping Center parking lot, and Tenant and its agents and employees shall park only in the areas designated from time to time for employee parking generally.

10. No tenant shall install any radio or television antenna, loudspeaker or other device on the roof or exterior walls of such tenant's store without Landlord's prior written consent. No tenant shall interfere with radio or television broadcasting or reception from or in the Shopping Center or elsewhere. No tenant shall install, maintain, or operate upon any premises or in any Common Area under the exclusive control of Landlord any vending machines or video games without Landlord's prior written consent. If any tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with, Landlord's instructions concerning their installation. No tenant shall engage in the sale of tickets or coupons for any lottery or other games of chance.

11. No portion of the Shopping Center shall be used for lodging purposes.

12. All freight must be moved into, within, and out of tenant premises only during such hours and according to such regulations as may be established from time to time by the Manager. No person shall use any utility area, truck, and trash facility or other area reserved for use in connection with the conduct of business, except for the specific purpose(s) for which intended.

13. All Tenants shall observe all security regulations issued by Landlord and shall comply with instructions and/or directions of the duly authorized security personnel for the protection of the Shopping Center. Access by any tenant to its premises or the Shopping Center before or after hours of operation of the Shopping Center shall be subject to clearance by the security personnel of the Shopping Center and to compliance with such procedures as may be imposed by such personnel, including presentation of identification satisfactory to such personnel.

14. No tenant and no employee or invitee of any tenant shall go upon the roof of the Shopping Center without the prior approval of Landlord.

15. No person shall use any roadway or walkway, except as a means of egress or ingress to any store and automobile parking area within the Shopping Center, or adjacent public streets. Such use shall be in an orderly manner, in accordance with the directional or other signs or guides. Roadways shall not be used at a speed in excess of twenty (20) miles per hour and shall not be used for parking or stopping, except for the immediate loading or unloading of passengers. No walkway shall be used for other than pedestrian travel.

16. No person shall use any automobile parking area except for the parking of motor vehicles during the period of time such person or the occupants of such vehicle are customers or business invitees of the retail, service, and restaurant establishments within the Shopping Center. All motor vehicles shall be parked in an orderly manner within the painted lines defining the individual parking places. During peak periods of business activity, limitations may be imposed as to the length of time for parking use. Such limitations may be made in specified areas.

17. No Tenant, without the prior written consent of Landlord, shall in or on any part of the Common Area:
(a) Vend, peddle, or solicit orders for sale or distribution of any merchandise, device, service, periodical, book, pamphlet or other matter whatsoever.
342
3 (b) Exhibit any sign, placard, banner, notice, or other written material. (c) Distribute any circular, booklet, handbill, placard, or other material. (d) Solicit membership in any organization, group, or association or any contribution for any purpose. (e) Parade, rally, patrol, picket, demonstrate, or engage in any conduct that might tend to interfere with or impede the use of any of the Common Area by any permittee, create a disturbance, attract attention or harass, annoy, disparage, or be detrimental to the interest of any of the retail establishments within the Shopping Center.
(f) Use any Common Area for any purpose when none of the establishments within the Shopping Center is open for business or employment.
(g) Throw, discard, or deposit any paper, glass, or extraneous matter of any kind, except in designated receptacles, or create litter or hazards of any kind.
(h) Use any sound-making device of any kind or create or produce in any manner noise or sound that is annoying, unpleasant, or distasteful to occupants or customers of the Shopping Center. (i) Deface, damage, or demolish any sign, light standard or fixture, landscaping material or other improvement within the Shopping Center, or the property of customers, business invitees, or employees situated within the Shopping Center.

18. The requirements of any tenant will be attended to only upon written application to Landlord, and no Tenant shall request the employees of Landlord to perform any work or do anything outside of their regular duties except upon instructions from Landlord.

19. Landlord may waive any one or more of these rules for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such rules in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such rules against any or all of the tenants of the Shopping Center. No waiver of any rule or regulation by Landlord shall be effective unless expressed in writing and signed by an authorized agent of Landlord.

20. Landlord reserves the right to close any and all entrances to the Shopping Center and parking areas thereof during such hours as Landlord may deem to be advisable for the adequate protection of the Shopping Center.

21. All Tenants shall maintain all Floor Area with their Premises, including without limitation, the vestibules, entrances, returns, doors, fixtures, windows and plate glass, in a safe, neat and clean condition.

