Agenda packet — Garden Grove City Council, May 14, 2024 (part 1 of 3)

AMENDED
AGENDA

Garden Grove City Council

Tuesday, May 14, 2024
6:00 PM

Community Meeting Center
11300 Stanford Avenue
Garden Grove, California 92840
Steve Jones
Mayor
Cindy Tran
Mayor Pro Tem – District 3
George S. Brietigam
Council Member – District 1
John R. O’Neill
Council Member – District 2
Joe DoVinh
Council Member – District 4
Stephanie Klopfenstein
Council Member – District 5
Kim B. Nguyen-Penaloza
Council Member – District 6

Meeting Assistance: Any person requiring auxiliary aids and services, due to a disability, to address the City Council, should contact the City Clerk's Office 72 hours prior to the meeting to arrange for accommodations. Phone: (714) 741-5040.

Agenda Item Descriptions: Are intended to give a brief, general description of the item. The City Council may take legislative action deemed appropriate with respect to the item and is not limited to the recommended action indicated in staff reports or the agenda.

Documents/Writings: Any revised or additional documents/writings related to an item on the agenda distributed to all or a majority of the Council Members within 72 hours of a meeting, are made available for public inspection at the same time (1) in the City Clerk's Office at 11222 Acacia Parkway, Garden Grove, CA 92840, during normal business hours; (2) on the City's website as an attachment to the City Council meeting agenda; and (3) at the Council Chamber at the time of the meeting.

Public Comments: Members of the public who attend the meeting in -person and would like to address the City Council are requested to complete a pink speaker card indicating their name and address, and identifying the subject matter they wish to address. This card should be given to the City Clerk before the meeting begins. General comments are made during "Oral Communications" and should be limited to matters under consideration and/or what the City Council has jurisdiction over. Persons wishing to address the Cit y Council regarding a Public Hearing matter will be called to the podium at the time the matter is being considered.

Manner of Addressing the City Council: After being called by the Mayor, you may approach the podium, it is requested that you state your name for the record, and proceed to address the City Council. All remarks and questions should be addressed to the City Council as a whole and not to individual Council Members or staff members. Any person making impertinent, slanderous, or profane remarks or who becomes boisterous while addressing the City Council shall be called to order by the Mayor. If such conduct continues, the Mayor may order the person barred from addressing the City Council any further during that meeting.

Time Limitation: When any group of persons wishes to address the City Council on the same subject matter, the Mayor may request a spokesperson be chosen to represent the group, so as to avoid unnecessary repetition. At the City Council's discretion, a limit on the total amount of time for public comments during Oral Communications and/or a further limit on the time allotted to each speaker during Oral Communications may be set.

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PLEASE SILENCE YOUR CELL PHONES DURING THE MEETING.

AGENDA
CONVENE CLOSED SESSION – 6:00 P.M.

ROLL CALL: COUNCIL MEMBER BRIETIGAM, COUNCIL MEMBER O'NEILL, COUNCIL MEMBER

DOVINH, COUNCIL MEMBER KLOPFENSTEIN, COUNCIL MEMBER NGUYEN-

PENALOZA, MAYOR PRO TEM TRAN, MAYOR JONES

ORAL COMMUNICATIONS FOR CLOSED SESSION ONLY

1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Pursuant to Government Code Section 54956.8
City Property: 12966 Euclid St.

City Negotiator: Lisa Kim, City Manager
Negotiating Parties: Christine M. Walker, F&M Bank
Under Negotiation: To obtain direction regarding the price and terms for a lease of space in the building at the property.

[Item 216/2024]

ADJOURN CLOSED SESSION

CONVENE OPEN SESSION – 6:30 P.M.

ROLL CALL

INVOCATION

PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA

PRESENTATIONS

2. Community Spotlight in recognition of Garden Grove Police Captain William Allison on his retirement following 32 years of service.

[Item 219/2024]

3. Update on Code Enforcement activities as presented by Community Development.

[Item 198/2024]

ORAL COMMUNICATIONS (TO BE HELD SIMULTANEOUSLY WITH OTHER

LEGISLATIVE BODIES)

RECESS

CONDUCT OTHER LEGISLATIVE BODIES' BUSINESS

RECONVENE
2

Page 3 of 5 ends

CONSENT ITEMS (CONSENT ITEMS WILL BE ACTED ON SIMULTANEOUSLY

WITH ONE MOTION UNLESS SEPARATE DISCUSSION AND/OR ACTION IS

REQUESTED BY A COUNCIL MEMBER)

4. Adoption of a Proclamation supporting Drowning Prevention Awareness and the Orange County Fire Authority's 2024 "Always Watch the Water" and "Never Swim Alone" 2024 campaigns. (Action Item)

[Item 215/2024]

5. Approval of a Memorandum of Understanding (MOU) with the Garden Grove Unified School District (GGUSD) for the establishment of a Regional Canine Training Facility at Pioneer Park for a pilot period of approximately 24 months; and approval of CEQA Exemption. (Action Item)

[Item 222/2024]

6. Approval of a Lease Agreement with Toscano Financial Services, Inc. for office space located at 12966 Euclid Street, Garden Grove. (Action Item)

[Item 214/2024]

7. Approval of a Lease Extension Agreement with Glen A. Wilson for property located at 11554 Salinaz Avenue, Garden Grove to store property and evidence acquired by the Police Department. (Action Item)

[Item 217/2024]

8. Authorization of the issuance of a purchase order to National Auto Fleet Group for one (1) Gate Valve Truck and one (1) Gate Valve Machine. (Cost:
$184,991.91) (Action Item)

[Item 83/2024]

9. Authorization of the issuance of a purchase order to South Bay Foundry, Inc. for gate valve lids. (Cost: $64,162.50) (Action Item)

[Item 208/2024]

10. Award a contract to National Pools Inc., for the Eastgate Park Swimming Pool Improvement Project (Cost: $200,975.00)(Action Item)

[Item 212/2024]

11. Adoption of a Resolution approving the Garden Grove Tourism Improvement District Advisory Board's 2024-25 Annual Report, Declaration of Intention to levy assessments for Fiscal Year 2024-25, and setting the time and date to conduct a public hearing on the proposed assessment. (Action Item)

[Item 211/2024]

12. Acceptance of City Project No. 2312 - Federal Project No. CML-5328 (083) Bicycle Corridor Improvement Project (BCIP) as complete. (Action Item)

Page 4 of 5 ends

[Item 213/2024]

13. Receive and file minutes from the meeting held on April 9, 2024. (Action Item)

[Item 218/2024]

14. Receive and file warrants. (Action Item)

[Item 207/2024]

15. Approval to waive full reading of ordinances listed. (Action Item)

[Item 221/2024]

PUBLIC HEARINGS (MOTION TO APPROVE WILL INCLUDE ADOPTION OF EACH RESOLUTION UNLESS OTHERWISE STATED.)

16. Adoption of a Resolution authorizing an application for, and receipt of, SB2 Permanent Local Housing Allocation Grant Program funds. (Grant amount:
$2,553,236) (Action Item)

[Item 209/2024]

17. Adoption of Resolutions for: Approval of a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, Site Plan No. SP-136-2024, Variance No. V-042-2024, and Vesting Tentative Tract Map No. TT-19298 for a 15-unit residential condominium project at 12828 Newhope Street; and the introduction and first reading of an ordinance approving Zoning Amendment No. A 036-2023 and Planned Unit Development No. PUD-019-2024.

Entitled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF GARDEN GROVE APPROVING (1) ZONING AMENDMENT NO. A-040-2024 TO AMEND THE CITY’S OFFICIAL ZONING MAP TO CHANGE THE ZONING OF AN APPROXIMATLY 0.88-

ACRE PARCEL LOCATED ON THE EAST SIDE OF NEWHOPE STREET, NORTH OF GARDEN GROVE BOULEVARD, AT 12828 NEWHOPE STREET, ASSESSOR’S PARCEL NO. 090-671-07, FROM R-1 (SINGLE-FAMILY RESIDENTIAL) TO RESIDENTIAL PLANNED UNIT DEVELOPMENT (PUD-019-2024) ZONING WITH AN R-3 (MULTIPLE-FAMILY RESIDENTIAL) BASE ZONE; AND (2) RESIDENTIAL PLANNED UNIT DEVELOPMENT NO. PUD-019-2024 TO FACILITATE THE DEVELOPMENT OF A 15-UNIT RESIDENTIAL DETACHED CONDOMINIUM PROJECT ON THE SUBJECT SITE. (Action Item)

[Item 206/2024]

MATTERS FROM THE MAYOR, CITY COUNCIL MEMBERS, AND CITY MANAGER

18. Parks and Facilities capital improvements update as requested by City Manager Kim.

[Item 223/2024]

ADJOURNMENT

Page 5 of 5 ends

The next Regular Meeting will be held on Tuesday, May 28, 2024, at 5:30 p.m. in the Community Meeting Center, 11300 Stanford Avenue, Garden Grove, California, 92840. 5 Item 215/2024
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: Teresa Pomeroy
Dept:

City Manager Dept: City Clerk
Date: 5/14/2024

Subject: Adoption of a Proclamation supporting Drowning Prevention Awareness and the Orange County Fire Authority's 2024 "Always Watch the Water" and "Never Swim Alone" 2024 campaigns. (Action Item)

OBJECTIVE

For the City Council to adopt a Proclamation supporting Drowning Prevention Awareness and the Orange County Fire Authority's 2024 "Always Watch the Water" and "Never Swim Alone" 2024 campaign.

BACKGROUND/DISCUSSION

The Orange County Fire Authority (OCFA) 2024 campaign theme is “Always Watch the Water” and “Never Swim Alone” that begins in May and continues through August to increase awareness and preparedness and to provide education on proper safety measures.

The aim is to curb the prevalence of drowning incidents through comprehensive public education, emergency preparedness resources, and proactive drowning prevention strategies. OCFA strives to empower individuals to recognize and mitigate the dangers of water-related activities and prevent tragedies.

FINANCIAL IMPACT

There is no financial impact.

RECOMMENDATION

It is recommended that the City Council:
 Adopt the Proclamation supporting the Orange County Fire Authority 2024 campaign for Drowning Prevention Awareness.

ATTACHMENT

Proclamation

6 PROCLAMATION

DROWNING PREVENTION AWARENESS

WHEREAS, in the United States, an average of 3,500 to 4,000 people drown per year, an average of 10 fatal drownings per day. Drowning remains the leading cause of death and disability in California for children under five years of age; and

WHEREAS, drowning can occur anywhere there is water. Drowning occurs in lakes and oceans, pools, bathtubs, and even buckets of water.

WHEREAS, for every child who dies from dr owning, another seven receive emergency care for non-fatal submersion injuries; and

WHEREAS, drowning can be silent and occurr in as little as two inches of water.

Among infants under 1 year old, two thirds of all drownings occur in bathtubs.

WHEREAS, the themes of this year’s water safety campaign “Always Watch the Water” and “Never Swim Alone” gives in-depth information that will be provided by staff on what Orange County residents can do to prevent drowning; and

WHEREAS, the initiatives set forth in the “ABCs of Water Safety” program will increase public awareness regarding proper procedures to prevent this needless tragedy; and

WHEREAS, the Orange County Fire Authority will be taking this opportunity to increase public awareness about drowning prevention through a robust community outreach campaign; and

NOW, THEREFORE BE IT RESOLVED, that the Garden Grove City Council does hereby proclaim its participation in the “Always Watch the Water” and “Never Swim Alone” 2024 campaigns that kick-off in May and continue through August by encouraging all families, parents, residents, schools, recreational facilities, businesses, and homeowner associations to become partners in preparedness by increasing their knowledge of proper safety measures in drowning prevention.

May 14, 2024

7 Item 222/2024
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: Matt West
Dept:

City Manager Dept: City Manager
Date: 5/14/2024

Subject: Approval of a Memorandum of Understanding (MOU) with the Garden Grove Unified School District (GGUSD) for the establishment of a Regional Canine Training Facility at Pioneer Park for a pilot period of approximately 24 months; and approval of CEQA Exemption. (Action Item)

OBJECTIVE

For the City Council to consider approval of a Memorandum of Understanding (MOU) with the Garden Grove Unified School District (GGUSD) for the establishment of a Regional Canine Training Facility at Pioneer Park for a pilot period of approximately 24 months.

BACKGROUND

At the January 9, 2024, City Council meeting, the City Council voted unanimously to place for discussion at a subsequent City Council meeting the feasibility of establishing a police K9 training facility at Pioneer Park.

Subsequently on January 23, the City Council directed staff to explore the feasibility of establishing the facility, and to return at a future City Council meeting to share the information and seek additional direction.

DISCUSSION

The City of Garden Grove’s Police Department has identified a local and countywide need for the creation of a centrally-located, Regional Police Canine Training Facility. The City currently has a joint-use agreement with the Garden Grove Unified School District (GGUSD) at Pioneer Park on Chapman Avenue, where a portion of the area has been determined by both agencies to be suitable for a pilot program.

The proposed Regional Canine Training Facility concept would create an opportunity to train and exercise support service canines and apprehe nsion canines, and is proposed to initially consist of equipment that would be stored in storage containers when not in use. Examples of the portable equipment include, but are not limited to, hurdles, tunnels, blinds, hill climb A-frames, and high find ladders. Temporary fencing, concrete, and utilities are also available 8 Item 222/2024

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to be procured for the pilot period at a cost up to $38,000 for a two year period and will be funded entirely by the John Reynolds Youth Support Canine Foundation non-profit.

If it i s later determined that a permanent facility is appropriate, future improvements and funding sources will need to be identified. An amendment to the joint -use agreement will also likely be necessary for a permanent facility.

Environmental Determination

In accordance with the California Environmental Quality Act (“CEQA”), the proposed project is categorically exempt per CEQA Guidelines Section 15301 (Existing Facilities) as the project calls for the minor alteration of an existing facility (public park); S ection 15304 (e) (Minor Alterations to Land) for the minor and temporary use of land having negligible or no permanent effects on the environment and which does not involve the removal of healthy, mature, scenic trees because the project calls for the creation of a concrete pad to support the storage container and a concrete walkway; and Section 15311 (c) (Accessory Structures) because the project calls for placement of a temporary storage container and chain link fence at the park.

FINANCIAL IMPACT

There is no cost to the City as costs of approximately $38,000 for a two year period will be funded by the John Reynolds Youth Support Canine Foundation non-profit.

RECOMMENDATION

It is recommended that the City Council:

 Authorize the City Manager to execute the attached Memorandum of Understanding (MOU) with the Garden Grove Unified School District, including any non-substantive modifications;
 Direct staff to implement the establishment of a pilot Regional Canine Training Facility at Pioneer Park upon execution of the MOU; and  Find that the approval of the agreement is exempt from CEQA.

ATTACHMENT:

1. MOU with GGUSD for Pioneer Park

9 1820860.1
MEMORANDUM OF UNDERSTANDINGPioneer Park Temporary K9 Support Training Facility Parties to the Memorandum of Understanding (“MOU”) This Memorandum of Understanding (“MOU”) is entered into between the City of Garden Grove (“CITY”) and the Garden Grove Unified School District (“GGUSD”) on _________, 2024. Purpose of the MOU This MOU memorializes the agreement of the parties to cooperate in the development of a temporary K9 Support Training Facility at Pioneer Park, located within a portion of Warren Elementary subject to the Joint Use Agreement for Pioneer Park dated September 18, 2018 (the “Joint Use Agreement”). Terms A. Development of Temporary K9 Support Training Facility1. Subject to the Joint Use Agreement and in addition to the uses permittedthereof, CITY is permitted to develop a temporary K9 support trainingfacility (the “Training Facility”) within the location in Pioneer Parkdescribed and depicted in Exhibit “A” to this MOU.2. The Training Facility will consist of portable equipment that would bestored in storage containers when not in use. Examples of the portableequipment include, but are not limited to, hurdles, tunnels, blinds, hillclimb A frames, and high find ladders.3. The Training Facility will include the temporary installation of storagecontainers on a concrete pad and a temporary chain link fence around theperimeter of the training area as depicted in Exhibit “A.”4. The Training Facility will be used to train/exercise the Garden GrovePolice Department’s support service canines and apprehension canines.B. Duration and TerminationThis MOU commences upon its execution by the parties and will remain in effectuntil June 30, 2028. This MOU may be terminated at any time by any of theparties to the MOU with a ninety (90) days’ notice to the other party.C. Liability and Insurance1. Consistent with Section 11 of the Joint Use Agreement, each partyassumes any and all risks for personal injury and property damageattributable to the negligent acts or omissions of that party and theofficers, employees, and agents thereof. Each party agrees to indemnifyand hold each of the other parties harmless from any liability connectedwith the party’s own acts or omissions and that of their respective officersand employees. 10 1820860.1

2. CITY shall maintain the insurance and/or program of self-insurance pursuant to Section 12 of the Joint Use Agreement. D. Independent Contractor In the performance of all obligations under this MOU, all parties shall act as independent agents. Parties shall not be considered as an employee or agent of any other party to this MOU. E. Governing Law The validity and interpretation of this MOU shall be governed by the laws of the State of California. F. Electronic Signatures Electronic copies of signatures (such as .pdf or .tiff files or telecopies) may be used in place of original signatures on this Agreement. The Parties intend to be bound by the signatures on the electronic document, are aware that the other Party will rely on the electronically copied signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature. [SIGNATURE PAGE FOLLOWS] 11 1820860.1
IN WITNESS THEREOF, the parties have executed this MOU on the date first herein written. For the City of Garden Grove: Lisa L. Kim, City ManagerFor the Garden Grove Unified School District Gabriela Mafi, Ed.D., SuperintendentAttest: Teresa Pomeroy, City Clerk Approved as to form: Omar Sandoval, City Attorney 12 13
Item 214/2024
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: Ursula Luna-Reynosa
Dept:

City Manager Dept: Economic Development and
Housing

Date: 5/14/2024

Subject: Approval of Lease Agreement with Toscano Financial Services, Inc. for office space located at 12966 Euclid Street, Suite No. 500, Garden Grove. (Action Item)

OBJECTIVE

For City Council to consider the lease of office space located at 12966 Euclid Street, Garden Grove to Toscano Financial Services, Inc.

BACKGROUND

On November 30, 2023, the City acquired the office building located at 12966 Euclid Street (Property) from LT Properties Company. The Property is a five-story office building containing 64,402 square feet. The office building was originally constructed in 1985, with an onsite surface parking lot. Upon acquisition , the building was configured with 25 tenant suit es of which eight (8) are unoccupied suites for a total vacancy rate of 32% (total unoccupied square footage).

DISCUSSION

Toscano Financial Services, Inc. (Toscano) is considering leasing Suite No. 500, approximately 3,337 square feet, for a term of five (5) years and two (2) months scheduled to expire on July31, 2029. The rental rate will be $1.95 per square foot with fixed annual rental adjustments of 3%. The lease will decrease the total vacancy from 33% to 28%.

Lease Details:
 The lease follows a mod ified gross lease structure, with the tenant responsible for operational costs such as electricity, gas, water, and building maintenance.  The lease term will commence on the first business day after both parties sign the lease and the lessee fulfills all lease requirements, and will end on the last day of the sixty-second full calendar month following the commencement date.  The monthly base rent is $6,507.15 for the 3,337 square feet of Suite No. 500 , with fixed annual rental adjustments of 3% until expiration date. 14 Item 214/2024

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 The l ease includes two (2) rent abatement months, covering the second and third months, with a total value of $13,014.30.
 Lease addresses property taxes and brokerage representation - CBRE represents the City, and Kidder Matthews represents the Tenant (Toscano).

FINANCIAL IMPACT

The City will receive lease revenues of $6,507.15 monthly or $78,085.8 0 annually for the first year and will increase by three (3) percent every year until the agreement’s expiration.

Toscano’s annual proportionate share of the building’s operating expense will be 5.18 percent.

City staff anticipate one-year expenses for Suite No. 500 to be approximately $5,069.00.

RECOMMENDATION

It is recommended that the City Council:
 Approve the Toscano Financial Services, Inc. Lease; and

 Authorize the City Manager to execute the Lease, including any minor modifications or amendments as appropriate, and any other pertinent documents necessary to effectuate and/or implement the Lease, on behalf of the City.

By: Paul Guerrero, Senior Real Property Agent

ATTACHMENT

Toscano Financial Services, Inc. Lease Agreement

15 ________ ________
________ ________

INITIALS INITIALS
©2019AIRCRE. AllRightsReserved. LastEdited:5/2/20243:24PM OFG-21.30,Revised10-22-2020 Page1of18

1. BasicProvisions ("BasicProvisions").

1.1 ParƟes. This Lease("Lease"), datedforreference purposesonly May 1, 2024 ,ismade byand between The City of Garden Grove ("Lessor")and Toscano Financial Services, Inc ("Lessee"), (collecƟvelythe"ParƟes", orindividually a"Party").

1.2(a) Premises: Thatcertain PorƟonofthe Project(as deﬁnedbelow),commonly knownas (streetaddress,suite, city,state): 12966 Euclid Street, Suite 500, Garden Grove, CA 92840 ("Premises"). ThePremises arelocatedin theCounty of Orange ,and consistof approximately 3,337 rentablesquare feetandapproximately 2,905 useable squarefeet. InaddiƟon toLessee's rightstouse andoccupy thePremises as hereinaŌer speciﬁed,Lessee shallhavenon-exclusive rightsto theCommon Areas(as deﬁned inParagraph2.7below)as hereinaŌer speciﬁed, butshallnot have anyrights tothe roof,theexterior walls,the areaabove thedroppedceilings, orthe uƟlityracewaysof thebuilding containingthePremises ("Building")or toany otherbuildings inthe Project. The Premises,the Building,the CommonAreas,the landupon whichtheyare located,along withallother buildingsand improvements thereon,are herein collecƟvely referredtoas the"Project." The Projectconsistsof approximately 64,402 rentablesquarefeet. (See alsoParagraph2)

1.2(b) Parking: 10 unreservedand 0 reservedvehicle parkingspaces atamonthly costof N/A perunreserved spaceand N/A perreserved space. (SeeParagraph2.6)

1.3 Term: Five (5) yearsand Two (2) months("Original Term")commencing the first business day following mutual execution of this Lease and Lessee's fulfillment of all requirements under this Lease ("CommencementDate") andending the last day of the sixty second (62nd) full calendar month following the Commencement Date ("ExpiraƟonDate"). (See alsoParagraph3)

1.4 Early Possession: Ifthe Premisesareavailable Lesseemay havenon-exclusivepossession ofthe Premisescommencing immediately following mutual execution of this Lease and Lessee fulfilling all obligations under this Lease ("EarlyPossession Date"). (SeealsoParagraphs 3.2and 3.3)

1.5 Base Rent: $6,507.15 per month("BaseRent"), payableon the first (1st) day ofeach monthcommencing upon the Commencement Date . (See alsoParagraph 4)
Ifthis boxis checked,thereare provisionsin thisLease fortheBase Rentto beadjusted. SeeParagraph .

1.6 Lessee's Shareof OperaƟngExpense Increase. Five and eighteen hundredths percent ( 5.18 %)("Lessee's Share"). In theevent thatthe sizeofthe Premisesand/or theProject are modiﬁedduring theterm ofthisLease, Lessorshall recalculateLessee'sShare to reﬂect such modiﬁcaƟon.

1.7 Base Rentand OtherMonies PaidUpon ExecuƟon:
(See also paragraph 4.3. Any partial month shall be noted on the tenant ledger for true-up) .

1.8 Agreed Use: General Office Use . (SeealsoParagraph6)

1.9 Base Year;Insuring Party. TheBaseYearis 2024 . Lessoris the"Insuring Party".(See alsoParagraphs4.2 and8)

1.10 Real EstateBrokers. (Seealso Paragraphs15and 25)
agency relaƟonships inthis Leasewiththe followingreal estatebrokers("Broker(s)")and/ortheir agents("Agent(s)"):

Lessor'sBrokerage Firm CBRE, Inc. License No. 00409987 Isthe brokerof(check one): theLessor;or both theLessee and Lessor(dual agent).

Lessor'sAgent Peter Wells and Taylor Friend LicenseNo. 01718361 and 01885394 is(check one): the Lessor'sAgent (salespersonor brokerassociate);or both theLessee's Agentandthe Lessor'sAgent (dualagent).

Lessee'sBrokerage Firm Kidder Matthews License No. Isthe brokerof(check one): theLessee;or both theLessee and Lessor(dual agent).

Lessee'sAgent Stephen Madigan LicenseNo. 01334425 is (checkone): theLessee's Agent(salesperson orbrokerassociate); or boththe Lessee'sAgent andtheLessor's Agent(dual agent). agreedto ina separate wriƩenagreement (orif thereis nosuchagreement, thesum of or 6% of the total Base Rent due for the initial Term only, which shall be split between brokers as follows: 4% paid to Kidder Mathews for representing Lessee and 2% paid to CBRE for representing Lessor. %ofthe totalBase Rent)for thebrokerageservices renderedby theBrokers.

STANDARDMULTI-TENANTOFFICE LEASE-GROSS
(a) Base Rent: $6,507.15 for theperiod of the full month following the Commencement Date (b) SecurityDeposit: $8,297.96 ("SecurityDeposit"). (Seealso Paragraph5) (c) Parking: N/A for theperiod N/A .
(d) Other: for .
(e) TotalDueUpon ExecuƟon ofthis Lease: $14,805.11 .
(a) RepresentaƟon: Each Partyacknowledgesreceiving aDisclosure RegardingReal EstateAgencyRelaƟonship, conﬁrmsand consentstothe following (b) Paymentto Brokers.Following Upon execuƟon anddeliveryof thisLease byboth ParƟes,Lessorshall payto theBrokersthe brokeragefee 16 ________ ________
________ ________

INITIALS INITIALS
©2019AIRCRE. AllRightsReserved. LastEdited:5/2/20243:24PM OFG-21.30,Revised10-22-2020 Page2of18

1.11 Guarantor. The obligaƟons ofthe Lesseeunderthis Leaseare tobeguaranteed by TBD ("Guarantor"). (SeealsoParagraph 37)

1.12 Business Hoursforthe Building: 8:00 a.m.to 6:00 p.m., MondaysthroughFridays (exceptBuilding Holidays)and ---- a.m.to ---- p.m.on Saturdays(except BuildingHolidays). "BuildingHolidays" shallmeanthe datesof observaƟonof NewYear'sDay,President'sDay,MemorialDay, IndependenceDay,LaborDay,ThanksgivingDay,Christmas Day,and other holidays as determined by Lessor .

1.13 Lessor SuppliedServices. Notwithstanding theprovisionsof Paragraph11.1, LessorisNOT obligatedto providethefollowing withinthe Premises:

Janitorialservices
Electricity
Other(specify):

1.14 AƩachments. AƩachedhereto arethe following,allof which consƟtute apartof thisLease:
anAddendum consisƟngof Paragraphs 50 through 51 ;
aplot plan depicƟng thePremises;
acurrent setof theRulesand RegulaƟons;
aWork LeƩer;
ajanitorial schedule;
other(specify): Paragraph 52: Rent Adjustments, Floor Plan, Rules and Regulations, Commencement Date Memorandum .

2. Premises.

2.1 Leƫng. Lessor herebyleases toLessee,and Lesseehereby leasesfromLessor,thePremises, fortheterm, atthe rental,and uponallof theterms, covenantsand condiƟonsset forthinthis Lease. Whilethe approximatesquarefootageofthe Premisesmayhave beenused inthe markeƟng ofthe Premisesfor purposesof comparison,the BaseRentstated hereinis NOT Ɵed tosquarefootageandis notsubjectto adjustmentshould theactualsize bedetermined tobe diﬀerent. NOTE: Lesseeisadvised toverify theactual sizepriorto execuƟngthis Lease.

2.2 CondiƟon. Lessor shalldeliver thePremisesto Lesseein aclean condiƟon onthe Commencement Dateor theEarly PossessionDate, whichever ﬁrstoccurs ("StartDate"), andwarrants thatthe exisƟng electrical,plumbing, ﬁresprinkler, lighƟng, heaƟng, venƟlaƟng andair condiƟoningsystems("HVAC"), andall otheritems whichthe Lessoris obligatedtoconstruct pursuantto theWork LeƩer aƩachedhereto, ifany,otherthanthose constructedby Lessee,shallbe ingood operaƟng condiƟonon saiddate, thatthestructural elementsof theroof,bearingwallsand foundaƟonof theUnitshall befree ofmaterialdefects, andthat thePremises donot containhazardous levelsof anymoldor fungi deﬁned astoxic underapplicablestate orfederallaw. Lessor alsowarrants, thatunlessotherwise speciﬁedin wriƟng, Lessoris unawareof (i)anyrecorded NoƟcesof Default aﬀecƟng thePremise;(ii) anydelinquent amountsdueunder anyloan securedbythe Premises;and (iii)any bankruptcyproceeding aﬀecƟngthe Premises.

2.3 Compliance. Lessor warrantsthat tothebest ofits knowledgetheimprovements onthe Premisesandthe CommonAreas complywith thebuildingcodes, applicablelaws, covenantsor restricƟonsofrecord, regulaƟons,and ordinances("Applicable Requirements")thatwere in eﬀect atthe Ɵme thateach improvement, or porƟon thereof,was constructed. Said warrantydoes notapply totheuse towhich Lesseewillput thePremises, modiﬁcaƟonswhichmay berequired bythe Americanswith DisabiliƟesAct oranysimilar lawsas aresult ofLessee'suse (seeParagraph49),orto any AlteraƟons or UƟlity InstallaƟons (as deﬁned inParagraph

7.3(a))made orto bemadeby Lessee. NOTE:Lessee isresponsiblefor determiningwhether ornotthe zoningand otherApplicableRequirements areappropriate forLessee's intendeduse, andacknowledgesthat pastuses ofthe Premisesmayno longerbe allowed. If thePremises donotcomply withsaid warranty,Lessor shall,except asotherwise provided,promptly aŌer receiptof wriƩen noƟce fromLessee seƫng forthwith speciﬁcitythenature andextent ofsuchnon-compliance, recƟfythe same. IftheApplicable Requirementsare hereaŌerchanged soasto requireduring thetermof thisLease the construcƟonof an addiƟon toor an alteraƟonof thePremises, the remediaƟonof anyHazardous Substance,or thereinforcementor otherphysical modiﬁcaƟonofthe Premises("Capital Expenditure"), Lessorand Lesseeshall allocatethecost ofsuch workas follows:
(a) Subject toParagraph 2.3(c)below,if suchCapital Expenditures are requiredasa resultof the speciﬁcand uniqueuse ofthePremises byLessee as comparedwith usesby tenantsingeneral, Lesseeshall befully responsibleforthe costthereof,provided,however,that ifsuch CapitalExpenditureis requiredduring thelast 2years ofthisLease andthe costthereof exceeds6months' BaseRent, Lesseemayinstead terminatethis LeaseunlessLessor noƟﬁesLessee, in wriƟng, within10 days aŌer receiptofLessee's terminaƟon noƟce thatLessor haselectedto paythe diﬀerencebetweenthe actualcost thereofandthe amountequal to6 months'Base Rent. IfLesseeelects terminaƟon,Lessee shallimmediately ceasetheuse ofthe Premiseswhichrequires suchCapital Expenditureanddeliver toLessor wriƩen noƟce specifying a terminaƟondateat least90 days thereaŌer .Such terminaƟon dateshall, however,inno eventbe earlierthanthe lastday thatLessee couldlegally uƟlizethe Premiseswithoutcommencing suchCapital Expenditure. (b) Ifsuch CapitalExpenditure isnotthe resultof the speciﬁcand uniqueuse ofthe PremisesbyLessee (suchas, governmentallymandatedseismic modiﬁcaƟons),then Lessorshall payforsuch CapitalExpenditure andLessee shallonlybe obligatedto pay,eachmonth duringthe remainderofthe termof thisLease orany extensionthereof,onthedate thaton whichthe BaseRentis due,an amountequalto 1/144thof the porƟonof suchcosts reasonably aƩributable tothe Premises. Lesseeshall payIntereston thebalance butmay prepayits obligaƟon atany Ɵme. If,however,such CapitalExpenditureis requiredduring thelast 2years ofthis Leaseor ifLessorreasonably determinesthat itis noteconomicallyfeasible topay itssharethereof, Lessorshall havethe opƟon toterminate thisLease upon 90days prior wriƩen noƟcetoLessee unlessLessee noƟﬁesLessor,in wriƟng,within 10days aŌerreceiptof Lessor's terminaƟon noƟcethatLessee willpay forsuch CapitalExpenditure. If Lessordoesnot electto terminate,and failstotender itsshare ofanysuch CapitalExpenditure, Lesseemayadvance suchfunds anddeduct same,with Interest,from Rent unƟlLessor's shareof suchcosts havebeenfully paid. IfLesseeis unableto ﬁnanceLessor'sshare, orif thebalance oftheRent due andpayable forthe remainderofthis Leaseis not suﬃcient tofullyreimburse Lesseeon an oﬀsetbasis, Lesseeshall havetheright toterminate thisLease upon30 days wriƩen noƟceto Lessor.
(c) Notwithstandingthe above,the provisionsconcerningCapital Expendituresare intendedto applyonlyto non-voluntary,unexpected, andnew ApplicableRequirements. If theCapitalExpenditures areinstead triggeredby Lesseeasa resultof anactualor proposedchange inuse,change inintensity ofuse, or modiﬁcaƟonto thePremises then,andin thatevent, Lesseeshall either:(i)immediately ceasesuch changeduseor intensityof useand/ortakesuchother stepsas maybe necessaryto eliminatetherequirement forsuch CapitalExpenditure, or(ii)complete suchCapital Expenditureatits ownexpense. Lesseeshall nothave any rightto terminatethis Lease.

2.4 Acknowledgements. Lessee acknowledgesthat: (a)it hasbeen givenanopportunity toinspect andmeasurethe Premises,(b) Lesseehas beenadvisedby Lessorand/or Brokersto saƟsfyitselfwith respectto thesize and condiƟonof thePremises (includingbutnot limitedto theelectrical,HVAC and ﬁre sprinkler 17 ________ ________
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systems,security,environmental aspects,andcompliance withApplicable Requirements),and theirsuitabilityfor Lessee'sintended use,(c)Lessee hasmade such invesƟgaƟonas itdeems necessarywithreference tosuch maƩersand assumesallresponsibility thereforas thesamerelate toits occupancyofthe Premises,(d) itis notrelying onany representaƟonasto thesize ofthe Premisesmadeby Brokersor Lessor,(e)the squarefootage ofthePremises wasnot materialto Lessee's decisionto leasethe Premisesandpay theRent statedherein, and(f)neither Lessor,Lessor's agents,norBrokershavemade anyoralor wriƩen representaƟons or warranƟeswith respectto said maƩersother thanas setforth inthisLease. In addiƟon,Lessoracknowledges that:(i) Brokershavemade no representaƟons, promisesor warranƟesconcerning Lessee'sabilityto honorthe Leaseor suitabilitytooccupy thePremises, and(ii)it isLessor's soleresponsibilityto invesƟgatethe ﬁnancialcapability and/orsuitability ofallproposed tenants.

2.5 Lessee asPrior Owner/Occupant. The warranƟesmade byLessor inParagraph2 shallbe ofnoforce or eﬀect ifimmediately priortothe StartDate, Lessee wasthe owneror occupantofthe Premises. Insuch event,Lesseeshall beresponsible foranynecessary correcƟvework.

2.6 Vehicle Parking. Solong asLesseeis notin default,andsubject tothe Rulesand RegulaƟons aƩachedhereto, andas establishedbyLessor from Ɵme to Ɵme,Lessee shallbe enƟtledtorent anduse thenumber ofparkingspaces speciﬁedin Paragraph1.2(b)at therental rateapplicablefrom Ɵmeto Ɵmefor monthly parkingas setby Lessorand/orits licensee.
(a) If Lesseecommits, permitsorallows anyof theprohibited acƟviƟesdescribedin theLease ortherules thenin eﬀect,thenLessor shallhave theright, without noƟce, in addiƟon tosuchother rightsand remediesthat itmayhave, toremove ortowaway thevehicle involvedandcharge thecost toLessee, whichcost shallbe immediatelypayable upondemandby Lessor.
(b) Themonthly rentper parkingspace speciﬁed inParagraph 1.2(b)issubject tochange upon30 daysprior wriƩen noƟceto Lessee. The rentfor the parkingis payableone monthinadvance priorto the ﬁrst dayofeach calendarmonth.

2.7 Common Areas- DeﬁniƟon. Theterm"Common Areas"is deﬁnedasall areasand faciliƟesoutsidethe Premisesand withinthe exteriorboundaryline of theProject andinterior uƟlityracewaysand installaƟonswithin thePremises thatareprovided anddesignated bytheLessor from Ɵme to Ɵmefor thegeneral non-exclusiveuse ofLessor,Lesseeandother tenantsof theProject andtheir respecƟve employees,suppliers, shippers,customers,contractors andinvitees, including parkingareas, loadingand unloadingareas,trash areas,roofs, roadways,walkways, drivewaysandlandscaped areas.

2.8 Common Areas- Lessee'sRights. Lessorgrants toLessee, forthe beneﬁt ofLessee anditsemployees, suppliers,shippers, contractors,customers and invitees,during theterm ofthisLease, thenon-exclusive rightto use,incommon withothers enƟtledtosuch use,the CommonAreasas theyexist from Ɵme to Ɵme, subjectto anyrights, powers,andprivileges reservedby Lessorunder thetermshereof orunder thetermsof anyrules and regulaƟonsor restricƟonsgoverning the useof theProject. Underno circumstancesshall theright hereingrantedto usethe CommonAreasbe deemedto includetheright tostore anyproperty,temporarily orpermanently, inthe CommonAreas. Anysuch storageshall be permiƩedonly bythe prior wriƩenconsent ofLessor orLessor'sdesignated agent,which consent maybe revokedat any Ɵme. Inthe eventthat anyunauthorizedstorageshalloccur,thenLessorshall havethe right,without noƟce, in addiƟon tosuch otherrights andremedies thatit mayhave,to removethe propertyand chargethecost toLessee, whichcostshall beimmediately payableupondemand byLessor.

2.9 Common Areas- Rulesand RegulaƟons. Lessor orsuch otherperson(s)as Lessormay appointshallhave theexclusive controland managementofthe CommonAreas andshall havetheright, from Ɵme to Ɵme, toadopt,modify,amendand enforcereasonablerules and regulaƟons ("Rulesand RegulaƟons") forthe management,safety,care,and cleanlinessofthe grounds,the parkingand unloadingofvehicles andthe preservaƟonofgood order,as wellasfor theconvenience of otheroccupants ortenants oftheBuilding andthe Projectand theirinvitees. TheLessee agreestoabide byand conformtoall suchRules and RegulaƟons, andshall useits best eﬀorts tocauseits employees,suppliers, shippers,customers, contractorsandinvitees toso abideandconform. Lessor shallnotbe responsibleto Lessee forthe noncompliancewith saidRulesand RegulaƟonsby othertenants oftheProject.

2.10 Common Areas-Changes. Lessor shallhavethe right,in Lessor'ssole discreƟon, from Ɵme to Ɵme:
(a) Tomakechanges totheCommon Areas,including, without limitaƟon, changesinthe locaƟon,size, shapeandnumber ofthe lobbies,windows, stairways,air shaŌs,elevators, escalators,restrooms,driveways, entrances,parking spaces,parking areas,loadingand unloadingareas, ingress,egress, direcƟon of traﬃc,landscaped areas,walkways and uƟlityraceways;
(b) Toclose temporarilyany oftheCommon Areasfor maintenancepurposesso longas reasonableaccess tothePremises remainsavailable; (c) Todesignate otherland outsidetheboundaries ofthe Projectto beapart ofthe CommonAreas; (d) Toadd addiƟonalbuildings andimprovementsto theCommon Areas; (e) TousetheCommon Areaswhile engagedin making addiƟonalimprovements, repairsor alteraƟonstothe Project,or any porƟonthereof; and (f) Todoandperform suchother actsandmake suchother changesin,to orwith respectto theCommonAreas andProject asLessormay,inthe exerciseof soundbusiness judgment,deemto beappropriate.

3. Term.

3.1 Term. The CommencementDate, ExpiraƟonDateand OriginalTermofthisLease areas speciﬁedinParagraph 1.3.

3.2 Early Possession. Anyprovision herein granƟngLessee EarlyPossession ofthePremises issubject toand condiƟoned uponthe Premisesbeing availablefor suchpossession priorto theCommencement Date. Any grantof EarlyPossessiononly conveysa non-exclusiverightto occupythe Premises. If Lesseetotally or parƟallyoccupies thePremises priortothe CommencementDate, the obligaƟon topayBase Rentshall beabatedfor theperiod ofsuchEarly Possession. Allother termsof thisLease (includingbutnot limitedto the obligaƟons topayLessee's Shareof theOperaƟngExpense Increase)shall bein eﬀect duringsuch period. Any suchEarly Possessionshall not aﬀectthe ExpiraƟonDate.

3.3 Delay InPossession. Lessor agreestouse commerciallyreasonable eﬀortstodeliver exclusivepossession ofthePremises toLessee bythe CommencementDate. If, despitesaid eﬀorts, Lessoris unableto deliverpossessionby suchdate, Lessorshallnot besubject toanyliability therefor,nor shallsuch failure aﬀect thevalidity ofthisLease orchange the ExpiraƟon Date. Lessee shallnot, however,beobligated topay Rentorperform itsother obligaƟons unƟl Lessor deliverspossession ofthe Premisesandany periodof rentabatement thatLesseewould otherwisehave enjoyedshallrun fromthe dateofdelivery ofpossession and conƟnuefor aperiod equaltowhat Lesseewould otherwisehave enjoyedunderthe termshereof,butminusany daysof delaycausedby theacts oromissions of Lessee. Ifpossession isnotdelivered within60 days aŌer theCommencementDate, asthe samemaybe extendedunder thetermsof anyWork LeƩerexecuted by ParƟes,Lessee may,at its opƟon,by noƟcein wriƟngwithin 10days aŌer theend ofsuch60 dayperiod, cancelthisLease, inwhich eventthe ParƟesshallbe dischargedfrom all obligaƟons hereunder. If such wriƩen noƟceis notreceivedby Lessorwithin said10day period,Lessee's righttocancel shallterminate. If possessionof thePremises isnotdelivered within120 days aŌer theCommencementDate, thisLease shallterminateunless otheragreements arereachedbetween Lessorand Lessee,in wriƟng.

3.4 Lessee Compliance. Lessorshall notberequired todeliver possessionofthe Premisesto Lessee unƟlLessee complieswith its obligaƟon toprovide evidenceof insurance(Paragraph 8.5). Pending deliveryof suchevidence, Lesseeshallbe requiredto performallof its obligaƟons underthisLease fromand aŌerthe StartDate, includingthe paymentofRent, notwithstandingLessor's elecƟonto withholdpossessionpending receiptof suchevidenceof insurance. Further,ifLessee isrequired toperform anyother condiƟons priorto orconcurrent withtheStart Date,the StartDateshall occurbut Lessormayelect towithhold possession unƟl such condiƟonsare saƟsﬁed.
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4. Rent.

4.1 Rent Deﬁned. Allmonetary obligaƟonsofLessee toLessor undertheterms ofthis Lease(exceptfor theSecurity Deposit)are deemedtobe rent("Rent").

4.2 OperaƟng ExpenseIncrease. Lessee shallpayto Lessorduring thetermhereof,in addiƟon totheBase Rent,Lessee's Shareof theamountby whichall OperaƟngExpenses foreach ComparisonYearexceedstheamount ofall OperaƟngExpensesfor theBase Year,suchexcess being hereinaŌer referredtoas the "OperaƟngExpense Increase",in accordancewiththe followingprovisions:
(a) "Base Year"is as speciﬁedin Paragraph1.9.
(b) "Comparison Year" is deﬁned aseachcalendar yearduring thetermof thisLease subsequentto theBaseYear;provided,however,Lesseeshallhave no obligaƟon topay ashareof the OperaƟng ExpenseIncrease applicabletothe ﬁrst12 monthsofthe LeaseTerm(otherthansuch asare mandatedby a governmentalauthority,asto whichgovernmentmandated expensesLessee shallpay Lessee'sShare,notwithstanding theyoccur duringthe ﬁrst twelve(12) months).

Lessee'sShare ofthe OperaƟngExpenseIncrease forthe ﬁrstand lastComparisonYearsofthe LeaseTermshall beprorated accordingtothat porƟonof such ComparisonYearasto whichLesseeis responsiblefor ashare ofsuchincrease. (c) Thefollowing costs relaƟng totheownership and operaƟon ofthe Project,calculatedas ifthe Projectwasat least95% occupied,are deﬁned as "OperaƟngExpenses":
(i) Costs relaƟng tothe operaƟon,repair,andmaintenancein neat,clean, safe,goodorder and condiƟon, butnotthe replacement(see subparagraph(g)), ofthe following:
(aa) The CommonAreas, includingtheirsurfaces, coverings, decoraƟve items,carpets,drapes andwindow coverings,andincluding parking areas,loading andunloading areas,trashareas, roadways,sidewalks, walkways,stairways, parkways,driveways,landscaped areas,striping, bumpers, irrigaƟon systems,Common Area lighƟng faciliƟes,buildingexteriors androofs, fencesand gates; (bb) All heaƟng,air condiƟoning,plumbing, electrical systems,life safetyequipment,communicaƟon systemsand otherequipmentused in commonby,orfor the beneﬁtof,tenantsor occupantsof theProject,including elevatorsand escalators,tenantdirectories, ﬁre detecƟon systemsincludingsprinkler systemmaintenance andrepair.
(cc) Allotherareas andimprovements thatarewithin theexterior boundariesofthe Projectbut outsideof thePremisesand/or anyother spaceoccupied bya tenant.
(ii) Thecostof trashdisposal, janitorialand securityservices,pest controlservices, andthecosts ofany environmental inspecƟons; (iii) The costofany otherservice tobeprovided byLessor thatis elsewhereinthis Leasestated tobean "OperaƟngExpense"; (iv) The costofthe premiumsfor theinsurance policiesmaintainedby Lessorpursuant toparagraph8 andany deducƟble porƟonof aninsured loss concerningthe Buildingor theCommonAreas;
(v) Theamount oftheReal PropertyTaxespayablebyLessor pursuantto paragraph10; (vi) The costofwater,sewer,gas, electricity,and otherpubliclymandated servicesnot separatelymetered; (vii) Labor,salaries, andapplicablefringe beneﬁtsand costs,materials, suppliesandtools, usedin maintainingand/orcleaning theProject and accounƟngand managementfees aƩributabletothe operaƟonof theProject; (viii) The costof anycapitalimprovement tothe Buildingorthe Projectnot coveredunder theprovisionsof Paragraph2.3 provided;however,that Lessorshall allocatethe costofany suchcapital improvement overa12 yearperiod andLesseeshall notbe requiredtopay morethan Lessee'sShare of1/144thof thecost ofsuch CapitalExpenditurein anygiven month;
(ix) The costto replaceequipment orimprovementsthat havea usefullifefor accounƟngpurposes of5years orless. (x) Reservesset asidefor maintenance,repairand/or replacementof CommonAreaimprovements andequipment. (d) Anyitem of OperaƟng Expensethatis speciﬁcally aƩributable tothePremises, theBuilding orto anyotherbuilding inthe Projectorto the operaƟon, repairand maintenancethereof, shallbeallocated enƟrelyto suchPremises, Building,orother building. However,anysuch itemthat isnot speciﬁcally aƩributableto theBuilding orto anyotherbuilding orto the operaƟon, repairandmaintenance thereof,shall beequitablyallocated byLessor toallbuildings inthe Project. (e) The inclusionofthe improvements, faciliƟes andservices setforthin Subparagraph4.2(c) shallnotbe deemedto imposean obligaƟon uponLessor to eitherhave saidimprovements or faciliƟesor toprovide thoseservices unlesstheProject alreadyhas thesame,Lessor alreadyprovides theservices,or Lessorhas agreedelsewhere inthis Leasetoprovide thesame orsome ofthem. (f) Lessee's Shareof OperaƟng ExpenseIncrease ispayablemonthly onthe samedayas theBase Rentis duehereunder. Theamount ofsuchpayments shallbe basedon Lessor's esƟmateof the OperaƟng Expenses. Within60days aŌer wriƩen request(butnot morethan onceeachyear) Lessorshall deliverto Lessee areasonably detailedstatement showingLessee'sShare ofthe actualCommon Area OperaƟngExpenses forthe precedingyear. IfLessee's paymentsduringsuch Year exceedLessee's Share,Lessee shallcreditthe amountof suchover-payment againstLessee'sfuture payments. IfLessee'spayments duringsuch Yearwereless than Lessee'sShare, Lesseeshall paytoLessor theamount ofthe deﬁciencywithin10 days aŌer deliverybyLessor toLessee ofsaidstatement. Lessor andLessee shall forthwithadjust betweenthem bycashpayment anybalance determinedto existwithrespect tothat porƟonofthe lastComparison Yearforwhich Lesseeis responsibleas to OperaƟng ExpenseIncreases,notwithstanding thatthe Leaseterm mayhaveterminated beforethe endofsuch ComparisonYear. (g) OperaƟng Expensesshall notinclude thecostsof replacementfor equipmentorcapital componentssuch astheroof, foundaƟons,exterior wallsor a CommonArea capitalimprovement, suchasthe parkinglot paving,elevators, fencesthathave auseful lifefor accounƟng purposesof 5yearsor more. (h) OperaƟngExpenses shallnot includeanyexpenses paidby anytenantdirectly tothird parƟes,or astowhich Lessoris otherwisereimbursedby any thirdparty,othertenant, orbyinsurance proceeds.

4.3 Payment. Lessee shallcause paymentofRent tobe receivedbyLessor inlawful moneyofthe UnitedStates onor beforetheday onwhich itisdue, without oﬀset or deducƟon (exceptas speciﬁcally permiƩedin thisLease). Allmonetary amountsshall beroundedto thenearest wholedollar. Inthe eventthat any invoiceprepared byLessor isinaccuratesuch inaccuracyshall not consƟtute awaiverand Lesseeshall beobligatedto paythe amountsetforth inthis Lease. Rentfor anyperiod duringthe termhereofwhich isfor lessthan onefullcalendar monthshall beproratedbased uponthe actualnumberof daysof saidmonth. Paymentof Rentshall bemade toLessorat itsaddress statedherein ortosuch otherpersons orplaceas Lessormay from Ɵmeto Ɵmedesignate in wriƟng. Acceptanceof a paymentwhich isless thantheamount thendue shallnot beawaiver ofLessor's rightstothe balanceof suchRent,regardless ofLessor's endorsementof anycheck so staƟng. In theeventthat anycheck, draŌ,or otherinstrumentof paymentgiven byLesseeto Lessoris dishonoredforany reason,Lessee agreesto paytoLessor thesum of$25 in addiƟonto anyLate Chargeand Lessor,atits opƟon,may requireallfuture Rentbe paidbycashier's check. Paymentswill beapplied ﬁrst toaccrued latecharges and aƩorney's fees,secondto accruedinterest, thento BaseRentand CommonArea OperaƟngExpenses,and anyremaining amounttoany other outstandingcharges orcosts.

5. SecurityDeposit. Lesseeshall depositwith Lessorupon execuƟon hereofthe SecurityDeposit assecurityfor Lessee'sfaithful performanceofits obligaƟons underthis Lease. IfLesseefails topay Rent,or otherwiseDefaultsunder thisLease, Lessormayuse, applyor retainallor any porƟon ofsaid SecurityDepositfor the paymentof anyamount alreadydueLessor,forRents whichwill beduein thefuture, and/orto reimburseor compensateLessorfor anyliability,expense,loss or damagewhich Lessormay suﬀerorincur byreason thereof. IfLessoruses orapplies allorany porƟonof theSecurityDeposit, Lesseeshall within10 days aŌer 19 ________ ________
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wriƩenrequest therefordeposit monieswithLessor suﬃcientto restoresaid SecurityDepositto thefull amountrequiredby thisLease. Ifthe BaseRent increases duringthe termof thisLease,Lessee shall,upon wriƩenrequest fromLessor,deposit addiƟonalmonies withLessorso thatthe totalamountof theSecurity Deposit shallat all Ɵmes bearthesame proporƟonto theincreased BaseRentas the iniƟal SecurityDepositbore tothe iniƟalBaseRent. Should theAgreed Usebeamended toaccommodate amaterial changeinthe businessof Lesseeor toaccommodatea sublesseeor assignee,Lessorshall havethe righttoincrease theSecurity Deposit tothe extentnecessary, inLessor'sreasonable judgment,to accountfor anyincreasedwear andtear thatthePremises may suﬀer asaresult thereof. Ifa changein controlof Lesseeoccurs duringthisLease andfollowing suchchange the ﬁnancial condiƟon ofLessee is,inLessor's reasonablejudgment, signiﬁcantlyreduced,Lessee shalldeposit such addiƟonal monieswithLessor asshall be suﬃcient tocausethe SecurityDeposit tobeat acommercially reasonablelevelbased onsuch changein ﬁnancial condiƟon. Lessor shallnotbe requiredto keepthe SecurityDepositseparate fromits generalaccounts. Within90 days aŌerthe expiraƟonor terminaƟonof thisLease, Lessorshall returnthat porƟon ofthe SecurityDeposit notusedor appliedby Lessor. Lessor shallupon wriƩenrequestprovide Lesseewith an accounƟng showinghow that porƟon oftheSecurity Depositthat wasnot returnedwasapplied. No partofthe SecurityDeposit shallbeconsidered tobe heldin trust,tobear interestor tobe prepaymentforany moniesto bepaid byLesseeunder thisLease. THESECURITY DEPOSITSHALL NOTBEUSED BYLESSEE INLIEU OFPAYMENTOF THELAST MONTH'SRENT.

6. Use.

6.1 Use. Lessee shalluse andoccupythe Premisesonly fortheAgreed Use,or anyotherlegal usewhich isreasonably comparablethereto,and forno other purpose. Lesseeshall notuseor permitthe useof thePremisesin amanner thatisunlawful, createsdamage, wasteora nuisance,or thatdisturbs occupantsofor causesdamage toneighboring premisesor properƟes. Other thanguide, signalandseeing eyedogs, Lesseeshallnot keepor allowinthe Premisesany pets,animals, birds, ﬁsh, or repƟles. Lessorshall notunreasonably withholdor delayitsconsent toany wriƩenrequestfor a modiﬁcaƟon oftheAgreed Use,so longas thesamewill notimpair thestructural integrityofthe improvementsof theBuilding, willnotadversely aﬀectthe mechanical,electrical,HVAC,andother systemsofthe Building, and/orwill not aﬀect theexteriorappearance ofthe Building. IfLessorelects towithhold consent,Lessorshall within7 days aŌersuch requestgive wriƩen noƟﬁcaƟonof same,which noƟceshallinclude an explanaƟon ofLessor's objecƟonstothe changein theAgreedUse.

6.2 Hazardous Substances.
(a) Reportable UsesRequire Consent. The term"Hazardous Substance"as usedinthis Leaseshall meananyproduct, substance,or wastewhose presence,use, manufacture,disposal, transportaƟon,orrelease, eitherby itselfor incombinaƟonwith othermaterials expectedtobe onthe Premises,iseither: (i) potenƟallyinjurious tothe publichealth,safety orwelfare, theenvironment orthePremises, (ii)regulated ormonitoredby anygovernmental authority,or(iii) abasis for potenƟal liabilityof Lessortoany governmentalagency orthird partyunderany applicablestatute orcommonlaw theory. HazardousSubstancesshall include,but notbe limitedto, hydrocarbons,petroleum,gasoline, and/orcrude oilor anyproducts,byproducts or fracƟons thereof. Lessee shallnot engageinany acƟvityin oron thePremises which consƟtutes aReportableUse ofHazardous Substanceswithout theexpressprior wriƩenconsent ofLessorand Ɵmelycompliance (atLessee's expense)with allApplicable Requirements. "Reportable Use"shall mean(i) the installaƟonor useof anyaboveor belowground storagetank,(ii) the generaƟon, possession,storage,use, transportaƟon, ordisposalof aHazardous Substancethat requiresapermit from,or withrespectto whicha report, noƟce, registraƟon or businessplan isrequired tobe ﬁled with,any governmentalauthority,and/or(iii)the presenceat thePremisesof aHazardous Substancewithrespect towhich any ApplicableRequirements requiresthat a noƟcebe givento personsentering oroccupyingthe Premisesor neighboring properƟes. Notwithstandingthe foregoing, Lesseemay useany ordinaryandcustomary materialsreasonably requiredto beusedin thenormal courseofthe AgreedUse suchasordinary oﬃcesupplies (copier toner,liquid paper,glue, etc.)andcommon householdcleaning materials,so longassuch useis incompliancewith allApplicable Requirements,isnot aReportable Use,and doesnot exposethePremises orneighboring propertyto anymeaningfulrisk of contaminaƟon ordamageor exposeLessor toanyliability therefor. In addiƟon,Lessor may condiƟon itsconsentto anyReportable Useupon receivingsuch addiƟonal assurancesas Lessorreasonablydeems necessaryto protectitself,the public,the Premisesand/or theenvironmentagainst damage, contaminaƟon, injuryand/or liability,including,but notlimited to,the installaƟon (andremoval onor beforeLease expiraƟonor terminaƟon)of protecƟve modiﬁcaƟons(such asconcrete encasements)and/orincreasing theSecurity Deposit. (b) Dutyto InformLessor. IfLessee knows,or hasreasonablecause tobelieve, thata HazardousSubstancehas cometo belocatedin, on,under or aboutthe Premises,other thanaspreviously consentedto byLessor,Lesseeshallimmediately give wriƩen noƟceofsuch factto Lessor,andprovide Lessorwith a copyof anyreport, noƟce,claimor other documentaƟon whichit hasconcerningthe presenceof suchHazardousSubstance. (c) Lessee RemediaƟon. Lessee shallnotcause orpermit anyHazardous Substancetobe spilledor releasedin,on, under,or aboutthePremises (includingthrough theplumbing orsanitarysewer system)and shallpromptly,atLessee'sexpense, complywith allApplicableRequirements andtake all invesƟgatory and/orremedial acƟonreasonably recommended,whetheror notformally orderedor required,forthe cleanupof any contaminaƟonof,andfor themaintenance, securityand/or monitoringof thePremisesor neighboring properƟes, thatwas causedormaterially contributedto byLessee,or pertainingto orinvolvingany HazardousSubstance broughtonto thePremisesduring theterm ofthis Lease,byor forLessee, oranythird party. (d) Lessee IndemniﬁcaƟon. Lessee shallindemnify,defend andhold Lessor,itsagents, employees,lenders andground lessor,ifany,harmlessfrom and againstany andall lossofrents and/ordamages, liabiliƟes,judgments, claims,expenses,penalƟes, and aƩorneys' andconsultants'fees arisingout oforinvolving any HazardousSubstance broughtonto thePremisesby orfor Lessee,or anythirdparty (provided,however,thatLesseeshall haveno liabilityunderthis Leasewith respectto underground migraƟon ofanyHazardous Substanceunder thePremises fromareasoutside ofthe Projectnotcaused orcontributed tobyLessee). Lessee's obligaƟonsshall include,but notbelimited to,the eﬀectsof any contaminaƟonor injuryto person,propertyor theenvironment createdor suﬀered byLessee, and thecost of invesƟgaƟon, removal, remediaƟon, restoraƟon and/orabatement, andshall survivethe expiraƟon or terminaƟon ofthisLease. No terminaƟon, cancellaƟonor releaseagreement enteredintoby Lessorand Lesseeshall releaseLesseefrom itsobligaƟons underthisLease withrespect toHazardousSubstances, unless speciﬁcally soagreed byLessorin wriƟngat the Ɵme ofsuchagreement. (e) Lessor IndemniﬁcaƟon. Except asotherwise providedin paragraph8.7,Lessor andits successorsandassigns shallindemnify, defend,reimburseand holdLessee, itsemployees andlenders,harmless fromand againstany andallenvironmental damages,including thecostof remediaƟon,which resultfrom HazardousSubstances whichexisted onthePremises priorto Lessee'soccupancy orwhichare causedby thegrossnegligence orwillful misconductofLessor,its agentsor employees. Lessor's obligaƟons,as andwhen requiredby theApplicableRequirements, shallinclude, butnotbe limitedto,thecostof invesƟgaƟon, removal, remediaƟon, restoraƟonand/or abatement,andshall survivethe expiraƟonor terminaƟonofthis Lease. (f) InvesƟgaƟons and RemediaƟons. Lessorshall retaintheresponsibility andpay forany invesƟgaƟons or remediaƟon measuresrequired by governmental enƟƟes having jurisdicƟon withrespectto theexistence ofHazardous Substancesonthe Premisesprior toLessee'soccupancy, unlesssuch remediaƟon measureis requiredas aresultof Lessee'suse (including "AlteraƟons", as deﬁnedin paragraph7.3(a) below)ofthe Premises,in whicheventLessee shallbe responsiblefor suchpayment. Lesseeshall cooperatefully inany such acƟviƟesat therequest ofLessor,including allowingLessor andLessor'sagents tohave reasonableaccess tothe Premisesatreasonable Ɵmesin orderto carryoutLessor's invesƟgaƟveand remedial responsibiliƟes. (g) Lessor T erminaƟonOpƟon. If aHazardousSubstance CondiƟon(see Paragraph9.1(e))occurs duringthe termofthis Lease,unless Lesseeis legally responsibletherefor(inwhich caseLesseeshall makethe invesƟgaƟonand remediaƟonthereofrequired bythe ApplicableRequirementsand thisLease shall conƟnue infull forceand eﬀect,butsubject toLessor's rightsunder Paragraph6.2(d)and Paragraph13), Lessormay,at Lessor's opƟon, either(i) invesƟgate andremediate such HazardousSubstance CondiƟon,if required,assoon asreasonably possibleat Lessor'sexpense,in whichevent thisLeaseshall conƟnuein fullforceand eﬀect,or (ii)if 20 ________ ________
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the esƟmated costto remediatesuch condiƟon exceeds12 Ɵmesthe thenmonthlyBase Rentor $100,000,whicheveris greater,give wriƩen noƟceto Lessee,within 30days aŌerreceipt byLessorof knowledgeof theoccurrence ofsuchHazardous Substance CondiƟon, ofLessor'sdesire toterminate thisLeaseas ofthe date60 daysfollowing thedate ofsuch noƟce. In theevent Lessorelectsto givea terminaƟon noƟce,Lessee may,within 10days thereaŌer ,give wriƩen noƟceto Lessorof Lessee'scommitment topay theamountby whichthe costof the remediaƟonof suchHazardous Substance CondiƟonexceeds anamount equalto12 Ɵmesthe then monthlyBase Rentor $100,000,whicheveris greater. Lesseeshall provideLessorwith saidfunds or saƟsfactoryassurance thereofwithin 30daysfollowing such commitment. Insuch event,thisLease shall conƟnue infull forceand eﬀect, andLessor shallproceedto makesuch remediaƟonassoon asreasonably possible aŌer therequired fundsare available. If Lesseedoes notgive such noƟceand providethe requiredfundsor assurancethereof withinthe Ɵme provided,this Leaseshall terminateas ofthe date speciﬁedin Lessor's noƟce of terminaƟon.

6.3 Lessee's Compliance with ApplicableRequirements. Exceptas otherwiseprovided inthisLease, Lesseeshall, atLessee'ssole expense,fully,diligentlyand ina Ɵmelymanner,materiallycomplywith allApplicable Requirements,the requirementsofany applicable ﬁre insuranceunderwriteror raƟngbureau, andthe recommendaƟonsof Lessor'sengineers and/orconsultantswhich relatein anymanner tothePremises, withoutregard towhethersaid ApplicableRequirements are nowin eﬀector become eﬀecƟve aŌer theStart Date. Lesseeshall,within 10days aŌerreceiptof Lessor's wriƩen request,provideLessor withcopies ofall permits andother documents,and other informaƟonevidencing Lessee'scompliance withany ApplicableRequirements speciﬁed byLessor,andshallimmediately upon receipt, noƟfy Lessorin wriƟng(withcopies ofany documentsinvolved) ofanythreatened oractual claim, noƟce, citaƟon, warning,complaint orreportpertaining to orinvolving thefailure ofLesseeor thePremises tocomply withanyApplicable Requirements. Likewise,Lesseeshall immediatelygive wriƩen noƟceto Lessorof: (i) anywater damageto thePremisesand anysuspected seepage,pooling, dampnessorother condiƟonconducive tothe producƟon ofmold; or(ii)any musƟnessor otherodors thatmight indicatethepresence ofmold inthe Premises.

6.4 InspecƟon; Compliance. Lessorand Lessor's"Lender"(as deﬁnedin Paragraph30)and consultantsauthorized byLessorshall havethe rightto enterinto Premisesat any Ɵme, inthecase ofan emergency,and otherwiseatreasonable Ɵmes, aŌer reasonable noƟce,for thepurpose of inspecƟngand/or tesƟngthe condiƟonof thePremises and/orforverifying complianceby Lesseewith thisLease. Thecost ofanysuch inspecƟonsshall bepaidby Lessor,unless a violaƟon of ApplicableRequirements, ora HazardousSubstance CondiƟon (seeParagraph9.1(e))is foundtoexist orbe imminent,orthe inspecƟonis requestedorordered bya governmentalauthority. In suchcase,Lessee shallupon requestreimburse Lessorforthe costof such inspecƟon,so longas such inspecƟonis reasonablyrelated to the violaƟon or contaminaƟon. In addiƟon, Lesseeshall providecopies ofallrelevant materialsafety datasheets(MSDS) toLessor within10days ofthe receiptof wriƩenrequest therefor. Lesseeacknowledges that anyfailure onits parttoallow such inspecƟons or tesƟngwill exposeLessor torisksand potenƟallycause Lessor toincur costsnot contemplatedbythis Lease,the extentof whichwillbe extremely diﬃcult toascertain. Accordingly,should theLesseefail toallow such inspecƟons and/or tesƟng ina Ɵmelyfashionthe BaseRentshallbe automaƟcallyincreased,without anyrequirement for noƟceto Lessee,by anamountequal to10% ofthe then exisƟng BaseRent or$100,whichever isgreater forthe remaindertothe Lease. The ParƟesagree thatsuch increaseinBase Rentrepresents fairand reasonable compensaƟonfor the addiƟonal risk/coststhatLessor willincur byreason ofLessee'sfailure toallow such inspecƟonand/or tesƟng. Suchincreasein BaseRentshall inno event consƟtute awaiverof Lessee'sDefault orBreach withrespectto suchfailure norpreventthe exerciseof anyofthe otherrights andremedies granted hereunder.

7. Maintenance;Repairs; UƟlity InstallaƟons;TradeFixturesand AlteraƟons.

7.1 Lessee's ObligaƟons. NotwithstandingLessor's obligaƟontokeep thePremises ingood condiƟon andrepair,Lesseeshallbe responsiblefor paymentof thecost thereofto Lessoras addiƟonal rentfor that porƟon ofthecost ofany maintenanceandrepair ofthe Premises,orany equipment(wherever located)that servesonly Lesseeor thePremises,to theextent suchcost is aƩributableto abuseor misuse. In addiƟon,Lessee ratherthanthe Lessorshall beresponsible forthe costof painƟng,repairing orreplacingwall coverings,and torepair orreplaceany similarimprovements withinthePremises. Lessor may,atits opƟon,upon reasonable noƟce, electto haveLesseeperform any parƟcular suchmaintenance orrepairsthe costof whichisotherwise Lessee'sresponsibility hereunder."

7.2 Lessor's ObligaƟons. Subjectto theprovisionsof Paragraphs2.2 (CondiƟon),2.3(Compliance), 4.2 (OperaƟng Expenses),6(Use), 7.1(Lessee's ObligaƟons),9 (Damageor DestrucƟon)and14 (CondemnaƟon), Lessor,subjectto reimbursementpursuantto Paragraph4.2, shallkeepin goodorder, condiƟonand repairthe foundaƟons,exterior walls,structural condiƟon ofinterior bearingwalls, exteriorroof, ﬁre sprinklersystem, ﬁrealarmand/or smoke detecƟon systems, ﬁre hydrants,and theCommon Areas.

7.3 UƟlity InstallaƟons;TradeFixtures; AlteraƟons.
(a) DeﬁniƟons. The term"UƟlity InstallaƟons" refersto all ﬂoor andwindowcoverings, airlines, vacuumlines,power panels,electrical distribuƟon, securityand ﬁre protecƟon systems, communicaƟoncabling, lighƟng ﬁxtures, HVACequipment, andplumbingin oron thePremises. Theterm "TradeFixtures"shall meanLessee's machineryand equipmentthatcan beremoved withoutdoing materialdamageto thePremises. Theterm "AlteraƟons"shall meanany modiﬁcaƟon ofthe improvements,other than UƟlity InstallaƟons orTradeFixtures,whether by addiƟonor deleƟon. "LesseeOwned AlteraƟons and/or UƟlity InstallaƟons"are deﬁnedas AlteraƟonsand/or UƟlity InstallaƟonsmade byLessee thatare notyetowned byLessor pursuanttoParagraph7.4(a). (b) Consent. Lesseeshall notmakeany AlteraƟonsor UƟlity InstallaƟonsto thePremises withoutLessor's prior wriƩenconsent. Lessee may,however, makenon-structural AlteraƟonsor UƟlity InstallaƟonsto theinterior ofthe Premises(excludingthe roof)without suchconsentbut upon noƟce toLessor,as longas theyare notvisible fromtheoutside, donot involvepuncturing, relocaƟngorremoving theroof, ceilings, ﬂoorsor any exisƟng walls,willnot aﬀectthe electrical, plumbing,HVAC, and/orlife safetysystems,do nottrigger therequirement for addiƟonal modiﬁcaƟons and/orimprovements tothePremises resulƟngfrom ApplicableRequirements, suchas compliancewithTitle 24,and the cumulaƟve costthereofduring thisLease asextendeddoes notexceed $2000. Notwithstanding theforegoing, Lesseeshall notmakeor permitany roof penetraƟons and/orinstallanything onthe roofwithoutthe prior wriƩen approvalofLessor. Lessor may,as a precondiƟonto granƟngsuch approval,requireLessee to uƟlize acontractor chosenand/orapproved byLessor. Any AlteraƟons or UƟlity InstallaƟonsthatLessee shalldesire tomake andwhichrequire theconsent ofthe Lessorshallbe presentedto LessorinwriƩen formwith detailedplans. Consentshall bedeemed condiƟonedupon Lessee's: (i)acquiringall applicablegovernmental permits,(ii) furnishingLessorwith copiesof boththepermits andthe plansand speciﬁcaƟons priorto commencementof thework,and (iii)compliance withall condiƟonsofsaid permitsand otherApplicableRequirements ina promptand expediƟous manner.

Any AlteraƟons or UƟlity InstallaƟonsshallbe performedin aworkmanlike mannerwithgood andsuﬃcient materials. Lessee shallpromptly upon compleƟonfurnish Lessorwith as-builtplans and speciﬁcaƟons. Forwork whichcosts anamountin excessof onemonth'sBase Rent,Lessor may condiƟonits consentupon Lessee providinga lienand compleƟonbondin anamount equalto 150%ofthe esƟmatedcost ofsuchAlteraƟon or UƟlity InstallaƟonand/orupon Lessee's posƟng an addiƟonalSecurity Depositwith Lessor.
(c) Liens;Bonds. Lessee shallpay,when due,all claimsfor laborormaterials furnishedor allegedtohave beenfurnished toorfor Lesseeat orfor useon thePremises, whichclaims areormay besecured byany mechanic'sormaterialmen's lienagainst thePremisesor anyinterest therein. Lessee shallgive Lessornot lessthan 10days noƟcepriorto thecommencement ofany workin,on orabout thePremises,and Lessorshall havetheright topost noƟcesof non-responsibility. If Lesseeshall contestthe validityofany suchlien, claimor demand,thenLessee shall,at itssoleexpense defendand protectitself,Lessor andthe Premisesagainst the sameand shallpay and saƟsfyany suchadverse judgmentthat mayberendered thereonbefore theenforcementthereof. If Lessorshallrequire, Lesseeshall furnish asurety bondin anamountequal to150% ofthe amountofsuch contestedlien, claimordemand, indemnifyingLessor againstliabilityfor thesame. If Lessorelects to parƟcipate inany such acƟon,Lessee shallpay Lessor's aƩorneys' feesandcosts. 21 ________ ________
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7.4 Ownership; Removal;Surrender; and RestoraƟon.
(a) Ownership. Subject toLessor'sright torequire removalor electownershipas hereinaŌerprovided, all AlteraƟonsand UƟlity InstallaƟons madeby Lesseeshall bethe propertyofLessee, butconsidered apart ofthePremises. Lessor may,atany Ɵme,elect in wriƟngto bethe ownerof allorany speciﬁedpart of theLessee Owned AlteraƟons and UƟlity InstallaƟons. Unless otherwiseinstructed perparagraph7.4(b) hereof,all LesseeOwned AlteraƟons and UƟlity InstallaƟons shall,at the expiraƟon or terminaƟonof thisLease, becomethe propertyofLessor andbe surrenderedbyLessee withthe Premises. (b) Removal. Bydelivery toLesseeof wriƩen noƟce fromLessornot earlierthan 90and notlaterthan 30days priortothe endof thetermof thisLease, Lessormay requirethat anyorall LesseeOwned AlteraƟonsor UƟlity InstallaƟonsbe removedby the expiraƟonor terminaƟonof thisLease. Lessormay requirethe removalat any Ɵme ofallor anypart ofany LesseeOwned AlteraƟons or UƟlity InstallaƟonsmadewithout therequired consent. (c) Surrender; RestoraƟon. Lessee shallsurrenderthe Premisesby the ExpiraƟon Dateorany earlier terminaƟon date,withall ofthe improvements, partsand surfacesthereof cleanandfree ofdebris, andin good operaƟngorder, condiƟonand stateofrepair,ordinarywear andtearexcepted. "Ordinary wearand tear"shall notinclude anydamageor deterioraƟonthat wouldhave beenpreventedby goodmaintenance pracƟce. Notwithstanding theforegoing andtheprovisions ofParagraph7.1(a),if theLesseeoccupies thePremises for12 monthsorless, thenLessee shallsurrenderthe Premisesin thesame condiƟon asdelivered toLessee onthe StartDate withNOallowance forordinary wearand tear. Lessee shallrepair anydamageoccasioned bythe installaƟon,maintenanceor removalof Trade Fixtures,Lessee owned AlteraƟons and/or UƟlity InstallaƟons, furnishings,and equipmentas wellasthe removalof anystoragetank installedby orforLessee. Lessee shallalso removefrom thePremisesany andall HazardousSubstances broughtontothe Premisesby orforLessee, orany thirdparty(except HazardousSubstances whichwere depositedvia underground migraƟonfrom areasoutside ofthe Premises)tothe levelspeciﬁed inApplicableRequirements. TradeFixturesshallremain theproperty ofLessee andshallbe removedby Lessee. Anypersonalproperty ofLessee notremovedon orbefore the ExpiraƟonDate orany earlier terminaƟon date shallbe deemedto havebeenabandoned byLessee andmay bedisposedof orretained byLessoras Lessormay desire. The failureby Lesseeto Ɵmelyvacatethe Premisespursuant tothis Paragraph7.4(c)without theexpress wriƩenconsent ofLessorshall consƟtutea holdoverunderthe provisionsof Paragraph26below.