22. Neither sidewalks nor walkways shall be used to display, store, or replace any merchandise, equipment or devices.

23. No Tenant shall use any advertising medium, device, instrument, or apparatus which can be heard or experienced outside of its Premises, including without limitation, flashing lights, searchlights, loudspeakers, phonographs, radios, or television.

24. Landlord reserves the right, at any time, to change or rescind any one or more of these rules and regulations or to make such other and further reasonable rules and regulations as in Landlord's judgment may from time to time be necessary for the management, safety, care, and cleanliness of the Shopping Center, for the preservation of good order therein and for the convenience of tenants of and visitors to the Shopping Center. Any such amendments, deletions, or additions to these rules and regulations shall be effective immediately upon delivery of written notice thereof to tenants.

25. Each tenant shall abide by any additional rules or regulations which are ordered or requested by any Governmental Agency or military authority. Each tenant shall be responsible for the observance of these rules and any such rules by its employees, agents, clients, customers, invitees, and guests. 343
4 26. Landlord shall not be responsible to any tenant or to any other person for the non-observance or violation of these rules and regulations by any other tenant or other person.

27. Each tenant who executes a lease of space at the Shopping Center with a copy of these rules and regulations attached thereto shall be deemed to have read these rules and regulations and to have agreed to abide by them as a condition to its occupancy of space at the Shopping Center. In the event of any conflict between these rules and regulations, or any amendments or additions thereto, and the provisions of any tenant's lease, such lease provisions shall control.

28. The following rules shall apply to Tenant's construction activities, whenever performed. They apply both to Tenant and to Tenant's contractors.
(a) Tenant shall keep all work area clean and free of visible debris, dirt, and dust. (b) Tenant may not store construction materials outside the Premises without Landlord's written consent, which Landlord may withhold in its sole discretion. When Landlord so consents, the stored construction materials must be secured in a fully-contained storage unit or fenced area in a location designated by Landlord. (c) Trash shall be loaded into a trash container approved by the applicable governmental authorities and removed with sufficient frequency to prevent overloading or spilling. The trash contained must be placed in a location approved by Landlord. Tenant may not temporarily stockpile trash or recyclables outside of trash containers. Tenant may not utilize the trash bins designated for the ongoing operational needs of the Shopping Center's tenants to dispose of Tenant's construction materials or construction-related trash or debris.
(d) Tenant's obligation to comply with all laws shall include without limitation the obligation to comply with:
(i) all laws concerning the separation and recycling of construction materials; (ii) all laws concerning storm water pollutants; and
(iii) the Clean Water Act of 1972.
(e) Tenant shall not use any Common Area patios, sidewalks, driveways, or parking areas or the premises or patio areas of other tenant spaces, whether or not occupied, for the placement or storage of materials (f) Without the written consent of Landlord and of any tenant whose space is to be accessed, Tenant shall not enter into or otherwise use (i) any Common Area patios, sidewalks, driveways, or parking areas for the storage or temporarily placing materials, or (ii) the premises or patio areas of other tenant spaces for any reason, whether or not occupied.
(g) Tenant shall use the restroom within the Premises or shall provide an approved temporary chemical toilet, located as designated by Landlord. Tenant shall not use the restroom facilities of other tenants. Tenant shall clean and service the temporary chemical toilet serviced with sufficient frequency to keep it clean and free from odors.
(h) Tenant shall direct its contractors to park in areas designated by Landlord from time to time. Landlord may change the location of any designated parking areas immediately, without advance notice. (i) Tenant shall not cause the interruption of utility services to other Shopping Center occupants or obstruct the use of any driveways, drive aisles, sidewalks, or loading docks in the Shopping Center without Landlord's advance written consent in each instance. Even when Landlord consents, Landlord may prohibit the interruption or obstruction from occurring during specified hours and may limit the duration of the interruption or obstruction. Unless otherwise approved by Landlord in writing, the maximum duration shall 344
5 be two (2) hours. Notwithstanding Landlord's consent, Tenant shall notify Landlord in writing at least three (3) days before actually commencing the interruption or obstruction. (j) Tenant shall cause its contractors to treat other Shopping Center occupants and their guests and contractors respectfully and with common courtesy and cooperation. The use of foul or offensive language and gestures is not permitted. Televisions, radios, and other entertainment devices may not be utilized outside the Premises and may not be played so loud that they may be heard outside the Premises. (k) Tenant shall perform any work which creates excessive noise, vibration or disturbance at hours approved by Landlord. If Landlord does not specifically set hours for Tenant, then such work may be performed only when adjacent occupants are not open for business or during their non-peak business hours. Landlord reserves the right to direct Tenant to cease operations at any time if said operations disturb adjacent occupants.
345
1 EXHIBIT I
ADDENDUM NO. 1 TO RETAIL LEASE
“City of Eastvale”
This ADDENDUM NO. 1 TO RETAIL LEASE (“Addendum No. 1”) is entered into as of ______________ (“Effective Date”), by and between Eastvale Gateway III, LLC, a Delaware limited liability company (“Landlord”), and CITY OF EASTVALE, a municipal corporation (“Tenant”).