8. Insurance;Indemnity.

8.1 Insurance Premiums. Thecost ofthepremiums forthe insurancepoliciesmaintained byLessor pursuanttoparagraph 8are includedas OperaƟng Expenses(see paragraph4.2 (c)(iv)). Said costsshall includeincreases inthepremiums resulƟngfrom addiƟonalcoveragerelated torequirements oftheholder ofa mortgageor deedof trustcoveringthe Premises,Building and/orProject, increased valuaƟonof thePremises, Buildingand/orProject, and/ora generalpremiumrate increase. Saidcosts shallnot,however,includeany premiumincreases resulƟngfromthe natureof theoccupancyof anyother tenantofthe Building. Ifthe Project wasnot insuredfor the enƟretyof theBase Year,then thebasepremium shallbe thelowestannual premiumreasonably obtainableforthe requiredinsurance asof theStart Date,assuming themostnominal usepossible ofthe Buildingand/orProject. In noevent,however,shallLessee beresponsiblefor any porƟon ofthe premiumcost aƩributableto liabilityinsurancecoverage inexcess of$2,000,000 procuredunderParagraph8.2(b).

8.2 Liability Insurance.
(a) Carried byLessee. Lesseeshall obtainand keepin forceaCommercial GeneralLiability policyofinsurance protecƟngLessee andLessoras an addiƟonalinsured againstclaims forbodilyinjury,personalinjury andproperty damagebasedupon orarising outofthe ownership,use, occupancyormaintenance of thePremises andall areasappurtenantthereto. Such insuranceshall beonan occurrencebasis providingsinglelimit coveragein anamountnot lessthan $1,000,000 peroccurrence withan annualaggregateof notless than$2,000,000. Lesseeshall addLessor asan addiƟonal insuredby meansofan endorsementat leastas broad asthe InsuranceService OrganizaƟon's "AddiƟonalInsured-Managers orLessors ofPremises" Endorsementandcoverage shallalso beextendedto includedamage causedby heat,smoke orfumesfrom a hosƟle ﬁre. Thepolicyshall notcontain anyintra-insuredexclusions asbetween insuredpersonsor organizaƟons,but shall includecoverage forliability assumedunderthis Leaseas an"insured contract"forthe performanceof Lessee'sindemnity obligaƟons underthis Lease. The limitsof saidinsurance shallnot, however,limitthe liabilityof Lesseenor relieveLesseeof any obligaƟon hereunder. Lessee shallprovide anendorsementon itsliability policy(ies)which providesthat itsinsuranceshall beprimary toand notcontributorywith anysimilar insurancecarriedby Lessor,whose insuranceshallbe considered excessinsurance only.
(b) Carriedby Lessor. Lessorshallmaintain liabilityinsurance asdescribedin Paragraph8.2(a), in addiƟon to,andnot inlieu of,theinsurance requiredto bemaintained byLessee. Lesseeshall notbe namedas an addiƟonalinsured therein.

8.3 Property Insurance- Building,Improvements andRentalValue. (a) Building andImprovements. Lessorshall obtainand keepin forceapolicy orpolicies ofinsurancein thename ofLessor,with losspayable toLessor, anyground-lessor,andto anyLenderinsuring lossor damageto theBuildingand/or Project. Theamountof suchinsurance shallbeequal tothe fullinsurable replacementcost ofthe Buildingand/orProject, asthe sameshall existfrom Ɵme to Ɵme, ortheamount requiredby anyLender,but inno eventmore thanthe commerciallyreasonable andavailable insurablevaluethereof. Lessee Owned AlteraƟons and UƟlity InstallaƟons, TradeFixtures, andLessee'spersonal propertyshall beinsured byLessee notbyLessor. If thecoverage isavailableand commerciallyappropriate, suchpolicyor policiesshall insureagainstall risksof directphysical loss ordamage (exceptthe perilsof ﬂood and/orearthquake unlessrequired byaLender), includingcoverage fordebrisremoval andthe enforcementofany Applicable Requirementsrequiring theupgrading, demoliƟon, reconstrucƟonor replacementof any porƟon ofthePremises asthe resultofa coveredloss. Saidpolicy orpolicies shallalso containan agreed valuaƟonprovision inlieu ofany coinsuranceclause,waiver ofsubrogaƟon, and inﬂaƟonguard protecƟoncausing anincreasein the annualproperty insurancecoverage amountbya factorof notless thantheadjusted U.S.Department ofLaborConsumer PriceIndex forAllUrban Consumersfor the citynearest towhere thePremisesare located. Ifsuch insurancecoveragehas a deducƟble clause,the deducƟble amountshall notexceed$5,000 peroccurrence. (b) RentalValue. Lessor shallalsoobtain andkeep inforcea policyor policiesin thenameof Lessorwith losspayableto Lessorand anyLender,insuring theloss ofthe fullRentfor oneyear withan extendedperiodof indemnityfor an addiƟonal180 days("Rental Valueinsurance"). Saidinsurance shallcontain an agreed valuaƟon provisionin lieuofany coinsuranceclause, andthe amountofcoverage shallbe adjustedannuallyto reﬂectthe projectedRentotherwise payableby Lessee,for thenext 12monthperiod.
(c) AdjacentPremises. Lessee shallpayfor anyincrease inthe premiumsforthe propertyinsurance oftheBuilding andfor theCommonAreas orother buildingsin theProject ifsaidincrease iscaused byLessee's acts,omissions,use oroccupancy ofthePremises. (d) Lessee'sImprovements. Since Lessoristhe InsuringParty,Lessorshallnot berequired toinsure LesseeOwned AlteraƟons and UƟlity InstallaƟons unlessthe itemin quesƟonhasbecome theproperty ofLessor undertheterms ofthis Lease.

8.4 Lessee's Property;Business InterrupƟonInsurance; Worker's CompensaƟon Insurance. (a) Property Damage. Lesseeshallobtain andmaintain insurancecoverage onallof Lessee'spersonal property,TradeFixtures, andLessee Owned AlteraƟonsand UƟlity InstallaƟons. Suchinsurance shallbe fullreplacement costcoveragewith a deducƟble ofnotto exceed$1,000 peroccurrence. Theproceeds fromany suchinsurance shallbeused byLessee forthe replacementofpersonal property,TradeFixturesandLessee Owned AlteraƟons and UƟlity InstallaƟons. (b) Worker's CompensaƟon Insurance. Lesseeshallobtain andmaintain Worker's CompensaƟonInsurance insuch amountas mayberequired by ApplicableRequirements. Such policyshallinclude a'Waiver of SubrogaƟon' endorsement. Lessee shallprovide Lessorwitha copyof suchendorsementalong with the cerƟﬁcate ofinsurance orcopyof thepolicy requiredby paragraph8.5. (c) Business InterrupƟon. Lessee shallobtainand maintainloss ofincome andextraexpense insurancein amountsaswill reimburseLessee fordirector 22 ________ ________
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indirectloss ofearnings aƩributabletoall perilscommonly insuredagainst byprudentlessees inthe businessofLessee or aƩributable to prevenƟonof accessto the Premisesas aresult ofsuchperils.
(d) No RepresentaƟon ofAdequate Coverage. Lessor makesno representaƟonthatthe limitsor formsof coverageofinsurance speciﬁedherein are adequateto coverLessee's property,business operaƟons or obligaƟons underthis Lease.

8.5 Insurance Policies. Insurancerequired hereinshallbe bycompanies maintainingduringthe policyterm a"GeneralPolicyholders RaƟng"of atleast A-,VII, asset forthin themostcurrent issueof "Best'sInsurance Guide",orsuch other raƟng asmaybe requiredby aLender. Lesseeshall notdo orpermitto bedone anythingwhich invalidatesthe requiredinsurancepolicies. Lessee shall,prior totheStart Date,deliver toLessor cerƟﬁed copiesof policiesofsuch insuranceor cerƟﬁcateswith copiesof therequiredendorsements evidencingthe existenceand amountsofthe requiredinsurance. Nosuch policyshall becancelableor subject to modiﬁcaƟon except aŌer 10daysprior wriƩen noƟce toLessor. Lesseeshall, atleast 30daysprior tothe expiraƟonofsuch policies,furnish Lessorwith evidenceof renewalsor "insurancebinders" evidencingrenewalthereof, orLessor mayincrease hisliabilityinsurance coverageand chargethecost thereofto Lessee,which amountshall bepayable byLesseeto Lessorupon demand. Suchpoliciesshall befor atermof atleast oneyear,or thelength ofthe remainingtermof thisLease, whicheveris less. IfeitherParty shallfail toprocure andmaintainthe insurancerequired tobecarried byit, theotherParty may,but shallnot berequiredto,procure andmaintain thesame.

8.6 Waiver of SubrogaƟon. Without aﬀecƟnganyother rightsor remedies,Lesseeand Lessoreach herebyreleaseand relievethe other,and waivetheir enƟre rightto recoverdamages againsttheother,forloss ofor damagetoits propertyarising outofor incidentto theperilsrequired tobe insuredagainst herein. The eﬀectof suchreleases andwaiversis notlimited bythe amountofinsurance carriedor required,orby any deducƟbles applicablehereto. The ParƟes agreeto have their respecƟve propertydamage insurancecarrierswaive anyright to subrogaƟon thatsuchcompanies mayhave againstLessoror Lessee,as thecasemay be,so longas theinsurance isnotinvalidated thereby.

8.7 Indemnity. Except forLessor's grossnegligenceor willfulmisconduct, Lesseeshallindemnify,protect,defend andholdharmless thePremises, Lessorand itsagents, Lessor'smaster orgroundlessor,partnersand Lenders,from andagainstany andall claims,lossof rentsand/or damages,liens,judgments, penalƟes, aƩorneys'and consultants'fees, expensesand/or liabiliƟes arisingout of,involving, orinconnecƟon with,a Breachofthe Leaseby Lesseeand/orthe useand/or occupancyof thePremises and/orProjectby Lesseeand/or byLessee's employees,contractorsor invitees. Ifany acƟon orproceeding isbroughtagainst Lessorby reasonof anyof theforegoing maƩers, Lesseeshall upon noƟce defendthesame atLessee's expensebycounsel reasonably saƟsfactory toLessorand Lessorshall cooperatewith Lesseein suchdefense. Lessorneed nothave ﬁrstpaidany suchclaim inorderto bedefended or indemniﬁed.

8.8 ExempƟon ofLessor andits AgentsfromLiability. Notwithstanding thenegligenceor breachof thisLeaseby Lessoror itsagents, neitherLessornor its agentsshall beliable underanycircumstances for:(i) injuryor damagetothe personor goods,wares,merchandise orother propertyofLessee, Lessee'semployees, contractors,invitees, customers,or anyotherperson inor aboutthe Premises,whethersuch damageor injuryiscaused byor resultsfrom ﬁre, steam,electricity,gas, wateror rain,indoor airquality,the presenceof moldor fromthebreakage, leakage, obstrucƟon orotherdefects ofpipes, ﬁresprinklers,wires, appliances,plumbing, HVACor lighƟng ﬁxtures, orfromany othercause, whetherthe saidinjuryor damageresults from condiƟonsarising uponthe Premisesorupon other porƟons ofthe Building,or fromother sourcesorplaces, (ii)any damagesarising fromanyact orneglect ofanyother tenantof Lessororfrom thefailure ofLessor oritsagents to enforcethe provisionsof anyotherlease inthe Project,or (iii)injuryto Lessee'sbusiness orforany lossof incomeor proﬁt therefrom. Instead,it isintendedthat Lessee'ssole recoursein theeventof suchdamages orinjury beto ﬁle aclaim ontheinsurance policy(ies)that Lesseeisrequired tomaintain pursuantto the provisionsof paragraph8.

8.9 Failure toProvide Insurance. Lesseeacknowledgesthat anyfailure onitspart toobtain ormaintainthe insurancerequired hereinwill exposeLessorto risksand potenƟallycause Lessortoincur costsnot contemplatedby thisLease,the extentof whichwillbe extremely diﬃcult toascertain. Accordingly,for anymonth or porƟon thereofthat Lesseedoesnot maintainthe requiredinsurance and/ordoesnot provideLessor withtherequired bindersor cerƟﬁcatesevidencingthe existenceof therequired insurance,theBase Rentshall be automaƟcally increased,withoutany requirementfor noƟcetoLessee, byan amountequalto 10%of the then exisƟng BaseRent or$100,whichever isgreater. The parƟesagreethat suchincrease inBaseRent representsfair andreasonable compensaƟon forthe addiƟonalrisk/costs thatLessor willincurby reasonof Lessee'sfailure tomaintainthe requiredinsurance. Suchincrease inBase Rentshallin noevent consƟtutea waiverof Lessee'sDefault orBreachwith respectto thefailure tomaintainsuch insurance,prevent theexerciseof anyof theotherrights andremedies granted hereunder,nor relieveLessee ofits obligaƟon tomaintain theinsurance speciﬁedinthis Lease.

9. Damageor DestrucƟon.

9.1 DeﬁniƟons.
(a) "Premises ParƟalDamage" shallmeandamage or destrucƟon tothe improvementsonthe Premises,other thanLesseeOwned AlteraƟonsand UƟlity InstallaƟons,which canreasonably berepairedin 3months orless fromthedate ofthe damageor destrucƟon, andthe costthereofdoes notexceed asum equalto6 month'sBase Rent. Lessorshall noƟfy Lesseein wriƟngwithin 30daysfrom thedate ofthedamage or destrucƟon astowhether ornot thedamage is ParƟalor Total. (b) "PremisesTotal DestrucƟon"shall meandamageor destrucƟonto theimprovementson thePremises, otherthan LesseeOwned AlteraƟons and UƟlity InstallaƟons andTradeFixtures,whichcannot reasonablybe repairedin 3monthsor lessfrom thedateof thedamage or destrucƟonand/or thecost thereof exceedsa sumequal to6month's BaseRent. Lessor shall noƟfyLessee in wriƟng within30days fromthe dateofthe damageor destrucƟonas towhetheror notthe damageis ParƟalor Total.
(c) "InsuredLoss" shallmean damageor destrucƟon toimprovements onthe Premises,otherthan LesseeOwned AlteraƟonsand UƟlity InstallaƟonsand TradeFixtures, whichwas causedbyan eventrequired tobe coveredbythe insurancedescribed inParagraph8.3(a), irrespecƟveof any deducƟbleamounts or coveragelimits involved.
(d) "ReplacementCost" shallmean thecostto repairor rebuildtheimprovements ownedby Lessorat the Ɵmeof theoccurrence totheir condiƟon exisƟngimmediately priorthereto, including demoliƟon,debris removaland upgradingrequired bythe operaƟon ofApplicable Requirements,andwithout deducƟon for depreciaƟon.
(e) "Hazardous Substance CondiƟon"shall meanthe occurrenceor discoveryofa condiƟoninvolving thepresenceof,ora contaminaƟonby,a HazardousSubstance, in,on, orunderthe Premiseswhich requires restoraƟon.

9.2 ParƟal Damage- InsuredLoss. Ifa Premises ParƟal Damagethatis anInsured Lossoccurs,then Lessorshall, atLessor's expense,repairsuch damage(but notLessee's TradeFixtures orLesseeOwned AlteraƟonsand UƟlity InstallaƟons) assoonas reasonablypossible andthisLease shall conƟnue infullforce and eﬀect; provided,however,thatLessee shall,atLessor's elecƟon,make therepair ofanydamage ordestrucƟon thetotalcost torepair ofwhichis $5,000or less,and, insuch event,Lessor shallmake anyapplicableinsurance proceedsavailable toLessee onareasonable basisfor thatpurpose. Notwithstandingthe foregoing,ifthe required insurancewas notin forceorthe insuranceproceeds arenot suﬃcientto eﬀect suchrepair,theInsuringParty shallpromptly contributetheshortage inproceeds as andwhen requiredto completesaidrepairs. In theevent, however,suchshortage wasdue tothefact that,by reasonofthe uniquenature ofthe improvements,full replacementcost insurancecoveragewasnotcommercially reasonableand available,Lessor shallhaveno obligaƟonto payforthe shortagein insuranceproceedsor tofully restorethe uniqueaspectsof thePremises unlessLessee providesLessorwith thefunds tocoversame, oradequate assurancethereof,within 10days followingreceipt of wriƩen noƟceofsuch shortageand requesttherefor. IfLessor receivessaid fundsoradequate assurancethereof withinsaid10 dayperiod, the 23 ________ ________
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partyresponsible formaking therepairsshall completethem assoon asreasonablypossible andthis Leaseshallremain infull forceand eﬀect. If suchfunds or assuranceare notreceived, Lessormaynevertheless electby wriƩen noƟce toLesseewithin 10days thereaŌerto: (i)make such restoraƟonand repairas is commerciallyreasonable withLessor payinganyshortage inproceeds, inwhich casethisLease shallremain infullforce and eﬀect, or(ii)have thisLease terminate30 days thereaŌer. Lessee shallnotbe enƟtledto reimbursementof anyfundscontributed byLessee torepairany suchdamage or destrucƟon. Premises ParƟal Damage dueto ﬂoodor earthquakeshallbe subjectto Paragraph9.3, notwithstandingthatthere maybe someinsurancecoverage, butthe netproceedsof anysuch insurance shallbe madeavailable fortherepairs ifmade byeither Party.

9.3 ParƟal Damage- UninsuredLoss. Ifa Premises ParƟal Damagethatis notan InsuredLossoccurs,unlesscaused bya negligentorwillful actof Lessee(in whichevent Lesseeshall maketherepairs atLessee's expense),Lessor mayeither: (i)repair suchdamageas soonas reasonablypossibleat Lessor'sexpense (subject toreimbursement pursuantto Paragraph4.2),in whichevent thisLease shall conƟnuein fullforce and eﬀect,or (ii)terminate thisLeaseby giving wriƩen noƟceto Lesseewithin 30days aŌerreceiptby Lessorof knowledgeof theoccurrenceof suchdamage. SuchterminaƟon shallbe eﬀecƟve60days followingthe dateof such noƟce. Inthe eventLessorelects toterminate thisLease, Lesseeshallhave theright within10days aŌerreceipt ofthe terminaƟon noƟceto give wriƩen noƟceto Lessorof Lessee'scommitment topayfor therepair ofsuch damagewithoutreimbursement fromLessor. Lesseeshall provideLessor withsaidfunds or saƟsfactory assurancethereof within30 days aŌermaking suchcommitment. In sucheventthis Leaseshall conƟnueinfull forceand eﬀect,andLessor shallproceed tomake suchrepairs assoon asreasonablypossible aŌerthe requiredfunds areavailable. IfLessee doesnotmake therequired commitment,thisLease shallterminate asof thedate speciﬁedin the terminaƟon noƟce.

9.4 Total DestrucƟon. Notwithstandingany otherprovisionhereof,ifa PremisesTotalDestrucƟon occurs,this Leaseshallterminate 60days followingsuch DestrucƟon. Ifthe damageor destrucƟon wascaused bythe grossnegligenceor willfulmisconduct ofLessee,Lessor shallhave therightto recoverLessor's damages fromLessee, exceptas providedinParagraph 8.6.

9.5 Damage NearEnd ofTerm. Ifat any Ɵme duringthelast 6months ofthisLease thereis damagefor whichthecost torepair exceedsonemonth's Base Rent,whether ornot anInsuredLoss, Lessormay terminatethis Lease eﬀecƟve60 daysfollowing thedateof occurrenceof suchdamageby givinga wriƩen terminaƟon noƟce toLessee within30days aŌerthe dateof occurrenceofsuch damage. Notwithstandingtheforegoing, ifLessee atthat Ɵme hasan exercisable opƟonto extendthis Leaseorto purchasethe Premises,then Lesseemaypreserve thisLease by,(a)exercising such opƟon and(b)providing Lessorwith anyshortage ininsurance proceeds(or adequateassurancethereof) neededto makethe repairsonor beforethe earlierof(i) thedate whichis10 days aŌer Lessee'sreceipt of Lessor's wriƩen noƟce purporƟng toterminatethis Lease,or (ii)the daypriorto thedate uponwhichsuch opƟonexpires. IfLessee dulyexercises such opƟon during suchperiod andprovides Lessorwithfunds (oradequate assurancethereof) tocoverany shortagein insuranceproceeds,Lessor shall,at Lessor'scommercially reasonableexpense, repairsuch damageassoon asreasonably possibleand thisLeaseshall conƟnuein fullforceand eﬀect. IfLesseefails toexercise such opƟon and providesuch fundsor assuranceduringsuch period,then thisLease shallterminateon thedate speciﬁedinthe terminaƟon noƟce andLessee's opƟon shallbe exƟnguished.

9.6 Abatement ofRent; Lessee'sRemedies.
(a) Abatement. In theeventof Premises ParƟal Damageor PremisesTotalDestrucƟon ora HazardousSubstance CondiƟon forwhich Lesseeisnot responsibleunder thisLease, theRentpayable byLessee forthe periodrequiredfor therepair,remediaƟonor restoraƟon ofsuch damageshallbe abatedin proporƟonto thedegree towhichLessee's useof thePremises isimpaired,but notto exceedtheproceeds receivedfrom theRentalValueinsurance. Allother obligaƟonsof Lesseehereunder shallbeperformed byLessee, andLessor shallhaveno liabilityfor anysuchdamage, destrucƟon, remediaƟon, repairor restoraƟon exceptas providedherein.
(b) Remedies. IfLessor isobligatedto repairor restorethePremises anddoes notcommence, ina substanƟal andmeaningful way,suchrepair or restoraƟonwithin 90days aŌersuch obligaƟon shallaccrue, Lesseemay,atany Ɵme priorto thecommencementof suchrepair or restoraƟon,give wriƩen noƟce to Lessorand toany Lendersofwhich Lesseehas actual noƟce, ofLessee's elecƟon toterminate thisLeaseon adate notlessthan 60days followingthe givingofsuch noƟce. IfLessee givessuch noƟce andsuch repairor restoraƟonisnot commencedwithin 30days thereaŌer ,thisLease shallterminateas ofthe date speciﬁed insaid noƟce. Ifthe repairor restoraƟoniscommenced withinsuch 30days,this Leaseshall conƟnueinfull forceand eﬀect. "Commence" shallmean eitherthe uncondiƟonal authorizaƟon ofthe preparaƟonofthe requiredplans, orthe beginningofthe actualwork onthePremises, whichever ﬁrst occurs.

9.7 TerminaƟon;AdvancePayments. Upon terminaƟonofthis Leasepursuant toParagraph6.2(g) orParagraph9,anequitable adjustmentshall bemade concerningadvance BaseRent andanyother advancepayments madeby LesseetoLessor. Lessor shall,in addiƟon, returnto Lesseesomuch ofLessee's Security Depositas hasnot been,oris notthen requiredto be,usedby Lessor.

10. Real PropertyTaxes.

10.1 DeﬁniƟons. Asused herein,the term"RealProperty Taxes"shall includeanyform ofassessment; realestate,general, special,ordinary orextraordinary,or rentallevy ortax (otherthaninheritance, personalincome orestatetaxes);improvementbond; and/orlicense feeimposedupon orlevied againstanylegal or equitableinterest ofLessor intheProject, Lessor'sright toother incometherefrom,and/or Lessor'sbusiness ofleasing, by anyauthority havingthedirect orindirect powerto taxand wherethefunds aregenerated withreferencetotheProject address. "RealPropertyTaxes" shallalso includeanytax, fee,levy,assessmentor charge,or anyincrease therein:(i)imposed byreason ofevents occurringduringthe termof thisLease,including butnot limitedto,a changein theownership ofthe Project,(ii) achange intheimprovements thereon,and/or (iii)levied orassessed on machineryor equipmentprovidedby Lessorto Lesseepursuantto thisLease.

10.2 Payment ofTaxes. Exceptas otherwiseprovidedin Paragraph10.3, Lessorshallpay theReal PropertyTaxesapplicable tothe Project,and saidpayments shallbe includedin the calculaƟonof OperaƟngExpenses inaccordance withtheprovisions ofParagraph 4.2.

10.3 AddiƟonal Improvements. OperaƟng Expensesshall notincludeReal PropertyTaxes speciﬁedinthe taxassessor's recordsandwork sheetsas being causedby addiƟonalimprovements placeduponthe Projectby otherlessees orbyLessor forthe exclusiveenjoymentof suchother lessees. Notwithstanding Paragraph10.2 hereof,Lessee shall,however,pay toLessor atthe Ɵme OperaƟngExpenses arepayable underParagraph4.2, the enƟrety ofanyincrease inReal PropertyTaxesifassessed solelybyreason of AlteraƟons, TradeFixtures or UƟlity InstallaƟons placedupon thePremisesby Lesseeor atLessee'srequest orby reason ofany alteraƟonsor improvementstothe Premisesmade byLessor subsequenttothe execuƟonof thisLeaseby the ParƟes.

10.4 Joint Assessment. If theBuilding isnotseparately assessed,Real PropertyTaxesallocated tothe Buildingshallbe anequitable proporƟonof theReal PropertyTaxesforall oftheland andimprovements includedwithin thetaxparcel assessed,such proporƟontobe determinedby Lessorfromthe respecƟve valuaƟonsassigned inthe assessor'sworksheets orsuch other informaƟon asmaybe reasonablyavailable. Lessor'sreasonable determinaƟonthereof,ingoodfaith, shallbe conclusive.

10.5 Personal PropertyTaxes. Lesseeshall paypriorto delinquency all taxesassessedagainst andlevied uponLesseeOwned AlteraƟonsand UƟlity InstallaƟons,TradeFixtures,furnishings, equipmentandall personalproperty ofLessee containedinthe Premises. Whenpossible,Lessee shallcause itsLessee Owned AlteraƟons and UƟlity InstallaƟons,TradeFixtures, furnishings,equipment andall otherpersonalproperty tobe assessedandbilled separatelyfrom thereal propertyof Lessor. Ifanyof Lessee'ssaid propertyshall beassessedwith Lessor'sreal property,Lesseeshall payLessor thetaxes aƩributable toLessee's property within10 days aŌer receiptofa wriƩenstatement seƫngforth thetaxesapplicable toLessee's property. 24 ________ ________
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11. UƟliƟes andServices.

11.1 Services ProvidedbyLessor. Lessor shallprovide heaƟng, venƟlaƟon,air condiƟoning, reasonableamounts ofelectricity fornormal lighƟng and oﬃce machines,water forreasonable andnormaldrinking andlavatory usein connecƟonwithan oﬃce,and replacementlightbulbs and/or ﬂuorescent tubesandballasts forstandard overhead ﬁxtures. Lessorshall alsoprovide janitorialservices tothePremises andCommon Areas5 Ɵmes perweek, excludingBuildingHolidays, or pursuantto the aƩached janitorialschedule,if any. Lessorshall not,however,be requiredto providejanitorialservices tokitchens orstorageareas includedwithin thePremises.

11.2 Services ExclusivetoLessee. Notwithstanding theprovisionsof paragraph11.1, Lesseeshallpay forall water,gas,light, power,telephone andother uƟliƟesand servicesspecially orexclusivelysupplied and/ormetered exclusivelyto thePremisesor toLessee, togetherwithany taxesthereon. Notwithstandingthe provisionsof Paragraph4.2(vi), ifaservice isdeleted byParagraph1.13andsuch serviceis notseparatelymetered tothe Premises,Lesseeshall payat Lessor's opƟon, eitherLessee's Shareor areasonable proporƟon tobe determinedby Lessorofall chargesfor suchjointlymetered service.

11.3 Hours ofService. Saidservices and uƟliƟesshall beprovided during Ɵmesset forthin Paragraph1.12. UƟliƟesand servicesrequired atother Ɵmes shall besubject toadvance requestandreimbursement byLessee toLessor ofthecost thereof.

11.4 Excess UsagebyLessee. Lessee shallnotmake connecƟonto the uƟliƟesexcept byor through exisƟngoutlets andshall notinstall orusemachinery or equipmentin orabout thePremisesthat usesexcess water, lighƟng orpower,or suﬀeror permitanyact thatcauses extraburdenupon the uƟliƟes orservices, includingbut notlimited tosecurityand trashservices, overstandard oﬃceusagefor theProject. Lessorshall requireLessee toreimburseLessor forany excess expensesor coststhat mayariseout ofa breachof thissubparagraphby Lessee. Lessormay,in itssole discreƟon,installat Lessee'sexpense supplementalequipment and/orseparate meteringapplicable toLessee'sexcess usageor loading.

11.5 InterrupƟons. Thereshall beno abatementofrent andLessor shallnotbe liablein anyrespectwhatsoever forthe inadequacy,stoppage, interrupƟonor disconƟnuanceof any uƟlity orservicedue toriot, strike,labor dispute,breakdown,accident, repairor othercausebeyond Lessor'sreasonable controlorin cooperaƟonwith governmentalrequest or direcƟons.

11.6 Within ﬁŌeendaysof Lessor's wriƩen request,Lesseeagrees todeliver toLessorsuch informaƟon,documents and/or authorizaƟonas Lessorneeds in orderfor Lessorto complywithnew or exisƟng ApplicableRequirements relaƟngtocommercial buildingenergy usage, raƟngs, and/orthe reporƟngthereof.

12. Assignment and Subleƫng.

12.1 Lessor's ConsentRequired.
(a) Lessee shallnot voluntarilyorby operaƟonof lawassign, transfer,mortgageor encumber(collecƟvely, "assignorassignment") orsublet allorany partof Lessee'sinterest inthisLease orin thePremises withoutLessor'sprior wriƩenconsent. (b) UnlessLessee isa corporaƟonandits stockis publiclytradedon a naƟonal stockexchange, achangein thecontrol ofLesseeshall consƟtutean assignmentrequiring consent. Thetransfer,on a cumulaƟve basis,of 25%ormore ofthe voƟngcontrolof Lesseeshall consƟtuteachange incontrol forthis purpose. (c) Theinvolvement ofLessee oritsassets inany transacƟon,or seriesof transacƟons (byway ofmerger,sale, acquisiƟon, ﬁnancing, transfer,leveraged buyoutor otherwise), whether ornota formalassignment or hypothecaƟon ofthisLease orLessee's assetsoccurs,which resultsor willresultin a reducƟon ofthe NetWorthofLessee byanamount greaterthan 25%of suchNetWorth asit wasrepresentedat the Ɵme ofthe execuƟon ofthis Leaseor atthe Ɵme ofthe most recentassignment towhich Lessorhasconsented, oras itexists immediatelypriorto said transacƟon or transacƟons consƟtuƟng such reducƟon, whicheverwasor is greater,shall beconsidered anassignmentof thisLease towhich Lessormaywithhold itsconsent. "NetWorth ofLessee" shallmeanthe networth ofLessee (excludingany guarantors)established undergenerallyaccepted accounƟngprinciples. (d) Anassignment or subleƫng withoutconsentshall, atLessor's opƟon,bea Defaultcurable aŌer noƟce perParagraph13.1(d), ora non-curableBreach withoutthe necessityof any noƟceand graceperiod. If Lessorelectsto treatsuch unapprovedassignmentor subleƫngas anon-curableBreach, Lessormay either:
(i)terminate thisLease, or(ii)upon 30days wriƩen noƟce, increasethemonthly BaseRent to110%of theBase Rentthenin eﬀect. Further,in theeventof such Breachand rentaladjustment, (i)thepurchase priceof any opƟon topurchasethe Premisesheld byLesseeshall besubject tosimilaradjustment to110% ofthe price previouslyin eﬀect,and (ii)all ﬁxed andnon-ﬁxed rentaladjustments scheduledduringthe remainderof theLeaseterm shallbe increasedto110% ofthe scheduled adjustedrent.
(e) Lessee's remedyforany breachof Paragraph12.1 byLessorshall belimited tocompensatorydamages and/or injuncƟve relief. (f) Lessor mayreasonablywithhold consentto aproposedassignment or subleƫng ifLesseeis inDefault atthe Ɵmeconsentis requested. (g) Notwithstanding theforegoing, allowinga deminimis porƟon ofthe Premises,i.e.20 squarefeet orless,to beused bya thirdpartyvendor in connecƟonwith the installaƟon ofavending machineor payphoneshall not consƟtutea subleƫng.

12.2 Termsand CondiƟonsApplicable toAssignment and Subleƫng. (a) Regardless ofLessor's consent,noassignment or subleƫng shall: (i)be eﬀecƟvewithoutthe express wriƩen assumpƟon bysuch assigneeor sublesseeof the obligaƟons ofLesseeunder thisLease, (ii)release Lesseeofany obligaƟonshereunder,or(iii)alter theprimary liabilityofLessee forthe paymentof Rentor forthe performanceofany other obligaƟons tobe performedbyLessee. (b) Lessormay acceptRent orperformanceof Lessee's obligaƟons fromanyperson otherthan Lesseepending approvalordisapproval ofan assignment.

Neithera delayin theapprovalor disapprovalof suchassignment northeacceptance ofRent orperformanceshall consƟtutea waiverorestoppel ofLessor's rightto exerciseits remediesfor Lessee'sDefaultor Breach.
(c) Lessor'sconsent toany assignmentor subleƫng shallnot consƟtutea consenttoany subsequentassignment or subleƫng. (d) Inthe eventof anyDefaultor Breachby Lessee,Lessormay proceeddirectly againstLessee, anyGuarantorsor anyoneelse responsibleforthe performanceof Lessee's obligaƟons underthisLease, includingany assigneeor sublessee, without ﬁrst exhausƟngLessor's remediesagainstany otherperson or enƟtyresponsible thereforto Lessor,orany securityheld byLessor. (e) Each requestforconsent toan assignmentor subleƫngshallbe in wriƟng, accompaniedbyinformaƟon relevantto Lessor's determinaƟonas tothe ﬁnancialand operaƟonalresponsibility andappropriatenessof theproposed assigneeor sublessee,includingbut notlimited totheintended useand/or required modiﬁcaƟonof thePremises, ifany,together witha feeof $500as consideraƟon forLessor's consideringandprocessing saidrequest. Lesseeagrees toprovide Lessor withsuch otheror addiƟonal informaƟonand/or documentaƟonas maybe reasonablyrequested.(See alsoParagraph36) (f) Any assigneeof,or sublesseeunder,thisLeaseshall, byreason of accepƟngsuch assignment,entering intosuch sublease,orentering intopossession ofthe Premisesor any porƟonthereof,bedeemed tohave assumedandagreed toconform andcomplywith eachand everyterm,covenant, condiƟonand obligaƟon hereinto beobserved orperformedby Lesseeduring theterm ofsaidassignment orsublease, otherthansuch obligaƟonsas arecontraryto orinconsistent with provisionsof anassignment orsubleaseto whichLessor has speciﬁcally consentedtoin wriƟng. (g) Lessor's consentto anyassignment or subleƫngshall nottransfer totheassignee orsublessee any OpƟongranted tothe originalLessee bythisLease unlesssuch transferis speciﬁcallyconsentedto byLessor in wriƟng. (SeeParagraph39.2)

12.3 AddiƟonal Termsand CondiƟons Applicableto Subleƫng. The followingterms and condiƟonsshall applyto any subleƫngby Lesseeof allor anypartof 25 ________ ________
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thePremises andshall bedeemedincluded inall subleasesunder thisLeasewhether ornot expresslyincorporatedtherein:
(a) Lessee herebyassigns andtransfersto Lessorall ofLessee's interestinall Rentpayable onanysublease, andLessor maycollectsuch Rentand apply sametoward Lessee's obligaƟons underthisLease; provided,however,that unƟl aBreachshall occurin theperformanceof Lessee's obligaƟons, Lesseemaycollect saidRent. In theeventthat theamount collectedby LessorexceedsLessee's thenoutstanding obligaƟonsanysuch excessshall berefundedto Lessee. Lessorshall not,by reasonof theforegoingor anyassignment ofsuch sublease,norby reasonof the collecƟonof Rent,be deemedliableto thesublessee forany failureofLessee toperform andcomply withanyof Lessee's obligaƟons tosuch sublessee. Lessee herebyirrevocably authorizesanddirects anysuch sublessee,uponreceipt ofa wriƩen noƟce fromLessor staƟngthata Breachexists inthe performanceofLessee's obligaƟonsunder thisLease,to payto LessorallRent dueand tobecome due underthe sublease. Sublesseeshallrely uponany such noƟce fromLessorand shallpay allRentsto Lessorwithout any obligaƟonor rightto inquireas towhether suchBreach exists,notwithstanding anyclaimfrom Lesseeto thecontrary. (b) Inthe eventof aBreachby Lessee,Lessor may,atits opƟon,require sublesseeto aƩorntoLessor,inwhich eventLessorshall undertakethe obligaƟonsof thesublessor undersuchsublease fromthe Ɵmeof theexerciseof said opƟon tothe expiraƟon ofsuch sublease;provided,however,Lessorshall notbe liablefor anyprepaid rentsorsecurity depositpaid bysuch sublesseetosuch sublessoror foranyprior Defaultsor Breachesofsuch sublessor. (c) Any maƩer requiringthe consentofthe sublessorunder asublease shallalsorequire theconsent ofLessor. (d) Nosublessee shallfurther assignorsublet allor anypartof thePremises withoutLessor's prior wriƩenconsent. (e) Lessor shalldelivera copyof any noƟce ofDefaultor Breachby Lesseetothe sublessee,who shallhavethe rightto curethe DefaultofLessee within thegrace period,if any, speciﬁedin such noƟce. The sublesseeshallhave aright ofreimbursementand oﬀsetfrom andagainstLessee forany suchDefaults curedby thesublessee.