R E C I T A L S
A. Landlord and Tenant entered into that certain RETAIL LEASE (“Lease”), dated _________, 2024, for the “Premises” (as defined in the Lease) in the “Eastvale Gateway III Shopping Center,” located at 12257 - 12523 Limonite Ave, Suites 900, 910, 940, 950, & 960, Eastvale, CA 91752.

B. Landlord and Tenant elect, by this Addendum No. 1, to memorialize certain dates, which were unknown at the time of execution of the Lease, as hereinafter provided. Any capitalized words, terms, or phrases used and not otherwise defined in this Addendum No. 1 shall be deemed to have the meanings assigned thereto in the Lease.

NOW, THEREFORE, the parties agree and supplement the Lease as follows:

1. The Date of Substantial Completion for Premises No. 3 is _____.

2. The Rental Commencement Date for Premises No. 3 is ______.

3. The Lease Term for Premises No. 3 commenced on ____________ and ends ______________.

4. Except as expressly modified herein, all terms and conditions of the Lease shall remain unchanged and in full force and effect.

5. The provisions of this Addendum No. 1 shall bind the heirs, representatives, successors, and assigns of the parties hereto and shall inure to the benefit of the heirs, representatives, and permitted successors and assigns of the parties hereto.

IN WITNESS WHEREOF, this Addendum No. 1 has been entered into by the parties as of the Effective Date. “Landlord”

EASTVALE GATEWAY III, LLC,
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation – Its Sole Manager
By: ______________________________________
Name: ______________________________________
Its: Authorized Agent
“Tenant”
By: CITY OF EASTVALE, a municipal corporation dba
“City of Eastvale”
By: ________________________________________
Name: ___________________________________
Title: ____________________________________
By: _________________________________________
Name: ___________________________________
Title: ____________________________________
346

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.9
March 27, 2024
Ini(a(ng Proceedings for Annual Levy and Collec(on of
Assessments for Landscape and Ligh(ng Maintenance Districts, Benefit Assessment Districts, and Illumina(on Districts for Fiscal Year 2024-25
Prepared By:

Amanda Wells, Finance Director/City Treasurer
Recommended Action(s)
Staff recommends that the City Council take the following actions:

1. Approve and Adopt A Resolu$on of the City of Eastvale, California, Ini$a$ng Proceedings for the Annual Levy and Collec$on of Assessments and Ordering the Prepara$on of an Annual Report for Landscape and Ligh$ng Maintenance Districts No. 89-1 Consolidated, No. 2014-1, No. 2014-3, No. 2014-4, Illumina$on District No. 2 (Subareas: 35, 42, 46, 49, and 55), Ligh$ng Maintenance District No. 98-2, Ligh$ng Maintenance District No. 2001-1 (Zones: G, S, and W), Ligh$ng Maintenance District No. 2001-2 (Zones: A-H, J-K, And M), and Ligh$ng Maintenance District No. 2001-3 (Zones: A-MMM); For Fiscal Year 2024-25.

2. Approve and Adopt A Resolu$on of the City of Eastvale, California, Ini$a$ng Proceedings for the Annual Levy and Collec$on of Assessments and Ordering the Prepara$on of an Annual Report for Benefit Assessment District No. 2014-2 for Fiscal Year 2024-25.