13. Default; Breach;Remedies.

13.1 Default; Breach. A "Default"is deﬁnedasa failureby theLesseeto complywith orperformany ofthe terms,covenants, condiƟonsorRules and RegulaƟonsunder thisLease. A"Breach" is deﬁned asthe occurrenceofone ormore ofthefollowing Defaults,and thefailureof Lesseeto curesuch Defaultwithin anyapplicable graceperiod:
(a) The abandonmentof thePremises;the vacaƟngof thePremises priortothe expiraƟonor terminaƟonofthis Leasewithout providingacommercially reasonablelevel ofsecurity,orwherethe coverageof theproperty insurancedescribedin Paragraph8.3 isjeopardizedas aresult thereof,orwithout providing reasonableassurances tominimize potenƟalvandalism;or failureto deliverto Lessorexclusivepossession ofthe enƟrePremisesin accordanceherewith priortothe expiraƟonor terminaƟonof thisLease.
(b) Thefailure ofLessee tomakeany paymentof Rentorany SecurityDeposit requiredto bemadeby Lesseehereunder,whethertoLessor orto athird party,when due,to providereasonableevidence ofinsurance orsurety bond,orto fulﬁllany obligaƟonunderthis Leasewhich endangersorthreatens lifeor property,where suchfailure conƟnuesfora periodof 3business daysfollowing wriƩen noƟceto Lessee. THE ACCEPTANCEBY LESSOROFA PARTIALPAYMENTOF

RENTOR SECURITYDEPOSIT SHALLNOTCONSTITUTE AWAIVER OFANY OFLESSOR'SRIGHTS, INCLUDINGLESSOR'S RIGHTTORECOVER POSSESSIONOF THE PREMISES.
(c) Thefailure ofLessee toallowLessor and/orits agentsaccess tothePremises orthe commissionofwaste, actor acts consƟtuƟngpublic orprivate nuisance,and/or anillegal acƟvityonthe Premisesby Lessee,where such acƟons conƟnue fora periodof3 businessdays following wriƩen noƟce toLessee. In the eventthat Lesseecommits waste,anuisance oran illegal acƟvity asecond Ɵme then,the Lessormayelect totreat suchconductas anon-curable Breachrather thana Default.
(d) Thefailure byLessee toprovide(i) reasonable wriƩen evidenceofcompliance withApplicable Requirements,(ii) theservicecontracts, (iii)the rescissionof anunauthorized assignmentor subleƫng, (iv)an Estoppel CerƟﬁcate or ﬁnancialstatements, (v)a requested subordinaƟon,(vi) evidenceconcerning any guarantyand/or Guarantor,(vii) anydocumentrequested underParagraph 41,(viii) materialsafetydata sheets(MSDS), or(ix)any other documentaƟon or informaƟonwhich Lessormay reasonablyrequireof Lesseeunder theterms ofthisLease, whereany suchfailure conƟnues fora periodof10 daysfollowing wriƩen noƟceto Lessee.
(e) A DefaultbyLessee asto theterms, covenants, condiƟonsor provisionsof thisLease,or ofthe rulesadoptedunder Paragraph2.9 hereof,other than thosedescribed insubparagraphs 13.1(a),(b)or (c),above, wheresuch Default conƟnuesfor aperiod of30days aŌer wriƩen noƟce;provided,however,thatif the natureof Lessee'sDefault issuchthat morethan 30days arereasonablyrequired forits cure,thenit shallnot bedeemedto bea Breachif Lesseecommencessuch curewithin said30 dayperiodand thereaŌerdiligently prosecutessuch cureto compleƟon. (f) The occurrenceofany ofthe followingevents: (i)the makingofany generalarrangement orassignment forthe beneﬁt ofcreditors; (ii)becominga "debtor"as deﬁnedin 11U.S.C.§ 101or anysuccessor statutethereto(unless, inthe caseofa peƟƟon ﬁled againstLessee,the sameis dismissedwithin 60days);(iii) theappointment ofa trusteeorreceiver totakepossessionof substanƟallyallof Lessee'sassets locatedatthe Premisesor ofLessee'sinterest inthis Lease,where possessionis notrestored toLesseewithin 30days; or(iv) the aƩachment, execuƟon orother judicialseizureof substanƟallyall ofLessee'sassets locatedat the Premisesor ofLessee's interestinthis Lease,where suchseizure isnotdischarged within30 days;provided,however,inthe eventthatany provisionof this subparagraphis contraryto anyapplicablelaw,suchprovision shallbe ofnoforce or eﬀect, andnot aﬀect thevalidity oftheremaining provisions. (g) The discoverythat any ﬁnancial statementofLessee orof anyGuarantorgiven toLessor wasmateriallyfalse. (h) Ifthe performanceof Lessee's obligaƟonsunder thisLease isguaranteed: (i)the deathof aGuarantor,(ii) the terminaƟon ofaGuarantor's liability withrespect tothis Leaseotherthan inaccordance withthe termsofsuch guaranty,(iii) aGuarantor'sbecoming insolventor thesubjectof abankruptcy ﬁling,(iv) a Guarantor'srefusal tohonor theguaranty,or (v)a Guarantor'sbreach ofitsguaranty obligaƟonon an anƟcipatorybasis, andLessee's failure,within60 daysfollowing wriƩen noƟce ofany suchevent,to provide wriƩen alternaƟveassurance orsecurity,which, whencoupled withthethen exisƟngresources ofLessee,equals or exceedsthe combined ﬁnancial resourcesofLessee andthe Guarantorsthat existedatthe Ɵmeof execuƟonofthis Lease.

13.2 Remedies. IfLessee failsto performanyof its aﬃrmaƟve duƟesor obligaƟons, within10 days aŌer wriƩen noƟce(or incase ofanemergency,without noƟce),Lessor may,at its opƟon,perform suchduty or obligaƟon onLessee'sbehalf,includingbut notlimitedto theobtaining ofreasonablyrequired bonds, insurancepolicies, orgovernmental licenses,permitsor approvals. Lesseeshall paytoLessor anamount equalto115% ofthe costsandexpenses incurredby Lessor insuch performanceupon receiptofan invoicetherefor. In theeventof aBreach, Lessormay,with orwithout further noƟceor demand,and without limiƟng Lessor inthe exerciseof anyrightor remedywhich Lessormay havebyreason ofsuch Breach:
(a) TerminateLessee'sright topossessionof thePremises byany lawfulmeans,in whichcase thisLeaseshall terminateand Lesseeshallimmediately surrenderpossession toLessor. Insuch eventLessor shallbe enƟtledtorecover fromLessee: (i)the unpaidRent whichhadbeen earnedat the Ɵme of terminaƟon; (ii)the worthat the Ɵmeof awardof theamount bywhichthe unpaidrent whichwouldhave beenearned aŌer terminaƟon unƟl the Ɵme ofaward exceedsthe amountof suchrental lossthatthe Lesseeproves couldhave beenreasonablyavoided; (iii)the worthatthe Ɵmeof awardofthe amountby whichthe unpaidrentfor thebalance ofthe term aŌerthe Ɵmeof awardexceedstheamountof suchrental lossthatthe Lesseeproves couldbereasonably avoided;and (iv)any otheramount necessaryto compensateLessor forallthe detrimentproximately causedby theLessee'sfailure toperform its obligaƟonsunder thisLease orwhichin theordinary courseof thingswould belikelyto resulttherefrom, includingbut notlimitedto thecost ofrecoveringpossession ofthe Premises,expensesof releƫng,including 26 ________ ________
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necessary renovaƟon and alteraƟon ofthePremises, reasonable aƩorneys' fees,and that porƟonof anyleasing commissionpaidby Lessorin connecƟonwiththis Leaseapplicable tothe unexpiredtermof thisLease. The worthatthe Ɵmeof awardofthe amountreferredtoinprovision (iii)of theimmediately preceding sentenceshall becomputed by discounƟngsuch amountat thediscount rateofthe FederalReserve Bankofthe Districtwithin whichthePremises arelocated atthe Ɵmeof awardplus onepercent. Eﬀortsby Lessorto miƟgatedamagescaused byLessee's Breachofthis Leaseshall notwaiveLessor's rightto recoverany damagesto whichLessor isotherwise enƟtled. If terminaƟonof thisLease isobtainedthrough theprovisional remedyofunlawful detainer,Lessor shallhavethe rightto recover insuch proceedingany unpaidRentand damagesas arerecoverable therein,orLessor mayreserve therightto recoverall oranypart thereofin aseparate suit. If a noƟceand graceperiod requiredunderParagraph13.1was notpreviously given,a noƟce topay rentorquit, orto performorquit givento Lesseeunder theunlawful detainerstatute shallalso consƟtutethe noƟce requiredby Paragraph13.1. Insuch case,the applicablegraceperiod requiredby Paragraph13.1and theunlawful detainerstatute shallrun concurrently,andthe failureof Lesseeto curetheDefault withinthe greaterofthe twosuch graceperiodsshall consƟtuteboth anunlawful detainerand aBreach ofthisLease enƟtlingLessor tothe remediesprovidedfor inthis Leaseand/orby saidstatute. (b) ConƟnuethe Leaseand Lessee'srightto possessionand recovertheRent asit becomesdue, inwhichevent Lesseemay subletorassign, subjectonly toreasonable limitaƟons. Actsofmaintenance, eﬀortsto relet,and/or theappointmentof areceiver toprotectthe Lessor'sinterests, shallnot consƟtute a terminaƟonof theLessee's righttopossession.
(c) Pursueany otherremedy nowor hereaŌer availableunder thelaws orjudicialdecisions ofthe statewhereinthe Premisesare located. The expiraƟon or terminaƟon ofthis Leaseand/orthe terminaƟonof Lessee'sright topossessionshall notrelieve Lesseefromliability underany indemnityprovisionsof thisLease asto maƩersoccurring oraccruingduring theterm hereofor byreasonof Lessee'soccupancy ofthePremises.

13.3 Inducement Recapture. Any agreementfor freeorabated rentor othercharges,the costof tenantimprovementsfor Lesseepaid foror performedby Lessor,or forthe givingorpaying byLessor toor forLesseeof anycash orotherbonus, inducementor consideraƟonforLessee's enteringinto thisLease, allofwhich concessionsare hereinaŌerreferredtoas"Inducement Provisions,"shall bedeemed condiƟoneduponLessee's fulland faithfulperformanceof allof theterms, covenantsand condiƟonsof thisLease. UponBreach ofthis LeasebyLessee, anysuch InducementProvisionshall automaƟcallybe deemeddeletedfrom thisLease andof nofurther forceor eﬀect, andany rent,other charge,bonus,inducement or consideraƟon theretoforeabated,given orpaid byLessorunder suchan InducementProvision shallbe immediatelydueand payableby Lesseeto Lessor,notwithstandingany subsequentcure ofsaidBreach byLessee. Theacceptance by Lessorof rentor thecureof theBreach which iniƟated the operaƟonof thisparagraph shallnotbe deemeda waiverbyLessor ofthe provisionsof thisparagraph unless speciﬁcally sostated in wriƟngby Lessorat the Ɵme ofsuchacceptance.

13.4 Late Charges. Lessee herebyacknowledges thatlatepayment byLessee ofRentwill causeLessor toincurcosts notcontemplated bythis Lease,theexact amountof whichwill beextremely diﬃcult toascertain. Such costsinclude,but arenot limitedto,processing and accounƟng charges,andlate chargeswhich maybe imposedupon Lessorby anyLender. Accordingly,if anyRent shallnotbe receivedby Lessorwithin5 days aŌer suchamountshall bedue, then,without any requirementfor noƟceto Lessee,Lesseeshall immediatelypay toLessor aone-Ɵmelate chargeequal to10%of eachsuch overdueamountor $100,whichever is greater. The parƟes herebyagreethat suchlate chargerepresents afairand reasonable esƟmate ofthecosts Lessorwill incurbyreason ofsuch latepayment.

Acceptanceof suchlate chargebyLessor shallin noevent consƟtuteawaiver ofLessee's DefaultorBreach withrespect tosuchoverdue amount,nor preventthe exerciseof anyof theotherrights andremedies grantedhereunder. Inthe eventthat alatecharge ispayable hereunder,whetheror notcollected, for3 consecuƟve installmentsof BaseRent, thennotwithstandingany provisionof thisLease tothecontrary,BaseRent shall,atLessor's opƟon,become dueandpayable quarterlyin advance.

13.5 Interest. Anymonetary paymentdue Lessorhereunder,other thanlate charges,notreceived byLessor,whendueshall bearinterest fromthe 31stday aŌerit wasdue. Theinterest ("Interest")charged shallbe computedatthe rateof 10%perannum butshall notexceedthe maximumrate allowedby law. Interest is payablein addiƟonto the potenƟallate chargeprovided forin Paragraph13.4.

13.6 Breach byLessor.
(a) NoƟce ofBreach. Lessorshall notbe deemedin breachofthis Leaseunless Lessorfailswithin areasonable Ɵmetoperform an obligaƟon requiredto beperformed byLessor. Forpurposes ofthis Paragraph,a reasonable Ɵmeshall inno eventbeless than30 days aŌerreceipt byLessor,andany Lenderwhosename andaddress shallhave beenfurnishedto Lesseein wriƟngfor suchpurpose,of wriƩen noƟce specifyingwhereinsuch obligaƟonof Lessorhasnot beenperformed; provided,however,thatif thenatureof Lessor's obligaƟon issuch thatmorethan 30days arereasonablyrequired forits performance,thenLessor shallnot bein breachif performanceis commencedwithinsuch 30day periodand thereaŌerdiligentlypursued tocompleƟon. (b) Performanceby Lesseeon BehalfofLessor. In theeventthat neitherLessor norLender curessaidbreach within30 days aŌerreceipt ofsaid noƟce, orif havingcommenced saidcurethey donot diligentlypursue itto compleƟon, thenLessee mayelectto curesaid breachatLessee's expenseand oﬀsetfrom Rent theactual andreasonable costtoperform suchcure, provided,however,thatsuch oﬀset shallnot exceedanamount equalto thegreaterof onemonth's BaseRent or theSecurity Deposit,reserving Lessee'srightto seekreimbursement fromLessor foranysuch expensein excessofsuch oﬀset. Lesseeshalldocument thecost ofsaid cureand supplysaid documentaƟontoLessor.

14. CondemnaƟon. If thePremisesor any porƟon thereofaretakenunderthe powerof eminentdomainor soldunder thethreatof theexercise ofsaidpower (collecƟvely "CondemnaƟon"), thisLease shallterminateas tothe parttaken asofthe datethe condemningauthoritytakes Ɵtleor possession,whichever ﬁrst occurs.

Ifmore than10% oftherentable ﬂoorarea ofthe Premises,ormore than25% ofLessee'sReserved ParkingSpaces, ifany,are takenby CondemnaƟon,Lessee may,at Lessee's opƟon, tobe exercisedin wriƟng within10 days aŌer Lessorshallhave givenLessee wriƩen noƟceof suchtaking (orinthe absenceof such noƟce, within10 days aŌer thecondemning authorityshallhave takenpossession) terminatethis Leaseasof thedate thecondemningauthority takessuch possession. If Lesseedoes notterminate thisLease inaccordancewith theforegoing, thisLease shallremainin fullforce and eﬀectas tothe porƟonofthe Premisesremaining, exceptthat the BaseRent shallbe reducedin proporƟon tothe reducƟonin uƟlityofthe Premisescaused bysuch CondemnaƟon. CondemnaƟon awardsand/orpayments shallbe theproperty ofLessor,whethersuchaward shallbe madeas compensaƟonfor diminuƟon invalue oftheleasehold, thevalue ofthepart taken,or forseverance damages;provided, however,that Lesseeshallbe enƟtledto any compensaƟon paidbythe condemnorfor Lessee's relocaƟonexpenses, lossof businessgoodwill and/orTradeFixtures,without regardtowhether ornot thisLease isterminatedpursuant tothe provisionsofthis Paragraph. All AlteraƟonsand UƟlity InstallaƟons madeto thePremises byLessee,for purposesof CondemnaƟononly,shallbeconsidered theproperty oftheLessee andLessee shallbe enƟtled toany andall compensaƟonwhich ispayable therefor. In theevent thatthis Leaseisnot terminatedby reasonofthe CondemnaƟon,Lessor shallrepairany damageto the Premisescaused bysuch CondemnaƟon.

15. Brokerage Fees.

15.1 AddiƟonalCommission. In addiƟontothe paymentsowed pursuantto Paragraph1.10above, Lessoragrees that: (a) ifLessee exercisesany OpƟon, (b)if Lesseeor anyone aﬃliated withLesseeacquires fromLessor anyrights tothePremises orother premisesownedby Lessorand locatedwithinthe Project,(c) ifLessee remainsin possessionof thePremises,with theconsent ofLessor, aŌerthe expiraƟon ofthis Lease,or(d) ifBase Rentisincreased, whetherby agreementor operaƟonof an escalaƟon clauseherein,then, Lessorshall payBrokersafeein accordancewith thefeeschedule ofthe Brokersin eﬀect atthe Ɵmethe Leasewas executed. Theprovisions ofthisparagraph areintended tosupersede theprovisionsof anyearlier agreementtothe contrary. 27 ________ ________
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15.2 AssumpƟon of ObligaƟons. Anybuyer ortransfereeof Lessor'sinterest inthisLease shallbe deemedtohave assumedLessor's obligaƟonhereunder.

Brokersshall bethird party beneﬁciariesof theprovisions ofParagraphs 1.10,15,22 and31. IfLessor failsto paytoBrokersanyamounts dueas andforbrokerage feespertaining tothis Leasewhendue, thensuch amountsshall accrueInterest. In addiƟon, ifLessorfails topay anyamountsto Lessee'sBroker whendue, Lessee's Brokermay send wriƩen noƟcetoLessor andLessee ofsuch failureandif Lessorfails topaysuch amountswithin 10days aŌer said noƟce, Lesseeshall paysaid moniesto itsBrokerand oﬀsetsuch amountsagainst Rent. In addiƟon,Lessee's Brokershall bedeemedto bea thirdparty beneﬁciary ofany commissionagreement enteredinto byand/or betweenLessorand Lessor'sBrokerforthe limitedpurposeof collecƟngany brokeragefeeowed.

15.3 RepresentaƟonsand IndemniƟesof Broker RelaƟonships. Lesseeand Lessoreach representandwarrant tothe otherthatit hashad nodealingswith any person, ﬁrm, broker,agent or ﬁnder(other thanthe Brokersand Agents,ifany) in connecƟon withthisLease, andthat nooneother thansaid namedBrokersand Agentsis enƟtledto anycommissionor ﬁnder'sfeein connecƟon herewith. Lessee andLessor doeachhereby agreeto indemnify,protect,defend andhold theother harmlessfrom andagainst liabilityfor compensaƟon orcharges whichmay beclaimedby anysuch unnamedbroker,ﬁnder orother similarpartyby reasonof any dealingsor acƟonsof theindemnifyingParty,includingany costs,expenses, aƩorneys'feesreasonably incurredwith respectthereto.

16. Estoppel CerƟﬁcates.
(a) Each Party(as "RespondingParty")shall within10 days aŌer wriƩen noƟcefrom theother Party(the"RequesƟng Party")execute, acknowledgeand deliverto the RequesƟng Partyastatement in wriƟng inform similartothe thenmost current"Estoppel CerƟﬁcate" formpublished byAIRCRE, plussuch addiƟonal informaƟon, conﬁrmaƟon and/orstatements asmaybe reasonablyrequested bythe RequesƟngParty. (b) Ifthe RespondingParty shallfailto executeor delivertheEstoppel CerƟﬁcatewithin such10 dayperiod,the RequesƟngParty mayexecutean Estoppel CerƟﬁcate staƟngthat: (i)theLease isin fullforce and eﬀectwithout modiﬁcaƟonexcept asmaybe representedby the RequesƟngParty,(ii)there areno uncureddefaults inthe RequesƟngParty'sperformance, and(iii) ifLessor isthe RequesƟng Party,not morethanone month'srent hasbeenpaid inadvance.

ProspecƟvepurchasers andencumbrancers mayrelyupon the RequesƟng Party'sEstoppel CerƟﬁcate,andthe RespondingParty shallbeestopped fromdenying the truthof thefacts containedinsaid CerƟﬁcate. In addiƟon, Lesseeacknowledgesthat anyfailure onitspart toprovide suchanEstoppel CerƟﬁcatewill exposeLessor torisks and potenƟally causeLessorto incurcosts notcontemplated bythisLease, theextent ofwhichwill beextremely diﬃculttoascertain. Accordingly,shouldthe Lesseefail toexecute and/ordelivera requestedEstoppel CerƟﬁcatein a Ɵmelyfashion themonthly BaseRentshall be automaƟcally increased,withoutany requirementfor noƟceto Lessee,byan amountequal to10% ofthethen exisƟngBase Rentor$100, whicheveris greaterforremainder ofthe Lease. The ParƟes agreethat suchincrease inBaseRent representsfair andreasonable compensaƟonforthe addiƟonalrisk/costs thatLessorwill incurby reasonofLessee's failureto providethe Estoppel CerƟﬁcate. Suchincrease inBase Rentshall innoevent consƟtutea waiverofLessee's Defaultor Breachwithrespect tothe failureto provide theEstoppel CerƟﬁcatenor preventtheexercise ofany ofthe otherrightsand remediesgranted hereunder. (c) IfLessor desiresto ﬁnance, reﬁnance,or sellthe Premises,or anypartthereof,Lesseeand allGuarantorsshall within10 days aŌer wriƩen noƟce fromLessor deliverto any potenƟallender orpurchaser designatedby Lessorsuch ﬁnancial statementsas maybereasonably requiredby suchlenderor purchaser, includingbut notlimited toLessee's ﬁnancial statementsfor thepast 3years. Allsuch ﬁnancialstatementsshall bereceived byLessorand suchlender orpurchaser in conﬁdenceand shallbe usedonlyfor thepurposes hereinset forth.

17. DeﬁniƟon ofLessor. Theterm "Lessor"as usedhereinshall meanthe owneror ownersatthe Ɵmein quesƟonofthe fee Ɵtle tothePremises, or,if thisis a sublease,of theLessee's interestinthe priorlease. In theeventof atransfer ofLessor's Ɵtle orinterest inthePremises orthis Lease,Lessor shalldeliverto the transfereeor assignee(in cashorby credit)any unusedSecurity Depositheldby Lessor. Uponsuchtransfer orassignment anddeliveryof theSecurity Deposit,as aforesaid,the priorLessor shallberelieved ofall liabilitywith respecttothe obligaƟonsand/or covenantsunderthis Lease thereaŌer tobeperformed bythe Lessor.

Subjectto theforegoing, the obligaƟonsand/or covenantsin thisLease tobeperformed bythe Lessorshallbe bindingonly upontheLessor ashereinabove deﬁned.

18. Severability. The invalidityofany provisionof thisLease,as determinedby acourt ofcompetent jurisdicƟon, shallin noway aﬀect thevalidity ofanyother provisionhereof.

19. Days. Unless otherwise speciﬁcallyindicated tothe contrary,theword "days"as usedin thisLeaseshall meanand refertocalendar days.

20. LimitaƟon onLiability. The obligaƟons ofLessor underthisLease shallnot consƟtutepersonal obligaƟonsofLessor,orits partners,members,directors, oﬃcers orshareholders, andLessee shalllookto theProject, andto nootherassets ofLessor,forthe saƟsfacƟon ofany liabilityofLessor withrespect tothis Lease,andshall notseek recourseagainst Lessor'spartners,members, directors, oﬃcers orshareholders, oranyof theirpersonal assetsforsuch saƟsfacƟon.

21. Time ofEssence. Timeis ofthe essencewithrespect tothe performanceof all obligaƟonsto beperformed orobservedby the ParƟes underthisLease.

22. No Prioror OtherAgreements;Broker Disclaimer. ThisLeasecontains allagreements betweenthe ParƟeswithrespect toany maƩer menƟonedherein, andno otherprior orcontemporaneous agreementorunderstanding shallbe eﬀecƟve. LessorandLessee eachrepresents andwarrantsto theBrokersthatithas made,and isrelying solelyupon, itsown invesƟgaƟon asto thenature, quality,characterand ﬁnancialresponsibility oftheother Partyto thisLeaseand asto theuse, nature, qualityand characterof thePremises. Brokershave noresponsibility withrespectthereto orwith respecttoany defaultor breachhereofby eitherParty.

23. NoƟces.

23.1 NoƟce Requirements. All noƟcesrequired or permiƩedby thisLease orapplicablelaw shallbe in wriƟngand maybe deliveredin person(byhand orby courier)or maybe sentbyregular, cerƟﬁedor registeredmail orU.S.PostalServiceExpress Mail,withpostage prepaid,or byfacsimiletransmission, orby email,and shallbe deemed suﬃciently givenifserved ina manner speciﬁed inthisParagraph23. Theaddressesnoted adjacentto aParty'ssignature onthis Leaseshall bethat Party'saddress fordelivery ormailingof noƟces. EitherParty mayby wriƩen noƟceto theotherspecify a diﬀerent addressfor noƟce, exceptthat uponLessee's takingpossession ofthe Premises,thePremises shall consƟtute Lessee'saddress for noƟce. Acopy ofall noƟces toLessor shallbeconcurrently transmiƩedto such partyor parƟesat suchaddressesas Lessormay from Ɵme to Ɵme hereaŌer designatein wriƟng.

23.2 Date of NoƟce. Any noƟce sentbyregistered or cerƟﬁed mail,returnreceipt requested,shall bedeemedgiven onthe dateof deliveryshownon the receiptcard, orif nodeliverydate isshown, thepostmark thereon. If sentby regularmailthe noƟceshall bedeemedgiven 72hours aŌerthe sameisaddressed as requiredherein andmailed withpostageprepaid. NoƟces deliveredby UnitedStatesExpress Mailor overnightcourierthat guaranteesnext daydeliveryshall be deemedgiven 24hours aŌerdeliveryof thesame tothe PostalServiceor courier. NoƟcesdeliveredby hand,or transmiƩedbyfacsimile transmissionor byemail shallbe deemeddelivered uponactualreceipt. If noƟceis receivedona Saturday,Sunday orlegalholiday,itshall bedeemedreceived onthe nextbusiness day.

23.3 OpƟons. Notwithstandingthe foregoing,in ordertoexercise any OpƟons (seeparagraph39), the NoƟce mustbesent by CerƟﬁed Mail(return receipt requested),Express Mail(signature required),courier(signature required)or someother methodologythatprovides areceipt establishingthedate the noƟce was receivedby theLessor.

24. Waivers.
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(a) No waiverby Lessorofthe Defaultor Breachof anyterm,covenant or condiƟon hereofbyLessee, shallbe deemedawaiver ofany otherterm, covenantor condiƟonhereof,orofany subsequentDefault orBreach byLesseeof thesame orofany otherterm, covenantor condiƟon hereof. Lessor'sconsent to, orapproval of,any actshallnot bedeemed torender unnecessarytheobtaining ofLessor's consentto,or approvalof,anysubsequentor similaract byLessee, orbe construedas thebasis ofanestoppel toenforce theprovision orprovisionsof thisLease requiringsuchconsent. (b) Theacceptance ofRent byLessorshall notbe awaiverof anyDefault orBreach byLessee. Anypayment byLesseemay beaccepted byLessoron accountof moniesor damagesdueLessor,notwithstandingany qualifyingstatements or condiƟonsmade byLessee in connecƟontherewith, whichsuch statements and/or condiƟons shallbe ofnoforce or eﬀect whatsoeverunless speciﬁcallyagreedto in wriƟng byLessorat orbefore the Ɵmeof depositof suchpayment. (c) THEPARTIESAGREETHATTHETERMSOF THISLEASE SHALLGOVERN WITHREGARDTOALLMATTERS RELATEDTHERETOAND HEREBYWAIVE THE PROVISIONSOF ANYPRESENT ORFUTURESTATUTETOTHE EXTENTTHATSUCHSTATUTEIS INCONSISTENTWITH THISLEASE.

25. Disclosures Regardingthe Natureofa RealEstate Agency RelaƟonship. (a) When enteringinto adiscussionwith areal estateagent regardingareal estate transacƟon, aLessoror Lesseeshould fromtheoutset understand whattype ofagency relaƟonshipor representaƟon ithas withthe agentoragents inthe transacƟon. Lessor andLessee acknowledgebeingadvised bythe Brokersin this transacƟon, asfollows:
(i) Lessor'sAgent. A Lessor'sagent undera lisƟng agreementwith theLessoracts asthe agentforthe Lessoronly. A Lessor'sagentor subagent hasthe following aﬃrmaƟve obligaƟons: TotheLessor: A ﬁduciarydutyof utmostcare, integrity,honesty,and loyaltyin dealingswiththe Lessor. Tothe Lesseeand theLessor: (a) Diligentexerciseof reasonableskills andcare inperformanceof theagent's duƟes. (b) Aduty ofhonestand fairdealing andgood faith. (c) Aduty to discloseall factsknown totheagent materially aﬀecƟng thevalue ordesirabilityof theproperty thatarenot knownto,orwithinthe diligent aƩenƟon and observaƟonof,the ParƟes. Anagent isnot obligatedto revealtoeither Partyany conﬁdenƟal informaƟonobtained fromthe otherPartywhich doesnot involvethe aﬃrmaƟve duƟes setforth above.
(ii) Lessee'sAgent. Anagent canagree toactas agentfor theLesseeonly. In these situaƟons,the agentis notthe Lessor'sagent,even ifby agreementthe agentmay receive compensaƟonfor servicesrendered, eitherin fullorin partfrom theLessor. Anagent acƟngonlyfor aLessee hasthe following aﬃrmaƟve obligaƟons. TotheLessee: A ﬁduciary dutyof utmostcare,integrity,honesty,and loyaltyindealings withthe Lessee. TotheLessee andthe Lessor: (a) Diligentexercise ofreasonable skillsandcare inperformance ofthe agent's duƟes. (b)A dutyofhonest andfair dealingandgood faith. (c)A dutytodisclose allfacts knownto theagent materially aﬀecƟngthe valueor desirabilityof thepropertythat arenot knownto,or withinthe diligent aƩenƟonand observaƟonof,the ParƟes.

Anagent isnot obligatedtoreveal toeither Partyany conﬁdenƟal informaƟonobtained fromthe otherPartywhich doesnot involvethe aﬃrmaƟve duƟesset forth above.
(iii) Agent RepresenƟngBothLessor andLessee. Areal estateagent, either acƟng directlyorthrough oneor moreassociatelicensees, canlegally be theagent ofboth theLessorand theLessee ina transacƟon,butonly withthe knowledgeandconsent ofboth theLessorand theLessee. In adualagency situaƟon, theagent hasthe following aﬃrmaƟve obligaƟons toboth theLessor andtheLessee: (a)A ﬁduciarydutyof utmostcare, integrity,honestyand loyaltyin thedealings witheither Lessoror theLessee. (b)Other duƟesto theLessorand theLessee asstatedabove insubparagraphs (i)or(ii). In represenƟngboth LessorandLessee, the agentmay not,without theexpresspermission ofthe respecƟveParty,disclosetothe otherParty conﬁdenƟal informaƟon,including, butnot limitedto,facts relaƟng toeither Lessee'sor Lessor's ﬁnancial posiƟon, moƟvaƟons,bargaining posiƟon,or otherpersonal informaƟon thatmay impactrent,including Lessor'swillingness to accepta rentless thanthe lisƟng rentor Lessee'swillingness topayrent greaterthan therentoﬀered. The above duƟesof theagent ina realestate transacƟon do notrelieve aLessor orLesseefrom theresponsibility toprotect theirowninterests. Lessor andLesseeshould carefullyread allagreementsto assurethat they adequatelyexpress theirunderstanding ofthe transacƟon. A realestateagentisa person qualiﬁed toadviseabout realestate. Iflegal ortax adviceis desired,consult acompetent professional. BothLessorand Lesseeshould stronglyconsider obtainingtaxadvice froma competentprofessionalbecause thefederal andstatetax consequencesof a transacƟon canbecomplex andsubject tochange. (b) Brokershave noresponsibility withrespectto anydefault orbreachhereof byeither Party. The ParƟesagree thatno lawsuitorother legal proceedinginvolving anybreach ofduty,error oromission relaƟngto thisLeasemay bebrought againstBrokermore thanone year aŌerthe StartDate andthat the liability(including courtcosts and aƩorneys'fees), ofany Brokerwith respecttoany suchlawsuit and/orlegalproceeding shallnot exceedthefee receivedby such Brokerpursuant tothis Lease;provided,however,thatthe foregoing limitaƟon oneachBroker'sliabilityshall notbeapplicable toany grossnegligenceor willful misconductof suchBroker.
(c) Lessorand Lesseeagree to idenƟfyto Brokersas "ConﬁdenƟal"any communicaƟonor informaƟon givenBrokersthatisconsidered bysuch Partyto be conﬁdenƟal.

26. No RightToHoldover. Lessee hasno righttoretain possessionof thePremises oranypart thereofbeyond the expiraƟonor terminaƟonof thisLease. Ator priorto the expiraƟon or terminaƟonof thisLease Lesseeshall deliverexclusivepossession ofthe PremisestoLessor. For purposesofthis provisionand Paragraph

13.1(a),exclusive possessionshall meanthatLessee shallhave vacatedthe Premises,removedall ofits personalpropertytherefrom andthat thePremiseshave been returnedin the condiƟon speciﬁedinthis Lease. Inthe eventthatLessee doesnot deliverexclusivepossession toLessor as speciﬁedabove, thenLessor's damages duringany holdoverperiod shallbecomputed atthe amountof theRent(as deﬁnedin Paragraph4.1)due duringthe lastfullmonth beforethe expiraƟonor terminaƟonof thisLease (disregardinganytemporary abatementof Rentthat mayhavebeen in eﬀect), butwithBase Rentbeing 150%ofthe BaseRent payable duringsuch lastfull month. Nothing containedherein shallbe construedasconsent byLessor toanyholding overby Lessee.

27. CumulaƟve Remedies. Noremedyor elecƟonhereunder shallbedeemed exclusivebut shall,wherever possible,be cumulaƟve withall otherremediesat lawor inequity.

28. Covenants and CondiƟons; ConstrucƟonofAgreement. All provisionsofthis Leaseto beobserved orperformedby Lesseeare bothcovenantsand condiƟons.

Inconstruing thisLease, allheadingsand Ɵtlesare forthe convenienceofthe ParƟesonly andshallnot beconsidered apartof thisLease. Whenever requiredbythe context,the singularshall includetheplural andvice versa. ThisLeaseshall notbe construedasif preparedby oneofthe ParƟes,but ratheraccording toitsfair meaningas awhole, asifboth ParƟeshad preparedit.

29. Binding Eﬀect;Choice ofLaw. ThisLease shallbebinding uponthe ParƟes,their personalrepresentaƟves,successors andassigns andbegoverned bythe laws ofthe Statein whichthePremises arelocated. Any liƟgaƟonbetweenthe ParƟeshereto concerningthisLease shallbe iniƟatedinthe countyin whichthe Premises arelocated. Signatures tothisLease accomplishedby meansof electronicsignatureor similartechnology shallbelegal andbinding.

30. SubordinaƟon; AƩornment;Non-Disturbance.

30.1 SubordinaƟon. ThisLease andany OpƟongrantedhereby shallbe subjectandsubordinate toany groundlease,mortgage, deedof trust,or other hypothecaƟonor securitydevice (collecƟvely,"SecurityDevice"), nowor hereaŌerplaced uponthePremises, toany andalladvances madeon thesecuritythereof, andto allrenewals, modiﬁcaƟons,andextensions thereof. Lesseeagrees thattheholders ofany suchSecurityDevices (inthis Leasetogetherreferredtoas "Lender") 29 ________ ________
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shallhave noliability or obligaƟonto performany ofthe obligaƟonsofLessor underthis Lease. Any Lendermay electtohave thisLease and/orany OpƟongranted herebysuperior tothe lienofits SecurityDevice bygiving wriƩen noƟcethereof toLessee, whereuponthisLease andsuch OpƟonsshallbe deemedprior tosuch SecurityDevice, notwithstandingthe relaƟvedatesof the documentaƟon or recordaƟon thereof.

30.2 AƩornment. Inthe eventthat Lessortransfers Ɵtle tothe Premises,orthe Premisesare acquiredbyanother uponthe foreclosureor terminaƟonofa SecurityDevice towhich thisLeaseis subordinated(i) Lesseeshall, subjecttothe non-disturbanceprovisions ofParagraph30.3, aƩornto suchnewowner,andupon request,enter intoa newlease,containing allof theterms andprovisionsof thisLease, withsuchnew ownerfor theremainderof theterm hereof,or,atthe elecƟon ofthe newowner,thisLeasewill automaƟcallybecome anew leasebetweenLessee andsuch newowner,and (ii)Lessor shall thereaŌerbe relievedof anyfurther obligaƟonshereunder andsuch newownershall assumeall ofLessor's obligaƟons,exceptthat suchnew ownershallnot: (a)be liableforany actor omissionof any priorlessor orwith respecttoevents occurringprior to acquisiƟon ofownership;(b) besubject toany oﬀsets ordefenses whichLesseemight haveagainst anyprior lessor, (c)be boundbyprepayment ofmore thanone month'srent,or (d)be liableforthe returnof anysecuritydeposit paidto anyprior lessorwhichwas notpaid or creditedto suchnew owner.

30.3 Non-Disturbance. Withrespect toSecurity Devicesenteredinto byLessor aŌerthe execuƟon ofthis Lease,Lessee's subordinaƟon ofthis Leaseshall be subjectto receivinga commerciallyreasonablenon-disturbance agreement(a "Non-DisturbanceAgreement") fromtheLender whichNon-Disturbance Agreement providesthat Lessee'spossession ofthePremises, andthis Lease,including any opƟonsto extendthe termhereof,will notbe disturbedsolong asLessee isnot in Breachhereof and aƩorns totherecord ownerof thePremises. Further,within 60days aŌertheexecuƟon ofthis Lease,Lessorshall, ifrequested byLessee, useits commerciallyreasonable eﬀortsto obtainaNon-Disturbance Agreementfrom theholder ofanypre-exisƟng SecurityDevice whichissecured bythe Premises. In the eventthat Lessoris unabletoprovide theNon-Disturbance Agreementwithin said60days, thenLessee may,atLessee's opƟon,directly contactLenderand aƩempt to negoƟate forthe execuƟonanddelivery ofa Non-DisturbanceAgreement.

30.4 Self-ExecuƟng. Theagreements containedin thisParagraph30 shallbe eﬀecƟvewithoutthe execuƟonof anyfurtherdocuments; provided,however,that, upon wriƩen requestfrom Lessorora Lenderin connecƟonwith asale, ﬁnancing or reﬁnancing ofthePremises, Lesseeand Lessorshallexecute suchfurther wriƟngs asmay bereasonably requiredtoseparately documentany subordinaƟon, aƩornment and/orNon-DisturbanceAgreement providedfor herein.

31. AƩorneys' Fees. IfanyParty orBrokerbringsan acƟon orproceeding involvingthe Premiseswhetherfounded intort, contractorequity,orto declarerights hereunder,the PrevailingParty (as hereaŌer deﬁned) inany suchproceeding, acƟon,orappeal thereon,shall be enƟtledto reasonable aƩorneys' fees. Such feesmay beawarded inthe samesuitor recoveredin aseparate suit,whetheror notsuch acƟonorproceeding ispursued todecisionor judgment. Theterm, "Prevailing Party"shall include,without limitaƟon,aParty orBrokerwho substanƟally obtainsordefeats therelief sought,asthe casemay be,whetherby compromise, seƩlement,judgment, orthe abandonmentbythe otherParty orBroker ofitsclaim ordefense. The aƩorneys' feesaward shallnotbe computedin accordancewith anycourt feeschedule, butshallbe suchas tofully reimburseall aƩorneys' feesreasonably incurred. In addiƟon,Lessor shallbe enƟtled to aƩorneys' fees,costs and expensesincurred inthe preparaƟonandservice of noƟces ofDefault and consultaƟonsin connecƟontherewith, whetherornot alegal acƟonissubsequently commencedin connecƟonwith suchDefaultor resulƟngBreach ($200is areasonableminimum peroccurrence forsuchservices and consultaƟon).

32. Lessor's Access;Showing Premises;Repairs. Lessorand Lessor'sagentsshall havethe rightto enterthePremises atany Ɵme,inthe caseof anemergency,and otherwiseat reasonable Ɵmes aŌerreasonableprior noƟcefor thepurpose ofshowingthe sameto prospecƟvepurchasers,lenders, ortenants, andmakingsuch alteraƟons,repairs, improvementsor addiƟonstothe Premisesas Lessormay deemnecessaryor desirableand the erecƟng,using andmaintaining of uƟliƟes, services,pipes andconduits throughthePremises and/orother premisesas longasthere isno materialadverse eﬀect onLessee's useofthe Premises. Allsuch acƟviƟesshall bewithout abatementofrent orliability toLessee.

33. AucƟons. Lessee shallnotconduct, norpermit tobeconducted, any aucƟon uponthe PremiseswithoutLessor's prior wriƩen consent. Lessor shallnot be obligatedto exerciseany standardofreasonableness indetermining whetherto permitan aucƟon.

34. Signs. Lessor mayplaceon thePremises ordinary"ForSale" signsat any Ɵme andordinary"For Lease"signs duringthelast 6months oftheterm hereof. Lessor maynot placeany signonthe exteriorof theBuilding thatcoversany ofthe windowsofthe Premises. Exceptforordinary "ForSublease" signswhich maybeplaced onlyon thePremises, Lesseeshallnot placeany signupon theProjectwithout Lessor'sprior wriƩenconsent. Allsigns mustcomplywith allApplicable Requirements.

35. TerminaƟon; Merger. Unless speciﬁcallystated otherwisein wriƟngbyLessor,thevoluntary orother surrenderofthis Leaseby Lessee,themutual terminaƟon or cancellaƟon hereof,or a terminaƟonhereof byLessor forBreach byLessee,shall automaƟcallyterminate anysubleaseor lesserestate inthePremises; provided, however,that Lessormay electto conƟnue anyone orall exisƟngsubtenancies. Lessor'sfailure within10days followingany sucheventto electto thecontrary by wriƩen noƟce tothe holderofany suchlesser interest,shall consƟtuteLessor's elecƟon tohave suchevent consƟtute the terminaƟon ofsuchinterest.

36. Consents. All requestsforconsent shallbe in wriƟng. Exceptas otherwiseprovided herein,whereverin thisLease theconsentof aParty isrequiredto anact by orfor theother Party,suchconsent shallnot beunreasonably withheldordelayed. Lessor's actualreasonablecosts andexpenses (includingbutnot limitedto architects', aƩorneys', engineers'and otherconsultants'fees) incurredin the consideraƟon of,orresponse to,a requestbyLessee forany Lessorconsent,including butnot limitedto consentstoan assignment,a subleƫngor thepresenceor useof aHazardousSubstance, shallbe paidbyLessee uponreceipt ofan invoiceand supporƟng documentaƟon therefor. Lessor'sconsentto anyact, assignmentor subleƫngshallnot consƟtutean acknowledgmentthatno Defaultor BreachbyLessee ofthis Leaseexists, norshallsuch consentbe deemeda waiverofany then exisƟng DefaultorBreach, exceptas maybeotherwise speciﬁcallystated in wriƟng by Lessorat the Ɵme ofsuchconsent. The failureto specifyhereinany parƟcular condiƟon toLessor'sconsent shallnot precludethe imposiƟon byLessor atthe Ɵmeof consentof suchfurther orother condiƟons asare thenreasonable withreferenceto the parƟcular maƩerforwhich consentis beinggiven. Inthe eventthat either Partydisagrees withany determinaƟonmadeby theother hereunderand reasonablyrequeststhe reasonsfor such determinaƟon,the determiningparty shallfurnish itsreasons in wriƟng andinreasonable detailwithin 10business daysfollowingsuch request.

37. Guarantor.

37.1 ExecuƟon. TheGuarantors,ifany,shalleachexecute aguaranty intheform mostrecently publishedbyAIR CRE.

37.2 Default. Itshall consƟtutea Defaultofthe Lesseeif anyGuarantorfails orrefuses, uponrequestto provide: (a)evidence ofthe execuƟon ofthe guaranty, includingthe authorityof thepartysigning onGuarantor's behalfto obligateGuarantor,and inthe caseofa corporateGuarantor,a cerƟﬁedcopy ofa resoluƟonof its boardof directorsauthorizing themakingof suchguaranty,(b)current ﬁnancialstatements,(c) anEstoppel CerƟﬁcate,or(d) wriƩen conﬁrmaƟon thattheguaranty is sƟllin eﬀect.

38. Quiet Possession. Subjecttopayment byLessee oftheRent andperformance ofall ofthecovenants, condiƟonsand provisionsonLessee's partto beobserved andperformed underthis Lease,Lesseeshall havequiet possessionand quietenjoymentof thePremises duringtheterm hereof.

39. OpƟons. If Lesseeisgranted any OpƟon, as deﬁnedbelow,thenthe followingprovisions shallapply. 30 ________ ________
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39.1 DeﬁniƟon. "OpƟon"shall mean: (a)theright toextend orreducethe termof orrenewthis Leaseor toextend orreducethe termof orrenewany lease thatLessee hason otherpropertyof Lessor;(b) theright of ﬁrstrefusal or ﬁrst oﬀertolease eitherthe Premisesorother propertyof Lessor;(c) therightto purchase, theright of ﬁrst oﬀertopurchase orthe rightof ﬁrstrefusalto purchasethe Premisesorother propertyof Lessor.

39.2 OpƟons PersonalToOriginal Lessee. Any OpƟongranted toLessee inthisLease ispersonal totheoriginal Lessee,and cannotbe assignedorexercisedby anyoneother thansaid originalLesseeand onlywhile theoriginal Lesseeisin fullpossession ofthePremises and,if requestedbyLessor,withLessee cerƟfyingthat Lesseehas no intenƟon of thereaŌerassigning or subleƫng.

39.3 MulƟple OpƟons. In theevent thatLesseehas any mulƟple OpƟonstoextend orrenew thisLease,a later OpƟon cannotbe exercisedunlessthe prior OpƟonshave beenvalidly exercised.

39.4 Eﬀect ofDefaulton OpƟons.
(a) Lessee shallhave norightto exercisean OpƟon: (i)duringthe periodcommencing withthegiving ofany noƟceofDefault and conƟnuing unƟlsaid Defaultis cured,(ii) duringtheperiod of Ɵme anyRent isunpaid(without regardto whethernoƟcethereof isgiven Lessee),(iii)during the Ɵme Lesseeis inBreachof thisLease, or(iv) intheevent thatLessee hasbeen given3or more noƟces ofseparateDefault, whetheror nottheDefaults arecured, duringthe 12monthperiod immediatelypreceding theexercise ofthe OpƟon.
(b) Theperiod of Ɵme withinwhichan OpƟonmay beexercisedshall notbe extendedor enlargedbyreason ofLessee's inabilitytoexercise an OpƟon becauseof theprovisions ofParagraph39.4(a).
(c) An OpƟon shallterminate andbeof nofurther forceor eﬀect,notwithstandingLessee's dueand Ɵmelyexerciseof the OpƟon, if, aŌersuch exercise andprior tothe commencement ofthe extendedterm or compleƟon ofthepurchase, (i)Lessee failstopay Rentfor aperiodof 30days aŌersuch Rentbecomesdue (withoutany necessityof Lessortogive noƟcethereof), or(ii) ifLesseecommits aBreach ofthisLease.

40. Security Measures. Lesseeherebyacknowledges thatthe Rentpayableto Lessorhereunder doesnot includethecost ofguard serviceorother security measures,and thatLessor shallhaveno obligaƟonwhatsoever toprovide same. Lessee assumesall responsibility forthe protecƟonof thePremises,Lessee, its agentsand inviteesand theirpropertyfrom theacts ofthird parƟes. In theevent, however,thatLessor shouldelect toprovidesecurity services,then thecost thereof shallbe an OperaƟng Expense.

41. ReservaƟons.
(a) Lessor reservesthe right:(i)to grant,without theconsent orjoinderof Lessee,such easements,rightsand dedicaƟonsthat Lessordeemsnecessary, (ii)to causethe recordaƟonofparcel mapsand restricƟons,(iii) tocreateand/or installnew uƟlityraceways,so longas sucheasements,rights, dedicaƟons,maps, restricƟons,and uƟlityracewaysdonotunreasonably interferewith theuse ofthePremises byLessee. Lessormay also:change thename,address or Ɵtle ofthe Buildingor Projectupon atleast90 daysprior wriƩen noƟce; provideandinstall, atLessee's expense,Buildingstandard graphicson thedoorof thePremises andsuch porƟonsof theCommon AreasasLessor shallreasonably deemappropriate; granttoany lesseethe exclusiverightto conductany businessaslong assuch exclusive rightdoes not conﬂict withanyrights expresslygiven herein;and toplacesuch signs, noƟces ordisplaysas Lessorreasonably deemsnecessaryor advisable upon the roof,exterior ofthe Buildingorthe Projector onsigns intheCommon Areas. Lesseeagreesto signany documentsreasonablyrequested byLessor to eﬀectuate such rights. The obstrucƟon ofLessee'sview,air,or lightby anystructureerected inthe vicinityofthe Building,whether byLessoror third parƟes, shallin noway aﬀect thisLease orimpose anyliabilityupon Lessor.
(b) Lessoralso reservesthe righttomove Lesseeto otherspaceof comparablesize inthe BuildingorProject. Lessor mustprovideat least45 daysprior wriƩen noƟce ofsuch move,andthe newspace mustcontain improvementsofcomparable qualityto thosecontainedwithin thePremises. Lessorshall paythe reasonableout ofpocket coststhatLessee incurswith regardto such relocaƟon,including theexpenses ofmovingand necessary staƟonary revisioncosts. Inno event,however,shallLessor berequiredto payan amountin excessoftwo monthsBase Rent. Lessee maynot berelocatedmore thanonce duringthe termofthis Lease.
(c) Lesseeshall not: (i)usea representaƟon(photographic orotherwise) oftheBuilding orProject ortheirname(s) in connecƟon withLessee'sbusiness; or(ii) suﬀeror permitanyone,except inemergency,togo upontheroof ofthe Building.

42. Performance UnderProtest. Ifat any Ɵme adisputeshall ariseas toany amountorsum ofmoney tobepaid byone Partytothe otherunder theprovisions hereof,the Partyagainst whomthe obligaƟon topay themoney isassertedshall havethe righttomake payment"under protest"andsuch paymentshall notbe regardedas avoluntary paymentandthere shallsurvive theright onthepart ofsaid Partyto insƟtute suitfor recoveryofsuch sum. Ifit shallbeadjudged thatthere wasno legal obligaƟon onthepart ofsaid Partyto paysuchsum orany partthereof,said Partyshall be enƟtledto recoversuch sumor somuchthereof asit wasnot legallyrequired topay. AParty whodoes not iniƟate suitforthe recoveryof sumspaid"under protest"within 6monthsshall bedeemed tohave waiveditsright to protestsuch payment.

43. Authority; MulƟple ParƟes; ExecuƟon.
(a) If eitherParty heretoisa corporaƟon,trust, limitedliability company,partnership,or similar enƟty,eachindividual execuƟng thisLease onbehalfof such enƟty representsand warrantsthathe orshe isduly authorizedtoexecute anddeliver thisLeaseon itsbehalf. EachParty shall,within 30days aŌerrequest, deliverto theother Party saƟsfactoryevidence ofsuch authority. (b) Ifthis Leaseis executedbymore thanone personor enƟty as"Lessee", eachsuch personorenƟty shallbe jointlyandseverally liablehereunder. Itis agreedthat anyone ofthenamed Lesseesshall beempowered toexecuteany amendmentto thisLease,or otherdocument ancillarytheretoand bindall ofthe namedLessees, andLessor mayrelyon thesame asif allofthe namedLessees hadexecutedsuch document. (c) ThisLease maybe executedbythe ParƟesin counterparts,each ofwhichshall bedeemed anoriginaland allof whichtogethershall consƟtuteone andthe sameinstrument.

44. Conﬂict. Any conﬂictbetweenthe printedprovisions ofthisLease andthe typewriƩenor handwriƩenprovisionsshall becontrolled bythe typewriƩen or handwriƩenprovisions.

45. Oﬀer. PreparaƟon ofthisLease byeither partyortheir agentand submission of sametothe otherParty shallnotbe deemedan oﬀertolease tothe other Party. ThisLease isnotintended tobe binding unƟl executedanddelivered byall ParƟeshereto.

46. Amendments. This Leasemaybe modiﬁedonly in wriƟng,signed bythe ParƟesin interestatthe Ɵmeof the modiﬁcaƟon. Aslong astheydo notmaterially changeLessee's obligaƟonshereunder,Lesseeagreesto makesuch reasonablenon-monetary modiﬁcaƟonstothis Leaseas maybereasonably requiredby aLender in connecƟon withthe obtainingofnormal ﬁnancingor reﬁnancingof thePremises.

47. Waiver ofJury Trial. THE PARTIESHEREBY WAIVETHEIRRESPECTIVE RIGHTSTOTRIALBYJURYINANY ACTIONOR PROCEEDINGINVOLVINGTHE PROPERTY 31 ________ ________
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ORARISING OUTOF THISAGREEMENT.

48. ArbitraƟon ofDisputes. AnAddendum requiringthe ArbitraƟonofall disputesbetween theParƟes and/orBrokersarising outof thisLease is isnot aƩachedto thisLease.

49. Accessibility; Americanswith DisabiliƟesAct.
(a) The Premises:
havenot undergonean inspecƟonbya CerƟﬁedAccess Specialist(CASp). Note:A CerƟﬁedAccess Specialist(CASp)can inspectthe subjectpremisesand determinewhether thesubject premisescomplywith allof theapplicable construcƟon-relatedaccessibilitystandards understate law.Althoughstate lawdoes not requirea CASp inspecƟon ofthesubject premises,the commercialproperty ownerorlessor maynot prohibitthelessee ortenant fromobtaininga CASp inspecƟon of thesubject premisesfor theoccupancyor potenƟaloccupancy ofthe lesseeortenant, ifrequested bythelessee ortenant. The parƟesshall mutuallyagree onthe arrangementsfor the Ɵme andmannerof theCASp inspecƟon,the paymentofthe feefor theCASpinspecƟon, andthe costofmaking anyrepairs necessaryto correct violaƟons of construcƟon-related accessibilitystandardswithin thepremises. haveundergone an inspecƟon bya CerƟﬁed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesmetall applicable construcƟon-related accessibility standardspursuant toCalifornia CivilCode§55.51 etseq. Lessee acknowledgesthatit receiveda copyofthe inspecƟon report atleast48 hoursprior to execuƟng this Leaseand agreesto keepsuchreport conﬁdenƟal.
haveundergone an inspecƟon bya CerƟﬁed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesdidnot meetall applicable construcƟon-related accessibilitystandards pursuantto CaliforniaCivilCode §55.51et seq. Lesseeacknowledgesthat itreceived acopyof the inspecƟon reportatleast 48hours priorto execuƟngthis Leaseand agreestokeep suchreport conﬁdenƟalexcept asnecessaryto completerepairs and correcƟonsof violaƟonsof construcƟonrelated accessibilitystandards.

Inthe eventthat thePremiseshave beenissued an inspecƟon reportbya CASpthe Lessorshallprovide acopy ofthedisability access inspecƟon cerƟﬁcateto Lessee within7 daysof the execuƟonof thisLease.
(b) Sincecompliance withthe Americanswith DisabiliƟes Act(ADA) andotherstate andlocal accessibilitystatutes aredependentupon Lessee's speciﬁc useof thePremises, Lessormakesno warrantyor representaƟonas towhetheror notthe Premisescomplywith ADAor anysimilar legislaƟon. In theevent that Lessee'suse ofthe Premisesrequires modiﬁcaƟons or addiƟons tothe Premisesinorder tobe incompliancewith ADAor otheraccessibilitystatutes, Lesseeagrees to makeany suchnecessary modiﬁcaƟonsand/or addiƟons atLessee's expense.

LESSORAND LESSEEHAVE CAREFULLYREADAND REVIEWEDTHIS LEASEAND EACHTERMAND PROVISIONCONTAINED HEREIN,ANDBYTHEEXECUTION OFTHIS LEASESHOW THEIRINFORMED ANDVOLUNTARYCONSENT THERETO. THEPARTIESHEREBYAGREETHAT,ATTHE TIMETHISLEASE ISEXECUTED, THETERMSOF THISLEASE ARECOMMERCIALLY REASONABLEANDEFFECTUATETHEINTENT ANDPURPOSE OFLESSORAND LESSEEWITH RESPECTTOTHE PREMISES.

ATTENTION: NOREPRESENTATIONORRECOMMENDATIONIS MADEBYAIRCRE ORBYANY BROKERAS TOTHELEGAL SUFFICIENCY,LEGAL EFFECT,ORTAX CONSEQUENCESOF THISLEASE ORTHETRANSACTION TOWHICH ITRELATES. THEPARTIESAREURGED TO:

1. SEEKADVICE OFCOUNSELAS TOTHE LEGALANDTAXCONSEQUENCESOF THISLEASE.

2. RETAINAPPROPRIATECONSULTANTSTOREVIEW ANDINVESTIGATETHECONDITIONOF THEPREMISES. SAID INVESTIGATIONSHOULDINCLUDE BUTNOT BE LIMITEDTO:THEPOSSIBLE PRESENCEOFHAZARDOUS SUBSTANCES,THE ZONINGAND SIZEOFTHE PREMISES,THE STRUCTURALINTEGRITY,THE CONDITIONOF

THEROOF ANDOPERATING SYSTEMS,COMPLIANCEWITH THEAMERICANS WITHDISABILITIES ACTANDTHE SUITABILITYOF THEPREMISESFOR LESSEE'S INTENDEDUSE.

WARNING: IFTHE PREMISESARELOCATEDINA STATEOTHER THANCALIFORNIA, CERTAINPROVISIONSOF THELEASEMAYNEEDTO BEREVISEDTOCOMPLYWITH THELAWS OFTHE STATEINWHICH THEPREMISES ARELOCATED.

The parƟes heretohave executedthisLease atthe placeand onthedates speciﬁedabove theirrespecƟvesignatures.

Executedat:

On:

ByLESSOR:

The City of Garden Grove
By:

NamePrinted:

Title:

Phone:

Fax:

Email:

By:

NamePrinted:

Title:

Phone:

Fax:

Email:

Address:

Executedat:

On:

ByLESSEE:

Toscano Financial Services, Inc
By:

NamePrinted:

Title:

Phone:

Fax:

Email:

By:

NamePrinted:

Title:

Phone:

Fax:

Email:

Address:
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FederalID No.: FederalID No.:

BROKER
CBRE, Inc.

AƩn: Peter Wells and Taylor Friend
Title: First Vice President
Address: 3501 Jamboree Road, Suite 100 Newport
Beach, CA 92660
Phone: 949-413-5234 and 714-566-5998
Fax:

Email: [email protected] and
[email protected]
FederalID No.:

BrokerDRE License#:

AgentDRE License#: 01718361 and 01885394
BROKER
Kidder Matthews
AƩn: Stephen Madigan
Title: Senior Vice President
Address: 5 Park Plaza, Suite 1700 Irvine, CA
92614
Phone: 949-533-1168
Fax:

Email: [email protected]
FederalID No.:

BrokerDRE License#:

AgentDRE License#: 01334425
AIRCRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng. 33 ________ ________
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ADDENDUMTOLEASE
Date: May 1, 2024
ByandBetween
Lessor: The City of Garden Grove
Lessee: Toscano Financial Services, Inc
PropertyAddress: 12966 Euclid Street, Suite 500, Garden Grove, CA 92840 (streetaddress, city,state, zip)
Paragraph: 50-51
Inthe eventof any conﬂictbetween theprovisions ofthis Addendum andthe printedprovisions oftheLease, thisAddendum shallcontrol.

AIRCRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng.

50.LesseeshallleasethePremisesinitscurrentas-isconditionexceptthatLessorshallprofessionallycleanthecarpet andensurethatallbuildingsystemsinthePremisesareingoodworkingorder.

51.Taxes-Lessorisamunicipalityexemptfrompropertytaxation.However,RevenueandTaxationCode107and107.6 createapossessorytaxassessedupontenantsbasedontheleaseholdinterestinLessor’sproperty.Lessorwillendeavorto havealltaxbillsdeliveredtoLessorandLessorwillpaytaxbillsassesseduponTenant’sleaseholdinterest.Intheevent thattheCountyAssessordeliversthetaxbilltoTenant,TenantagreestoremitthetaxbilltoLessorforpayment. 34 ________ ________
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RENTADJUSTMENT(S)
(ORIGINALTERM)

STANDARDLEASEADDENDUM
Dated: May 1, 2024
ByandBetween
Lessor: The City of Garden Grove
Lessee: Toscano Financial Services, Inc
PropertyAddress: 12966 Euclid Street, Suite 500, Garden Grove, CA 92840 (streetaddress, city,state, zip)
Paragraph: 52
Themonthly BaseRent duringtheOriginal Termof theLease shallbeincreased byusing themethod(s)selected below(check method(s)tobe usedand ﬁllin appropriately):

I. Consumer PriceIndex.
a. The monthlyBaseRentshallbe increasedon and every months thereaŌer duringtheOriginal Term("CPI Increase Date(s)")commensurate withthe increaseinthe CPI(as herein deﬁned) determinedasfollows: the monthlyBaseRent scheduledfor the ﬁrstmonth ofthe Original Termshall be mulƟplied bya fracƟon thedenominator ofwhich istheBase CPI(as herein deﬁned),and thenumerator ofwhichis theComparison CPI(as herein deﬁned). Theamount socalculatedshall consƟtutethe newBase Rent unƟlthe nextCPI IncreaseDate,but inno eventshallany suchnew BaseRent belessthan the BaseRent forthe monthimmediatelypreceding theapplicable CPIIncrease Date. b. Theterm "CPI"shallmean theConsumer PriceIndexof theBureau ofLabor StaƟsƟcs ofthe U.S.Department ofLaborfor (selectone): CPIW (UrbanWage Earnersand ClericalWorkers)or CPI U(AllUrban Consumers),for (ﬁllinUrban Area): or theareain whichthe Premisesis located,All Items(1982-1984 =100). Theterm "ComparisonCPI" shallmeanthe CPIof thecalendarmonth whichis 2fullmonths priorto theapplicable Original TermCPI IncreaseDate. Theterm "BaseCPI" shallmean theCPIof thecalendar monthwhichis 2full monthspriorto theCommencement Dateof theOriginalTerm. c. Ifthe compilaƟonand/or publicaƟon ofthe CPIistransferred toanother governmentaldepartment, bureauoragency oris disconƟnued,theninstead theindex mostnearly thesameas theCPI shallbe usedtocalculate theBase Rentincreaseshereunder. If the ParƟescannot agreeon such alternaƟve index,thenthe maƩershall be submiƩed fordecisionto theAmerican ArbitraƟon AssociaƟon inaccordancewith thethen rulesofsaid associaƟonand thedecisionof thearbitrators shallbe bindingupon the parƟes,with thecost ofsuch arbitraƟonbeingpaid equallyby the ParƟes.

II. Fixed Percentage. ThemonthlyBase Rentshall beincreasedon andevery months thereaŌerduring theOriginalTerm ("PercentageIncrease Date(s)")by percent ( %) ofthemonthly BaseRent scheduledtobe paidfor themonthimmediately precedingthe applicablePercentage IncreaseDate.

III. FixedRentalAdjustment(s) ("FRA").

Themonthly BaseRent shallbeincreased tothe followingamounts onthedates setforth below:

On (ﬁll inFRA AdjustmentDate(s)): Thenew BaseRent shallbe:

Months 01-12* $6,507.15*
Months 13-24 $6,702.36
Months 25-36 $6,903.43
Months 37-48 $7,110.56
Months 49-60 $7,323.88
Months 61-62 $7,543.60
*BaseRentshallbefullyabatedinmonthtwo(2)and
three(3)oftheinitialLeaseTerm.

BROKER'SFEE: For eachadjustmentin BaseRent speciﬁedabove, theBrokersshall bepaid aBrokerageFee inaccordance withparagraph15 ofthe Leaseor if applicable,paragraph 9of theSublease.
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STANDARDOFFICELEASE

FLOORPLAN
PropertyAddress: 12966 Euclid Street, Suite 500, Garden Grove, CA 92840 37 ________ ________
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RULESANDREGULATIONSFOR

STANDARDOFFICE LEASE
Date: May 1, 2024
ByandBetween
Lessor: The City of Garden Grove
Lessee: Toscano Financial Services, Inc
PropertyAddress: 12966 Euclid Street, Suite 500, Garden Grove, CA 92840 (streetaddress, city,state, zip)

GENERALRULES

1. Lesseeshall not suﬀer orpermitthe obstrucƟonof anyCommonAreas, includingdriveways, walkwaysandstairways.

2. Lessorreserves theright torefuseaccess toany personsLessorin goodfaith judgestobe athreat tothe safetyand reputaƟon ofthe Projectandits occupants.

3. Lesseeshall notmake orpermitany noiseor odorsthatannoy orinterfere withotherlessees orpersons havingbusiness withintheProject.

4. Lesseeshall notkeep animalsorbirds withinthe Project,andshall notbring bicycles,motorcyclesor othervehicles intoareas notdesignatedas authorizedfor same.

5. Lesseeshall notmake, suﬀerorpermit liƩerexcept inappropriatereceptacles forthat purpose.

6. Lesseeshall notalter anylockor installnew or addiƟonallocks orbolts.

7. Lesseeshall beresponsible fortheinappropriate useof anytoiletrooms, plumbingor other uƟliƟes. Noforeign substancesof anykindare tobe insertedtherein.

8. Lesseeshall notdeface thewalls, parƟƟons orother surfacesofthe Premisesor Project.

9. Lesseeshall not suﬀer orpermitanything inor aroundthePremises orBuilding thatcausesexcessive vibraƟonor ﬂoorloading inanypart ofthe Project.

10. Furniture, signiﬁcantfreight andequipment shallbemoved intoor outofthe buildingonly withtheLessor's knowledgeand consent,and subjecttosuch reasonable limitaƟons, techniquesand Ɵming,asmay bedesignated byLessor. Lesseeshall beresponsible foranydamage tothe OﬃceBuildingProject arisingfrom anysuch acƟvity.

11. Lessee shallnot employany serviceorcontractor forservices orworkto beperformed intheBuilding, exceptas approvedby Lessor.

12. Lessor reservesthe rightto closeandlock theBuilding onSaturdays, Sundaysand BuildingHolidays, andon otherdays betweenthehours of 6:00 P.M.and 8:00 A.M. ofthefollowing day. IfLessee usesthePremises duringsuch periods,Lesseeshall beresponsible forsecurelylocking anydoors itmay haveopened forentry.

13. Lessee shallreturn allkeysatthe terminaƟon ofits tenancyandshall beresponsible forthecost ofreplacing anykeysthatarelost.

14. No windowcoverings, shadesor awningsshallbe installedor usedbyLessee.

15. No Lessee,employee orinvitee shallgoupon theroof oftheBuilding.

16. Lessee shallnot suﬀeror permitsmokingor carryingof lightedcigarsor cigareƩesin areasreasonablydesignated byLessor orby applicablegovernmental agenciesas non-smokingareas.

17. Lessee shallnot useany methodof heaƟng orair condiƟoningotherthan asprovided byLessor.

18. Lessee shallnot install,maintain oroperateany vendingmachines uponthePremises withoutLessor's wriƩenconsent.

19. The Premisesshall notbe usedforlodging ormanufacturing, cookingorfood preparaƟon.

20. Lessee shallcomply withall safety, ﬁre protecƟon and evacuaƟon regulaƟonsestablishedby Lessoror anyapplicablegovernmental agency.

21. Lessor reservesthe rightto waiveanyone ofthese rulesor regulaƟons, and/oras toanyparƟcular Lessee,and anysuch waivershallnot consƟtutea waiverof anyother ruleor regulaƟonorany subsequent applicaƟon thereofto suchLessee.

22. Lessee assumesall risksfrom theŌorvandalism andagrees tokeepits Premiseslocked asmaybe required.

23. Lessor reservesthe rightto makesuchother reasonablerules and regulaƟonsas itmay from Ɵmeto Ɵmedeem necessaryfor theappropriate operaƟon and safetyof theProject anditsoccupants. Lessee agreesto abidebythese andsuch rulesand regulaƟons.

PARKINGRULES

1. Parkingareas shallbe usedonlyfor parkingby vehiclesnolonger thanfull size,passengerautomobiles hereincalled "PermiƩedSize Vehicles."Vehiclesother than PermiƩed SizeVehicles arehereinreferred toas "OversizedVehicles."

2. Lessee shallnot permitorallow anyvehicles thatbelongto orare controlledbyLessee orLessee's employees,suppliers, shippers,customers,or inviteesto be loaded,unloaded, orparked inareasother thanthose designatedby Lessorforsuch acƟviƟes.

3. Parking sƟckers or idenƟﬁcaƟon devicesshallbe theproperty ofLessorand bereturned toLessorby theholder thereofupon terminaƟonofthe holder'sparking privileges. Lesseewill paysuchreplacement chargeas isreasonably establishedbyLessor forthe lossofsuch devices.

4. Lessorreserves theright torefusethe saleof monthly idenƟﬁcaƟondevices toany personor enƟty thatwillfully refusesto complywiththe applicablerules, regulaƟons,laws and/oragreements.

5. Lessorreserves theright torelocateall ora partofparking spacesfrom ﬂoorto ﬂoor,withinone ﬂoor ,and/or toreasonablyadjacent oﬀsite locaƟon(s), andto reasonablyallocate thembetween compactandstandard sizespaces, aslong asthesame complieswith applicablelaws,ordinances and regulaƟons.

6. Usersof theparking areawillobey allposted signsandpark onlyin theareasdesignated forvehicle parking.

7. Unlessotherwise instructed,every personusingthe parkingarea isrequiredto parkand lockhisown vehicle. Lessorwill notberesponsible forany damageto vehicles,injury topersons orlossof property,all ofwhich risksareassumed bythe partyusingthe parkingarea.

8. ValidaƟon,if established,will bepermissibleonly bysuch methodormethods asLessor and/oritslicensee mayestablish atratesgenerallyapplicableto visitor 38 ________ ________
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parking.

9. Themaintenance, washing,waxing orcleaningof vehiclesin theparkingstructure orCommon Areasisprohibited.

10. Lessee shallbe responsiblefor seeingthatall ofits employees,agentsand inviteescomply withtheapplicable parkingrules, regulaƟons,laws andagreements.

11. Lessorreserves theright tomodifythese rulesand/or adoptsuchother reasonableand non-discriminatoryrulesand regulaƟonsas itmay deemnecessaryfor theproper operaƟonof theparkingarea.

12. Suchparking useas ishereinprovided isintended merelyasa licenseonly andnobailment isintended orshall becreatedhereby.

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EXHIBIT–FORREFERENCE(TobecompletedfollowingtheCommencementDate)

COMMENCEMENTDATEMEMORANDUM
Date:

ByandBetween
Lessor: The City of Garden Grove
Lessee: Toscano Financial Services, Inc
PropertyAddress: 12966 Euclid Street, Suite 500, Garden Grove, CA 92840 (streetaddress, city,state, zip)
THIS MEMORANDUM, made as of by and between The City of Garden Grove ("Lessor") and Toscano Financial Services, Inc ("Lessee").

Recitals:

Lessor and Lessee are parƟes to that certain Lease, dated for reference purposes May 1, 2024 (the "Lease") for certain premises (the "Premises") commonly known as (street address, city, state, zip) 12966 Euclid Street, Suite 500, Garden Grove, CA 92840 .

Lessee is now in possession of the Premises and the Term of the Lease has commenced.

Lessor and Lessee desire to enter into this Memorandum conﬁrming the Commencement Date, the ExpiraƟon Date and other maƩers under the Lease.

NOW, THEREFORE, Lessor and Lessee agree as follows:

1. The actual Commencement Date is .

2. The actual ExpiraƟon Date is .

3. TheBase Rentshall beadjustedon thedates indicatedasfollows: (strike ifnot applicable)

4. Other: (strikeif notapplicable)

5. Capitalizedterms not deﬁned hereinshallhave thesame meaningasset forthin theLease. Signaturesto thisMemorandum accomplishedbymeans of electronicsignature orsimilar technologyshallbe legaland binding.

INWITNESS WHEREOF,the parƟesheretohave causedthis Agreementto beexecutedas ofthe dateandyear ﬁrstabove wriƩen.

ByLessor
The City of Garden Grove
By:

NamePrinted:

Title:

Phone:

Fax:

Email:

By:

NamePrinted:

Title:

Phone:

Fax:

Email:

Address:

FederalID No.:

ByLessee
Toscano Financial Services, Inc
By:

NamePrinted:

Title:

Phone:

Fax:

Email:

By:

NamePrinted:

Title:

Phone:

Fax:

Email:

Address:

FederalID No.:

AIRCRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng. 40 Item 217/2024
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: Chief El-Farra
Dept:

City Manager Dept: Police
Date: 5/14/2024

Subject: Approval of a Lease Extension Agreement with Glen A. Wilson for property located at 11554 Salinaz Avenue, Garden Grove to store property and evidence acquired by the Police Department. (Action Item)

OBJECTIVE

To obtain City Council approval to extend a lease agreement with Glen A. Wilson for a building used to store property and evidence acquired by the Police Department.

DISCUSSION

The current lease agreement expires June 30, 2024, and the Police Department wishes to extend the agreement for an additional three (3) years, through June 30, 2027. The agreement includes a one-year option to renew, which would allow the Department to extend the lease through June 30, 2028.

The new Police Department building is estimated to be complete in 2026 ; however, the Department anticipates that it will take some time to review, dispose of, process, move, etc. all of the items currently stored at the Salinaz location. The goal is to have everything moved prior to June 30, 2027, but the ad ditional one -year option is available should there be any delays.

FINANCIAL IMPACT

For fiscal year 2024 -25, the cost of the agreement will be $4,860 per month ($58,320/year). Beginning in FY 2025 -26, the lease cost will increase by the greater of three (3%) percent or the Cost of Living as measured by the Consumer Price Index- All Items (1982-84=100) March, 2024 versus March, 2025 and will increase each year thereafter for the term of the agreement.

The Police Department’s FY 2024 -25 operating budget incl udes funding for this contract. However, continued funding from the General Fund will need to be appropriated for succeeding years through the regular budgeting process.

RECOMMENDATION
41 Item 217/2024

Page 2 of 2 ends

It is recommended that the City Council:
 Approve the attached Lease Extension Agreement with Glen A. Wilson for the property located at 11554 Salinaz Avenue, Garden Grove to store property and evidence acquired by the Police Department; and
 Appropriate additional funds from the General Fund to a ccommodate future years’ cost through budget adoption; and
 Authorize the City Manager to execute the lease agreement on behalf of the City, and make minor modifications thereto as needed; and
 Authorize the City Manager to execute future amendments to the contract, including the authorization to enter into the options years, providing sufficient funds are available

ATTACHMENT:

1. Salinaz Lease Extension-Proposed_2024-2027

42 43
Item 83/2024
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: William E. Murray
Dept:

City Manager Dept: Public Works
Date: 5/14/2024

Subject: Authorization of the issuance of a purchase order to National Auto Fleet Group for one (1) Gate Valve Truck and one (1) Gate Valve Machine. (Cost: $ 184,991.91)(Action Item)

OBJECTIVE

To secure City Council authorization for the purchase of one (1) new Gate Valve Truck and one (1) new Gate Valve machine from National Auto Fleet Group through the Sourcewell competitive bid program, Contract #091521-NAF.

BACKGROUND

The Public Works Department’s Water Services Division has a water gate valve maintenance program. Under this program, gate valves must be exercised and replaced to ensure proper operation of the distribution system. Gate valves are used for the purpose of isolating water shut down areas during emergencies, capital projects, routine maintenance and for water quality purposes. Over the past few years, staff has identified the needs for replacing certain gate valves to ensure performance. Accordingly, staff recommends purchasing one (1) Gate Valve Machine and one (1) Gate Valve Truck. The truck will be solely dedicated towards the gate valve maintenance program and water shut downs. Both the gate valve machine and the truck were approved during the fiscal years 2023 through 2025 biennial budget adoption process.

DISCUSSION

Experience has shown that the City’s buying power is enhanced through joining with other public agencies to purchase fleet vehicles and equipment. Sourcewell nationally solicits, evaluates and awards contracts through a competitive bid process. As a member of Sourcewell, the City is able to utilize bid awards for equipment purchases.

Staff recommends piggybacking on the results of a recent Sourcewell competitive bid program, Contract #091521 -NAF. The results deemed National Auto Fleet Group as the lowest responsive bid.