Summary
The Districts fund annual maintenance ac$vi$es at various sites including maintenance servicing and opera$on of streetlights, maintenance and servicing of catch basin filtra$on system improvements and operation and maintenance of traffic signals.
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
347
Background
Landscape and Ligh$ng Maintenance Districts No. 89-1 Consolidated, No. 2014-1, No. 2014-3, No. 2014-4, Illumina$on District No. 2 (Subareas: 35, 42, 46, 49, AND 55), Ligh$ng Maintenance District No. 98-2, Ligh$ng Maintenance District No. 2001-1 (Zones: G, S, and W), Ligh$ng Maintenance District No. 2001-2 (Zones: A-H, J-K, and M), Ligh$ng Maintenance District No. 2001-3 (Zones: AMMM), and Benefit Assessment District No. 2014-2 (the “Districts”) are special financing districts established to fund specific maintenance ac$vi$es within the City of Eastvale. Proper$es within the Districts receive special benefit from the maintenance ac$vi$es and are assessed annually to fund those maintenance activities.

The annual budgets and assessment calcula$ons are prepared and presented in the form of annual reports. These resolu$ons declare the City’s inten$on to ini$ate the annual assessment proceeding and orders the prepara$on of the requisite annual reports. The next step in the process is to prepare the annual reports. Staff will bring that to City Council, along with the accompanying resolutions when they are available.

Environmental
The ini$a$on of proceedings for levy and assessment collec$on is not a project subject to review under the California Environmental Quality Act.

Strategic Plan Action - Priority Level: 3 | Target #: C | Goal #: H Ensure that City revenues align with expenditures.

Fiscal Impact
Costs associated with the prepara$on of the annual reports and the annual levy and collec$on of assessments is charged to the Districts. Failure to approve the accompanying resolu$ons would result in an inability to collect the annual assessment which, in Fiscal Year 2023-24, totaled approximately $704,321.74. Budgets for 2024-25 have not yet been calculated, but should not materially exceed 2023-24 budget forecasts.

Prior City Council/Commission Action
City Council held a Public Hearing and approved resolu$ons for the annual levy submiLal for Fiscal Year 2023-24 to the County on June 28, 2024.

Attachment(s)
Attachment 1 - Resolution to Initiate Proceedings LLMD, LMD, ID Attachment 2 - Resolution to Initiate Proceedings BAD
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
348
RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA,

INITIATING PROCEEDINGS FOR THE ANNUAL LEVY AND COLLECTION OF

ASSESSMENTS AND ORDERING THE PREPARATION OF AN ANNUAL REPORT FOR FISCAL YEAR 2024/25 FOR THE FOLLOWING DISTRICTS:

LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT NO. 89-1 CONSOLIDATED LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT NO. 2014-1 (TRACT 36382) LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT NO. 2014-3 (TRACT 36423) LANDSCAPE AND LIGHTING MAINTENANCE DISTRICT NO. 2014-4 (PARCEL MAP 35865)
ILLUMINATION DISTRICT NO. 2 (SUBAREAS: 35, 42, 46, 49, AND 55) LIGHTING MAINTENANCE DISTRICT NO. 98-2
LIGHTING MAINTENANCE DISTRICT NO. 2001-1 (ZONES: G and S) LIGHTING MAINTENANCE DISTRICT NO. 2001-2 (ZONES: A-H, J-K, and M) LIGHTING MAINTENANCE DISTRICT NO. 2001-3 (ZONES: A-MMM) WHEREAS, the City Council (the “Council”) of the City of Eastvale (the “City”), or prior to the City’s incorporation the Board of Supervisors of the County of Riverside, previously completed the proceedings in accordance with and pursuant to the Landscape and Lighting Act of 1972, Part 2, Division 15 of the California Streets and Highways Code (commencing with Section 22500) (the “Act”) to establish the following, hereafter referred to collectively as the “Districts”:

Landscape and Lighting Maintenance District No. 89-1 Consolidated Landscape and Lighting Maintenance District No. 2014-1 (Tract 36382) Landscape and Lighting Maintenance District No. 2014-3 (Tract 36423) Landscape and Lighting Maintenance District No. 2014-4 (Parcel Map 35865) Illumination District No. 2 (Subareas: 35, 42, 46, 49, AND 55)
Lighting Maintenance District No. 98-2
Lighting Maintenance District No. 2001-1 (Zones: G and S) Lighting Maintenance District No. 2001-2 (Zones: A-H, J-K, and M) Lighting Maintenance District No. 2001-3 (Zones: A-MMM); and WHEREAS, the City has retained NBS for the purpose of assisting with the annual levy of the Districts, and to prepare and file an Annual Report; and WHEREAS, the City Council wishes to initiate proceedings to provide for the levy of assessments for Fiscal Year 2024/25 in order to provide for the necessary costs and expenses pertaining to the maintenance of the improvements within the Districts. 349

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EASTVALE DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:

SECTION 1. RECITALS: The above recitals are true and correct.