44 Item 83/2024

Page 2 of 2 ends

National Auto Fleet Group:

One (1) Gate Valve Truck and One (1) Gate Valve Machine, total cost: $184,991.91*

* This price includes all applicable tax and destination charges.

FINANCIAL IMPACT

There is no impact to the General Fund. The cost of $184,991.91 to purchase the gate valve machine and the truck is included in the Water Utility enterprise fund's Fiscal Year 2023 -24 adopted budget.

RECOMMENDATION

It is recommended that the City Council:

 Authorize the Finance Director to issue a purchase order in the amount of $184,991.91 to National Auto Fleet Group for the purchase of one (1) Gate Valve Truck and one (1) Gate Valve Machine.

By: Samuel Kim, P.E., Deputy Public Works Director/Water Services Manager

ATTACHMENT:

1. Quote

45 46
47 48
49 50
51 52
53 54
55 56
57 58
59 Item 208/2024
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: William E. Murray
Dept:

City Manager Dept: Public Works
Date: 5/14/2024

Subject: Authorization of the issuance of a purchase order to South Bay Foundry, Inc. for gate valve lids. (Cost: $64,162.50) (Action Item)

OBJECTIVE

To receive City Council approval authorizing the Finance Director to issue a purchase order to South Bay Foundry, Inc., IFB S-1319-A, for the bulk purchase of 600 gate valve lids.

BACKGROUND

The Public Works Department’s Water Services Division has a water gate valve maintenance program. Under this program, gate valves lids are replaced to ensure proper operation of the distribution system. Gate valves are used for the purpose of isolating water shut down areas during emergencies, capital projects, routine maintenance and for water quality purposes.

The City periodically purchases and maintains a readily available supply of the gate valve lids stored in Central Stores for the use by the Water Distribution Staff within the Water Services Division. These gate valve lids are used for the active water gate valve maintenance program and to replace defective gate valve lids. Once replaced, the retired units will be sold at the current scrap metal market value. The 600 units must be purchased at one time in order to secure set pricing.

DISCUSSION

IFB S-1319-A was advertised on Februa ry 7, 2024. The proposal document was posted on the City’s Planet Bids on-line bidding portal. Six (6) bids were received. The bid results are as follows:

Company Name Total Bid Amount
Archie Supply LLC $55,071.00
South Bay Foundry, Inc. $64,162.50
United Water Works $69,708.75
Famcon Pipe & Supply, Inc. $71,611.88
LBIW, Inc. $82,182.38
Global Builders Inc. $98,130.89

60 Item 208/2024

Page 2 of 2 ends

South Bay Foundry, Inc. was the lowest responsive bidder that met the bid specifications and requirements.

FINANCIAL IMPACT

The one -time cost for the purchase of 600 gate valve lids is $64,162.50. Funds for this purchase are available in the FY 2023-24 Water Enterprise fund’s adopted budget. There is no impact to the General Fund.

RECOMMENDATION

It is recommended that the City Council:

 Authorize Finance Director to issue a purchase order to South Bay Foundry, Inc., in the amount of $64,162.50 for the bulk purchase of gate valve lids .

By: Samuel Kim, P.E., Deputy Public Works Director/Water Services Manager

ATTACHMENT:

1. South Bay Foundry, Inc. bid

61 62
63 64
65 66
67 68
Item 212/2024
City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: William E. Murray
Dept:

City Manager Dept: Public Works
Date: 5/14/2024

Subject: Award a contract to National Pools Inc., for Bid S-1324 Eastgate Park Swimming Pool Improvement Project. (Cost: $200,975) (Action Item)

OBJECTIVE

For the City Council to award National Pools Inc. a contract for the Eastgate Park Swimming Pool Improvement Project, which will replace the existing swimming pool plaster and deck coping that has degraded over the years. The final contract price will include $168,475 for furnishing and installing new pool plaster plus a bid altern ate in the amount of $32,500 for furnishing and installing new pool skimmers, for a total contract price of $200,975.

BACKGROUND

The Public Works Parks Maintenance Section is responsible for maintaining three municipal pools in the City. These swimming pools are used throughout the year and are visited by many residents for swimming instruction classes and recreational swimming. The Gary Hall swimming pool at Eastgate Park is a heavily-used swimming pool during the summer months (May-September), and it is staffed by a certified pool maintenance operator to maintain pool chemistry and infrastructure.

DISCUSSION

It is paramount to re move and replace the existing plaster, as it has been in place for over fifteen years. Additionally, the recommended life span of swimming pool plaster is anywhere from ten to fifteen years per industry standards. Currently, the swimming pool plaster is pitted, and it is in need of prompt repairs.

The City requested bids for subject project (Bid S-1324), and the following are the results:

Company Name Bid Amount Alternate TOTAL BID
1 National Pools, Inc. $168,475.00 $32,500.00 $200,975.00 2 Ultimate Pool Remodeling,
Inc.
$225,910.00 $27,500.00 $253,410.00
3 California Waters
Development Inc.
$251,566.00 $31,128.00 $282,694.00

69 Item 212/2024

Page 2 of 2 ends

The project will remove and replace the pool plaster, furnish and install new concrete pool coping, and furnish and install pool skimmers. The Project is expected to be completed before the start of the summer season.

FINANCIAL IMPACT

There is no impact to the General Fund. The Community Services Department has allocated project funding in the Fiscal Year 2023-24 budget (GL 2143101280 – JL CP1181000).

RECOMMENDATION

It is recommended that the City Council:
 Award a contract for Bid S-1324 to National Pools Inc., for the Eastgate Park Swimming Pool Improvement Project to replace the swimming pool plaster and deck coping for the Gary Hall pool at Eastgate Park, in the not -to-exceed amount of $200,975. This total amount includes the bid alternate pricing for furnishing and installing pool skimmers; and
 Authorize the City Manager to sign the contract on behalf of the City, and make minor modifications as appropriate thereto.

ATTACHMENTS:

1. S-1324 Bid Results

2. National Pools Inc - Contractor Proposal

3. Contract

70 Company Name Bid Amount Alternate TOTAL BID
1 National Pools, Inc. $168,475.00 $32,500.00 $200,975.00 2 Ultimate Pool Remodeling, Inc. $225,910.00 $27,500.00 $253,410.00 3 California Waters Development Inc. $251,566.00 $31,128.00 $282,694.00 IFB S-1324

EASTGATE POOL PROJECT
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1 CONSTRUCTION AGREEMENT

THIS AGREEMENT is made this _____day of_____________,2024 by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY"), and National Pools, Inc., hereinafter referred to as ("CONTRACTOR").

This Agreement is entered into pursuant to Garden Grove COUNCIL AUTHORIZATION, DATED ____________________.

CITY desires to utilize the services to Furnish All Labor, Material and Equipment for the Eastgate Park Swimming Pool Improvements Project located at 12001 Saint Mark Street, Garden Grove CA, per the bid specification and IFB S-1324.

CONTRACTOR is qualified by virtue of experience, training, education, and expertise to accomplish services.

WHEREAS, CITY has solicited bids for a capital improvement project, hereinafter referred to as “PROJECT," more fully described as EASTGATE PARK POOL IMPROVEMENTS, IFB No.

S-1324 in the City of Garden Grove; and

CONTRACTOR has been selected to perform said services,

NOW, THEREFORE, in consideration of the promises and agreements here inafter made and exchanged, the parties covenant and agree as follows:

1. STATEMENT OF WORK ACCEPTANCE OF RISK
CONTRACTOR shall complete and construct the PROJECT pursuant to this Agreement and the Contract Documents (as hereinafter defined) and furnish, at its own cost and expense, all labor, plans, tools, equipment, supplies, transportation, utilities and all other items, services and facilities necessary to complete and construct the PROJECT in a good and workmanlike manner.

CONTRACTOR agrees to fully assume the risk of all loss or damage arising out of the nature of the PROJECT, during its progress or prior to acceptance by CITY, from the action of the elements, from any unforeseen difficulties which may arise or be encountered in the prosecution of work, and for all other risks of any description in connection with the work, including, but not limited to, all expenses incurred by or in consequence of the suspension or discontinuance of work, except such as are herein expressly stipulated to be borne by CITY, and for well and faithfully completing the work within the stipulated time and in the manner shown and described in this Agreement, and in accordance with the requirements of CITY for the compensation set forth in the accepted bid proposal.

2. ACCEPTANCE OF CONDITIONS OF WORK PLANS AND

SPECIFICATIONS

CONTRACTOR acknowledges that it is fully familiar with all the terms, conditions and obligations of this Agreement and the Contract Documents (as defined below in this Section), the location of the job site, and the conditions under which the work is to be performed, and that it enters into this Agreement based upon its thorough investigation of all such matters and is relying in no way upon any opinions or representations of CITY.

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It is agreed that the Contract Documents are incorporated into this Agreement by this reference, with the same force and effect as if the same were set forth at length herein, and that CONTRACTOR and its subcontractors, if any, shall be bound by the Contract Documents insofar as they relate in part or in any way, directly or indirectly, to the work covered by this Agreement.

"Contract Documents" as defined herein mean and include:

A. This Agreement;
B. Bonds covering the work herein agreed upon;
C. The particular Plans, Specifications, Special Provisions and Addenda applicable to the PROJECT. Anything mentioned in the Specifications and not indicated in the Plans or indicated in the Plans and not mentioned in the Specifications, shall be of like effect as if indicated and mentioned in b oth. In case of a discrepancy between any Plans, Specifications, Special provisions, or Addenda, the matter shall be immediately submitted by CONTRACTOR to the Department of Community Services of CITY (hereinafter referred to as "DCS"), and CONTRACTOR shal l not attempt to resolve or adjust the discrepancy without the decision of DCS, save only at its own risk and expense.

Should there be any conflict between the terms of this Agreement and the bid or proposal of CONTRACTOR, then this Agreement shall control and nothing herein shall be considered as an acceptance of the terms of the bid or proposal which is in conflict herewith.

3. COMPENSATION

CITY agrees to pay and CONTRACTOR agrees to accept as full compensation for the faithful performance of this Agreement, subject to any additions or deductions made under the provisions of this Agreement or the Contract Documents, a sum not to exceed $200,975.00 as set forth in Attachment “B” Bid Schedule, and is incorporated herein by reference. This not to exceed amount includes the base bid amount of $168,475.00 plus the bid alternate amount of $32,500.00.

4. COMMENCEMENT OF PROJECT

CONTRACTOR agrees to commence the PROJECT within ten (10) working days after the Notice to Proceed is issued and diligently prosecute the PROJECT to completion within Thirty (30) working days from the day the Notice to Proceed is issued provided for in this Agreement.

Demolition = 7 working days

Construction; New Main Suction Anti-Entrapment Drains, Install Pool Plaster, Precast Concrete Coping, Waterline, Step, Depth and No Diving Tiles, Metal Hand Rails, Grab Rails, Pool Fittings, Steps = 23 working days

5. TIME OF THE ESSENCE

The parties hereto recognize and agree that time is of the essence in the performance of this Agreement and each and every provision of the Contract Documents.

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CONTRACTOR shall prepare and obtain approval as required by the Contract Documents for all shop drawings, details and samples, and do all other things necessary and incidental to the prosecution of its work in conformance with the progress schedule set forth in the Contract Documents. CONTRACTOR shall coordinate its wo rk with the work of all other contractors, subcontractors, and CITY forces working on the PROJECT in a manner that will facilitate the efficient completion of the PROJECT and in accordance with the terms and provisions of this Agreement. CITY shall have co mplete control of the premises on which the work is to be performed and shall have the right to decide the time and order in which the various portions of the work shall be performed and the priority of the work of other contractors, subcontractors and CIT Y forces and, in general, all matters concerning the timely and orderly conduct of the work of CONTRACTOR on the premises.

6. CHANGES

CONTRACTOR shall adhere strictly to the plans and specifications set forth in the Contract Documents unless a change therefrom is authorized in writing by DCS.

CONTRACTOR agrees to make any and all changes, furnish materials and perform all work necessary within the scope of the PROJECT as DCS may require in writing. Under no condition shall CONTRACTOR make any changes w ithout the prior written order or acceptance of DCS, and CITY shall not pay any extra charges made by CONTRACTOR that have not been agreed upon in writing by DCS.

When directed to change the work, CONTRACTOR shall submit immediately to DCS a written cost proposal reflecting the effect of the change. Should DCS not agree to such cost proposal, the work shall be performed according to the changes ordered in writing by DCS and the proper cost thereof shall be negotiated by the parties upon cost and pricing data submitted by CONTRACTOR; thereupon, CITY will promptly issue an adjusted change order to CONTRACTOR and the Agreement price will be adjusted upward or downward accordingly.

7. NOTICE TO PROCEED

No work, services, material, or equipment shall be performed or furnished under this Agreement unless and until a Notice to Proceed has been given to CONTRACTOR by CITY. CITY does not warrant that the work will be available on the date the Notice to Proceed is issued. In the event of a delay in commencement of the work due to unavailability of the job site, for any reason, relief to CONTRACTOR shall be limited to a time extension equal to the delay due to such unavailability.

8. BONDS

CONTRACTOR shall, prior to entering into performance of this Agreement, furnish a performance bond, on the CITY's bond form in the amount of one hundred percent (100%) of the Contract price, to guarantee the faithful performance of the work, and a payment bond, on the CITY's form in the amount of one hundred percent (100%) of the Contract price, to guarantee payment of all claims for labor and materials furnished. Bonds submitted on any form other than the CITY's form will be rejected. The required bonds shall be from a surety licensed to do business in the State of California and with a current A.M. Best's rating of A-, VII. This Contract shall not become effective until such bonds are supplied and approved by the CITY.

In addition, CONTRACTOR shall submit to CITY a bond in the amount of one hundred percent (100%) of the final Agreem ent price, including all change orders, to 99 4
warrant such performance for a period of one (1) year after CITY's acceptance thereof within ten (10) days of filing of the Notice of Completion.

9. WARRANTIES

The CONTRACTOR agrees to perform all work under this Contract in accordance with the CITY’s designs, drawings and specifications.

The CONTRACTOR guarantees for a period of one (1) year from the date of the notice of completion of the work that the completed work is free from all defects due to faulty materials, equipment or workmanship and that he shall promptly make whatever adjustments or corrections which may be necessary to cure any defects, including repairs or any damage to other parts of the system resulting from such defects. The CITY shall promptly give notice to the CONTRACTOR of observed defects. In the event that the CONTRACTOR fails to make adjustments, repairs, corrections or other work made necessary by such defects, the CITY may do so and charge the CONTRACTOR the cost incurred. The performance bond shall remain in full force and effect through the guarantee period.

The CONTRACTOR'S obligations under this clause are in addition to the CONTRACTOR'S other express or implied assurances of this Contract or state law and in no way diminish any other rights that the CITY may have against the CONTRACTOR for faulty materials, equipment or work.

10. INDEPENDENT CONTRACTOR

It is understood and agreed that CONTRACTOR is, and shall be, acting at all times hereunder as an independent contractor and not an employee of CITY. CONTRACTOR shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for CONTRACTOR a nd its officers, agents and employees and all business licenses, if any, in connection with the PROJECT and/or the services performed hereunder.

11. LIQUIDATED DAMAGES/DELAYS

It is agreed by the parties hereto that in case the total work called for hereunder is not in all parts and requirements finished or completed within the number of calendar days as set forth herein, damage will be sustained by CITY; and that it is, and would be, impractical and extremely difficult to ascertain and determine the actual damage which CITY would sustain in the event of and by reason of such delay. It is, therefore, agreed that CONTRACTOR will pay to CITY, as liquidated damages and not as a pena lty, the sum of One Thousand Dollars ($1,000.00) per each calendar days delay in completing the work in excess of the number of working/calendar days set forth herein, which represents a reasonable endeavor by the parties hereto to estimate a fair compensation for the foreseeable damages CITY would sustain in the event of and by reason of such delay; and CONTRACTOR agrees to pay these damages herein provided, and further agrees that CITY may deduct the amount thereof from any monies due or that may become due to CONTRACTOR hereunder.

CONTRACTOR will be granted an extension of time and will not be assessed damages for any portion of the delay in the completion of the work due to unforeseeable causes beyond the control and without the fault or negligence of CONTRACTOR, including, but not limited to, acts of God or of the public enemy, fire, floods, epidemics, quarantine restrictions, strikes, unsuitable weather, or delays of subcontractors due to such causes. 100
5 CONTRACTOR shall, within fifteen (15) days from t he beginning of any such delay (unless DCS shall grant a further period of time), notify DCS in writing of the cause of the delay and CITY shall extend the time for completing the work if, in its judgment, the findings of fact thereon justify the delay; and the decision of DCS shall be conclusive on the parties hereto.

Should CONTRACTOR be delayed in the prosecution or completion of the work by the act, neglect or default of CITY, or should CONTRACTOR be delayed by waiting for materials required by this Agreement to be furnished by CITY, or by damage caused by fire or other casualty at the job site for which CONTRACTOR is not responsible, or by the combined action of the workers, in no way caused by or resulting from default or collusion on the part of CONTRACTOR, or in the event of a lockout by CITY, then the time herein fixed for the completion of the work shall be extended by the number of days CONTRACTOR has thus been delayed, but no allowance or extension shall be made unless a claim therefor is presented in writing to CITY within fifteen (15) days of the commencement of such delay.

No claims for additional compensation or damages for delays, irrespective of the cause thereof, and including without limitation the furnishing of materials by CITY or delays by other contractors or subcontractors, will be allowed and an extension of time for completion shall be the sole remedy of CONTRACTOR.

12. DEMANDS FOR ADDITIONAL TIME OR MONEY
A. Definitions.
(1) "Change Order" means a document signed by the CONTRACTOR and CITY which authorizes an addition, deletion or revision in the work, or an adjustment in the Compensation under Section 3, or the Completion Time specified at Section 4. (2) "Demand" means a written demand for a Change Order by the CONTRACTOR for any of the following:

B. A time extension;
C. Payment of money or damages arising from work done by, or on behalf of, the CONTRACTOR pursuant to this Agreement and payment of which is not expressly permitted pursuant to Section 3 of this Agreement; D. Payment of an amount the CITY disputes;
E. Any disputes and other matters relating to the acceptability of the work performed or the interpretation of the Contract Documents; F. A request for a time extension or additional payment based upon differing site conditions, such as subsurface or latent physical conditions at the job site differing materially from those indicated in this Agreement or the Contract Documents, or unknown physical conditions at the job site, of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent to work of the PROJECT; or G. A request for a time extension or additional payment based upon acts of neglect by CITY or due to fires, floods, labor disputes, epidemics, abnormal weather conditions or acts of God.

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6 13. A Demand for a time extension or payment of money or damages may only be granted by a Change Order.

A. No Change Order may be granted except where the
Contractor has submitted a Demand to the DCS (or his or her written designee). All Demands shall be submitted promptly, but in no event later than thirty (30) days after the occurrence of the event giving rise to the Demand. The Demand shall be in writing and include all documents necessary to substantiate the Demand. The DCS shall act on the Demand within fifteen (15) days after receipt, including by requesting additional information from the CONTRACTOR to determine whether to approve the Change Order the Demand seeks. The DCS shall act on the Demand within fifteen (15) days after receipt of the additional information or within a period of time no greater than the time the CONTRACTOR took to produce the additional information requested, whichever is greater.

B. Notwithstanding the thirty (30) days to submit a Demand under Subparagraph C, in the case of differing or un known site conditions, immediately upon encountering the conditions, CONTRACTOR shall notify the DCS in writing of the conditions, so that the CITY may promptly investigate the conditions.

C. If the CONTRACTOR disputes the DCS's written response on the Demand, or the CITY fails to respond within the time prescribed, the CONTRACTOR may so notify the Community Services Director in writing, either within fifteen (15) days of receipt of the Community Services Director's response or within fifteen (15) days of the DCS's failure to respond within the time prescribed, respectively, and request an informal conference to meet and confer for settlement of the Demand. Upon the CONTRACTOR's request, the DCS shall schedule a meet and confer conference within thirty (30) days to seek to resolve.

D. CITY and CONTRACTOR shall execute appropriate
Change Orders covering changes to the time or price by executing the Change Order by mutual agreement. If the CITY and CONTRACTOR are unable to reach a mutual agreement, then the City Pr oject Manager shall issue a written decision on the claim within a reasonable time.

G. Following the meet and confer conference, if the Demand remains in dispute, the CONTRACTOR may file a claim with the City as provided in Chapter I (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the time the CONTRACTOR submits his or her Demand until the Demand is denied as a result of the meet and confer process, including any period of time utilized by the meet and confer process.

14. VARIATIONS IN ESTIMATED QUANTITIES

The quantities listed in the bid schedule will not govern final payment.

Payment to CONTRACTOR will be made only for the actual quantities of Agreement items used in construction of the PROJECT, in accordance with the plans and specifications. Upon completion of the PROJECT, if the actual quantities used are either more than or less than the quantities listed in the bid schedule, the bid price shall prevail subject to the provisions of this Section. DCS may, at its sole discretion, when warranted by the facts and circumstances, order an eq uitable adjustment, upwards or downwards, in payment to 102
7 CONTRACTOR where the actual quantities used in construction of the PROJECT are in variation to the quantities listed in the bid schedule. No claim by CONTRACTOR for an equitable adjustment in price or time for completion shall be allowed if asserted after final payment under this Agreement. If the quantity variation is such as to cause an increase in the time necessary for completion, DCS shall ascertain the facts and circumstances and make such adjust ment for extending the completion date as in its sole judgment the findings warrant.

15. PROGRESS PAYMENTS

Each month DCS will make an estimate in writing of the work performed by CONTRACTOR and the value thereof. From each progress estimate, five percent (5%) will be deducted and retained by CITY and the remainder of the progress estimate, less the amount of all previous payments since commencement of the work, will be paid to CONTRACTOR.

When CONTRACTOR has, in the judgment of DCS, faithfully executed f ifty percent (50%) or more of the value of the work as determined from the bid schedule, and if DCS finds that satisfactory progress has been and is being made, CONTRACTOR may be paid such sum as will bring the payments of each month up to one hundred percent (100%) of the value of the work completed since the commencement of the PROJECT, as determined in its sole discretion by DCS, less all previous payments and less all previous retained amounts.

CITY's final payment to CONTRACTOR, if unencumbered, or an y part thereof unencumbered, shall be made thirty (30) days after the acceptance of the work and the filing of a Notice of Completion by CITY. Provided, however, that in the event of a dispute between CITY and CONTRACTOR, CITY may withhold from the final p ayment an amount not to exceed 150 percent of the value of any disputed amount of work. Payments shall be made on demands drawn in the manner required by law, each payment to be accompanied by a certificate signed by DCS, affirming that the work for which payment is demanded has been performed in accordance with the terms of the Agreement and that the amount stated in the certificate is due under the terms of the Agreement. Partial payments on the contract price shall not be considered as an acceptance of any part of the work.

16. WITHHELD CONTRACT FUNDS SUBSTITUTION OF SECURITIES

At the request and at the sole cost and expense of CONTRACTOR, who shall retain beneficial ownership and receive interest, if any thereon, CITY shall permit the substitution and deposit therewith of securities equivalent to the amount of any monies withheld by CITY to ensure performance under the terms of this Agreement.

17. AFFIDAVITS OF SATISFACTION OF CLAIMS

After the completion of the work contemplated by this Agreement, CONTRACTOR shall file with DCS its affidavit stating that all workers and persons employed, all firms supplying materials and all subcontractors working upon the PROJECT have been paid in full and that there are no claims outstanding against the PROJECT for eit her labor or material, except certain items, if any, to be set forth in CONTRACTOR's affidavit covering disputed claims, or items in connection with Notices to Withhold, which have been filed under the provisions of the statutes of the State of California.

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8 18. WAIVER OF CLAIMS

The acceptance by CONTRACTOR of the payment of the final certificate shall constitute a waiver of all claims against CITY under or arising out of this Agreement.

19. RISK AND INDEMNIFICATION

All work covered by this Contract done at the site of construction or in preparing or delivering materials to the site shall be at the risk of CONTRACTOR alone.

CONTRACTOR agrees to save, indemnify and keep the CITY, its Officers, Agents, Employees, Engineers, and Consultants for this Contract, and all public agencies from whom permits will be obtained and their directors, Officers, Agents and Employees harmless against any and all liability, claims, judgments, costs and demands, including demands arising from injuries or death of persons (CONTRACTOR'S employees included) and damage to property, arising directly or indirectly out of the obligations herein undertaken or out of the operations conducted by CONTRACTOR, save and except claims or litigation arising through the active negligence or willful misconduct of CITY and will make good to reimburse CITY for any expenditures, including reasonable attorneys' fees CITY may incur by reason of such matters, and if requested by CITY, will defend any such suits at the sole cost and expense of CONTRACTOR.

20. INSURANCE

20.1 COMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a statement of obligation on the part of the carrier to notify the city of any material change, cancellation, or termination at least thirty (30) days in advance. A waiver of subrogation shall be provided by the insurer for each policy waiving subrogation against CITY, its officers, officials, employees, agents, and volunteers for this contract and all public agencies from whom permits will be obtained and their directors, officers, agents, and employees, as determined by the CITY, Claims made and modified occurrence policies shall not be accepted for any policy. All Subcontractors shall be required to provide and maintain the same insurances as required of CONTRACTOR under this contract. CONTRACTOR shall be required to collect and maintain all required insurances from all Subcontractors.

20.2 CONTRACTOR is aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for Workers’ Compensation or undertake self -insurance in accordance with the provisions of that Code, and will comply with such provision s before commencing the performance of the work of this Contract.

20.3 CONTRACTOR and all Subcontractors shall carry workers' compensation insurance for the protection of its employees during the progress of the work.

The insurer shall waive its rights of subrogation against the CITY, its officers, officials, employees, agents, and volunteers for this contract and all public agencies from whom permits will be obtained and their directors, officers, agents, and employees, as determined by the CITY, and shal l issue a waiver of subrogation.
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9 20.4 Before CONTRACTOR performs any work at, or prepares or delivers materials to, the site of construction, CONTRACTOR shall furnish:

Additional Insured Endorsements, ongoing and products -completed operations, for the Commercial General Liability policy, including mobile equipment and not excluding XCU. Endorsements shall designate CITY, its officers, officials, employees, agents, and volunteers for this contract and all public agencies from whom permits will be obtain ed and their directors, officers, agents, and employees, as determined by the CITY, as additional insured’s for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 2010, CG 2026, CG 20 33, or CG 20 38; and CG 2037) that conform to CITY’s requirements, as approved by the CITY. ( Claims made and modified occurrence policies are not acceptable; Insurance companies must be acceptable to CITY and have a minimum A.M. Best Guide rating of A-, class VII or better, as approved by CITY).

An Additional Insured Endorsement for an Automobile Liability policy and shall designate CITY, its officers, officials, employees, agents, and volunteers for this contract and all public agencies from whom permits will be obtained and their directors, officers, agents, and employees, as determined by the CITY, as additional insured’s for automobiles owned, leased, hired, or borrowed by the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance, as approved by the CITY. ( Claims made and modified occurrence policies are not acceptable; Insurance companies must be acceptable to CITY and have a minim um A.M. Best Guide rating of A -, class VII or better, as approved by CITY).

A Loss Payee Endorsement for the Course of Construction policy designating the City of Garden Grove as Loss Payee. ( Claims made and modified occurrence policies are not acceptable; Insurance companies must be acceptable to CITY and have a minimum A.M. Best Guide rating of A-, class VII or better, as approved by CITY).

In the event any of CONTRACTOR’S underlying policies do not meet policy limits as required here in, CONTRACTOR sh all provide the schedule of underlying polices for a follows form excess liability policy, state that the excess policy follows form on the insurance certificate, and an additional insured endorsement for the excess liability policy designating CITY, its officers, officials, employees, agents, and volunteers for this contract and all public agencies from whom permits will be obtained and their directors, officers, agents, and employees, as determined by the CITY, as additional insured’s. ( Claims made and m odified occurrence policies are not acceptable; Insurance companies must be acceptable to CITY and have a minimum A.M. Best Guide rating of A -, class VII or better, as approved by CITY).

For any claims related to this Project, the CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents, and volunteers for this contract and all public agencies from whom permits will be obtained and their directors, officers, agents, and employees, as determined by the CITY. Any insurance or self-insurance maintained by the 105
10 CITY, its officers, officials, employees, agents, and volunteers for this contract and all public agencies from whom permit s will be obtained and their directors, officers, agents, and employees, as determined by the CITY, shall be excess of the CONTRACTOR’s insurance and not contribute with it.

20.5 Before CONTRACTOR performs any work at, or prepares or delivers materials to, the site of construction, CONTRACTOR shall furnish:

CONTRACTOR shall maintain all of the foregoing insurance coverage in force until the work under this Contract is fully completed. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of CITY by CONTRACTOR under this Contract. Notwithstanding nor diminishing the obligations of CONTRACTOR with respect to the foregoing, CONTRACTOR shall subscribe for and maintain in full force and effect during the life of this Contract, the following insurance in amounts not less than the amounts specified and issued by a company admitted and licensed in California and having a Best's Guide Rating of A -Class VII or better (claims made and modified occurrence policies are not acceptable):

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11 Workers’ Compensation As required by the State of
California.

Employer’s Liability

Not less than $1,000,000 per
accident for bodily injury or disease.

Commercial General Liability
(including on-going operations,
products
- completed operations, and
mobile
equipment, and not excluding
XCU)

Not less than $5,000,000 per
occurrence for bodily injury,
personal injury and property
damage.

Automobile Liability, for all
automobiles
including non-owned and hired
vehicles

Not less than $5,000,000 combined
single limit for bodily injury and
property damage.

Professional Liability

Bailee Coverage

Not less than $1,000,000 per
occurrence for errors and omissions.

Full value of playground equipment/
property in the care, custody, and control
by CONTRACTOR.

Course of Construction

Completed value of the project with
no coinsurance penalty provisions.

Follows Form Excess Liability

Required for any underlying policy
that does not meet the underlying
policy limits required herein.

If contractor maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher limits otherwise maintained by the CONTRACTOR.

CITY or its representatives shall at all times have the right to inspect and receive a certified copy of all said policies of insurance, including certificates and endorsements at CONTRACTORS sole cost and expense. CONTRACTOR shall pay the premiums on the insurance hereinabove required.

21. CALIFORNIA PREVAILING WAGE LAW AND FEDERAL DAVIS-BACON ACT.

A. General Prevailing Rate. CITY has ascertained CONTRACTOR shall comply with all applicable requirements of Division 2, Part 7, Chapter 1 of the California Labor Code and all applicable federal requirements respecting the payment of prevailing wages. If the re is a difference between the minimum wage rates predetermined by the Secretary of Labor and the prevailing wage rates determined by the Director of the Department of Industrial Relations (DIR) for similar classifications of labor, the 107
12 CONTRACTOR and its Subcontractors shall pay not less than the higher wage rate. The DIR will not accept lower State wage rates not specifically included in the Federal minimum wage determinations. This includes "helper" (or other classifications based on hours of experience) or any other classification not appearing in the Federal Wage determinations.

Where Federal wage determinations do not contain the State wage rate determination otherwise available for use by the CONTRACTOR and Subcontractors, the CONTRACTOR and its Subcontractors shall pay not less than the Federal Minimum wage rate which most closely approximates the duties of the employees in question." B. Forfeiture for Violation. CONTRACTOR shall, as a penalty to the CITY, forfeit one hundred dollars ($100.00) for each calendar day or portion thereof for each worker paid (either by the CONTRACTOR or any subcontractor under it) less than the prevailing rate of per diem wages as set by the Director of Industrial Relations, in accordance with Sections 1770 1780 of the California Labor Code for the work provided for in this Contract, all in accordance with Section 1775 of the Labor Code of the State of California.

C. Apprentices. Section 1777.5, 1777.6 and 1777.7 of the Labor Code of the State of California, regarding the emplo yment of apprentices is applicable to this Contract and the CONTRACTOR shall comply therewith; provided, however, that this requirement shall not apply if and/or to the extent that the Contract of the general CONTRACTOR, or the contracts of specialty contr actors not bidding for work through a general or prime contractor involve less than thirty thousand dollars ($30,000.00).

D. Workday. In the performance of this Contract, not more than eight (8) hours shall constitute a day's work, and CONTRACTOR shall not require more than eight (8) hours of labor in a day from any person employed by him hereunder except as provided in paragraph (5.14.2) above. CONTRACTOR shall conform to Article 3, Chapter 1, Part 7 (Sections 1810 et seq.) of the Labor Code of the State of California and shall forfeit to the CITY as a penalty, the sum of twenty five Dollars ($25.00) for each worker employed in the execution of this Contract by CONTRACTOR or any subcontractor for each calendar day during which any worker is required or permitted to labor more than eight (8) hours in any one
E. Calendar day and forty (40) hours in any one week in violation of said Article. CONTRACTOR shall keep an accurate record showing the name and actual hours worked each calendar day and each calendar week by each worker employed by CONTRACTOR in connection with the Project.

F. Record of Wages: Inspection. CONTRACTOR agrees to maintain accurate payroll records showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by it in connection with the Project and agrees to require that each of its subcontractors does the same. The applicable CONTRACTOR or subcontractor or its agent having authority over such matters shall certify all payroll records as accurate. CONTRACTOR further agrees that its payroll records and those of its subcontractors shall be available to the employee or employee's rep resentative, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards and shall comply with all of the provisions of Labor Code Section 1776, in general. CONTRACTOR shall comply with all of the provisions of Labor Code Sec tion 1776, and shall submit payroll records to the Labor Commissioner pursuant to Labor Code section 1771.4(a)(3). The CONTRACTOR shall submit copies of certified payroll reports and cancelled checks for labors, every two weeks to the Project Manager. Certified payroll and cancelled checks submittals are due one month after start of construction and every two weeks thereafter. If the certified payroll and cancelled checks are not submitted, the CONTRACTOR will be notified that compliance is required within five 108
13 (5) working days or contract work must cease. The CITY will not be responsible for any delay or acceleration charges or any incurred costs or damages as a result of the work stoppage due to CONTRACTOR’s failure to comply. Work shall be ceased in an orderly, safe fashion with all vehicle access restored. Should this not occur, CITY will correct the deficiencies and deduct the cost from funds due to the CONTRACTOR. In addition, no progress payment shall be made until the copies of certified payroll reports and cancelled checks are submitted.

G. Contractor Registration. CONTRACTOR and its subcontractors must be registered with the California Department of Industrial Relations pursuant to Labor Code Section 1725.5. This Agreement shall not be effective until CONTRACTOR provides proof of registration to the CITY.

H. Posting of Job Site Notices. CONTRACTOR shall comply with the job site notices posting requirements established by the Labor Commissioner pursuant to Title 8, California Code of Regulations Section 16461(e) or other regulation promulgated pursuant to Labor Code Section 1771.4(a) (2).

I. Notice of DIR Compliance Monitoring and Enforcement. Pursuant to Labor Code Section 1771.4, this Project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations.

22. TERMINATION

This Contract may be terminated in whole or in part in writing by the CITY for its convenience, provided that the CONTRACTOR is given (1) not less than ten (10) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the terminating party prior to termination.

If termination for default or convenience is effected by the CITY, an equitable adjustment in the price provided for in this Contract shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other work, and (2) any payment due to the CONTRACTOR at the time of termination may be adjusted to cover any additional costs to the CITY because of the CONTRACTOR'S default.

Upon receipt of a termination action, the CONTRACTOR shall (1) promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by the CONTRACTOR in performing this Contract whether completed or in process.

Upon termination, the CITY may take over the work and may award another party an agreement to complete the work under this Contract.

23. DISPOSITION OF PLANS ESTIMATES AND OTHER DOCUMENTS

CONTRACTOR agrees that upon completion of the work to be performed hereunder, or upon expiration o r earlier termination of this Agreement, all original plans, specifications, drawings, reports, calculations, maps and other documents pertaining to this Agreement shall be delivered to CITY and become its sole property at no further cost.

109
14 24. NONASSIGNABILITY

CONTRACTOR shall not sell, assign, transfer, convey or encumber this Agreement, or any part hereof, or any right or duty created herein, without the prior written consent of CITY and the surety.

25. CITY EMPLOYEES AND OFFICIALS

CONTRACTOR shall employ no CITY official nor any regular CITY employee in the work performed pursuant to this Agreement. No officer or employee of CITY shall have any financial interest in this Agreement in violation of the California Government Code.

26. STOP NOTICES• RECOVERY OF ADMINISTRATIVE COSTS

CITY shall be entitled to all reasonable administrative costs and necessary disbursements arising out of the processing of Stop Notices, Notices to Withhold, or any similar legal document. This obligation shall be provide d for in the labor and materials payment bond required of CONTRACTOR. CITY may charge an administrative fee of One Hundred Dollars ($100) for every Stop Notice filed in excess of two (2), regardless of whether or not CITY is named in an action to enforce s uch stop notices. CITY may set off any unreimbursed cost or expense so incurred against any sum or sums owed by CITY to CONTRACTOR under this Agreement.

27. NOTICES

Any notices, certificates, or other communications hereunder shall be given either by personal delivery or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses specified below; provided that CITY and CONTRACTOR, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent:

TO CITY: TO CONTRACTOR:

City of Garden Grove National Pools, Inc.

ATTN: Purchasing and City Attorney ATTN: Cynthia, Zarate, Officer 13802 Newhope Street 15439 Monte Street
Garden Grove, CA 92843 Sylmar, CA 91342
(714) 741-5386 Phone (818)367-9340

28. SECTION HEADINGS

The titles, captions, section, paragraph, and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of maters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parti es or affect the construction or interpretation of any provision of this Agreement.

110
15 29. IMMIGRATION

CONTRACTOR shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply wit h the provisions of the Immigration Reform and Control Act of 1978 (8 USC Section 1324a) regarding employment verification.

30. ATTORNEY'S FEES

If any action at law or in equity is necessary to enforce or interpret the terms of this Contract, each shall bear its own attorneys' fees, costs and necessary disbursements.

Notwithstanding the foregoing, if any action is brought against the CONTRACTOR or any subcontractor to enforce a Stop Notice or Notice to Withhold, which named the CITY as a party to said action, the CITY shall be entitled to reasonable attorneys' fees, costs and necessary disbursements arising out of the defense of such action by the CITY. The CITY shall be entitled to deduct its costs for any Stop Notice filed, whether court action is involved or not.

31. INTERPRETATION OF THIS AGREEMENT

The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upo n any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

32. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the State of California and venue shall be in Orange County.

33. DUPLICATE ORIGINAL

The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.

34. CONSENT

Where CITYs consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be consent/approval to any subsequent occurrence of the same or any other transaction or event. 111
16 35. CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT

CONTRACTOR agrees to comply with all requirements and utilize fair employment practices in accordance with California Government Code Sections 12900 et seq.

36. SIGNATORIES

Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify CITY fully for any injuries or damages to CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

37. ENTIRETY

The foregoing set forth the entire Agreement between the parties. No waiver or modification of this Agreement shall be valid unless in writing duly executed by both parties.

The parties acknowledge and agree that they are ent ering into this Agreement freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representa tions, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on a ny representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement.

38. APPROPRIATIONS

This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.

\ \ \ \

(Agreement Signature Block on Next Page)

112

IN WITNESS THEREOF, these parties have executed this Project Agreement on the day and year shown below.

Date:________________________ "CITY”

CITY OF GARDEN GROVE

By: __________________________
City Manager

ATTEST:

_____________________________
City Clerk

Date:_________________________
"CONTRACTOR"
National Pools, Inc.

Contractor's State Lic. No._________

Expiration Date: ________________

By: __________________________

Title: _________________________

Date: _________________________

Tax ID No. _____________________

DIR Registration No.______________

If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate Seal
is required. If a partnership, Statement of
Partnership must be submitted to the CITY.

APPROVED AS TO FORM:

_____________________________
Garden Grove City Attorney
113

SECTION 6 - GENERAL CONDITIONS
INDEX

ARTICLE TITLE PAGE

1. GENERAL DESCRIPTION .............................................................................. 50

2. DEFINITIONS .................................................................................................. 50

3. LOCATION ....................................................................................................... 50

4. CONTRACT ..................................................................................................... 50

5. PERFORMANCE BOND ................................................................................. 50

6. RETENTION ..................................................................................................... 50

7. BEGINNING OF WORK .................................................................................. 50

8. TIME FOR COMPLETION ............................................................................... 50

9. LIQUIDATED DAMAGES ................................................................................ 51

10. STANDARD SPECIFICATIONS AND PLANS ................................................. 51

11. MATERIALS .................................................................................................... 51

12. LICENSES, PERMITS, REGULATIONS & ORDINANCES ............................. 51

13. WORK OUTSIDE REGULAR HOURS ............................................................ 51

14. ORDER OF WORK .......................................................................................... 52

15. PRECONSTRUCTION CONFERENCE .......................................................... 52

16. QUANTITIES OF WORK ................................................................................. 52

17. LEGAL RELATIONS & RESPONSIBILITY ...................................................... 53

18. PROSECUTION OF WORK ............................................................................ 53

19. EXAMINATION OF PREMISES ...................................................................... 53

20. TERMS OF CONSTRUCTION AS USED IN THESE SPECIFICATIONS........ 53

21. RECORD DRAWINGS .................................................................................... 53-54

22. SUBMITTALS .................................................................................................. 54

23. SUPERINTENDENCE OF LABOR AND COMPETENCY .............................. 54

24. PROTECTION AND INSURANCE .................................................................. 54

25. SUBCONTRACTORS ..................................................................................... 54

26. CLAIMS/LEGAL ACTIONS AGAINST THE CITY ............................................ 54

27. SATISFACTION OF LIENS ............................................................................. 55

28. DISPUTED WORK .......................................................................................... 55 114
SECTION 6 - GENERAL CONDITIONS (Continued)

INDEX (Continued)

ARTICLE TITLE PAGE(S)

19 29. CLEAN UP ....................................................................................................... 55

30. LEGAL HOLIDAYS ........................................................................................... 55

31. PAYMENTS ..................................................................................................... 55

32. PAYMENT OF TAXES ..................................................................................... 56

33. SCHEDULE OF CONSTRUCTION ................................................................. 56

34. SAFETY PROVISIONS ................................................................................... 56

35. GUARANTEE .................................................................................................. 56

36. ENGINEERING AND SURVEY CONTROL .................................................... 57

37. COORDINATION OF DOCUMENTS………………………………… ................ 57

38. RIGHT-OF-WAY .............................................................................................. 57

39. CONSTRUCTION SITE .................................................................................... 57-58

40. TESTS ............................................................................................................. 58

41. COMPLIANCE WITH LAW .............................................................................. 58

42. NO WAIVER OF CONDITIONS ...................................................................... 58

43. CORPORATE AUTHORITY ............................................................................ 58

44. MODIFICATION ............................................................................................... 58

45. WAIVER ........................................................................................................... 58

46. CALIFORNIA LAW ........................................................................................... 59

47. INTERPRETATION .......................................................................................... 59

48. PRESERVATION OF AGREEMENT ................................................................ 59

49. MUTUAL AGREEMENT ................................................................................... 59

50. NOTICE OF COMPLETION ............................................................................. 59

51. HAUL ROUTE PLAN ................................ ................................ .................... 59

52. NOTICE ................................ ................................ ................................ ........ 59-60 115

SECTION 6 - GENERAL CONDITIONS

1. GENERAL DESCRIPTION
The work shall consist of furnishing all material and equipment and performing all labor required to carry out the general intention in accordance with the Plans and Specifications.

2. DEFINITIONS
State: Shall mean the State of California or the City of Garden Grove as applicable

City Council: Shall mean the governing body of the City of Garden Grove.

Community Services: Shall mean the Community Services Department of the City of Garden Grove.

City: Shall mean the City of Garden Grove.

Project Manager: Shall mean the Community Services Manager or his/her authorized agent.

3. LOCATION
The work shall be constructed on land owned or controlled by the City of Garden Grove, at the sites shown on the plans.

4. CONTRACT
Within ten (10) calendar days after CITY award, the Contract shall be executed on the form enclosed herein by the successful CONTRACTOR. It shall be the responsibility of the CONTRACTOR to make an appointment within the above time limit to si gn the Contract in the Project Manager's office and to discuss the construction operations with the Project Manager or his/her representative.

5. PERFORMANCE BOND
Refer to Construction Agreement.

6. RETENTION
Refer to Construction Agreement.

7. BEGINNING OF WORK
Refer to Construction Agreement.

8. TIME FOR COMPLETION
Refer to Construction Agreement.
116
SECTION 6 – GENERAL CONDITIONS (Continued)

21 9. LIQUIDATED DAMAGES
Refer to Construction Agreement.

10. STANDARD SPECIFICATIONS AND PLANS
"Standard Specifications" referred to herein shall be those published by the State of California, Department of Transportation, Standard Specifications 2018, and the “Greenbook” referred to herein shall be Standard Specifications for Public Works Construction, latest edition. The "Plans" referred to herein shall be those of the City of Garden Grove, Community Services Department, latest revision unless noted otherwise.

11. MATERIALS
Materials shall be new and in accordance with these specifications. Certified reports of material's inspections of materials required under this contract as specified herein shall be submitted and may be accepted by the Project Manager in lieu of actual chemical or physical tests in the field.

Where a reasonable doubt exists in the mind of the Project Manager, however, he shall conduct all necessary tests to determine that the material in question meets the requirements of the specifications. The cost of making such tests shall be borne by the City of Garden Grove when the results indicate compliance with the specifications, otherwise, the expense of such tests shall be borne by the Contractor.

12. LICENSES, PERMITS, REGULATIONS AND ORDINANCES
At its sole cost and expense, Contractor and all sub -contractors shall obtain such licenses, permits, and approvals as may be required by law for the performance of the services required by this agreement. Contractor and all subcontractors shall have the sole obligation to pay for any fees, assessments, and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this contract. The Contractor and any subcontractor shall have the proper state licenses for the work to be performed along with obtaining a City busine ss license prior to commencement of their work.

Contractor shall secure a City of Garden Grove business license prior to working in the City of Garden Grove. The Contractor shall complete the permit process by paying all applicable fees and providing insurance, traffic control plans and information satisfactory to the City of Garden Grove. Contractor shall add the City of Garden Grove as an additional insured on the required liability insurance and to provide a copy of insurance to the City of Garden Grove.

The Contractor and all subcontractors shall comply with all laws, ordinances, rules and regulations bearing on the conduct of the work. Any work performed, or materials or equipment furnished, which does not conform to said laws, ordinances, rules and regulations, shall be changed to conform thereto by the Contractor at his sole expense.

13. WORK OUTSIDE REGULAR HOURS
No work will be allowed outside regular working hours without the express permission of the Project Manager of City of Garden Grove, except work items as mentioned above and relating to maintenance and cleanup of the work area for the purpose of public safety and convenience.

In the event, work outside regular hours is allowed, any extra expense incurred by the 117
SECTION 6 – GENERAL CONDITIONS (Continued)

22 CONTRACTOR shall be conside red as being included in his bid prices and no extra compensation will be due for such work. The night work shall be lighted in a manner approved by the Project Manager.

The legal workday shall consist of eight (8) hours. Work may be completed between the hours of 8:00 AM to 4:30 PM unless otherwise specified. Should CONTRACTOR receive permission from the Project Manager to work overtime, the CONTRACTOR shall pay $250.00 /hr. for the City’s inspector due to the CONTRACTOR’s overtime work. If the work involves material inspection or compaction testing, then contractor shall pay $250/hr. for those services.

Workdays shall be restricted to Monday through Friday unless writt en request outlining substantial reasons for working on Saturdays, Sundays or contractual holidays is submitted to the Project Manager a minimum of forty -eight (48) hours in advance of the proposed non-contractual working day(s). If the work proposed is d etermined by the Project Manager as being in the best interest of the CITY, the necessary inspection will be provided.

If the reasons for such request are not deemed sufficient, the Project Manager may authorize inspection and survey services, if availa ble, and such services shall be billed against the CONTRACTOR at the time and one -half salary rate plus fringe benefits for the personnel assigned to the project. Such services shall be paid to the nearest half -hour worked, subject to a minimum working period of two (2) hours.

Emergency repairs and pre -storm protective installations may be performed in project areas without written notice.

14. ORDER OF WORK
The method of conducting the work shall be subject to the approval of the Project Manager, or his/her authorized representative. (Refer to SECTION 7, ARTICLE 4 of these Specifications.)

15. PRECONSTRUCTION CONFERENCE
The CONTRACTOR, along with his field representative(s) and all subcontractors’, shall meet with representatives of the City of Garden Grove before the start of construction. The CONTRACTOR will be notified regarding the exact time and place of the conference.

The CONTRACTOR shall submit a list of material suppliers to the Project Manager at the PRECONSTRUCTION Conference. He/ She shal l also designate an employee to be responsible for this project other than the Project Superintendent. This employee shall have expertise, and shall be at the project site during all operations requiring supervision. As part of his responsibilities, he s hall personally inspect the project site at least twice per day during operations, and twice per day on days when project remains in effect when no work is in progress.

A schedule of construction shall be submitted to the Project Manager at the PRECONSTRUCTION Conference.

16. QUANTITIES OF WORK
The quantities of work shown in the Proposal are approximate only and constitute the Project Manager's Estimate for this project. The CITY does not expressly or by implication agrees that the actual amounts of work will correspond exactly with the Project Manager's Estimate. 118
SECTION 6 – GENERAL CONDITIONS (Continued)

23 The CITY reserves the right to increase or decrease the amount of any class or portion of the work as may be deemed necessary or expedient by the Community Services Manager.

17. LEGAL RELATIONS AND RESPONSIBILITY
General - In connection with laws to be observed and responsibility of CONTRACTOR, attention is directed to Section 7 of the Standard Specifications and to the laws therein applicable to this contract.

Labor - Attention is directed to the provisions and penalties applicable to workmen permitted to labor more than eight hours in a calendar day, to labor discrimination, and to employment of alien labor.

18. PROSECUTION OF WORK
The CONTRACTOR shall conduct the work in such a manner and with sufficient materials, equipment, and in the time limits set forth in the Specifications. Should the CONTRACTOR with the consent of the Project Manager discontinue the prosecution of the work for any reason, he/she shall notify the Project Manager at least twenty -four hours in advance of resuming operation.

19. EXAMINATION OF PREMISES
Contractors are required to visit the site before submitting proposals so as to satisfy themselves as to existing conditions in and around the project work area. No extra payment will be allowed by the CITY for failure to properly assess site work area and conditions.

20. TERMS OF CONSTRUCTION AS USED IN THESE SPECIFICATIONS The present tense includes the past and future tenses; and the future the present.

The masculine gender includes the feminine and the neuter.

The singular number includes the plural; and the plural the singular. "Shall or will" is mandatory and "may" is permissive.

21. RECORD DRAWINGS
The CONTRACTOR shall keep a complete set of Record Drawings at the job site. Contract Drawings shall be legibly marked showing each actual item of record construction including:

A. Measured depths of elements in relation to fixed datum points.

B. Measured horizontal and vertical locations of underground utilities with reference to permanent surface improvements.

C. Field changes of dimensions, locations and/or materials with details as required to clearly delineating the modifications.

D. Any details not in the original Contract Drawings developed by the CITY or t he CONTRACTOR through the course of construction necessary to clarify or modify the Contract Drawings.
119
SECTION 6 – GENERAL CONDITIONS (Continued)

24 E. Each month, the contractor will submit updated as-built plan to the Project Manager for review as a condition of payment for monthly progress payment. Progress pay will be withheld until as-built plans are brought up to date.

At the end of the project, CONTRACTOR shall submit to the Project Manager of Garden Grove "As-Built" prints prior to the CITY acceptance of the work. The prints shall indicate i n red all deviations from Project Plans. Failure by CONTRACTOR to submit "As -Built Plans" may cause delay in final payments.

22. SUBMITTALS
The CONTRACTOR shall submit for approval by the Project Manager such material, samples, product specifications/brochures, certified mix designs, warranties material certifications, operations and maintenance manuals and equipment as may be required, whether mentioned specifically herein or not.

23. SUPERINTENDENCE OF LABOR AND COMPETENCY
The CONTRACTOR, or an experienced superintendent authorized to act for him, shall be continually in charge of the work. Information given by the Project Manager to the CONTRACTOR's superintendent or his authorized representative shall be as binding as though given t o the CONTRACTOR in person. In addition, there shall be a qualified and experienced foreman in charge of each branch of work. No workman, foreman, or superintendent shall be continued on the work that, in the judgment of the Project Manager, is negligent or incompetent.

24. PROTECTIONS AND INSURANCE
Refer to Construction Agreement.

25. SUBCONTRACTORS
No subcontractors will be recognized as such. All persons engaged in the work of construction will be considered as employees of CONTRACTOR, and CONTRACTOR will be held directly responsible for their work. No contract or any portion thereof may be assigned without the written consent of the Project Manager.

26. CLAIMS/LEGAL ACTIONS AGAINST THE CITY
It is the intent of this contract, that the Contractor shall and will indemnify and hold harmless the City of Garden Grove, its officers and employees from all claims, suits or actions regardless of the existence or degree of fault or negligence on the part of the City. The Contractor shall be responsible for any liability imposed by law and for injuries to or death of any person including but not limited to workmen and the public, or damage to property resulting from defects or obstruction or from any cause whatsoever during the progress of the work or at any time before its completion and final acceptance.

In the event claim/legal actions are brought against the City, immediately it will be referred to the Contractor. Failure by the Contractor, for any reason to indemnify, defend and save harmless the City, the City shall deduct from any money due to Contractor reasonable expenses that the City staff or consultant working for the City have incurred in processing, investigation, defending any claims/legal actions brought against the City.
120
SECTION 6 – GENERAL CONDITIONS (Continued)

25 27. SATISFACTION OF LIENS
Prior to judicial determination of any claim or claims in accord therewith, the CITY may apply an amount withheld to the payment and satisfaction of subcontractors for labor and services rendered and materials furnished. In so doing the CITY shall be dee med the agent of the CONTRACTOR and any payment so made by the CITY shall be considered as a payment made under the Contract by the CITY to the CONTRACTOR, the CITY shall not be liable to the CONTRACTOR for any such payment made in good faith provided that such payment shall not be made except by court order if the CONTRACTOR furnished a bond satisfactory to the CITY to indemnify the CITY against any lien or claim.

If any lien or claim should remain unsatisfied after final payment to the CONTRACTOR, the CONTRACTOR, upon demand, shall refund to the CITY any money that the latter may be compelled to pay to discharge such lien or claim, including all costs and reasonable attorney's fees.

Before the CITY will make the final payment to the CONTRACTOR, the CONTRACTOR shall furnish the CITY with lien releases from all subcontractors and suppliers of material, together with a certified statement that the releases represent all the materials furnished and all the subcontractors engaged for the work.

28. DISPUTED WORK
If the CONTRACTOR and the CITY are unable to reach agreement on disputed work, the CITY may direct the CONTRACTOR to proceed with the work. Payment shall be as later determined by arbitration, if the CITY and the CONTRACTOR agree thereto, or as fixed in a court of law.

Although not to be construed as proceeding under extra work provisions, the CONTRACTOR shall keep and furnish records of disputed work in accordance with Section 9-1.04 of the Standard Specifications.

29. CLEAN UP
The CONTRACTOR shall protect and care for all work until final completion and acceptance.

During construction, the CONTRACTOR shall keep the site free and clean from all rubbish and debris, and the site must be cleaned up within one day after the Project Manager gives him/her notice.

At the time of the completion of the work, the CONTRACTOR shall remove from the site and the vicinity of the work all plant equipment, buildings and other temporary facilities, all used or unused materials belonging to him/her or used under his/he r direction during construction.

He/She shall remove all debris and rubbish from the site of the work before he/she makes application for acceptance of the work.

30. LEGAL HOLIDAYS
Legal holidays shall be regarded as Memorial Day and Fourth of July. No w ork shall be scheduled on a legal holiday.

31. PAYMENTS
Refer to Construction Agreement.
121
SECTION 6 – GENERAL CONDITIONS (Continued)

26 32. PAYMENT OF TAXES
The contract prices paid for the work shall include full compensation for all taxes which the CONTRACTOR is required to pay, whether imposed by Federal, State, or local government, including, without being limited to, Federal Excise Tax and Federal Transportation Tax.

33. SCHEDULE OF CONSTRUCTION
The CONTRACTOR shall submit to the Project Manager a schedule of construction for approval. The sched ule of construction shall list in detail and proper sequence the various construction items for the job. No changes shall be made to the sequence of construction in the approved schedule without the written approval of the Project Manager. The schedule o f construction shall be submitted in accordance with Section 8 -1.02 of the Standard Specifications with the following exceptions:

A. The CONTRACTOR shall submit a written proposed progress schedule to the Project Manager for review and approval before starting construction.

B. The CONTRACTOR shall be responsible for furnishing a schedule on a form, which meets the Project Manager's approval.

C. The CONTRACTOR shall be responsible for updating the schedule and, if requested, will provide an updated copy of the schedule at the end of each billing period.

D. No payments of work completed shall be made until the subject schedule is submitted and approved.

The schedule of construction shall list in detail and proper sequence the various construction items for the job. The Project Manager shall be notified before any change is made in the sequence of construction.

34. SAFETY PROVISIONS
The CONTRACTOR shall conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety.

The CONTRACTOR shall maintain the work site in a clean, safe and workmanlike manner. All material to be cleared from the site shall be removed from the site at the end of each day.

The CONTRACTOR shall upon direction of the Project Manager, immediately remove or protect any item, which in the opinion of the Project Manager presents a safety hazard. All costs involved in maintaining the work site in a clean and safe manner shall be included in the various items of work and no additional compensation will be allowed. With the approval of the City Project Manager, The Contractor may establish temporary "No Parking Tow Away" zones adjacent to the work zone. Establishment of such zones shall be coordinated with the Garden Grove Police Department, (714) 741-5704, and the City's Traffic Project Manager, (714) 741- 5189.

35. GUARANTEE
Refer to Construction Agreement.

122
SECTION 6 – GENERAL CONDITIONS (Continued)

27 36. ENGINEERING AND SURVEY CONTROL
Control of the work shall be in accordance with Section 5 of the Standard Specifications and herein contained under Section 6 - General Conditions, with the following modifications:

The CONTRACTOR shall provide the services of a land Surveyor licensed in the state of California, for laying out survey control for the work.

37. COORDINATION OF DOCUMENTS
In case of conflict between the various contract documents, the order of precedence shall be as follows:

1. Special Provisions

2. General Conditions

3. Construction Plans

4. City of Garden Grove Site Plans

5. City of Garden Grove Community Services Department Specifications

6. Caltrans Standard Specifications, 2018 Edition

7. Standard Specifications for Public Works Construction, 2018 Edition The 2018 Standard Specifications shall apply to all phases of work not controlled by documents 1 through 5 above.

In case of conflict between the contract documents and the instructions and conditions of the invitation to bid, the contract documents shall have precedence.

In case of conflict, it is the contractor’s responsibility to use best materials as approved by the Project Manager.

38. RIGHT-OF-WAY
It shall be the responsibility of the Contractor to conduct all of his/her activities and operations within the rights-of-way provided by the City and within the confines of the work site.

If, for any reason, the Contractor elects to encroach upon other lands adjoining rights-of-way or adjoining the work site, he/she shall first obtain written permission from the owner thereof and provide evidence of such permission in writing to the Project Manager prior to entering upon such lands.

The Contractor shall indemnify and hold the City harmless from all claims for damages occasioned by such work or activity, whether done in compliance with this section and with permission or in violation of this section and without permission.

39. CONSTRUCTION SITE
Construction equipment shall not be stored at the work site before its actual use on the work nor for more than three (3) working days after it is no longer needed on the work. All repairs or assembly of equipment that will take two (2) or more working days to repair shall be done at the construction yard adjacent to the work area. The CITY shall approve the location and size of construction yard. A ny damaged, destroyed or disturbed area at the site shall be restored to their original condition or replaced by the CONTRACTOR as directed by the Project 123
SECTION 6 – GENERAL CONDITIONS (Continued)

28 Manager at no additional expense to the CITY. All equipment and materials shall be stored at the yard during weekends, unless otherwise authorized by the Project Manager.

Excavated materials shall not be stored on the site. Excavated materials that may be suitable for backfill may be stored at the site as approved by the CITY Community Services Directo r.

The Project Manager shall, at all times, have a safe access to the site for purposes of inspection and testing. The CONTRACTOR shall remove all trash, debris, and construction materials, spoil and contaminates (gas, oil diesel fuel, lubricants, etc.) and leave the site in a clean and level condition.

Full compensation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of work and no additional compensation will be allowed.

40. TESTS
Tests, including compaction tests, shall be performed in accordance with the Standard Specification and this Specification. The Contractor, at its own expense, shall deliver the materials for testing to the place and at the time designated b y the Project Manager. The Contractor shall notify the Project Manager no less than two (2) working days in advance of any required materials testing. The cost of making such tests shall be borne by the City when results indicate compliance with the specifications, otherwise, the expense of such tests shall be borne by the Contractor.

41. COMPLIANCE WITH LAW
CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local governments.

42. NO WAIVER OF CONDITIONS
CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this contract shall not be construed as waiver of any other condition of performance under this contract.

43. CORPORATE AUTHORITY
The persons executing this contract on behalf of the parties hereto warrant that they are duly authorized to execute this contract on behalf of said parties and that by so executing this contract; the parties hereto are formally bound to the provisions of this contract.

44. MODIFICATION
This Agreement constitutes the entire agreement between the parties. This Agreement may be modified only by subsequent mutual written agreement executed by the CITY and the CONTRACTOR.

45. WAIVER
All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the CITY and the CONTRACTOR.

124
SECTION 6 – GENERAL CONDITIONS (Continued)

29 46. CALIFORNIA LAW
This Agreement shall be construed in accordance with the laws of the State of California.

47. INTERPRETATION
This Agreement shall be interpreted as though prepared by both parties.

48. PRESERVATION OF AGREEMENT
Should any paragraph, clause or provision of this agreement be found invalid or unenforceable, such decision shall affect only the paragraph, clause, or provision construed and interpreted, and all remaining provisions shall remain valid and enforceable.

49. MUTUAL AGREEMENT
The parties hereto do mutually covenant and agree to the full and faithful performance of their respective obligations under this contract.

50. NOTICE OF COMPLETION
Contractor shall certify in writing to City, prior to final payment, that the entire project is complete and request that City issue a Notice of Completion. Within a reasonable time thereafter, City and Contractor shall make an inspection. If the City does not consider the project complete, it will notify the Contractor in writing giving its reasons the list of work to be completed or corrected and shall be accepted by the City prior to recordation of the Notice of Completion and final payment.

51. HAUL ROUTE PLAN
Prior to the start of construction, the Contractor shall submit three copies of a haul route plan to the Project Manager for review and approval. Plan shall delineate route and type of contractor and subcontractor vehicles from point of inception to work site, and return to point of inception.

The Contractor shall demonstrate that he has given full consideration to the possible impacts to the surrounding and adjacent properties and that the proposed plan provides the least possible impact. Safety appropriate to haul trucks will be required at all items.

Haul truck route to be free of debris, material at the end of the working day, and cleaned continuously during the hauling operation.

52. NOTICE
Contractor shall Document, Video, Photograph Contractor ’s Activity Areas, Supplier’s, Trucking, Subcontractor’s, Storage Yard, Existing Structures, Signs, Street Lights, Traffic Signals, Driveways, Pre -existing Conditions and Elevations. CONTRACTOR shall deliver a copy to the Project Manager for their acceptance Ten (10) working days prior to commencing ALL activities on the Project Site.

Prior to the start of construction operations, the Contractor shall notify the Police and Fire Departments of the AGENCY, giving the approximate starting date, completion dat e, and the name and telephone of responsible persons who may be contacted at any hour in the event of a critical condition requiring immediate correction.
125
SECTION 6 – GENERAL CONDITIONS (Continued)

30 At least two weeks prior to starting work, the Contractor shall deliver notices to the residents and businesses in the area affected by the construction. At least 48 hours before working on a street, the contractor shall contact the residents and businesses of that street by written notice to prov ide information as to the type of work, closure, type of inconvenience and the expected duration. The written notice shall be a tag shape and be hanging on doorknobs and all parked vehicles on the street. In the event of a delay after the notice has been delivered, the contractor shall provide an updated notice to the residents and businesses. After construction completion on the street, the contractor shall collect any notices that are not pick up by the residents or businesses.
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SECTION 7 - SPECIAL PROVISIONS

Table of Contents

ARTICLE SPECIAL PROVISIONS PART I PAGE

ARTICLE 1 - CONTRACT ADMINISTRATION PROCEDURES ................................ ....................... 32 ARTICLE 2 - SCOPE OF WORK ................................ ................................ ................................ ..... 33 ARTICLE 3 - COOPERATION ................................ ................................ ................................ ......... 33 ARTICLE 4 - SCHEDULE OF CONSTRUCTION AND ORDER OF WORK ................................ 34-68 ARTICLE 5 - CONSTRUCTION WATER ................................ ................................ ......................... 65 ARTICLE 6 - CONSTRUCTION YARD SITE ................................ ................................ ................... 65 ARTICLE 7 - PROJECT APPEARANCE ................................ ................................ ................... 355-66 ARTICLE 8 - PUBLIC SAFETY ................................ ................................ ................................ ........ 36 ARTICLE 9 - ARCHAEOLOGICAL AND PALEONTOLOGICAL DISCOVERIES .............................. 36 ARTICLE 10 - GEOTECHNICAL INVESTIGATION................................ ................................ .....36-67

SPECIAL PROVISIONS PART II PAGE

CONSTRUCTION MATERIALS ................................ ................................ ................................ ..68-77

SPECIAL PROVISIONS PART III PAGE

CONSTRUCTION METHODS ................................ ................................ ................................ ....78-88

SPECIAL PROVISIONS PART IV PAGE

COMPLETION AND ACCEPTANCE ................................ ................................ ................................ 59

127

32 ARTICLE 1 - CONTRACT ADMINISTRATION PROCEDURES

For any type of problems, changed conditions, plan interpretations, progress billings and etc.

Contractor to Notify the
Inspector & Follow-up in Writing
to Project Manager

Inspector Inform the Project
Manager. Alternate Project Manager
Investigates Matter.

Alternate Project Manager Submit Findings
and Makes Recommendations to
Project Engineer.

Project Engineer Review Findings
and Recommend Approval or Denial
to Community Services Director.

Community Services Director Notifies
Contractor of Decision in Writing.

If Contractor disagrees with the decision, the City will direct the Contractor to proceed with the work, subject to the provisions of Subsection 5-1.43. If a notice of potential claim is filed under the provisions of Subsection 5-1.43, Contractor shall provide daily extra work reports per Subsection 9-1.04.

All daily extra work reports shall be delivered to the Project Manager within 24 hours of performance of such extra work.

The Contractor shall notify the Community Services Director through the inspector in writing within three (3) working days following the discovery of any conflicts and/or difficulties, and before they are disturbed of existing conditions. The Contractor's failure to give written notice of changed conditions within the time required (Ten calendar days) shall constitute a waiver of any potential claim.

It shall be the responsibility of the Contractor to initiate, to meet and confer, and try to resolve in good faith pending claims against labor, materials and equipment, potential and disputed claims, extra work, corrections and repairs, and any other claims associated with the project.

At the final inspection, Contractor shall provide a list of all claims, proceeding from notices of potential claims previously submitted under the requirements of the Contract, for which he intends to file claims.

Contractor shall also arrange to meet and confer on the listed claims within 15 days of the final inspection. Time of the meeting shall be within this 15-day period. 128

33 If on the day of final inspection Contractor fails to set such meeting or provide the list of claims, the project will not be accepted and working days will continue to accrue. If these requirements are met on the day of the final inspection, preliminary acceptance will be established pending final acceptance following attendance of Contractor at the scheduled meeting.

If Contractor attends the scheduled meeting within 15 working days of the final inspection, the date of acceptance will be the date of final inspection. Failure of the Contractor to attend such meeting within 15 days of the date of preliminary acceptance shall cause the working days used in performance of the contract to be calculated based on the date of the actual meeting being date of final acceptance, minus 15 days.

If for any reason claims cannot be settled through good faith negotiations, claims will be resolved in conformance with Section 9-1.22 "Arbitration" of the Specifications with the following additions:

The City and the Contractor shall share all fees required by arbitration equally. When the claim is to be settled in court, both parties must pay their own attorneys' fees.

Full compensation for conforming to the requirements of this article shall be considered as included in the Contract bid prices for the various items of work, and no separate payment will be allowed therefore.

ARTICLE 2 - SCOPE OF WORK

The scope of work shall conform to the provisions of the Specifications and the following additions:

The intent of this project is to construct all items of work complete in place in accordance with the project plans, specifications and as directed by the Project Manager. The unit prices, which include the cost of equipment, tool, materials and labor that are delivered to the work site are necessary for this purpose, to complete the project within the contract time required.

When unforeseen difficulties or a conflict is encountered, including toxic and hazardous materials, Contractor shall notify the Project Manager in writing immediately upon discovery and before the existing conditions are disturbed. Contractor shall also allow the Project Manager minimum of three (3) hours to investigate the conditions and make determinations concerning these conditions. Contractor and his work force shall assist the Project Manager in such investigations. If the Project Manager determines that additional time is needed for evaluation after investigation; the Contractor shall reschedule, reassign, transfer or move any labor, materials, tools, and equipment and alter the sequence of construction activities as necessary to carry out the intent of this project at no cost to the City.

The Contractor cannot withdraw from the project site any labor, materials, tools and equipment without prior written approval by the Project Manager or his/her autho rized representative. The Contractor, therefore, shall have no claim against the City for delay, standby time of tolls, equipment and labor, damages, liability and loss of profit, when it is necessary for the Project Manager to exercise this requirement.

ARTICLE 3 - COOPERATION

Although there can be no guarantee that difficulties will not be encountered, the cooperation of the Contractor is expected. The City has endeavored to provide a complete project plan and specifications.

In the event of any conflict during the course of construction, Contractor shall allow reasonable time and 129

34 to provide equipment and manpower for the Project Manager to field-check and make determination to resolve the conflict.

Contractor shall provide equipment and manpower to dig all holes necessary for testing and other test requirements.

Contractor shall have, at all times during working hours, a representative on the job site. The representative shall have the authority to make decisions regarding work that can commit Contractor time, materials, equipment’s, labors, and resources.

ARTICLE 4 - SCHEDULE OF CONSTRUCTION AND ORDER OF WORK

A. Schedule of Construction

Before starting construction, the Contractor shall submit to the Project Manager a practicable progress schedule to be approved by the Project Manager. The schedule shall show the order in which the Contractor proposes to carry out the work, and the contemplated dates for completing the salient features.

The progress schedule shall be consistent with the order of the work, and time requirements of the Contract. Construction shall also be scheduled in such a manner as to allow the Project Manager to inspect the readiness of every phase of the work.

For the purposes of minimizing impact to parking, residents and park users, the Contractor shall schedule his/her work in an orderly fashion, meeting the approval of the Project Manager. Contractor shall submit and receive the Project Manager -approved schedule prior to issuance of the Notice to Proceed.

B. Construction Meeting

Contractor shall anticipate a weekly construction meeting held between representatives of the City of Garden Grove, and the Contractor, at an agreed place, day of the week and time in order to discuss progress, submittals, current challenges, potential problems and other miscellaneous topics necessary to the proposed project.

C. Order of Work

The first order of work, after being notified that he has awarded the Contract, shall be to place the order for all the materials required by this project within three (3) working days from date of notification. The Contractor shall furnish the Project Manager with a statement from the vendor that the order for said materials has been received and accepted by said vendor.

In addition, in order to provide lead time to resolve any unforeseen utility conflicts, the Contractor shall conduct a dig alert and ascertain the true location and depth of all underground utilities and services as shown on the plans or located within the lines of excavation and/or marked by their respective owners in the field. This phase of work shall be performed a minimum of two (2 ) weeks, if allowable, prior to any pulverization or excavation work and shall be incorporated into the construction schedule.

130

35 Full compensation for conforming to the requirements of this article shall be considered as included in the Contract bid prices for the various items of work and no separate payment will be allowed therefore.

ARTICLE 5 - CONSTRUCTION WATER

Construction water may be taken only at locations approved by the Water Services Division. The City, at the Contractor’s expense, will install a construction meter and eddy valve at these locations. This valve shall be operated when taking construction water with the fire hydrant remaining open during the day. Contractor will be charged for construction water on an as-used basis.

The Contractor shall make application to the City of Garden Grove Water Department for installation of a fire hydrant water meter for his construction water and shall make appropriate meter deposits to cover cost of relocation or damage to the meter.

Payment for applying water, including all labor, tools, equipment, and incidentals required for the application of water shall be considered as included in the various contract items of work involving the use of water, and no additional compensation will be allowed therefore.

ARTICLE 6 - CONSTRUCTION YARD SITE

The proposed project is located at a city park. Contractor shall, at his expense, secure a site for storing materials supplies and equipment. A conscious effort on his/her part is required, that due regard to the rights of the public must be observed at all times possible obstruction and inconvenience shall be kept to the minimum.

Construction materials shall not be stored in streets, roads or highways for more than three (3) working days after unloading. All materials or equipment not installed or used in the construction within three (3) working days after unloading, shall be stored at the construction yard.

Construction equipment shall not be stored at the work site before its actual use on the work nor f or more than three (3) working days after it is no longer needed on the work. All repairs or assembly of equipment that will take two (2) or more working days to repair shall be done at the construction yard.

All equipment and materials shall be stored at the yard during weekends, unless otherwise authorized by the Project Manager.

Excavated materials shall not be stored in public streets, roads or highways. Excavated materials that may be suitable for backfill shall be stored at a site of Contractor's choice. The Project Manager shall, at all times, have a safe access to the site for purposes of inspection and testing.

ARTICLE 7 - PROJECT APPEARANCE

The Contractor shall maintain a neat appearance to the work site. Asphalt concrete, aggregate base, broken PC concrete, native soil, and debris de veloped during construction shall be disposed of concurrently within its removal. If stockpiling is necessary, the material shall be removed or disposed of weekly.

Dust caused by the passage of public traffic through the work shall be considered as resulting from the Contractor's performance of work. Whenever the Contractor fails to control dust resulting from the 131

36 performance of the work, the Project Manager may cause such dust to be controlled and costs thereby incurred shall be deducted from moneys due or to become due the Contractor.

ARTICLE 8 - PUBLIC SAFETY

The Contractor shall conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety.

The Contractor shall take all necessary precautions to protect the public from the hazards of open excavations. Trenches and other excavations shall either be covered or adequately fenced at night and on weekends or at other times required by the Project Manager for safety. No open trenches or any other open excavation shall be left open for more than two (2) working days. Contractor shall backfill all open excavation at his expense.

The Contractor may establish temporary "No Parking Tow Away" zones adjacent to the work zone.

Establishment of such zones shall be coordinated with the Garden Grove Police Department, (714) 741-5707, and the City's Traffic Project Manager, (714) 741-5189.

Temporary "No Parking Tow Away" zone sign shall be posted 72 hours in advance by the Contractor, stating the date and time, for any arterial street. Residential streets shall be posted 48 hours in advance.

Payment for fencing, safety protection and temporary excavation backfill shall be included in the Contract bid prices for the various items of work involved, and no additional compensation will be allowed therefore.

ARTICLE 9 - ARCHAEOLOGICAL AND PALEONTOLOGICAL DISCOVERIES

If discovery is made of items of archaeological or paleontological interest, the Contractor shall cease excavation of the area of discovery and shall not continue until such time as approved by the Project Manager. The Project Manager shall then direct excavation operations within the area of discovery.

Discoveries include but are not limited to, dwelling sites, stone or other artifacts, animal bones, human bones and fossils.