SECTION 2. ANNUAL REPORT: The City Council hereby orders NBS, to prepare an Annual Report regarding the Districts containing the following information:

A. The plans and specifications describing the general nature, location, and extent of the improvements to be maintained.

B. An estimate of cost of the maintenance and/or servicing of the improvements for the referenced fiscal year.

C. A diagram showing the areas and the properties proposed to be assessed.

D. An assessment of the estimated costs of the maintenance and/or servicing, assessing the net amount upon all assessable lots and/or parcels in proportion to the benefits received.

NBS shall file the Annual Report with the City Clerk of the City, who shall then submit the Annual Report to the City Council for review and consideration.

SECTION 3. FISCAL YEAR: The assessments relating to these proceedings will constitute the District revenues for the Fiscal Year commencing July 1, 2024 and ending June 30, 2025.

SECTION 4. IMPROVEMENTS: There are no proposed new improvements or any substantial changes in existing improvements.

PASSED, APPROVED AND ADOPTED this 27th day of March, 2024.

Christian Dinco
Mayor
APPROVED AS TO FORM: ATTEST:

Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk/Communications Director
350

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )
I, Marc A. Donohue, City Clerk/Communications Director of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 24-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 27th day of March, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Marc A. Donohue, MMC
City Clerk/Communications Director
351
RESOLUTION NO. 24-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE, CALIFORNIA,

INITIATING PROCEEDINGS FOR THE ANNUAL LEVY AND COLLECTION OF

ASSESSMENTS AND ORDERING THE PREPARATION OF AN ANNUAL REPORT FOR FISCAL YEAR 2024/25 FOR THE FOLLOWING DISTRICTS
BENEFIT ASSESSMENT DISTRICT NO. 2014-2 (TRACT 32821 & 32821-1) WHEREAS, the City Council (the “Council”) of the City of Eastvale (the “City”) previously completed the proceedings in accordance with and pursuant to the Benefit Assessment Act of 1982, Title 5 Division 2, of the California Government Code (commencing with Section 54703) (the “Act”) to establish the following, hereafter referred to as the “District”: Benefit Assessment District No. 2014-2 (Tract 32821 & 32821-1); and
WHEREAS, the City has retained NBS for the purpose of assisting with the annual levy of the District, and to prepare and file an Annual Report; and WHEREAS, the City Council wishes to initiate proceedings to provide for the levy of assessments for Fiscal Year 2024/25 in order to provide for the necessary costs and expenses pertaining to the maintenance of the improvements within the District.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EASTVALE DOES HEREBY FIND, DETERMINE, AND RESOLVE AS FOLLOWS:

SECTION 1. RECITALS: The above recitals are true and correct.

SECTION 2. ANNUAL REPORT: The City Council hereby orders NBS to prepare an Annual Report regarding the District containing the following information:

A. The plans and specifications for the maintenance and operation of authorized services.

B. An estimate of cost of the maintenance and operation of the authorized services for the referenced fiscal year.

C. A diagram showing the areas and the properties proposed to be assessed.

D. An assessment of the estimated costs of the maintenance and operation of the authorized services.

NBS shall file the Annual Report with the City Clerk of the City, who shall then submit the Annual Report to the City Council for review and consideration. 352
SECTION 3. FISCAL YEAR: The assessments relating to these proceedings will constitute the District revenues for the Fiscal Year commencing July 1, 2024 and ending June 30, 2025.

SECTION 4. IMPROVEMENTS: There are no proposed new improvements or any substantial changes in existing improvements.

PASSED, APPROVED AND ADOPTED this 27th day of March, 2024.

Christian Dinco
Mayor
APPROVED AS TO FORM: ATTEST:

Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk/Communications Director
353

STATE OF CALIFORNIA )
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )
I, Marc A. Donohue, City Clerk/Communications Director of the City of Eastvale, California, do hereby certify that the foregoing City Council Resolution No. 24-XX, was duly adopted by the City Council of the City of Eastvale, California, at a meeting held on the 27th day of March, 2024, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Marc A. Donohue, MMC
City Clerk/Communications Director
354

AGENDA STAFF REPORT
City Council Meeting

CONSENT CALENDAR
Agenda Item No. 11.10
March 27, 2024
Reject Construc)on Bids for Modular Offices at Citrus Street Property - Off-site Improvements
Prepared By:

Jimmy Chung, Public Works Director/City Engineer
Recommended Action(s)
Staff recommends that the City Council reject bids received for Modular Offices at Citrus Street Property - Off-site Improvements.