The Contractor shall be entitled to an extension of time in accordance with the provisions of Subsection 8-1.07B. Should the Contractor's operations be affected materially, additional work will be paid for as extra work as provided in Section 4, "EXTRA WORK," of the Specifications.

ARTICLE 10 - GEOTECHNICAL INVESTIGATION

The City does not guarantee, either expressed or implied, that groundwater and the conditions indicated on the ge otechnical reports are representative of those actually existing throughout the project, or any part of it, or that unforeseen developments may not occur. The City, therefore, encourages the Contractor to conduct his/her own subsurface exploration before submitting a bid. The availability of the geotechnical investigation shall not be construed as a waiver of the Contractor's obligation to inspect the soil conditions himself, before submitting a bid.

132

37 By submitting a bid, the Contractor acknowledges that he has satisfied himself as to the nature of the work, including but not restricted to the conditions affecting handling and storage of materials, disposal of excess material, level and amount of groundwater, and ascertaining existing conditions that affect labor, materials and equipment costs.

In the event, groundwater is encountered, the Contractor shall provide and maintain dewatering during construction in accordance with the standard specifications and the requirements of the district's NPDES Order No. (Order No. R8 -2009-0030, and CAS618030) issued by the California Regional Water Quality Control Board (Santa Ana Region).

All costs for dewatering, when encountered during construction, shall be included in the Contract bid prices in the various items of work and no additional compensation shall be allowed therefore. 133

38 SPECIAL PROVISIONS
PART 2

CONSTRUCTION MATERIALS

SECTION 201 - CONCRETE, MORTAR, AND RELATED MATERIALS

201-1 Portland Cement Concrete

201-1.1.1 General (Add the following)

All new concrete shall have a compressive strength of F’c= 4500 psi 28 day compressive strength
All new concrete shall be resistant to sulfates per 2022 CBC Chapter 19 and ACI 318-1.9 Table 19.3.1.1

201-1.1.5 Test for Portland Cement Concrete [Add the following]:

1. All material shall comply with American Concrete Institute (Act I) and Uniform Building Code.

2. Product Data:

a. Submit complete materials list of items proposed for the work. Identify materials source.

b. Submit admixture, curing compound, retarder, and accessory item product data.

c. Submit material certificates for aggregates, reinforcing, and joint fillers.

3. Provide field quality control testing and inspection during concrete operations.

4. CONTRACTOR shall provide adequate notice, cooperate with, provide access to the work, obtain samples, and assist test Agency Representative in execution of their function.

5. Testing:

a. Provide slump test on first load of concrete delivered and whenever requested due to changes in consistency or appearance of concrete.

1. Furnish copies of field records and test reports as listed for strength tests.

b. Strength Testing:
134

39 1. Provide 1 set of 3 test specimens placed in any one day.

Secure samples in accordance with ASTM C31.

2. Test 1 specimen at 7 days and 2 specimens at 29 days in accordance with ASTM C39.

3. Furnish copies of field records and test reports as follow:
(2) Copies to Agency Representative
(1) Copy to CONTRACTOR

201-1.2 Materials

201-1.2.1 Portland Cement
[Replace first sentence of the first paragraph]:

All cement shall be Type V.

201-1.4.3 Cement Mix [Add the following]:

Mixes:

1. Provide ASTM C94 ready-mixed concrete.

a. Strength: 4,500 psi minimum @ 28 days
b. Slump Range: 2" to 4" maximum
c. Water / Cement Ratio: 0.40 per ACI 318-19 Table 19.3.2.1

2. Provide an acceptable water-reducing admixture in all concrete.

3. Provide an air-entraining admixture in all concrete. Air content 5% to 7%.

4. Indicate water added to mix at job site. Show quantity of water added. Site water tempered mixes exceeding specified slump range will be rejected as not complying with specifications requirements.

201-1.1.6 (Change the following to)
Swimming Pool Plaster

201-1.1.6.1 General
Add the following to section;

All swimming pool plaster shall be accordance with the American Concrete Institute (ACI) And Portland Cement Association (PCA) Guidelines and Manufacturer Specifications noted on the construction plans

201-1.1.6.2 Test for Portland Cement Concrete [Add the following]:

1. All material shall comply with American Concrete Institute (Act I) and Uniform Building Code.
135

40 2. Product Data:

3. Submit complete materials list of items proposed for the work. Identify materials source. White Portland Cement Pool Plaster and White Pool Sand

4. Submit admixture, curing compound, retarder, and accessory item product data for Calcium Chloride Prills.

5. Submit plaster delivery tickets.

6. Provide field quality control testing and inspection during plaster operations.

201-1.1.6.3 Materials

201-1.1.6.4 Portland Cement [Replace first sentence of the first paragraph]:

All cement to be used or finished shall be: Eco White (R) Cement by; Cimsa Manufacturer Available at: National Pool Tile Phone: (714)-630-2216 (or Agency Approved Equal).

All sand to be used or finished shall be: Marble Mix UTRA White Pool Sand. Available at:

National Pool Tile Phone: (714)-630-2216 (or Agency Approved Equal).

201-1.1.6.5 Plaster Mixing [Add the following]:

Mixes:

Provide an acceptable water-reducing admixture in all concrete as necessary and as noted on the construction plans.

Indicate water added to mix at job site. Show quantity of water added. Site water tempered mixes exceeding specified slump range will be rejected as not complying with specifications requirements

201-2 Reinforcement for Concrete
Add the following to section 201-2.1, “General,” of the Standard Specifications:

All reinforcing steel shall conform to Sections 201-2 and 303-1.7 of the Standard Specifications except as otherwise described on the Plans and in these Special Provisions.

The CONTRACTOR shall submit certified mill tests for all reinforcing steel.

Reinforcing steel bars shall be of the Intermediate Grade conforming to ASTM A615, Grade 60 for sizes #3 and #4, Grade 60 for sizes #5 and larger, and shall be rolled from new billets. All bars shall be identified by mil heat numbers. Tie wire shall be 16 gauge- annealed wire.
136

41 Fabrication: Fabricate bars of indicated size. Accurately form to shapes and lengths indicated by methods not injurious to the materials. Do not heat reinforcement for bending. Bars with kinks or bends not scheduled will be rejected.

Placing: Coordinate all work with other trades.

All bars shall be placed and wired in position by 16 gauge-annealed wire. Tie stirrups to bars at both top and bottom. Bend wire ties away from forms.

Maintain proper distance and clearance between parallel bars and forms. Provide metal spreaders and spacers to hold steel in position as necessary.

Support steel at proper height upon approved chairs, transverse steel bars with hangers, or in other manner as necessary to accurately place and secure bars. Maintain clear spacing between parallel bars of not less than 1½". Lap and splice bars in the manner and at the locations shown on the Plans.

Bars on footing or slabs on grade shall be supported on concrete blocks. Reinforcing steel in beams and suspended slabs shall be supported on steel chairs.

Provide additional reinforcing bars at sleeves and openings.

Before placing reinforcing and again before concrete is placed, clean reinforcement of loose mill scale, oil or other coating that might destroy or reduce bond. Splices shall be made with a lap of 60 bar diameters unless noted otherwise.

201-2.2 Reinforcing Steel
Add the following paragraph:

All steel, except longitudinal steel, shall be Grade 60 billet steel conforming to ASTM A-615.

201-3 Expansion Joint Filler
Add the following;
201-3.1 General

Furnish and Install for all expansion joints between existing concrete paving and new precast concrete coping surrounding the swimming pool

Clean washed masonry sand leveling coarse

¾” Diameter Closed Cell Backer Rod on top of sand

Two part elastomeric polysulfide base joint sealant product top coarse

Contractor shall submit manufacturer's product and installation instructions.

201-3.2 Joint Filler Materials
137

42 Contractor shall use: Clean Washed Masonry Sand as leveling base coarse from; Resource Building Materials Phone: (800) 274-2549 (or Agency Approved Equal)

Contractor shall use: Sika Pro Select ¾” diameter closed cell foam backer rod, install and secure on top of the sand from; Home Depot (or Agency Approved Equal)

Contractor shall use: Deck-O-Seal (Gun Grade) Two part elastomeric polysulfide base joint sealant with hand applied dressing of masonry sand as a top coarse. Phone:
(800)542-7665
(or Agency Approved Equal)

Apply per manufacturer’s specification

Change Section to read:
201-5 TILE THIN-SET MORTAR

201-5.1.1 General; Thin Set Mortar shall have high shear bond strength adhesion to porcelain tiles under water

Contractor shall use; 254 Platinum Adhesive Mortar by Laticrete Manufacturer to bond all porcelain tiles Phone: (800)-243-4788 (or Agency Approved Equal)

Apply per manufacturer’s specification

Change Section to read:
201-5.2 TILE GROUT

201-5.2.1 General:

Grout shall have two part epoxy resins for porcelain tiles made underwater

Contractor shall use; Spectralock Pro Premium Grout by Laticrete Manufacturer to bond all porcelain tiles. Color: 45 Raven Grey / Blue
Phone: (800)-243-4788 (or Agency Approved Equal)

Apply part (AB and C) per manufacturer’s specification

SECTION 202- MASONARY MATERIALS

Change Section to read:

SECTION 202 –1 PRECAST CONCRETE COPING
202-1.1 General
Pool coping shall have 2 1/2” diameter round bullnose that is slip - resistant suitable for public / commercial swimming pools
138

43 Pool coping shall meet all State of California and Local Code Building and Safety as well as all ADA requirements
Contractor shall submit shop drawings and manufacturer's product and installation instructions.

All pool coping shall bond grounded in accordance to all building and safety and 2022 Electrical CEC code requirements.

Add to the following section:

202-1.2 Material
Contractor shall furnish, install and secure new precast concrete safety grip coping from; Hancrete Products Company Phone: (909) 947-1543 (or Agency Approved Equal) surrounding the complete swimming pool as shown on the construction plans

Straight Size: 12” wide x 24” long
And
Radius Corners Size: 19” (inside) and 38” (outside) x 12” wide Bullnose (outside face) shall be: 2 1/2” radius
Finish: Light Washed
Color: Natural gray
Quantity: As shown on the construction plans

(Change Section to read):

SECTION 202 –2 PORCELIAN TILE
202-2.1 General
Add to the following section:

Submit physical samples of all specified tiles to Agency for review and approval.

Submit manufacturer's product information and installation instructions.

202- 2.1.1 Swimming Pool:

Furnish, Install and Secure new glossy commercial porcelain water line tile all sides of pool including recessed boxes on all skimmers
Size: 6” x 6”
Color: / Model # Cobalt M6764C
Finish: Smooth
Quantity: As shown on the construction plans

Install per manufacturer specifications
Available at: National Pool Tile (714)-630-2216) (or Agency Approved Equal)

139

44 202-2.1.2 Pool Step Treads:

Furnish, Install and Secure new commercial porcelain tiles along each underwater step tread Size: 1” x 1” (Two rows per each step tread)
Color: / Model # Blue HM-206
Finish: Abrasive – Non-Slip Resistant
Quantity: As shown on the construction plans

Install per manufacturer specifications
Available at: National Pool Tile (714)-630-2216) (or Agency Approved Equal)

202-2.1.3 Special markers:

Furnish and Install new commercial porcelain water depth tiles inside pool at waterline and outside the swimming pool at insets within the concrete paving

202-2.1.3.1 Water Depth Tiles
Size: 6” w x 6” l
Color: White Background
Font: Arial Style 5” high Black Letters (non-painted)
Water Depth Tiles shall read as: 2 1/2, 3, 3 1/2 & 4 + (F-T) (FEET) Finish: Inside Pool- Smooth
Finish: Outside Pool on Concrete Paving Deck – Abrasive – Non-Slip Resistant Quantity: As shown on the construction plans
Available at: National Pool Tile (714)-630-2216) (or Agency Approved Equal)

202-2.1.3.2 No Diving Tiles
Furnish and Install new commercial porcelain “NO DIVING” Tiles outside the swimming pool Size: 6” w x 6” l
Color: White Background
Font: Arial Style 5” high Black Letters (non-painted)
Tiles shall reads: “NO DIVING”
Finish: Abrasive – Non-Slip Resistant
Bond tile with Laticrete Manufacturer Thin set
Grout tile with Laticrete Manufacturer Spectralock Pro Premium Grout Install per manufacturer specifications
Available at: National Pool Tile (714)-630-2216) (or Agency Approved Equal)

SECTION 206 – MISCELLANEOUS METAL ITEMS
206-1.1 General
Add to the following section:

All metal handrails and grab rails shall meet all State of California and Local Code Building and Health and Safety as well as all ADA compliant requirements All metal steel components for the railings and grab rails shall be stainless steel suitable for public / commercial swimming pools at locations shown on the construction plans

140

45 All metal railings shall be securely anchored and bond grounded in accordance to all building and safety and 2022 Electrical CEC code requirements.

Fabricate, furnish, install and secure all metal railings and metal grab rails per manufacturer specification

Contractor shall furnish, supply and install all hardware nuts, bolts, anchor plates and base collar to install stainless steel hand railings and grab rails.

Submit manufacturer's installation instructions.

Contractor shall provide AGENCY for review and approval shop drawings of all metal connections prior to fabrication. Prior to fabrication and / or delivery on sit 206-1.2
Metal Handrails
Add the following to read:

Fabricate, Install, Anchor Secure and Ground Bond new 3-Bend with two post single piece marine grade 316L stainless steel tubing commercial handrails.

Size 1.50" diameter with 600-grit polished finish.

Furnish and Install bronze anchor socket and post base stainless steel escutcheons for all handrails
Quantity: per construction plans
Available at: SR Smith Company Model #: 3HR-6-049
(Or Agency Approved Equal)

206-1.3 Metal Grab Rails
Add the following to read:

Fabricate, Install, Anchor Secure and Ground Bond new marine grade 316L stainless steel tubing commercial grab rails.

Size 1 5/8" diameter with 600-grit polished finish.

Furnish and Install bronze anchor socket and post base stainless steel escutcheons Quantity: per construction plans
Available at: SR Smith Company Model #: CRH-100B & Double -420-CP Chrome escutcheon plate
(Or Agency Approved Equal)

(Change Section to read)

SECTION 209 – PVC PRESSURE PIPE AND FITTINGS

209-4.1 General
Add the following to read:

All new piping shall be Schedule 40 pipe. All pipe slip and threaded fittings shall be Schedule 40

141

46 Pool/Spa shall have at least two circulation suction outlets covered with anti-entrapment grates and be at least 3’ apart in any dimension and shall be balanced and plumbed through one or more “T” fittings.

All drains, grates, protective devices & skimmer cover for swimming pools/spas must be approved by the Agency prior to installation.

All equipment shall be installed per manufacturers’ recommendations and in accordance with the State and Local Codes and Regulations.

Furnish and install all new piping and slip and / or threaded wall fittings with screws necessary for the swimming pool circulation drains, auto fill, return lines, safety rope anchors, air-lines and skimmer equalizer wall drain covers as indicated on the construction plans

Furnish and install and secure anchor new 3” x 5” rectangular satin chrome finish drain cap on the air return line as indicated on the construction plans.

Submit manufacturer's product and installation instructions.

Pentair Manufacturer (800)-854-3218
Available at: National Pool Tile (714)-630-2216) (or Agency Approved Equal)

209-4.2 –Materials

209-4.2.1 Main Suction Outlets & Anti-Entrapment Drains

Main circulation drains shall be split with two (2) suction outlets minimum of three feet apart in all directions and with a “T” branch fitting on center.

The “T” branch fitting and piping must be exposed for pre-plaster inspection by Agency Representative.

Main drain, booster, and feature suction covers must each be capable of accommodating 100% of pump flow capacity at 60 feet of head.

The pipe size along the “T” branch to the new covers must meet or exceed the recirculation pump flow at 60 feet of head; and meet or exceed any booster or feature pump at zero feet of head (0 feet of head).

All new Anti-entrapment drain covers shall comply with VGB 2008, ANSI/ APSP/ ASME Performance Standards, Current Title 24 Building and Safety and California Health Department Codes and Requirements.

All Anti-entrapment drain covers must be on-site during pre-plaster inspection.

Drain covers that are no longer supported by their manufacturers or discontinued will not be accepted.

Drain covers must be installed according to the manufacturer’s instructions related to sump size, pipe orientation (bottom or side installation) and flow readings. 142

47 Suction outlet sumps and piping must be free of water and debris, and visible for inspection.

(Change Section to read):

SECTION 210 SITE FURNISHINGS

210-1 Pool Ladder Steps

210-1.1 General
(Add the following to read)

Recessed steps shall be Non Slip- Resistant and installed vertically spaced equally spaced in cavities creating riser and tread areas for pool ingress and egress

The scope of work for this item is for the Contractor to furnish, deliver and install all components necessary for the recessed pool steps according to the manufacturer’s specifications and as indicated on the construction plans, including all appurtenances and accessories as required for a full and complete installation.

Furnish and Install recessed ABS Polymer Non-Skid Underwater Steps on vertical wall at each metal ring grab railing.

Model: 82400700 (15” wide) Color: White
Quantity as shown on the construction plans
Pentair -Cycolac Manufacturer (800) - 854-3218
Available at: National Pool Tile (714)-630-2216) (or Agency Approved Equal)

210-2 Pool Skimmer Lids and Equalizer Covers

210-2.1 General
(Add the following to read)
Pool skimmers shall have lock down lids.

Pentair / Swimquip Manufacturer Model # L1RW (Standard) And
Pentair / Swimquip Manufacturer Model # L1RW-SKR built in thermometer gauge with tube and bushing
Color: White
Quantity as shown on the construction plans
Available at: National Pool Tile (714)-630-2216) (or Agency Approved Equal)

,Equalizer covers shall match product number and model of the skimmer

143

48 SPECIAL PROVISIONS
PART 3

CONSTRUCTION METHODS

SECTION 300 - EARTHWORK

Add the following to read:
300-12 Demolition, Clearing, Removal and Disposal of Materials

300-12.1 Requirements [Add the following]:

In addition to the work outlined in Subsection 300-1 of the Standard Specifications, the following items of work are included under Clearing and Grubbing / Demolition unless otherwise covered by a specific bid item.

1. Maintain dust control at all times by means of watering during the demolition and construction periods

2. Remove and Dispose offsite all existing swimming pool plaster, concrete around main suction floor drains, precast concrete coping, metal handrails, metal grab rails, recessed pool steps, joint sealant, waterline tiles, water depth tiles, “No Diving” tiles, step tiles, underwater pool lights, PVC fittings for all eye ball, air fill, safety rope anchors, main suction drain / pipe, equalizer drain caps and all other items listed on the construction plans.

3. Protection of all utilities in the construction zone and contractor staging area shall remain and be protected in place.

4. Contractor shall make all repairs that are to be made to be “in-kind” and in new condition. All repairs to the existing systems shall be made in accordance with the Standard Specifications for Public Works Construction, latest edition

5. All materials removed from the site shall be disposed at a licensing dump facility

144

49 SECTION 301– SITE PREPARATION

Change the following section to read:

The Site Preparation for the site area shall be prepared in conformance with Section 301 of the Standard Specifications and Construction Plans.

Add to sub-section: 301-1.2
The CONTRACTOR shall prepare all items identified the site within the project limit area to remove and dispose offsite all debris and prepare for new swimming pool plaster, (2) two new main suction drains with anti -entrapment drain covers, concrete floor around drains, precast concrete coping, metal handrails, metal grab rails, recessed pool steps, joint sealants, waterline tiles, water depth tiles, “No Diving” tiles, step tiles, underwater pool lights, PVC fittings of slip or threaded eye ball, air fill, safety rope anchors, equalizer drain caps and all other items listed on the construction plans

301-1.3 Existing Concrete Removal around Main Suction Drains

All existing surfaces shall be roughened by chipping to provide pore structure.

All loose, cracked, or deteriorated materials shall be removed and disposed offsite.

Clean all existing surfaces by water blasting

Saturated surface shall be in dry condition prior to applying materials

If reinforcing shows signs of excessive deterioration (rust) cut existing reinforcing 6” past deterioration section and lap with new steel 24” minimum.

Remove and dispose existing concrete shotcrete / gunite to expose steel and lap splice with new
Site shall be inspected by the Agency Representative for review and approval prior to placement of new products
300.2.1 PAYMENT. Replace section with the following:

Payment for “ DEMOLITION, REMOVAL, DISPOSAL & SITE PREPARATION” shall be at the contract LUM SUM PRICE (LS) bid price and shall be considered full compensation for mobilization and furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the demolition, removal, disposal and site preparation work complete in place, conforming to the requirements herein, including but not limited to , equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision, air quality dust control measures and all other items necessary to within the limits as shown on the plans , as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.
145

50 SECTION 303 - CONCRETE AND MASONARY CONSTRUCTION

Add the following to read:
303-1.1 General

303-1.2 Concrete

All new concrete for swimming pool floor shall be in conformance with CBC Section 1908 & shall have minimum compressive strength of 4500 psi at 28 days. Type V cement and W/C/ Ratio = 0.45

Concrete shall be in conformance with CBC Section 1904 durability requirements. Aggregate not to exceed ¾” in size.
.

If required by the AGENCY new concrete placement shall be inspected by a special inspector in conformance with CBC Section 1704, who shall submit a statement indicating compliance with the plans and specifications.

303-1.3 Rebar Steel Bonding

Rebar steel shall be placed in both directions and tied to existing reinforcing steel on the pool floor.

All reinforcing steel shall be deformed bars & conform to ASTM A615 Grade 40 for # 3 bars and # 4 bars, splices to be lapped a minimum of 24” minimum clearance between parallel bars is 2 /12”

Bonding/ grounding (per the CEC) of the structural reinforcing must be installed prior to placement of concrete.

Epoxy all new steel rebar to concrete with Simpson Manufacturer Strongtie Set-XP high strength epoxy adhesive. Install per manufacturer specifications (or Agency Approved Equal)

Bonding to existing surfaces must be sound, free of defects, clean, and free of bond inhibiting materials

Add the following section to read:
303-2.0 Swimming Pool Plaster

303-2.1 General [Add the following paragraphs]:

Pool Plaster shall conform to the provisions of the Standard Specifications or herein.

Refer to Construction Plans for swimming pool plaster installation process and procedures

146

51 303-2.1.1 Finishing

Swimming Pool Plaster shall have a Smooth Finish consistent throughout the floor, steps and sidewalls

[Replace with the following]
303-3.0 Payment

Payment for “CONCRETE & MASONARY CONSTRUCTION” shall be at the contract LUM SUM PRICE (LS) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the new concrete and masonary construction work complete in place, conforming to the requirements herein, including but not limited to, equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision, air quality dust control measures and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

[Change this section to]:

SECTION 303 – PRECAST CONCRETE COPING

303-4.0 General

Furnish, Install and Secure new precast concrete coping on top of the swimming pool bond beam throughout per manufacturer specifications.

Location and Quantities are shown on the Construction Plans

Prior to all work of this section, the Contractor shall verify and ensure that all other related plaster and tile work is complete to the point where this installation may properly commence.

The Contractor shall, upon discovering any discrepancies between the Plans and Specifications and the manufacturer's installation requirements, recommendations, details, and restrictions, immediately inform the Landscape Architect of such discrepancy. Work shall not commence or progress on any such item without approval of the Agency Representative

[Replace with the following]
303-4.1 Payment

Payment for “PRECAST CONCRETE COPING” shall be at the contract EACH PRICE (EA) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the new precast concrete coping work complete in place, conforming to the requirements herein, including but not limited to, equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision, air quality dust control measures and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

[Change this section to]:

SECTION 303 – PORCELIAN TILES

147

52 303-4.0 General

Furnish, Install, Secure and Grout all porcelain tiles for swimming pool water line, interior pool steps, water depth and “No Diving” per Construction Documents.

Location and Quantities are shown on the Construction Plans

Prior to all work of this section, the Contractor shall verify and ensure that all other related plaster and precast concrete bullnose coping work is complete to the point where this installation may properly commence.

[Replace with the following]
303-4.1 Payment

Payment for “PORCELIAN TILE” shall be at the contract LUM SUM PRICE (LS) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the new porcelain tile work complete in place, conforming to the requirements herein, including but not limited to , equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision, air quality dust control measures and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

[Change this section to]:

SECTION 303-5 – CONCRETE EXPANSION JOINTS

303-5.4.1 General [Add the following paragraphs]:

Furnish and Install Deck-O-Seal joint compound product, foam backer rod and clean washed masonry sand per Construction Documents and Manufacturer Specifications.

303-5.4.2 Expansion Joints [The second paragraph is modified as follows]:

The expansion joints consisting of pre-molded Expansion Joint Filler (Bituminous Fiber Type), straight and shall be 1/4-inch in width and shall be installed on all concrete work as specified below:

1. Between existing concrete pool deck paving and new precast concrete coping

2. Add clean washed sand 1/4“depth thickness within the joint as well top layer to create texture

3. Contractor shall lightly sprinkle clean washed sand on top to create a light texture to the expansion joint.
148

53 4. The CONTRACTOR shall repair and clean, at his own expense, all concrete damaged or discolored or texture finish during construction at the discretion of the Agency Representative.

303-5.9 Payment [Replace with the following]

Payment for “EXPANSION JOINT SEALANT” shall be at the contract LUM SUM PRICE (LS) bid price and shall be considered full compensation for furnishing all labor, materia ls, tools, equipment, and incidentals necessary to accomplish the new expansion joint sealant work complete in place, conforming to the requirements herein, including but not limited to , equipment and materials for transporting, delivering, storing, furnis hing and inspection and operation, supervision, air quality dust control measures and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

SECTION 304 – METAL FABRICATION AND CONSTRUCTION

304-1 Metal Handrails and Grab Rails
Change the following to read:

All stainless steel metal handrails and grab rails shall be fabricated and be continuous, securely anchored and ground bonded with copper wire per the Construction Plans, details, notes, manufacturer specifications and all State and Local code requirements.

All work and materials s hall conform to the latest edition of amendments thereto of the following Codes where specified.
 National Electrical Code, 2022 Edition (CEC).
 National Electrical Manufacturer's Association (NEMA).  Underwriter's Laboratories, Inc. (UL).
 Requirements of the serving utility companies.
 Standard Specifications for Public Works, latest edition (Herein referred to as "Standard Specifications")
Install stainless steel escutcheons on all metal hand rail and grab rail posts base.

Contractor shall provide AGENCY for review and approval shop drawings of all metal handrail, grab rail connections prior to fabrication.

304.1.1 Payment [Replace with the following]

Payment for “METAL HANDRAILS AND GRAB RAILS” shall be at the contract EACH PRICE (EA) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the new metal handrail and Grab Rail escutcheons, anchor socket, copper wire bonding, anchor footings work complete in place, conforming to the requirements herein, including but not limited to, equipment and materials for transporting, delivering, storing, furnishing and inspection 149

54 and operation, supervision and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

SECTION 311 – PVC PRESSURE PIPE, FITTINGS & MATERIALS

311-1.1 General
Add the following to read:

Furnish, Install and Secure all new PVC piping and slip and / or threaded wall fittings with screws necessary for the swimming pool main circulation outlets (“T”) fitting, anti-entrapment drains, piping, circulation drains, auto fill, return lines, safety rope anchors, air-lines and skimmer equalizer wall drain covers as indicated on the Construction Plans and per Manufacturer Specifications as well as Local and California Health Department Codes and Requirements

Submit manufacturer's product and installation instructions.

Change Section to read:
311-1.2.2 Pool Ladder Steps

311-1.2.3 General
(Add the following to read)

Furnish, Install and Secure all new PVC piping and slip and / or threaded wall fittings with screws necessary for the swimming pool recessed steps inside pool as indicated on the Construction Plans and per Manufacturer Specifications as well as Local and California Health Department Codes and Requirements

311-1.2.4 Pool Skimmer Lids and Equalizer Covers

311-1.2.4.1 General
(Add the following to read)

Pool skimmers shall be installed at locations shown on the Construction Plans and per Manufacturer Specifications

Furnish and Install all new PVC piping and slip and / or threaded wall fittings with screws necessary for the swimming pool skimmer lids as indicated on the construction plans per manufacturer specifications as well as building and California Health Department Codes and Requirements

311-2 Payment [Replace with the following]

150

55 Payment for “PVC PRESSURE PIPE, FITTINGS & MATERIALS” shall be at the contract LUMP SUM PRICE (LS) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the new PVC pipe, fitt ings, drains, pool ladder steps, skimmer lids work complete in place, conforming to the requirements herein, including but not limited to , equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

[Add the following Section]:

SECTION 315 – ELECTRICAL

315-1 Execution

315-1.1 General
All work and materials shall conform to the latest edition of amendments thereto of the following Codes where specified.
 National Electrical Code, 2022 Edition (CEC).
 National Electrical Manufacturer's Association (NEMA).  Underwriter's Laboratories, Inc. (UL).
 Requirements of the serving utility companies.
 Standard Specifications for Public Works, latest edition (Herein referred to as "Standard Specifications")
315.1.2 Description
General: Contractor shall furnish and install all materials, labor and equipment necessary for complete and working electrical systems as noted and per all electrical local and state code requirements. Obtain all necessary permits and building department inspections.

a. Furnish and Install Four (4) new 120V underwater pool lights Manufacturer Pentair Commercial Grade LED 31 Watt / 500 Watt equivalents Intellibrite Architectural Series. White pool light with 30’ cord length.

Model # 602178 with face ring assembly (or AGENCY Approved Equal)

b. All underwater light fixtures shall be installed per manufacturer specifications

c. Electrical Conduit and connections.

d. Misc. Items:
 Fittings: Furnish and install all fittings and special devices necessary for proper installation, connection and operation of the system.
 Metal “J” Boxes and face plates
 Bore under existing walks and / or grass areas where possible. 151

56  Repair all damage to all existing improvements caused by this work including concrete pilasters, metal “J” boxes, face plates and grass

e. Approval Prior to Delivery: No materials or equipment shall be delivered to the job site prior to the Agency Representative's approval. f. Installation Standards: All materials and equipment shall be installed in a secure, neat and workmanlike manner by competent workers in conformance with the requirements of the NECA "Manual of Good Workmanship," and any item not so installed shall be corrected to meet the complete approval of the City Inspector

g. Diagrammatic Plans: The construction plans indicate the general locations of the light fixtures. It shall be the responsibility of Contractor to locate fixtures and existing junction boxes for light cable connections. Install all of the Work to conform to specific conditions found on the site.

h. Verification of Dimensions and Locations: Before proceeding with any work, Contractor shall carefully check and verify all locations and dimensions of equipment at the site. Provide site investigation and excavation as required to verify the exact locations of existing underground conduits and wires to be intercepted.

.
315-1.3 Repair of Disturbed Existing Conditions

Contractor shall restore all park features, tree and shrub plantings, grass, irrigation system, concrete paving curb and gutters, decomposed granite pathway that are damaged or cut as a result of Contractor's electrical operations. Repairs shall be made “in kind” and new condition.

Repairs shall be made in accordance with the Standard Specifications for Public Works Construction, latest edition.

315-1.4 Payment [Replace with the following]

Payment for “UNDERWATER LIGHTS AND METAL RING SURROUND” shall be at the contract EACH PRICE (EA) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the new underwater light fixtures with metal ring surround work comp lete in place, conforming to the requirements herein, including but not limited to , equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision and all other items necessary to within the limits as sh own on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

SECTION 316- 1
High Power Wash Concrete and Cleanup

316-1.1 General
(Add the following to read)
152

57 Upon completion of the project and Agency Representative sign off and acceptance approval, the Contractor shall be responsible to high power wash existing concrete paving inside the swimming pool fence as well as concrete paving outside main entry/ exit gate next to the building (35’w x 30’l) area. As well as all other areas cause by disturbance during the demolition and construction periods. See Construction Plans for additional notes

316-1.1.1 Payment [Replace with the following]

Payment for “HIGH POWER WASH CONCRETE AND CLEANUP” shall be at the contract LUMP SUM PRICE (LS) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the high pressure wash and cleanup work complete in place, conforming to the requirements herein, including but not limited to, equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

SECTION 316 –2 SWIMMING POOL START-UP PROCESS

316-2.1 General
(Add the following to read)
Upon completion of the project and Agency Representative sign off and acceptance approval, the Contractor shall be responsible to “Start –Up” by means of maintaining, cleaning, test and provide all chemical products and materials for the swimming pool for a period of 30 (Thirty) Calendar Days. See Construction Plans for general guidelines and procedures

316-2.1.1 Payment [Replace with the following]

Payment for “SWIMMING POOL START-UP PROCESS” shall be at the contract LUMP SUM PRICE (LS) bid price and shall be considered full compensation for furnishing all labor, materials, tools, equipment, and incidentals necessary to accomplish the swimming pool start -up process work complete in place, conforming to the requirements herein, including but not limited to , equipment and materials for transporting, delivering, storing, furnishing and inspection and operation, supervision and all other items necessary to within the limits as shown on the plans, as specified in the Standard Specifications for Public Works Construction latest edition and these Special Provisions, as approved by the AGENCY and no additional compensation will be allowed therefore.

153

58 SPECIAL PROVISIONS
PART 4

EXISTING IMPROVEMENTS

SECTION 400-PROTECTION AND RESTORATION

400-1 General
Add the following paragraphs to the subsection:

The CONTRACTOR and AGENCY REPRESENTATIVE to shall meet onsite and review all existing site conditions
Existing building structure, shade structure, metal seating bleachers, pool mechanical pumps, piping and electrical control systems are to remain. Protect in Place.

All existing metal fencing and gate are to remain. Protect in Place.

All existing light poles, fixtures, electrical conduits, underground utility boxes are to remain. Protect in Place
All existing concrete paving, curb and gutters, decomposed granite pathway shall remain noted on plans to remain. Protect in Place.

Existing irrigation remote control valves, valve boxes / covers, mainline, lateral lines and pop-up rotor heads are to remain. Protect in Place.

All existing trees, shrubs and grass are to remain. Protect in Place.

All replaced grass shal l be replaced with established Bermuda Sod. Seed will not be allowed.

Any removed and / or damaged to the items listed above shall be replaced “in kind” with the same materials, model / part number, equipment, size, species and variety type.

All existing site features that are damaged shall be replaced with new “in kind” at the expense of the CONTRACTOR; building structure, shade structure, pool shell, steps all above and below ground utilities, pool pumps, mechanical piping and electrical operational equipment and devices, drainage pipe, pull boxes, electrical conduits, lights, in-ground vault / valve boxes, concrete paving, metal fence and gate, concrete paving, curbs and gutters, decomposed granite pathway, irrigation system, trees, shrubs and grass shall be the responsibility of the CONTRACTOR for providing all labor, materials, tools, equipment and incidentals involved in doing the work and protecting in place per the Plans, these Specifications, as directed by the CITY REPRESENTATIVE, and no additional compensation will be allowed therefore.

154

59 SPECIAL PROVISIONS
PART 9

COMPLETION AND ACCEPTANCE

Upon receipt of the Contractor's written assertion that the work has been completed, the AGENCY REPRESENTATIVE or his authorized representative will inspect the work for acceptance.

Because of the subsequent inspection, a "punch list" shall be prepared by the AGENCY REPRESENTATIVE and submitted to the Contractor for compliance and/or repair.

The project is considered certifiable for completion and acceptance wh en all liens and/or claims for labor, materials, tools and equipment have been paid for and all liens and/or claims releases are received by the City; when all Contract items of work have been completed, including changes to the plan, with acceptable workm anship; when all repairs to damaged existing utilities, appurtenances and improvements have been completed and accepted by the respective owners; when all USA markings have been removed; and when the project site and all areas occupied by the Contractors are left in a neat and presentable condition. All corrections noted in the "punch list" must be approved and accepted by the AGENCY REPRESENTATIVE.

The contractor shall submit as -built plans to the AGENCY REPRESENTATIVE before the final acceptance of the project and to end the contract working days.

If, in the AGENCY REPRESENTATIVE's judgment, the work has been completed and is ready for acceptance, he/she will so certify to the City Council, which will accept the completed work.

The AGENCY REPRESENTATIVE will, in his/her certification, give the date when the work was completed. This will be the date when the Contractor is relieved from responsibility to protect the work and the end of assessment of liquidated damages. Retention shall be released after the Notice of Completion is recorded by the County Recorder.

155
Item 211/2024

City of Garden Grove

INTER-DEPARTMENT MEMORANDUM

To:

Lisa L. Kim From: Ursula Luna-Reynosa
Dept:

City Manager Dept: Economic Development and
Housing

Date: 5/14/2024

Subject: Adoption of a Resolution approving the Garden Grove Tourism Improvement District Advisory Board's 2024-25 Annual Report, Declaration of Intention to levy assessments for Fiscal Year 2024-25, and setting the time and date to conduct a public hearing on the proposed assessment. (Action Item)

OBJECTIVE

For the City Council to adopt a Resolution approving the Annual Report of the Garden Grove Tourism Improvement District Advisory Board ("Advisory Board"), declaring intention to levy assessments for Fiscal Year 2024-25 for the Garden Grove Tourism Improvement District (GGTID) based on the Advisory Board Report and setting a public hearing thereon.

BACKGROUND

The GGTID was established by the City Council in accordance with the Parking and Business Improvement Area Law of 1989, California Streets and Highways Code Section 36500 et seq. (the "Law") through the adoption of Resolution No. 9009-10 on August 24, 2010, and Ordinance No. 2782 on October 26, 2010.

The purpose of the GGTID is to provide revenue to defray the costs of advertising and marketing efforts designed to increase overnight stays in the GGTID, construction and maintenance of improvements in the GGTID, and other services, activities, and programs that promote and encourage tourism within the GGTID, which benefit the operators of hotels paying assessments through the promotion of scenic, recreational, cultural, and other attractions.

The GGTID includes the hotels along Harbor Boulevard from the northern boundary within the city to Garden Grove Boulevard. It is divided into two (2) separate benefit zones:

• Tier I includes the hotels north of Lampson Avenue, which are subject to an assessment of up to 2.5% of gross rent charged per room occupancy per night. There are currently nine (9) hotels in Tier I.

156
Item 211/2024

Page 2 of 4 ends

Garden Grove City CouncilMay 14, 2024

Garden Grove City Council
May 14, 2024