Summary
Modular buildings at the Citrus property were determined necessary to temporary house staffs un)l the City Hall at Civic Center is constructed and occupied. The current Eastvale Gateway loca)on has limited space and utility constraints. The project was strategically put together into two phases:

1. Phase 1 - Offsite Improvements: construc)on of sewer lateral and water main for the installa)on of fire hydrant

2. Phase 2 - On-site Improvements: grading, utility tie-in, installation of modular buildings The Phase 1 construc)on bid was adver)sed. At the close of the bid period, two bids were received.

The lowest responsive bid submi1ed for the project was in the amount of $568,250 which far exceeded the engineer's estimate of $243,003.75.

In the mean)me, an op)on to expand the City Hall at the Gateway was reconsidered and reevaluated upon the vacancy of the neighboring suite. It was determined that there is a greater benefit to this op)on than construc)ng modular office buildings at Citrus property. Expansion will allow Finance and Engineering staff to relocate from the Citrus property back to City Hall, which will provide customer service to the public at the front counter and allow be1er communica)on and 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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355
collaboration between department.

Therefore staff recommends rejecting the bids for the Modular Offices at the Citrus Street property.

Background
Modular buildings at the Citrus property were determined to be a priority due to increased lease expenses at the current Eastvale Gateway loca)on and space and u)lity constraints at the Citrus property. City staff solicited bids for professional design services for grading and offsite u)li)es )ein to support the modular offices at the Citrus property. On April 13, 2022, the City Council approved a Professional Services Agreement with ERSC in the amount of $69,564 to provide design services for U)li)es Design Services for Modular Offices at Citrus Property and U)li)es Studies Project.

ERSC's scope included preparing Plans, Specifica)ons, and Es)mates (PS&E) for onsite precise grading and drainage plans, and offsite and onsite u)lity plans. Upon comple)on of the project construc)on documents, the project was adver)sed for bids on November 15, 2022. On December 12, 2022, one bid was received in the amount that was substan)ally higher than the engineer's cost es)mate. The bid was rejected at January 25, 2023 Council mee)ng. To increase the compe))veness and a1ract more contractors with their exper)se, it was decided to split the project into the following two phases and readvertise:

1. Phase 1 - Offsite Improvements: construc)on of sewer lateral and water main for the installa)on of fire hydrant

2. Phase 2 - On-site Improvements: grading, utility tie-in, installation of modular buildings On December 19 2023, the No)ce Invi)ng Bids for Phase 1 - Offsite Improvements was posted on the City's website and the City of Eastvale Vendor Portal through PlanetBids. Bids were also adver)sed in a local newspaper twice on December 27, 2023 and January 11, 2024. At the close of the bid period on January 22, 2024, staff received two (2) electronic bids, and the bid results are as follows:

Name of Bidder City Bid Amount
G&A Nelos Construction, Inc. Lake Elsinore $568,250
Big Ben Engineering Irvine $613,962
The bid received from G&A Nelos Construc)on, Inc. was determined to be responsive, but this was substantially higher than the engineer's cost estimate of $243,003.75.

Environmental
Rejec)on of bids is categorically exempt from California Environment Quality Act (CEQA) review under the CEQA Guidelines Section 15303.

Strategic Plan Action - Priority Level: 1 | Target #: 1 | Goal #: 1 Add addi)onal buildings for staffing consistent with City services, needs, expecta)ons, and strategic plan priorities
Fiscal Impact
No direct fiscal impacts will occur with the proposed action of rejecting bids. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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Prior City Council/Commission Action
On March 23, 2022, this project was presented to City Council during the Capital Improvement Budget Workshop presentation.

On April 13, 2022, City Council approved the Professional Services agreement with ERSC.

On January 25, 2023, City Council rejected the construction bids.

On August 23, 2023, City Council approved the first amendment to the Professional Services agreement with ERSC.

Attachment(s)
Attachment 1 - Bid Results
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 | eastvaleca.gov
357
City of Eastvale
Modular Offices at Citrus Street Property Project – Off-site Improvements (ENG20231219), bidding on 01/22/2024 10:00 AM (PST)